Katherine H. Antonello

About Katherine H. Antonello

Katherine H. Antonello (age 60) is President and CEO of Employers Holdings, Inc. (EIG) and a director since 2021; she became CEO on April 1, 2021 after joining EIG in 2019 as EVP, Chief Actuary. She holds a B.S. in Mathematics (Birmingham-Southern College) and is a Fellow of both the Casualty Actuarial Society and Society of Actuaries, and a Member of the American Academy of Actuaries . Under her leadership, 2024 results included net income of $118.6M (diluted EPS $4.71), an Adjusted GAAP Calendar Year Combined Ratio of 98.0%, Adjusted BVPS of $50.71 (+9.8%), GAAP BVPS of $43.52 (+11.9%), and record net investment income of $107.0M; net written premium reached $769.5M (highest since IPO), with policies in-force up 3% to 130,767 . For 2024, the Company-reported cumulative TSR index (base 12/31/2019 = 100) was 147.79 vs the P&C peer index 227.67 .

Past Roles

External Roles

Fixed Compensation

• CEO receives no additional compensation for Board service (employee director) .

Perquisites and benefits (2024): car allowance $14,400; 401(k) match $13,800; life insurance premiums $2,385; HSA $1,200; personal benefits $5,602; cash dividends on vested equity $156,411; total “All Other Compensation” $193,798 . No SERP/defined benefit pension; no nonqualified deferred compensation plans .

Performance Compensation

Short-Term Incentive (STI) – 2024

• Structure: 100% performance-based cash bonus; metric = Adjusted GAAP Calendar Year Combined Ratio; Bonus Hurdle 102.0% (must be ≤102.0% to fund) .
• Outcome: Company achieved 98.0% for 2024; Committee paid between 51% and 95% of target by NEO .
• CEO Target and Payout: Target bonus 110% of base; actual cash bonus $800,000 (≈91% of $880,000 target) .

Long-Term Incentives (LTI) – Grants in 2024

• Mix: 65% PSUs (performance), 35% RSUs (time-vesting); PSUs payout range 0–250% of target .
• PSU metric and curve: Annualized 3-year Change in Adjusted BVPS vs average 10-Year U.S. Treasury; Threshold <+0.0% = 0%; Target +4.0% = 100%; Max +9.0% = 250% (Performance period: 1/1/2024–12/31/2026; payout by 3/15/2027) .
• RSU vesting: 25% on each of Mar 15, 2025/2026/2027/2028; dividends credited but paid only upon vesting .

Equity Ownership & Alignment

• Beneficial ownership: 87,834 common shares (as of 3/24/2025) . Shares outstanding: 24,260,602 (record date) . Ownership ≈0.36% (=87,834/24,260,602) .
• Outstanding equity (12/31/2024): unvested RSUs and unearned PSUs below.

• Ownership guidelines (Executives): CEO 4x base salary; executives must achieve within 10 years; as of record date, each NEO exceeds requirement or is within transition period .
• Hedging/pledging: Directors and VP+ (incl. NEOs) are prohibited from hedging; equity grants generally prohibit pledging .
• Stock options: none outstanding; no stock options granted in 2024 .

Insider-selling pressure assessment:

• Near-term vesting: 25% of RSUs scheduled each March 15; PSUs cliff-settle in early 2027 (if earned), which can create concentrated liquidity windows but payouts remain performance-contingent .
• No options and anti-hedging/pledging policies reduce mechanical selling pressure and misalignment risk .

Employment Terms

• No individual employment agreement in 2024; covered by Key Executive Change in Control and Severance Plan (adopted 2021) .
• Severance (non–change in control): CEO cash severance = 200% of (base salary + target bonus) paid over 24 months; lump-sum COBRA-equivalent premiums for 24 months .
• Double-trigger Change in Control: CEO lump-sum = 300% of (base salary + target bonus) and 36 months COBRA-equivalent premiums; equity treatment per plan (assumption vs non-assumption) .
• No excise tax gross-ups; best‑net cutback applies .
• Restrictive covenants: separation agreement requires non-compete, non-solicit, confidentiality, etc. to receive severance .
• Clawbacks: robust incentive-compensation clawback and SEC/NYSE-compliant Compensation Recovery Policy .
• Insider trading/hedging policy in place .

Potential payments as of 12/31/2024 (illustrative):

Board Governance

• Board service: Director since 2021; committee memberships: Executive Committee (Member) and Risk Management, Technology and Innovation Committee (Member) .
• Independence and leadership: She is an employee director (not independent); Board is 88% independent with an independent Chair (Jeanne L. Mockard). Average tenure of independent directors is 5 years; 38% female directors .
• Meeting attendance: Board met 7 times in 2024; each director then serving attended at least 75% of Board and applicable committee meetings; continuing directors attended the 2024 annual meeting .
• Director compensation: Employee directors receive no additional director pay (CEO); non-employee director program consists of cash retainers and RSUs .

Performance & Track Record (select 2024 highlights tied to incentives)

Selected pay-for-performance context:

• LTI PSUs tied to multi-year Adjusted BVPS growth vs 10Y UST; STI tied to combined ratio—both critical drivers of P&C value creation and stock performance .
• Say-on-Pay: >95% approval in each of the last five years; no program changes in response to 2024 vote .

Compensation Structure Analysis

• Cash/equity mix: Emphasis on at-risk pay; PSUs are 65% of LTI and approx. 52% of 2024 target direct compensation for CEO, raising performance sensitivity vs time-based RSUs .
• Shift YoY: CEO base increased to $800k from $700k; stock awards grant-date fair value rose to $1.96M (from $1.70M); annual cash bonus decreased to $800k (from $1.19M), consistent with combined ratio outcome .
• Risk and governance: No option grants (reduces re-pricing risk); no CoC gross-ups; robust clawbacks; hedging/pledging prohibitions; stock ownership guidelines (CEO 4x salary) .
• Peer benchmarking: Compensation Committee uses a focused insurance peer set and multiple surveys; independent consultant (CAP) engaged with independence affirmed .

Director Compensation (for context)

• Non-employee directors receive: Board cash retainer ($65k), annual RSU award (~$85k), additional chair and committee fees; CEO receives none of this as an employee director .

Related Party / Red Flags

• No loans to directors or executive officers; related person transactions reviewed under policy; BlackRock manages certain investments under an IMA with disclosed fees reviewed by Audit Committee .
• No SERP/pension, no CoC gross-ups; anti-hedging/pledging; clawbacks in place .
• CFO transition: Former CFO retired Mar 31, 2025; successor appointed Mar 19, 2025; no separation benefits paid to retiring CFO .

Equity Ownership & Director Governance Policies

• Executive and director ownership guidelines in place; directors required to own ≥3x Board cash retainer (non-employee directors) and executives up to 4x salary (CEO) with 10-year compliance window; directors/NEOs restricted from hedging/pledging .

Investment Implications

• Strong alignment: High proportion of CEO pay in PSUs linked to multi-year Adjusted BVPS over a market rate benchmark (10Y UST) and STI tied to combined ratio should align outcomes with underwriting discipline and book value compounding—positive for long-term holders .
• Near-term catalysts/pressure: Annual RSU vesting each March creates predictable, modest liquidity windows; absence of options and anti-hedging/pledging reduce adverse selling signals .
• Downside protection/governance: Double-trigger CoC economics (300% base+target) are market-typical but sizable; robust clawbacks, no tax gross-ups, and independent Chair mitigate governance risk .
• Track record: 2024 improved BVPS/ABVPS and stable net income with record investment income; combined ratio remains key watchpoint for STI outcomes and capital allocation pacing (buybacks/dividends) .