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Sue Watts

Director at HCI GroupHCI Group
Board

About Sue Watts

Sue Watts, age 63, has served as an independent director of HCI since April 2019 after first participating in the company’s Board Observer Program. She is President of Sapience Analytics Corporation since December 2021, and previously held senior operating and technology leadership roles at Capgemini, Xerox, Orange Business Services, and Unisys. She holds a BS in Business from Indiana University and an MBA (Finance) from the University of Notre Dame. Her core credentials include three decades in operations, IT, and leadership, enhancing oversight of management, operations, and technology at HCI .

Past Roles

OrganizationRoleTenureCommittees/Impact
Sapience Analytics CorporationPresidentDec 2021–presentWorkforce analytics leadership; technology oversight capability
Capgemini SEExecutive Vice President; earlier Corporate VP of Application Services; CEO Americas OutsourcingEVP 2017–2021; leadership roles 2010–2014Digital transformation, outsourcing execution experience leveraged in board oversight
Xerox CorporationChief Operating Officer & Corporate Officer, Business Process Outsourcing2014–2017Large-scale operations management expertise
Orange Business ServicesVice President, Americas Global Service2009–2010Global IT/communications services perspective
Unisys CorporationMultiple roles1985–2009Enterprise IT operations experience
EducationBS Indiana University; MBA University of Notre Dame (Finance)Financial and managerial rigor for Compensation/Audit work

External Roles

OrganizationRolePublic Company?Notes
Sapience Analytics CorporationPresidentNot disclosed as publicCurrent operating role
Other public boardsNo other public company directorships disclosed in HCI proxy for Watts

Board Governance

  • Independence: Board determined Sue Watts is independent under NYSE Section 303A.02 .
  • Committee assignments (2025): Compensation Committee (Chair); Audit Committee (Member). Compensation Committee met 6 times in 2024; Audit Committee met 6 times in 2024 .
  • Committee assignments (2024): Governance & Nominating (Member); Audit (Member). Audit met 4 times in 2023; Governance & Nominating met 2 times in 2023 .
  • Board structure: Staggered three-year terms; Class A/B/C rotation .
  • Attendance: Board held 13 meetings in 2024; nine directors attended 100%, one attended 92%. Committee members attended 100% of meetings in 2024 except one Compensation Committee member at 83% (individual not named) .
  • Shareholder support: Re-elected in 2024 with 95.4% “For” votes .
YearAuditCompensationGovernance & NominatingKey Governance Notes
2025 (covering 2024 activity)Member; 6 meetings Chair; 6 meetings Board confirmed Watts independent; pay-for-performance emphasis
2024 (covering 2023 activity)Member; 4 meetings Member; 2 meetings Governance committees fully independent

Fixed Compensation

Component (2024)Amount/DetailVesting/Timing
Cash retainer$25,000 per quarter ($100,000 total) Quarterly; includes attendance at Board and committee meetings
Restricted stock750 shares; grant-date fair value $72,285 Granted June 12, 2024; vests May 22, 2025
All other compensation$1,000 (dividends on unvested restricted shares) As paid
Total$173,285

Performance Compensation

  • Directors receive service-based restricted stock with no performance metrics; 750 restricted shares granted June 12, 2024, vesting May 22, 2025 .
  • No options or non-equity incentive plan compensation for directors in 2024 .
MetricApplies to Directors?Detail
TSR/EPS/EBITDA targetsNoRestricted stock is service-based only
OptionsNoOption awards not granted to directors in 2024
ClawbacksExecutive-focusedClawback policy in Compensation Committee charter applies to executive incentive pay

Other Directorships & Interlocks

  • Other public company boards for Watts: Not disclosed .
  • Interlocks/related party transactions: None identified involving Watts. The proxy discloses reinsurance dealings with Oxbridge Re (director Jay Madhu’s company) and Centerbridge/Typtap history; Watts not party to these .

Expertise & Qualifications

  • Operations management, CEO leadership, technology/industry background, public company board service, and financial experience attributed to Watts in HCI’s skills matrix .
  • Board Observer Program participation prior to joining the Board signals governance acclimation; program currently paused since 2022 .

Equity Ownership

MetricAs of Apr 15, 2024As of Apr 14, 2025
Beneficially owned shares7,280; includes 500 restricted shares 8,030; <1% of outstanding
Restricted shares outstanding500 (from 2021/2020 grants) 750 (granted 6/12/2024; vest 5/22/2025)
Ownership guidelinesDirectors must acquire $200,000 of HCI shares within 5 years of initial election and hold until retirement Compliance status for Watts not disclosed
Hedging/pledgingHedging prohibited by company policy; no pledging disclosed for Watts

Director Compensation (Context and Mix)

  • 2024 director compensation plan: $25,000 per quarter cash and annual restricted stock grant of 750 shares to all non-employee directors; amounts reflect ASC 718 grant-date valuation; dividends paid on unvested shares .
  • Watts’ 2024 totals: $100,000 cash; $72,285 stock; $1,000 other; $173,285 total .
  • Outstanding director stock awards at 12/31/2024: Watts 750 restricted shares .

Compensation Committee Analysis

  • 2025 composition: Sue Watts (Chair), Lauren Valiente; independent under NYSE 303A.02; 6 meetings in 2024; charter available online; stated pay-for-performance focus and open shareholder communications .
  • 2024 composition: Gregory Politis (Chair), Eric Hoffman, Lauren Valiente; 4 meetings in 2023 .
  • Shareholder engagement and Say-on-Pay: 98% approval in 2023; committee actively engages shareholders; renewed emphasis on performance alignment and transparent disclosure .
  • Peer groups used by committee (executive comp context): Florida P&C core peers (e.g., American Coastal Insurance Corporation; Heritage Insurance Holdings; Universal Insurance Holdings) and select software peers to reflect HCI’s insurtech dependence .

Say-On-Pay & Shareholder Feedback

  • 2025 proxy seeks advisory approval of NEO compensation and annual frequency vote; Board recommends FOR both matters and “every year” frequency .
  • 2023 Say-on-Pay approval: 98% in favor, indicating strong investor support for compensation framework .
  • Ongoing engagement: Board and IR engaged shareholders representing ~65% of shares; directors participated directly .

Insider Trades

  • Section 16(a) compliance: Company reports directors/officers complied with filing requirements in 2023, with late Form 4s noted for Coleman, Saravanos, and Harmsworth; Watts not listed among late filers .

Governance Assessment

  • Strengths:
    • Independent director with deep operations/IT experience; chairs Compensation and serves on Audit—key oversight roles .
    • Strong board engagement and attendance; re-election support at 95.4% “For” in 2024 .
    • Anti-hedging policy; director ownership policy enhances alignment .
    • Clear committee charters; Audit pre-approval policies; independent auditor oversight .
  • Watch items / potential red flags:
    • Compensation Committee reduced to two members in 2025, which may constrain perspectives and bandwidth versus prior three-member composition .
    • Staggered board terms may reduce annual accountability; Board defends as continuity benefit .
    • Director ownership guideline requires $200,000 within five years; individual compliance status for Watts not disclosed—potential alignment risk if not met (no assertion of non-compliance) .
    • Related-party transactions exist for other directors (e.g., Oxbridge reinsurance), though none implicate Watts directly .