Harold Meloche
About Harold Meloche
Harold Meloche, 63, is the Chief Financial Officer and Treasurer of Conifer Holdings, Inc., with primary responsibility over accounting and financial reporting; he has been with the company since 2013 and is a registered Certified Public Accountant . Company performance in 2024 included net earned premiums of $60.9 million, adjusted operating loss of $34.6 million, a combined ratio of 156.0%, and net income allocable to common shareholders of $23.53 million (benefiting from discontinued operations); the value of an initial fixed $100 investment based on TSR was $50.31 for 2024 and $47.30 for 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Conifer Holdings, Inc. | Chief Financial Officer & Treasurer | 2013–present | Leads accounting and financial reporting; analytical expertise supports financial leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $320,000 | $320,000 |
| Bonus ($) | $100,000 | $240,000 |
| All Other Compensation ($) | $12,800 | $12,800 |
| Total Compensation ($) | $432,800 | $572,800 |
Notes:
- 2024 bonuses were discretionary and tied to the sale of Conifer Insurance Services; Meloche is scheduled to receive $960,000 in “Transaction Bonus” cash compensation, payable in four equal installments (Dec 2024, Jun 2025, Jun 2026, Jun 2027). No equity awards were granted in 2024 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Discretionary Transaction Bonus | Completion of sale of Conifer Insurance Services | Discretionary | N/A | Transaction closed Aug 30, 2024 | $960,000 total cash | Four equal installments: Dec 2024, Jun 2025, Jun 2026, Jun 2027 |
| Annual Cash Bonus (2024) | Sale-related discretionary bonus | Committee discretion | N/A | Sale completed | $240,000 (first installment paid in Dec 2024) | Immediate cash at installment dates |
| Annual Cash Bonus (2023) | Committee evaluation of performance | Committee discretion | N/A | N/A | $100,000 | Immediate cash |
Additional context:
- Historical bonus framework: beginning in 2017, the Compensation Committee evaluated executive bonuses primarily via a formula tied to the company’s annual return on equity; percentage schedules were disclosed for the CEO and President, but no CFO-specific percentage schedule is provided in filings .
Equity Ownership & Alignment
| Item | As of Mar/Apr 2024 | As of Apr 7, 2025 |
|---|---|---|
| Shares Beneficially Owned | 62,588 (includes 12,000 options exercisable within 60 days) | 88,588 (includes 16,000 options exercisable within 60 days) |
| Ownership % of Common | Less than 1% | Less than 1% |
| Options – Exercisable | 12,000 @ 2023 YE | 16,000 @ 2024 YE |
| Options – Unexercisable | 8,000 @ 2023 YE | 4,000 @ 2024 YE |
| Hedging / Pledging | Hedging prohibited by Insider Trading Policy; no pledging disclosures found | |
| Trading Windows | Specific window periods and pre-clearance required; blackout restrictions apply |
Outstanding option award details (granted June 30, 2020):
- 20,000 options at $3.81 strike, expire 6/30/2030; vest in five equal annual installments beginning on 6/30/2021 .
Option vesting schedule:
| Vest Date | Shares Vesting | Exercise Price | Expiration |
|---|---|---|---|
| 6/30/2021 | 4,000 | $3.81 | 6/30/2030 |
| 6/30/2022 | 4,000 | $3.81 | 6/30/2030 |
| 6/30/2023 | 4,000 | $3.81 | 6/30/2030 |
| 6/30/2024 | 4,000 | $3.81 | 6/30/2030 |
| 6/30/2025 | 4,000 | $3.81 | 6/30/2030 |
Equity plan context:
- 2015 Omnibus Incentive Plan has terminated (no new grants) with 315,000 options outstanding; weighted average exercise price $4.42; 20,540 shares remaining available under plans .
Employment Terms
- Agreement effective December 13, 2024; term through June 30, 2027 .
- Base salary: at least $320,000; eligible for discretionary annual cash bonus (not guaranteed; payable in first 75 days of following year, with optional 409A deferral) .
- Transaction Bonus: $960,000 total, payable in four equal installments (Dec 2024, Jun 2025, Jun 2026, Jun 2027) .
- Severance economics:
- If resigns with Good Reason or terminated without Cause: accrued/unpaid base salary and vested benefits; subject to release, base salary through the end of the term plus all remaining unpaid Transaction Bonus installments .
- Resignation without Good Reason: unconditional entitlements plus pro-rated portion of next Transaction Bonus installment .
- Death/disability: unconditional entitlements plus all remaining Transaction Bonus installments .
- Change-of-control: separate severance payments eliminated in the A&R agreements (contrast with 2023 agreements that provided up to 2.99x salary+bonus multiple upon qualified CIC termination) .
- Benefits/perquisites: welfare benefit plans, expense reimbursement, vacation rollover up to 10 days; D&O insurance coverage .
- Clawback: compensation recovery policy adopted Nov 2023 requires recoupment of erroneously awarded incentive-based compensation upon a qualifying accounting restatement .
Company Performance & Risk Context (for alignment assessment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Earned Premiums ($000) | $83,935 | $60,862 |
| Adjusted Operating Income (Loss) ($000) | $(27,867) | $(34,558) |
| Combined Ratio (%) | 134.9% | 156.0% |
| Net Income (Loss) allocable to common ($000) | $(25,923) | $23,530 |
| TSR – Value of $100 investment | $47.30 (2023) | $50.31 (2024) |
Underwriting drivers and execution risk:
- 2024 adverse prior-year reserve development of $33.7 million, predominantly in commercial liability (Security Guard program), driving the calendar year loss ratio to 120.2% and combined ratio to 156.0%; commercial lines ceased writing in 2024 .
Say‑on‑Pay & Shareholder Feedback (2025)
| Votes (Common) | For | Against | Abstain |
|---|---|---|---|
| Advisory vote to approve NEO compensation | 5,089,796 | 4,161,064 | 2,114 |
| Votes (Series B Preferred) | 2,443,353 For; 0 Against; 0 Abstain |
Additional Governance & Trading Policies
- Hedging prohibited for directors, officers, and employees; equity awards granted only during specified trading windows; no equity grants in 2024 .
- Insider Trading Policy requires trading only within defined windows and with pre-clearance; blackout periods apply .
Investment Implications
- Retention and pay-for-performance: Cash-heavy transaction bonus payable through 2027 plus severance that includes remaining installments if terminated without cause or for Good Reason materially increases retention and aligns compensation with a completed strategic transaction; removal of change-of-control severance reduces potential pay inflation risk in a sale scenario .
- Alignment and selling pressure: Modest equity ownership (<1%) and a small remaining unvested option tranche (4,000 vesting on 6/30/2025) imply limited forced selling from vesting; hedging is prohibited and trading requires pre-clearance, constraining opportunistic sales .
- Execution risk: Elevated combined ratio and significant adverse reserve development in 2024 highlight underwriting and reserving challenges; CFO oversight of financial reporting amid loss reserve volatility is a key execution risk to monitor .
- Governance signals: 2025 say-on-pay passed with a close vote among common shareholders; ongoing investor scrutiny of compensation alignment is likely given performance volatility .