Svetlana Castle
About Svetlana Castle
Svetlana Castle is Chief Financial Officer (principal financial and accounting officer) of American Coastal Insurance Corporation (ACIC) since January 2024; she previously spent 16 years at Bankers Financial Corporation in progressively senior finance roles (including CFO for Florida/Louisiana P&C carriers and Chief Accounting Officer at the holding company). She is a Florida-licensed CPA with a B.S. in Education and J.D. from Voronezh State University, a B.A. in Accounting from the University of South Florida, and a Master of Professional Accounting from the University of Texas at Austin, all with honors . As of the 2024 proxy, she was age 42 and listed as CFO; she has since executed ACIC’s SOX 302/906 certifications for FY2024 and Q3 2025, underscoring direct accountability over controls and reporting . 2024 operating performance drove above-target incentive outcomes: combined ratio ~67.5% (7.5 pts better than the 75% target) and core income after-tax ROE 37.4% above target, resulting in an Annual Incentive Plan (AIP) payout at 130.5% of target and maximum (150%) vesting for 2024 PSU tranches tied to GAAP ROAE vs peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bankers Financial Corporation | CFO for a suite of FL/LA P&C insurers; Chief Accounting Officer (Holding Co.) | 16 years (prior to 2024) | Led accounting, treasury, investments, FP&A, audit, reinsurance; M&A due diligence; regulatory and rating agency engagement |
External Roles
- No public company board or external directorships disclosed for Ms. Castle in ACIC’s proxies reviewed .
Fixed Compensation
| Metric | 2024 | 2025 (effective 1/1/25) |
|---|---|---|
| Base Salary ($) | 375,000 | 385,000 |
| Salary Earned ($) | 354,167 | — |
| Target AIP ($) | 200,000 | — |
| Other Compensation ($) | 10,845 total; 401(k) match 9,875; group term life 220; HSA 750 |
Notes:
- Employment agreement dated January 22, 2024; one-year terms auto-renew until notice (60 days) or other termination events .
- No pension, SERP, or deferred compensation plans; retirement support via 401(k) match similar to other employees .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcome
| Performance Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) |
|---|---|---|---|---|
| Combined Ratio | 35% | 85% | 75% | 65% |
| Core income after-tax return on beginning equity | 35% | 10% | 20% | 30% |
| Qualitative Performance | 30% | — | Discretionary | — |
| Executive | Target Award ($) | Weighted Fin. Outcome | Weighted Qualitative | AIP Payout % of Target | AIP Payout ($) |
|---|---|---|---|---|---|
| Svetlana Castle | 200,000 | 100.5% | 30.0% | 130.5% | 261,095 |
Context: FY2024 combined ratio ~67.5% (7.5 pts better than target) and core income after-tax ROE 37.4% above target; qualitative assessed at 100% of target, leading to 130.5% total payout for eligible NEOs .
Long-Term Incentive Plan (LTIP) – Design and 2024 Grants
- Mix: 50% PSUs, 25% RSUs, 25% options; all vest ratably over three years; options priced at grant-date fair market value .
- PSU metric: GAAP Return on Average Equity vs peer group, with vesting by tranche each year; threshold is 750 bps below peer median (no vest), max 150% at 750 bps above median .
- 2024 PSU vesting result: PSUs eligible to be earned for 2024 were at maximum 150% due to exceeding targets .
| Grant Date | Instrument | Target/Granted | Terms |
|---|---|---|---|
| 4/3/2024 | PSUs | 13,259 target; 4,420 eligible in 2025; 6,630 first-tranche earned (150%) | 3 tranches, annual performance vs peer GAAP ROAE; 50–150% vesting each tranche |
| 4/3/2024 | RSUs | 19,889 units | Time-based; ratable vesting over three years |
| 4/3/2024 | Options | 8,848 options @ $10.37; expire 4/3/2034 | Ratable 3-year vesting; FMV strike |
Equity Ownership & Alignment
- Beneficial ownership: Ms. Castle reported “—” shares (less than 1% of outstanding) as of March 20, 2025; 48,308,466 shares outstanding at that date .
- Outstanding and unvested awards at 12/31/2024:
- Options: 8,848 unexercisable; exercise price $10.37; expiration 4/3/2034; no options exercisable .
- Unvested RSUs: 6,910 units; market value $93,009 (at $13.46/share) .
- Unearned PSUs: 13,818 units; market value $278,985 (at $13.46/share; reflects prior-year performance multiplier) .
- Ownership guidelines: CFO required to hold 3× base salary; eligible securities include stock (incl. unvested time-based RSUs) and shares in 401(k); options and unearned PSUs excluded; pledged securities do not count .
- Anti-hedging and clawback: Hedging prohibited company-wide; clawback/recoupment policy updated November 20, 2024 to align with the Amended and Restated 2020 Omnibus Incentive Plan and SEC/Nasdaq rules .
- Pledging: No pledging by Ms. Castle disclosed; policy explicitly excludes pledged shares from guideline compliance .
Employment Terms
- Agreement date and renewal: Employment agreement dated January 22, 2024; automatically renews in one-year terms each January 22 unless terminated with 60 days’ notice or other trigger .
- Severance (without cause or for good reason): 12 months base salary continuation; prior-year earned AIP; pro-rata current-year AIP based on actual results; COBRA benefits; definitions of “cause” and “good reason” specified (including material pay/title/location changes) .
- Equity on termination (no CIC): Unvested RSUs/PSUs forfeited; vested options remain exercisable for up to 3 months; restricted stock fully vests if terminated without cause .
- Change-in-control (double trigger within 24 months): PSUs vest at actual (completed period) and target (remaining period) if termination occurs in the year of the CIC; thereafter, unvested PSUs vest at target; RSUs and options accelerate; options exercisable up to 3 months post-termination (or earlier expiration) .
- Restrictive covenants: Receipt of severance subject to release of claims and compliance with confidentiality, non-solicit, and non-compete provisions (duration not specified in proxy excerpts) .
Estimated Potential Payments (as of 12/31/2024)
| Component | Termination without Cause | Qualifying Termination following a Change in Control |
|---|---|---|
| Salary Continuation | $375,000 (12 months) | — (equity acceleration applies per CIC terms) |
| Most Recent AIP Bonus | $261,095 | $261,095 |
| Acceleration of Equity (RSAs/Units/Options per plan) | — (restricted stock awards vest; RSU/PSU forfeiture; options per plan) | $278,999 (equity acceleration per CIC) |
Note: Equity values use $13.46/share as of 12/31/2024; includes PSUs at 100% per proxy methodology; benefits and COBRA treatment per agreements; amounts are illustrative snapshots based on assumptions disclosed .
Compensation Program, Peer Benchmarking, and Governance
- Pay mix emphasizes at-risk variable compensation; for 2024, 61.6% of total target comp for NEOs (ex-CEO) linked to annual and long-term performance .
- AIP financial metrics (Combined Ratio and Core ROBE) drive 70% of target; individual qualitative accounts for 30% .
- LTIP includes PSUs tied to GAAP ROAE vs a designated nine-company public insurance peer group; 2024 tranches vested at 150% due to outperformance .
- Committee and consultant: Compensation and Benefits Committee oversees strategy; Pay Governance LLC serves as independent advisor; independence assessed with no conflicts .
- Say-on-pay: 98% approval at 2022 annual meeting; next say-on-pay scheduled for 2025 .
- Option repricing prohibited without shareholder approval; no enhanced CIC severance multiples; no guaranteed increases or bonuses .
Performance & Track Record Highlights
- 2024 financial performance exceeded AIP targets: combined ratio ~67.5% (vs 75% target) and core income after-tax ROE 37.4% above target, supporting 130.5% AIP payout for eligible NEOs, including the CFO .
- PSU design directly linked to peer-relative GAAP ROAE; 2024 tranches paid at maximum 150%, indicating outperformance on the key capital efficiency metric .
Investment Implications
- Strong pay-for-performance alignment: High variable mix with objective underwriting profitability (combined ratio) and capital efficiency (Core ROBE/ROAE vs peers) reduces risk of value-destructive growth; 2024 outcomes triggered above-target AIP and max PSU vesting, signaling execution momentum under the current team .
- Retention risk appears moderate: One-year auto-renewal agreement with 12 months’ salary severance and pro-rata AIP provides baseline protection; double-trigger equity acceleration on CIC supports continuity but avoids single-trigger windfalls .
- Insider selling pressure: RSUs/options vest ratably over three years from 4/3/2024 grants, creating recurring annual vest dates around early April; Ms. Castle had no exercisable options as of 12/31/2024 and less than 1% beneficial ownership, limiting near-term liquidity overhang from her personal holdings .
- Governance safeguards: Updated clawback, anti-hedging, and stock ownership guidelines (CFO target 3× salary; pledged shares excluded) mitigate misalignment and risk; historical say-on-pay support (98%) suggests investor acceptance of the program .