Karin Coleman
HCI GroupAbout Karin Coleman
Karin Coleman, age 64, is Chief Operating Officer of HCI Group and has served on the board since 2021; she is President of Homeowners Choice P&C (since 2019) and, since March 2025, President of TypTap Insurance Company . She joined HCI in 2009 (VP Corporate Services), became EVP in Dec 2017, and brings marketing, legislative and HR expertise; she holds a BA in International Studies (USF) and is a Certified Senior Professional in Human Resources . Company performance over her senior tenure includes net income of $89.3M in 2023 and $127.6M in 2024 with ROE averages ~12.5–13.9% over the decade and strong TSR (HCI $214 by 12/31/2023; $289 by 12/31/2024 from a $100 base), as well as revenue growth of 10% (2023) and 36% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCI Group, Inc. | COO; Director | 2021–present | Oversight of operations; governance via board service; Sustainability Committee member . |
| Homeowners Choice P&C (HCI subsidiary) | President | 2019–present | Grew and retained policyholders; supports underwriting initiatives . |
| TypTap Insurance Company (HCI subsidiary) | President | Mar 2025–present | Leadership in tech-enabled insurance growth . |
| HCI Group, Inc. | VP Corporate Services; EVP | 2009–2017 (VP); 2017–2021 (EVP) | Led strategic initiatives, HR, regulatory affairs, vendor mgmt., community relations . |
| Florida Progress Corporation (now Duke Energy) | Corporate roles | 13 years (prior to HCI) | Diversified holding company operating electric/energy businesses . |
| Take Stock in Children | VP Strategic Alliances | 9 years (prior to HCI) | State’s largest public-private partnership; college access for at-risk children . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Take Stock in Children | VP Strategic Alliances | 9 years | Non-profit education partner . |
| Public company boards | — | — | No other current public boards disclosed . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $500,000 |
| Cash Bonus ($) | $0 | $100,000 | $250,000 |
| All Other Compensation ($) | $116,000 (dividends+401k) | $70,500 (dividends+401k) | $68,692 (dividends+401k) |
Notes:
- All Other Compensation includes dividends on unvested restricted shares and 401(k) contributions; in 2024, Ms. Coleman received $56,600 in dividends and $12,092 in 401(k) contributions . In 2023, $59,900 dividends and $10,600 401(k) ; in 2022, $105,400 dividends and $10,600 401(k) .
Performance Compensation
| Component | Metric/Trigger | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2023 Cash Bonus | Committee discretion; several key metrics tied to financial performance | Discretionary | Not formulaic | $100,000 | Cash, paid 2024 |
| 2024 Cash Bonus | Committee discretion; several key metrics tied to performance | Discretionary | Not formulaic | $250,000 | Cash, paid 2025 |
| RS (Time-based) | Service condition | — | 3,000 shares (granted 2021) | 750 vest annually (Feb 25) | Annual tranches; dividends paid on unvested |
| RS (Market-based) | HCI stock ≥ $140 for 30 consecutive trading days | — | 34,000 shares (granted 2021) | Not yet achieved through 12/31/2024; fair value $82.80 at 12/31/2024 | Vests one year after threshold hit |
Additional vesting activity and tax withholding:
- Shares vested and surrendered to cover taxes: 2022 vested 37,375; 14,242 surrendered (net issuance 23,133) . 2023 vested 2,500; 650 surrendered (net issuance 1,850) . 2024 vested 1,625; 437 surrendered (net issuance 1,188) .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 82,412 (incl. 38,125 restricted) | 58,762 (incl. 35,625 restricted) | 58,325 (incl. 34,000 restricted) |
| Ownership as % of shares outstanding | <1% (of 8,596,673) | <1% (of 10,276,413) | <1% (of 10,764,836) |
| Unvested Service-based RS | 875 + 1,500 (12/31/2023) | 750 (12/31/2024) | Not separately listed; 750 schedule continues |
| Unvested Market-based RS | 34,000 @ $140 (12/31/2023) | 34,000 @ $140 (fair value $82.80 at 12/31/2024) | 34,000 remain unvested |
| Options (exercisable/unexercisable) | None disclosed | None disclosed | None disclosed |
Policies and alignment:
- Anti-hedging: Employees, officers, directors prohibited from hedging HCI securities; no short positions allowed .
- Director share ownership policy: New directors must acquire $200,000 in HCI shares within five years and hold until retirement .
- Pledging: No pledges disclosed for Ms. Coleman; pledging appears for certain other executives in 2023 footnotes (not Ms. Coleman) .
Employment Terms
| Provision | Status/Details |
|---|---|
| Employment agreement | Specific terms for Ms. Coleman not disclosed in proxies; CEO and CFO agreements detailed . |
| Severance | Not specifically disclosed for Ms. Coleman; CFO receives 12 months base salary on termination without cause . |
| Change-of-control (COC) | Under 2012 Omnibus Incentive Plan, restricted shares vest immediately upon COC unless assumed/ replaced; vest also if employment terminated within 12 months post-COC . |
| Clawback | Compensation Committee charter includes clawback for incentive pay tied to restated results . |
| Non-compete/Non-solicit | Not disclosed for Ms. Coleman in proxies. |
| Deferred comp/Pension | 401(k) safe harbor with match; no pension or nonqualified deferred compensation plans . |
Board Governance
- Board service history: Director since 2021; Class A director re-elected in 2024; term continues to 2027 . Age 64 in 2025 .
- Committee roles: Member, Sustainability Committee (not independent) .
- Independence: Not independent due to executive role; majority of board is independent (6 of 10 in 2024; 6 of 9 in 2025) .
- Board leadership: CEO also Chairman; mitigated by Lead Independent Director charter (Gregory Politis), executive sessions, and majority independent committees .
- Attendance: 13 board meetings in 2023 and 2024; nine directors at 100% and one at 92% in 2023; each director at least 92% in 2024 .
Director Compensation
- Employee directors (including Ms. Coleman) receive no additional director compensation .
- Non-employee directors: $25,000 per quarter in cash; annual restricted stock grants (500 shares in 2023 vesting 5/21/2024; 750 shares in 2024 vesting 5/22/2025), with dividends on unvested shares .
Compensation Structure Analysis
- Cash vs equity mix: Ms. Coleman’s base increased to $500k in 2024 with discretionary bonuses resuming and rising ($0→$100k→$250k), while no new equity granted to her post-2021 multi-year award—reflecting reliance on pre-existing long-term equity with time- and price-based vesting .
- Shift to RS/market-based hurdles: 2021 grants emphasize stretch stock price hurdles ($140), reducing guaranteed equity and increasing at-risk pay; time-based component continues to vest in small tranches (750/year), supporting retention .
- Discretionary bonuses: Committee retains discretion based on qualitative and quantitative performance; specific executive metrics beyond CEO not formulaic .
- Clawbacks/COC acceleration: Strong clawback and COC immediate vesting elevate alignment but introduce potential event-driven acceleration risk .
Say‑on‑Pay & Shareholder Feedback
- Say-on-pay approval: 66% in 2022 (prompted enhanced disclosures and no bonuses/increases that year) and 98% in 2023 (supportive of CEO option grant framework; bonuses tied to improved performance) .
- Engagement: Outreach to ~65–78% of shares; significant director participation; feedback incorporated into compensation program design .
Compensation Peer Group (for benchmarking context)
- 2024 core peer group included Universal Insurance, Heritage Insurance, American Coastal; 2025 peer group refreshed to include property & casualty and software comparables (e.g., Palomar, Skyward Specialty; Alkami, nCino) reflecting HCI’s insurance/insurtech mix .
- HCI TSR outperformed peer groups over multi-year periods (HCI $214 vs core peer $70 in 2023; HCI $289 vs new core peer $146 in 2024) .
Risk Indicators & Red Flags
- Section 16 compliance: Ms. Coleman filed Form 4 late (two days in 2022; four days in 2023; one day in 2024) .
- Hedging/Pledging: Hedging prohibited; no pledging disclosed for Ms. Coleman .
- Related party transactions: None attributed to Ms. Coleman; board-level related party items include Oxbridge RPP participation and Centerbridge/Typtap investment oversight (independent review noted) .
- Event-driven acceleration: COC immediate vesting of RS could create lump-sum realizations .
Investment Implications
- Alignment and retention: Large unvested market-based RS (34,000 @ $140 hurdle) plus ongoing time-based vesting and dividend streams incentivize long-term value creation and retention, but absence of new equity grants since 2021 concentrates exposure in price-hurdle awards .
- Selling pressure: Historical tax-withholding share surrenders around vest dates (e.g., 2022–2024) suggest mechanical, periodic dispositions rather than discretionary selling; limited direct market sales disclosed in proxies .
- Governance checks on dual role: As an employee-director, Ms. Coleman is not independent; risks mitigated by majority independent board, independent committee leadership, and a Lead Independent Director framework .
- Change-of-control optionality: Immediate RS vesting on COC can materially increase realized pay; clawback policy and anti-hedging guardrails provide some shareholder protections .