Andrew Graham
HCI GroupAbout Andrew Graham
Andrew L. Graham, age 67, is Vice President, General Counsel and Corporate Secretary at HCI Group, Inc., serving since June 1, 2008. He holds a B.S. in Accounting (Florida State University, 1981), a J.D. (1987), and an LL.M. in Taxation (1988) from the University of Florida College of Law . HCI’s pay-versus-performance framework emphasizes Relative TSR, ROE, EBIT, and Gross Premiums Earned; in 2024 HCI reported EBIT of $186.7 million and net income of $127.6 million, underscoring strong operating performance alignment with incentive philosophy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCI Group, Inc. | Vice President, General Counsel & Corporate Secretary | 2008–present | Lead legal and corporate governance functions |
| Trinsic, Inc. (formerly Z‑Tel Technologies, Inc.) | Various roles incl. General Counsel | 1999–2007 | Legal leadership at a publicly held communications services provider |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LM Funding America, Inc. (NASDAQ: LMFA) | Director; Audit Committee Chair | 2015–present | Audit oversight at a specialty finance/Bitcoin mining company |
| Hillsborough County, FL | Internal Audit Committee member | 2011–2016 | Public-sector audit oversight |
| Hillsborough Community College | Board of Trustees member | 2007–2011 | Governance at a state academic institution |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 400,000 |
| Cash Bonus ($) | — | 100,000 | 250,000 |
| Stock Awards ($, grant-date fair value) | — | — | — |
| Option Awards ($, grant-date fair value) | — | — | — |
| All Other Compensation ($) | 116,000 | 70,500 | 70,046 |
| Total ($) | 416,000 | 470,500 | 720,046 |
All other compensation includes dividends on unvested restricted stock and 401(k) contributions; Andrew received $56,600 (2024), $59,900 (2023), $105,400 (2022) in cash dividends on unvested restricted stock and $13,446 (2024), $10,600 (2023), $10,600 (2022) in 401(k) contributions .
Performance Compensation
- 2024 cash bonus: $250,000 (Committee-determined; no new equity grant in 2024 for Andrew) .
- Company’s key performance measures informing pay-versus-performance: Relative TSR, ROE, EBIT, Gross Premiums Earned .
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2024) | Company/Committee assessment | Not disclosed | Not disclosed | $250,000 | Cash (paid for 2024) |
| Long-term Incentive (2021 grant) | HCI share price | $140 threshold (30 consecutive trading days) | Not met through 2024 | N/A | Vests on first anniversary after threshold |
| Time-based RSU (2021 grant) | Service | Annual time-based vesting | 1,625 shares vested in 2024; 214 surrendered for taxes (net 1,411) | $163,196 value realized (gross) | 750 shares vest annually beginning Feb 25, 2022 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 57,230 shares; less than 1% of 10,764,836 shares outstanding as of April 14, 2025 |
| Unvested Service-Based RSUs (12/31/2024) | 750 shares; market value $87,398 at $116.53 closing price |
| Unvested Market-Based RSUs (12/31/2024) | 34,000 shares; fair value $2,815,200 at $82.80 per-share Monte Carlo valuation (threshold $140 for 30 consecutive trading days) |
| Options | None disclosed for Andrew |
| 2024 Vesting Activity | 1,625 shares vested; $163,196 value realized; 214 shares surrendered for tax withholding |
| Ownership Guidelines | CEO-specific ownership policy (3x base salary) disclosed; no executive-wide ownership guideline for non-CEO NEOs |
| Hedging/Pledging | Anti-hedging policy prohibits hedging or short positions; no explicit anti-pledging policy disclosed |
Employment Terms
- Employment start: General Counsel and Corporate Secretary since June 1, 2008 .
- Employment agreements: Proxy discloses agreements for CEO and CFO; none disclosed for Andrew .
- Change-in-control treatment (Omnibus Plan): Restricted shares vest immediately upon a change of control unless assumed/replaced; restricted shares vest immediately if employment terminates within 12 months after a change in control .
- Clawback: Compensation Committee charter includes a clawback policy for incentive compensation tied to subsequently restated results .
- Retirement/Deferred Comp: 401(k) Safe Harbor Profit Sharing Plan with company match up to 4% of salary; no nonqualified deferred comp or pension plans beyond 401(k) .
Investment Implications
- Compensation alignment: Graham’s pay mix is heavily cash-based with legacy RSUs from 2021; no new equity grants in 2024 suggests modest incremental equity dilution and limited incremental vesting overhang tied to Andrew specifically .
- Vesting and selling pressure: Ongoing time-based vesting (750 shares/year) and market-based tranche (34,000 at $140 threshold) create episodic supply; 2024 activity was tax withholding only (214 shares surrendered), with no option exercises or disclosed open-market sales, mitigating near-term selling pressure signals .
- Skin-in-the-game: Beneficial ownership of 57,230 shares provides alignment, though <1% ownership limits direct governance influence; company-wide anti-hedging policy supports alignment, but absence of a disclosed anti-pledging policy leaves a residual governance risk to monitor .
- Change-of-control economics: Plan-level single-trigger vesting unless assumed and double-trigger vesting upon termination within 12 months can accelerate RSU value realization for Graham, representing potential transaction-related compensation leverage .
- Execution and governance profile: Long tenure and substantive external audit leadership (LMFA Audit Chair) point to strong legal and governance experience; HCI’s improved 2024 operating results (EBIT $186.7m; net income $127.6m) provide constructive backdrop for incentive alignment, though specific annual bonus metrics/weights for Andrew are not disclosed and should be considered discretionary .