Mark Harmsworth
HCI GroupAbout Mark Harmsworth
Mark Harmsworth, age 61, is HCI Group’s Chief Financial Officer, serving in the role since May 2017 after joining HCI in December 2016 as SVP of Finance; he is a CPA with a Bachelor of Commerce from the University of Toronto . Under the current executive team, HCI delivered strong financial performance: 2024 pre-tax income of $173.4 million with total revenue of $750.1 million versus $550.7 million in 2023 , and year-to-date 2025 pre-tax income of $285.3 million with diluted EPS of $15.47 through Q3 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCI Group, Inc. | Chief Financial Officer | 2017–present | Finance leadership overseeing capital allocation, reporting, and risk; joined HCI in 2016 as SVP of Finance |
| Stewart Information Services Corporation | Consulting Chief Strategy Officer | 2014–2016 | Strategy leadership for global real estate services; operating model and growth initiatives |
| Ipromoteu.com, Inc. | Chief Operating Officer | 2011–2013 | Operations leadership for tech-enabled outsourced promotional products services |
| First American Title Insurance Company | Chief Financial Officer | 2006–2011 | Finance leadership at a global specialty insurance company |
| First Canadian Title Insurance Company | Senior Executive Vice President | 2002–2006 | Senior leadership for title insurance operations in Canada |
| RE/MAX Ontario-Atlantic Canada Inc. | Executive Vice President | 1989–1999 | Executive leadership at regional real estate franchisor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JMH Consultancy Group, L.L.C. | President (sole member) | 2014–present | Strategic advisory; platform used to serve as consulting CSO at Stewart Information Services (2014–2016) |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $350,000 | $350,000 | $450,000 |
| Bonus | — | $100,000 | $250,000 |
| Stock Awards (grant-date fair value) | — | — | — |
| Option Awards (grant-date fair value) | — | — | — |
| All Other Compensation | $112,938 | $67,977 | $67,200 |
| Total | $462,938 | $517,977 | $767,200 |
Notes
- All Other Compensation includes dividends on unvested restricted stock and Company 401(k) contributions; in 2024, Mr. Harmsworth received $56,600 in dividends and $10,600 in 401(k) contributions .
- 2024 pay decisions for NEOs featured cash bonuses; no equity grants to the CFO in 2024 (only the CEO received a 200,000-share restricted stock award) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary, informed by profitability and qualitative factors (Company reported $173.4m pre-tax income) | Discretionary | Not disclosed | $250,000 cash | Immediate (cash) |
| Time-based RSUs (2021 grant) | Service-based vesting; 3,000 total with 750 vesting annually beginning Feb 25, 2022 | N/A | N/A | 1,625 shares vested in 2024; $163,196 value realized; 437 shares surrendered for taxes (net 1,188 issued) | Annual schedule (750/year) |
| Market-based RSUs (2021 grant) | Stock price threshold; 34,000 RSUs vest only if HCI stock equals/exceeds $140 for 30 consecutive trading days, then vest on 1-year anniversary of threshold | N/A | $140 threshold | Unvested at 12/31/2024; fair value $82.80/share; total $2,815,200 | Single-year post-threshold vest |
Additional context
- No stock options or option-like awards were granted to the CFO in 2024 .
- 2024 vesting occurred only on time-based tranches; market-based $140 tranche remained unvested through year-end 2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 50,608 shares; less than 1.0% of outstanding shares (10,764,836 as of April 14, 2025) |
| Includes Restricted Shares | Ownership line item includes 34,000 restricted shares from the 2021 grant |
| Unvested RSUs (Time-based) | 750 shares outstanding at 12/31/2024; market value $87,398 (based on $116.53 closing price) |
| Unvested RSUs (Market-based) | 34,000 shares tied to $140 threshold; fair value $2,815,200 at 12/31/2024 (Monte Carlo) |
| Shares Vested in 2024 | 1,625 shares vested; $163,196 value realized; 437 surrendered to cover taxes |
| Stock Ownership Guidelines | CEO has a 3x salary requirement; no specific CFO ownership guideline disclosed |
| Hedging/Pledging | Anti-hedging policy prohibits derivative hedging by employees/officers/directors; no explicit pledging policy disclosure in proxy |
Employment Terms
| Term | CFO Agreement Details |
|---|---|
| Agreement Date/Role Transition | Employment agreement executed November 23, 2016; CFO role assumed May 16, 2017 |
| Initial Term & Renewal | Four-year term beginning December 5, 2016; auto-renews for 1-year terms unless 90-day notice before expiration |
| Base Salary per Agreement | $300,000 (or higher as set by Board; actual was $450,000 in 2024 per compensation table) |
| Signing/Initial Bonuses | $15,000 signing bonus; $25,000 one month after employment; minimum $100,000 2017 bonus |
| Severance | If terminated without good cause: accrued salary/leave plus 12 months of base salary |
| Non-compete | Prohibits competitive employment/consulting during employment and for 12 months following termination |
| Change-of-Control (Plan-Level) | Under 2012 Omnibus Plan, restricted shares vest immediately upon change of control unless assumed; also vest immediately if employment is terminated within 12 months after change of control |
| Clawback | Compensation Committee charter includes clawback for incentive pay tied to financials later restated |
Compensation Structure Analysis
- Mix skewed to cash in 2024: salary rose to $450k and discretionary bonus was $250k; no new equity grants to the CFO in 2024, indicating near-term cash orientation while prior multi-year equity remains outstanding .
- Long-dated equity alignment via 2021 RSU structure: small annual time-based tranches (750 shares) and large market-based tranche (34,000 shares) contingent on sustained price performance ($140 threshold), deferring realizable value and tying upside to shareholder returns .
- Dividends on unvested restricted stock are paid, which increases “All Other Compensation” and provides cash income prior to vesting (e.g., $56,600 in 2024) .
- Clawback and anti-hedging policies support alignment and risk control; no option grants to the CFO in 2024 further limits risk-taking via options .
Performance & Track Record
- Company performance under current leadership: 2024 total revenue rose to $750.1 million from $550.7 million in 2023, with pre-tax income of $173.4 million, as the Compensation Committee highlighted strong financial results despite multiple catastrophe events .
- Year-to-date 2025 momentum: pre-tax income $285.3 million and diluted EPS $15.47 for nine months ended September 30, 2025, reflecting improved underwriting and lower loss ratios; CFO participates in quarterly earnings calls signaling active capital markets communication .
Risk Indicators & Red Flags
- Anti-hedging policy prohibits derivative hedging and short positions for employees/officers/directors, reducing misalignment risk .
- Immediate vesting of restricted shares upon change-of-control (unless assumed) and double-trigger vesting upon termination within 12 months post-CoC can create elevated payout sensitivity in M&A scenarios .
- Non-compete of 12 months post-termination helps mitigate near-term competitive leakage; severance at 12 months base salary is moderate and does not include tax gross-ups or enhanced parachutes per disclosed terms .
Equity Ownership & Vesting Schedules
| Award | Grant Date | Quantity | Vesting Schedule/Trigger | Status at 12/31/2024 |
|---|---|---|---|---|
| Time-based RSUs | Feb 26, 2021 | 3,000 | 750 shares vest annually on Feb 25 starting 2022; full shareholder rights incl. dividends | 750 unvested time-based remaining; 1,625 shares vested in 2024 (437 withheld for taxes) |
| Market-based RSUs | Feb 26, 2021 | 34,000 | Vest if HCI stock equals/exceeds $140 for 30 consecutive trading days; vest on first anniversary of threshold | Unvested; fair value $2,815,200 ($82.80/share) |
Investment Implications
- Alignment: Large market-based RSU tranche (34,000) ties significant upside to sustained share price performance, aligning CFO incentives with long-term TSR; time-based vesting remains modest, limiting mechanical dilution pressure .
- Selling pressure: 2024 vesting led to tax-withholding share surrender (437 shares), but no indication of discretionary sales; anti-hedging policy reduces hedged-exposure risks .
- Retention/Transition: Severance of 12 months base salary and a 12-month non-compete suggest moderate retention hooks; CoC vesting features could accelerate equity if a transaction occurs, potentially increasing deal-close motivation but also payout sensitivity .
- Pay-for-performance: Absence of CFO equity grants in 2024 and discretionary cash bonus tied to overall performance (pre-tax income) indicate committee discretion rather than formulaic metrics; the 2021 market-based RSU remains the primary equity lever for performance alignment .