Wayne Burks
HCI GroupAbout Wayne Burks
Independent director since 2013 (Class C; term ends 2026), age 77. Former audit partner at Coopers & Lybrand with ~23 years in audit; later CFO roles at multiple companies including Romark LC (CFO 2016–2019; Director & Audit Chair 2019–2021) and Prepared Holdings (2008–2010). CPA (inactive). BS in Accounting & Business Administration from Troy University. Identified by the Board as the Audit Committee financial expert and currently serves as Audit Committee Chair. Independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coopers & Lybrand | Audit Partner | ~23 years (prior to 2008) | Led audits; foundational external audit experience |
| Prepared Holdings, LLC | Chief Financial Officer | Dec 2008 – Jun 2010 | Insurance CFO experience |
| Sterling Financial Consulting | Principal | Jul 2010 – Apr 2012 | Financial/operational consulting |
| WRB Enterprises, Inc. | Director & Chief Financial Officer | Apr 2012 – Jun 2016 | Multi-industry holding company finance leadership |
| Romark LC | Vice President & Chief Financial Officer | 2016 – Jul 2019 | Biopharma CFO experience |
| Romark LC | Director; Audit Committee Chair | Oct 2019 – Jun 2021 | Chaired Audit; governance oversight |
External Roles
| Organization | Type | Current Role | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | No current public company directorships disclosed |
Board Governance
- Independence: Board determined Burks is independent (NYSE 303A.02 tests) .
- Committee assignments: Audit Committee Chair; not listed on other committees in 2024/2025 proxies .
- Financial expert: Board identified him as Audit Committee financial expert .
- Attendance and engagement:
- Board met 13 times in 2024; nine directors attended 100% and one attended 92% of meetings .
- Audit Committee met 6 times in 2024; committee members (other than one Compensation Committee member) had 100% attendance, implying full Audit attendance .
- Eight of ten directors attended the 2024 Annual Meeting .
- Leadership structure and oversight: Combined CEO/Chair with a Lead Independent Director (Gregory Politis); independent directors meet in executive sessions .
- Shareholder alignment controls: Anti-hedging policy; Director share ownership policy ($200,000 within five years); Code of Ethics; no poison pill .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash retainer/fees | $100,000 | $25,000 per quarter for non-employee directors |
| All other compensation | $1,000 | Dividends on unvested restricted shares |
| Total cash + other | $101,000 | Sum of above |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (annual) | Jun 12, 2024 | 750 | $72,285 | Vests May 22, 2025 | Service-based RS for each non-employee director; dividends paid during vesting |
Total reported 2024 director compensation for Burks: $173,285 (Fees $100,000; Stock Awards $72,285; All Other $1,000) .
No option awards or meeting/committee chair fees are disclosed for directors; director compensation is a mix of quarterly cash retainer and annual restricted stock grant .
Other Directorships & Interlocks
- Current public boards: None disclosed .
- Related party transactions: None identified for Burks. Board notes an Oxbridge reinsurance contract involving fellow director Jay Madhu (not Burks) and confirms related-party approval policy by disinterested directors .
- Family interlocks on Board concern Gregory and Peter Politis; Board reaffirmed independence after consideration (not related to Burks) .
Expertise & Qualifications
- CPA (inactive); audit partner experience; multiple CFO roles (insurance, biopharma, diversified holdings) .
- Audit Committee financial expert designation; deep financial reporting, controls, and auditor oversight experience .
- Industry exposure includes insurance finance and risk management relevant to HCI’s core business .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes/Breakdown |
|---|---|---|---|
| Wayne Burks | 9,882 | <1% | Includes 9,132 shares held by Burks & spouse; and 750 restricted shares |
| Unvested RS outstanding (12/31/2024) | 750 | — | 2024 grant; vesting May 22, 2025 |
- Director ownership policy: Each new director expected to own ≥$200,000 of HCI stock within five years and hold through Board service; individual compliance status not disclosed .
- Hedging: Directors prohibited from hedging HCI securities .
- Section 16 compliance: No late filings noted for Burks in 2024 (late Form 4s were by Paresh Patel and Karin Coleman) .
Governance Assessment
- Positives:
- Long-tenured independent audit chair with CPA and former Big Four partner pedigree; designated financial expert enhances audit oversight credibility .
- Strong committee engagement (6 Audit meetings) with essentially full committee attendance; robust Board meeting cadence (13) .
- Director pay structure mixes cash and time-based equity, aligning with shareholder interests without riskier option grants for directors .
- No disclosed related-party conflicts or adverse interests for Burks; anti-hedging policy in place .
- Watch items:
- Staggered Board/classified structure remains (Board supports continuity); some investors prefer annual elections .
- Broader Board has disclosed related-party dealings (Oxbridge) unrelated to Burks; continued monitoring of related-party governance advisable .
- Shareholder confidence indicators:
- Prior say-on-pay approval was high (98% in 2023), reflecting overall governance/compensation support; Board continues to emphasize engagement and audit committee oversight (Burks as chair) .