Joseph Sarafa
About Joseph D. Sarafa
Independent director (Class I) at Conifer Holdings, Inc. since 2012, age 71 as of the 2025 record date. A practicing attorney for 30+ years, partner at Moothart & Sarafa, PLC since 2010; co‑owner of a Michigan property management and development company. Education: B.S., University of Michigan; J.D., University of Detroit School of Law; admitted to the State Bar of Michigan in 1983. Chair of the Nominating & Corporate Governance Committee since 2015; nominated for a new three‑year term through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moothart & Sarafa, PLC | Partner | 2010–present | Legal counsel; governance/compliance expertise to CNFR board |
| Michigan property management & development co. | Co‑owner | Not disclosed | Real estate/operations perspective |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| West Shore Bank | Director | Sep 2024 | Banking board experience (regional bank) |
Board Governance
- Current committees: Compensation Committee member; Nominating & Corporate Governance Committee Chair; not on Audit .
- Independence: Board determined all directors are independent under Nasdaq/SEC rules in most recent review (2025); eight of ten were independent in 2024 .
- Attendance: Each director attended ≥75% of board and relevant committee meetings in 2024 (11 meetings), 2023 (12), and 2022 (8) .
- Committee activity (2024): Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 4 times; Audit Committee met 7 times .
- Board leadership: Chair is an independent director (J. Grant Smith); leadership separated from CEO role .
- Board resizing: Post‑2025 meeting, board will reduce from eight to five members aligned with strategic shift after agency sale, aiming for agility and efficiency .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual director cash retainer ($) | $20,000 | $20,000 | $20,000 |
- Policy: Non‑employee directors receive $20,000 annual cash payments, payable quarterly. No standard equity grants to directors disclosed; 2024 director compensation table shows only cash fees .
Performance Compensation
| Metric/Instrument | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director equity grants (RSUs/PSUs/Options) | None disclosed | None disclosed | None; company disclosed no stock options granted in 2024 |
- Plan context: The 2015 Omnibus Incentive Plan has minimal shares remaining and no indication of director grants during these years . No director performance metrics tied to compensation are disclosed (e.g., TSR, ROE), and no meeting fees or committee chair fees are specified for Mr. Sarafa (board chair payments noted for other directors) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Related |
|---|---|---|---|
| West Shore Bank | Financial institution | Director | None disclosed beyond role |
- Network note: CNFR’s board includes affiliates of Clarkston Ventures/Clarkston 91 West LLC (Hakala affiliates) holding significant ownership and preferred voting rights, but no interlock tied to Mr. Sarafa is disclosed .
Expertise & Qualifications
- Legal and regulatory: 30+ years as an attorney; governance, compliance, regulatory expertise cited as core board contribution .
- Industry exposure: Broad counsel across industries; active community and multi‑board engagement .
- Education/credentials: B.S. (University of Michigan), J.D. (University of Detroit), Michigan Bar (1983) .
Equity Ownership
| Measure | 2023 (as of Mar 20, 2023) | 2024 (as of Mar 25, 2024) | 2025 (as of Apr 7, 2025) |
|---|---|---|---|
| Beneficial shares | 250,000 | 250,000 | 350,000 |
| % of common outstanding | 2.1% | 2.0% | 2.4% |
- Alignment signals: Participated in CNFR’s Aug 2022 private placement (purchased 50,000 shares), indicating willingness to commit personal capital .
- Hedging/pledging: Company prohibits hedging under Insider Trading Policy; no pledging disclosures specific to Mr. Sarafa appear in the proxy .
Governance Assessment
- Committee assignments & chair role: As Nominating & Corporate Governance Committee Chair and Compensation Committee member, Mr. Sarafa is central to board composition, governance policy, and executive/director pay oversight—positions consistent with his legal/regulatory skillset .
- Independence & attendance: Independent status affirmed; consistent attendance threshold met across years—baseline indicators of engagement .
- Ownership alignment: Increased beneficial ownership to 350,000 shares (2.4%) by 2025, plus prior primary-market participation (2022) supports “skin‑in‑the‑game” alignment .
- Compensation structure: Cash‑only director pay at $20,000/year; absence of equity grants reduces long‑term pay‑for‑performance alignment but minimizes dilution and potential conflicts; no director‑level performance metrics disclosed .
- RED FLAGS / Related‑party exposure:
- July 2024: An affiliate of Mr. Sarafa purchased $500,000 of private debt of a third party from the Company—approved under the related‑party policy by the Audit Committee, but indicates transactional ties with a director‑affiliated entity. Monitor for terms fairness and recurrence frequency .
- Board restructuring & control dynamics: Significant share/vote concentration among Clarkston affiliates (common + Series B Preferred with capped aggregate voting at 19.99%) shapes governance context; vigilance on independence and committee oversight remains important for investor confidence .
- Policies: Prohibition on hedging, whistleblower oversight via Audit Committee, and clawback compliance (Nov 2023) are positive governance controls; no late Section 16 filings attributed to Mr. Sarafa in 2024 .