Bradford Hale
About Bradford Hale
Bradford Hale, age 44, is Chief Financial Officer of The Baldwin Group (BWIN), appointed effective April 1, 2021 after joining as Chief Accounting Officer in May 2019; he leads treasury, finance, accounting, and financial reporting and is a Florida-licensed CPA with Bachelor’s and Master’s degrees in Accountancy from Wake Forest University . Company performance under the executive team in 2024 included 17% organic revenue growth, 25% adjusted EBITDA growth, and 200 bps adjusted EBITDA margin expansion; cash from operations was $102 million and adjusted diluted EPS rose 34% to $1.50 . Cumulative total shareholder return since the IPO reached $241.5 (value of $100 invested at 12/31/2019), showing strong shareholder value creation into year-end 2024 . Hale’s compensation philosophy aligns pay with performance via below-market base salary, equity-heavy long-term incentives, stock ownership guidelines (3x base), and a Nasdaq-compliant clawback policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBIZ MHM, LLC | Managing Director; led Accounting Advisory Practice on complex accounting/SEC matters | 2014–2019 | Built advisory practice, expertise in complex accounting and SEC topics; leadership experience |
| Bloomin’ Brands, Inc. | Director of Accounting and Risk Management | 2010–2014 | Strengthened accounting and risk management for public company operations |
| Deloitte | Started career serving insurance clients | — | Foundational audit and insurance sector exposure |
External Roles
| Organization | Role | Years |
|---|---|---|
| Voices for Children | Advisory Board Member | Not disclosed |
| St. Mary’s Episcopal Day School | Treasurer | Not disclosed |
| Hyde Park United Methodist Church | Committee Volunteer | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 295,577 | 300,000 | 300,000 |
| Perquisites and Other ($) | 18,200 (401k match and tax prep) | 20,000 (401k match and tax prep) | 20,000 (401k match $12,000; tax prep $8,000) |
| Total Compensation ($) | 2,132,943 | 3,165,398 | 2,815,425 |
- Company provides standard 401(k) matching; no pension or nonqualified deferred compensation plans; perquisites are minimal (tax prep for certain executives) .
- No stock options currently used in compensation program .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
- Metrics used: organic revenue growth, adjusted EBITDA growth, and personal objectives; all payouts delivered 100% in fully vested Class A shares to reinforce ownership culture .
- Hale’s 2024 AIP payout: $1,083,593, equal to 181% of Target; delivered as 27,110 fully vested shares issued in 2025 .
| Element | Target/Payout | Vesting/Settlement |
|---|---|---|
| Target AIP Opportunity ($) | 600,000 | N/A |
| 2024 Payout ($) | 1,083,593 (181% of target) | Paid as 27,110 fully vested shares in 2025 |
Note: Hale’s specific metric weightings/thresholds were not separately disclosed; company-level targets were set at 10% organic revenue growth and $322m adjusted EBITDA for certain NEOs (CEO), with comparable ranges for others; actual 2024 performance achieved 17% organic revenue growth and $312.5m adjusted EBITDA .
Long-Term Incentive Plan (LTIP) – 2024 Grants
- 100% PSUs for Hale; performance over 1/1/2024–12/31/2026 based on: 50% relative TSR vs compensation peer group, 50% 3-year adjusted diluted EPS CAGR; payout scale 0%–350% of Target; if absolute TSR is negative, cap is Target .
- Target number of PSUs: 30,662; Threshold 15,330 (50%); Superior 107,318 (350%) .
| Metric | Weight | Target Definition | Payout Scale | Vesting/Settlement |
|---|---|---|---|---|
| Relative TSR vs 2024 Peer Group | 50% | TSR percentile vs peers | Threshold 40th pct → 50%; Target 55th pct → 100%; Superior 90th pct → 350% | Paid post-committee determination; employment through 3/15/2027 required for payout |
| 3-year Adjusted Diluted EPS CAGR | 50% | EPS CAGR over 2024–2026 | Threshold 25.0% → 50%; Target 29.1% → 100%; Superior 32.8% → 350% | Same as above |
LTIP – Prior Cycles and Realizations
| Award Cycle | Performance Period | Hale Target PSUs (#) | Attained PSUs (#) | Settlement Timing |
|---|---|---|---|---|
| 2022 LTIP PSUs | 1/1/2022–12/31/2024 | 21,396 | 32,972 (154% payout) | Paid on Feb 19, 2025 |
| 2023 LTIP PSUs | 1/1/2023–12/31/2025 | 36,474 | In progress; outstanding unearned PSUs 94,834 at 12/31/2024 (scenario estimate counts) | Determined after performance period; vesting by 3/15/2026 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 7, 2025)
| Class | Shares (#) | % Outstanding | Notes |
|---|---|---|---|
| Class A | 134,659 | <1% | Direct beneficial ownership; Voting Group shared voting arrangements disclosed in footnotes |
| Class B | 120,171 | <1% | Exchangeable 1:1 into Class A with LLC Units (subject to restrictions) |
- Stock ownership guidelines require 3x annual base salary for executives, to be met within five years of February 24, 2022 or appointment (whichever later); for Hale, the five-year compliance deadline is February 24, 2027 . Shares subject to pledges do not count toward compliance; pledged shares are not disclosed for Hale .
- Hedging is prohibited; no current option grants used by the company; equity awards follow multi-year vesting and pay-for-performance structures .
Vested vs. Unvested and Vesting Schedule (as of 12/31/2024)
| Award | Unvested/Unearned (#) | Vesting Details |
|---|---|---|
| RSAs (4/1/2021) | 2,046 | Vested one-half on 3/15/2025; remainder 3/15/2026 |
| RSAs (3/15/2022) | 4,239 | Vested one-third on 3/15/2025; remaining equal annual on 3/15/2026 and 3/15/2027 |
| RSAs (4/1/2021 special) | 25,000 | Vest 4/1/2026 |
| PSUs (2022 cycle) | 43,863 (scenario count at 12/31/2024) | Paid out 32,972 on 2/19/2025 after 154% attainment |
| PSUs (2023 cycle) | 94,834 (scenario count) | Performance through 12/31/2025; payout after committee determination; employment through 3/15/2026 |
| PSUs (2024 cycle) | 107,318 (scenario count) | Performance through 12/31/2026; payout after committee determination; employment through 3/15/2027 |
Equity Realizations in 2024
| Metric | Hale |
|---|---|
| Shares acquired on vesting (#) | 40,682 |
| Value realized on vesting ($) | 1,193,975 |
Employment Terms
- Employment agreements: Hale’s CFO agreement effective April 1, 2021; base salary $300,000; eligible for annual bonus (cash/equity at committee discretion) and participation in Omnibus equity plan .
- Severance Plan (Group 1 Executive): For Qualifying Separation (without change in control): 1.5x base salary paid over 18 months; prior-year earned AIP if unpaid; pro-rated current-year AIP at Target; continued vesting of time-based awards; up to 12 months COBRA premiums . For Qualifying Separation in Change-in-Control Period (double trigger): 2x base salary paid over 24 months; prior-year earned AIP if unpaid; pro-rated current-year AIP at Target; accelerated vesting of time- and performance-based awards; up to 12 months COBRA premiums .
- Single-trigger vesting is not part of standard policy; equity typically continues vesting or is assumed by acquiror, with acceleration if the plan is not assumed; enhanced severance requires double-trigger separation in CoC period .
- Restrictive covenants: all NEOs are subject to non-compete, non-solicit (clients/colleagues), and confidentiality; severance eligibility requires covenant compliance (2 years post separation; 5 years post retirement) .
- No tax gross-ups on golden parachute taxes; indemnification agreements for directors/officers; hedging prohibited .
Potential Payments Illustration (12/31/2024)
| Scenario | Severance ($) | AIP ($) | COBRA ($) | RSAs ($) | PSUs ($) |
|---|---|---|---|---|---|
| Qualifying Separation (No CoC) | 450,000 | 1,083,593 | 23,000 | 1,212,607 | — |
| Change in Control (No Separation) | — | 1,083,593 | — | 1,212,607 | 7,943,784 (committee-determined estimate) |
| Qualifying Separation in CoC Period | 600,000 | 1,083,593 | 23,000 | 1,212,607 | 7,943,784 (committee-determined estimate) |
Note: RSAs/PSUs values at $38.76 closing price as of 12/31/2024; PSUs reflect committee-estimated performance at that date; actual vesting depends on final determinations .
Performance & Track Record
- 2024 operational outcomes: 17% organic revenue growth; adjusted EBITDA $312.5m (+25% y/y); adjusted EBITDA margin 22.5% (+200 bps); adjusted diluted EPS $1.50 (+34% y/y); adjusted free cash flow $134.9m (+97% y/y) .
- Cumulative TSR (value of $100 invested at 12/31/2019): $224.99 in 2021; $156.64 in 2022; $149.66 in 2023; $241.50 in 2024 .
| Year-end | Value of $100 Investment (TSR) |
|---|---|
| 2021 | 224.99 |
| 2022 | 156.64 |
| 2023 | 149.66 |
| 2024 | 241.50 |
Compensation Committee Analysis
- Committee composition: Chair Ellyn Shook; members Jay Cohen, Chris Sullivan, Myron Williams; all independent; committee oversees executive pay, equity plans, and HCM policies .
- Independent consultant: FW Cook; conducted peer benchmarking and market assessments; no other services to the company; committee affirmed consultant independence .
- Peer group used for 2024 includes 16 firms in insurance brokers and P&C; e.g., AJG, Brown & Brown, Goosehead, Ryan Specialty, Kinsale, Selective, etc. .
- Executive pay methodology: below 25th percentile base salaries, greater weighting to variable performance-based pay, rigorous goals, multi-year vesting; no hedging, no guaranteed raises, no single-trigger vesting, no 280G/4999 tax gross-ups .
- Say-on-pay 2024 approval: approximately 91% “For” .
- 2025 updates: increased target annual incentive opportunities (+12.5% for CFO and selected NEOs) while keeping base salaries flat; Cohen LTIP now 100% PSUs to align with peers .
Compensation & Ownership Tables (Multi-Year)
Summary Compensation (Hale)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 295,577 | 300,000 | 300,000 |
| Stock Awards ($) | 1,051,634 | 1,722,798 | 1,411,832 |
| Non-Equity Incentive Comp ($) | 767,532 | 1,122,600 | 1,083,593 |
| All Other Comp ($) | 18,200 | 20,000 | 20,000 |
| Total ($) | 2,132,943 | 3,165,398 | 2,815,425 |
Outstanding Equity (Hale, as of 12/31/2024)
| Award | Count (#) | Market/Payout Value ($) |
|---|---|---|
| RSAs (4/1/2021) | 25,000 | 969,000 |
| RSAs (5/3/2021) | 2,046 | 79,303 |
| RSAs (3/15/2022) | 4,239 | 164,304 |
| PSUs (2022 cycle – scenario count) | 43,863 | 1,700,130 |
| PSUs (2023 cycle – scenario count) | 94,834 | 3,675,766 |
| PSUs (2024 cycle – scenario count) | 107,318 | 4,159,646 |
Note: Market/payout values use $38.76 closing price on 12/31/2024; PSUs represent scenario counts pending final performance; 2022 cycle actually paid 32,972 PSUs in Feb 2025 .
Risk Indicators & Red Flags
- Clawback policy compliant with Nasdaq 5608; applies to current/former executive officers for restatements (including “little r” restatements) .
- Hedging prohibited; stock options not currently granted; policy and process for equity awards avoids timing around MNPI .
- No tax gross-ups for golden parachutes; no excessive perquisites disclosed .
- Related party transaction governance via Audit Committee; Hale is a member of the Voting Group referenced in ownership disclosures; no Hale-specific related party transactions disclosed .
- Corporate governance context includes stockholders agreements (2019 and 2024) and ongoing litigation about agreement provisions; Board established Independent Committee for specified matters; implications primarily at company-level control, not individual compensation .
Investment Implications
- Alignment: Hale’s pay design is strongly performance-linked, with 100% PSUs in LTIP and AIP paid in shares, reinforcing ownership culture; stock ownership guideline of 3x base salary by 2/24/2027 strengthens alignment .
- Retention vs. selling pressure: Multi-year cliff vesting on PSUs through March 2027 and scheduled RSA vesting dates support retention; monitor Form 4 activity around PSU settlements and AIP share issuance for potential insider selling pressure and any 10b5-1 plans .
- Change-in-control economics: Double-trigger severance (2x base) and equity acceleration upon qualifying separation in CoC period are moderate; absence of tax gross-ups is shareholder-friendly; single-trigger acceleration only if plan not assumed by acquiror .
- Execution risk: Company’s aggressive growth and EPS/TSR PSU targets create high variability in realized pay; however, 2022 cycle payout at 154% indicates strong delivery; continued organic growth and EBITDA expansion are positive signals under Hale’s financial leadership .