Brian Roney
About Brian Roney
Brian Roney is President and Chief Executive Officer of Conifer Holdings, Inc. (CNFR). Age 61, he has been with CNFR since 2010, served as President since 2010, and was appointed CEO effective August 30, 2024. He holds a B.A. from the University of Notre Dame and an M.B.A. from the University of Detroit, and previously held FINRA Series 7, 24 and 63 licenses as a broker-dealer principal. His background includes more than 35 years in financial services and senior finance roles at multiple publicly traded insurance companies; CNFR’s filings do not disclose specific TSR or operating metrics tied to his individual performance during tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple publicly traded insurance companies | CFO, EVP, Treasurer | Not disclosed | Brought public company finance expertise to executive leadership |
| Conifer Holdings, Inc. | President | 2010–Aug 2024 | Oversaw finance, investor relations, and general operations |
| Conifer Holdings, Inc. | Chief Executive Officer | Aug 2024–Present | Overall company leadership; appointed following CEO transition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broker-dealer (unspecified) | Principal | 10 years | Specialized in public and private offerings; held FINRA Series 7, 24, 63 |
Fixed Compensation
Multi-year compensation summary for Brian Roney:
| Metric ($USD) | 2018 | 2019 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Salary | $425,000 | $425,000 | $425,000 | $425,000 | $425,000 | $425,000 |
| Bonus | $60,486 | — | — | — | — | $318,750 |
| Option Awards (grant-date fair value) | — | — | $31,035 | $257,233 | — | — |
| Other Compensation (401(k) match) | $11,000 | $11,200 | $11,200 | $12,200 | $13,200 | $13,800 |
| Total Compensation | $496,486 | $436,200 | $467,235 | $694,433 | $438,200 | $757,550 |
Notes:
- 2021 option awards reflect grant-date fair value under ASC 718; company cautions these amounts do not represent realized value .
- Other compensation consists of employer 401(k) matches as disclosed .
Performance Compensation
- CNFR did not disclose specific annual incentive performance metrics, weightings, or payout formulas attributable to Roney’s 2024 cash bonus in the proxy; only actual amounts are shown.
- No 2024 equity grants were disclosed for Roney; prior equity awards were options granted in 2020 and 2022 (see vesting schedules below).
Equity Ownership & Alignment
Outstanding option awards (as of Dec 31, 2023):
| Grant Date | Number Exercisable (#) | Number Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Jun 30, 2020 | 18,000 | 12,000 | $3.81 | 6/30/2030 |
| Mar 8, 2022 | 53,000 | 212,000 | $4.53 | 3/8/2032 |
Vesting mechanics and indicative schedule:
- 2020 grant: 30,000 options vest in five equal annual installments beginning on first anniversary (6,000/year 2021–2025) .
- 2022 grant: 265,000 options vest in five equal annual installments beginning on first anniversary (53,000/year 2023–2027) .
Stock pledging/hedging and ownership guidelines:
- CNFR filings reviewed do not disclose company-specific anti-hedging/anti-pledging policies or executive stock ownership guidelines applicable to Roney. (No CNFR citations found; unrelated issuers excluded.)
Employment Terms
Roney’s employment and severance economics evolved meaningfully in late 2024:
-
Appointment and agreement context:
- Appointed CEO effective August 30, 2024; the company did not enter into a revised employment agreement at that time.
-
2023 Employment Agreement (as disclosed in 2024 proxy):
- Termination without cause or for good reason (no change-in-control): accrued pay plus one times annual base salary; immediate vesting of any unvested equity awards.
- Change-in-control (within 24 months): accrued pay plus 2.99x the sum of (i) annual base salary and (ii) greater of annual target bonus or average bonus for prior three years; immediate vesting of unvested equity awards. Non-solicitation for one year post-termination.
-
Amended & Restated Employment Agreement dated Dec 13, 2024:
- Extended term through June 30, 2027.
- Introduced “Transaction Bonus” totaling $1,275,000 for Roney, payable in four equal installments in Dec 2024, Jun 2025, Jun 2026, and Jun 2027.
- If Roney resigns with Good Reason or is terminated without Cause, he receives accrued entitlements plus (A) base salary for the remainder of the term and (B) all remaining unpaid Transaction Bonus installments, subject to a release.
- If he resigns without Good Reason: accrued entitlements plus pro-rated portion of the next Transaction Bonus installment.
- Upon death or disability: accrued entitlements plus remaining Transaction Bonus installments.
- If the Company ceases to exist during the term: any unpaid Transaction Bonus installments are payable.
- Importantly, the A&R Agreements eliminated separate severance payments previously payable in connection with a change in control (i.e., prior 2.99x CIC severance).
Investment Implications
- Pay-for-performance mix and evolution: Roney’s 2024 compensation was primarily cash-based (salary + $318,750 bonus), with no new equity awards disclosed, contrasting prior years driven by time-vested options (2021–2022). This shift to cash increases fixed pay exposure and reduces direct equity alignment for 2024, though large pre-existing option stakes still tie him to stock value over 2025–2027.
- Vesting-driven supply overhang: Annual option vesting continues at ~6,000 (2020 grant) through 2025 and ~53,000 (2022 grant) through 2027, creating periodic windows where incremental exercisable shares can add potential selling pressure if in-the-money. The vesting cadence is fully disclosed and predictable, but actual selling patterns require Form 4 monitoring.
- Retention and change-in-control: The Dec 2024 A&R agreement improves retention via guaranteed salary-to-term and installment Transaction Bonuses upon Good Reason/without Cause, while removing separate CIC severance—reducing windfall incentives tied solely to change-in-control outcomes. It also neutralizes M&A uncertainty by ensuring Transaction Bonus payment even if the Company ceases to exist during the term.
- Governance and alignment: CNFR disclosures do not provide anti-hedging/pledging policies or ownership guidelines for executives, limiting visibility on additional alignment safeguards. Monitoring future proxies for policy adoption is prudent. (No CNFR citations found)
- Data to watch: Future proxies for 2025+ to assess equity grant policy under Roney, any shift toward performance-based equity (PSUs) with explicit metrics/weightings, and updated severance economics; plus insider Forms 4 to gauge exercise/sale patterns around vest dates.