Therese Vaughan
About Therese Vaughan
Therese (“Terri”) Vaughan, age 68, is an independent director at Hamilton Insurance Group, Ltd. (HG), appointed effective March 11, 2024; she serves on the Nominating & Corporate Governance and Underwriting & Risk committees . She is an internationally recognized expert in insurance regulation, former CEO of the National Association of Insurance Commissioners (NAIC), and the longest‑serving and first female Iowa Insurance Commissioner . The Board has affirmatively determined that she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Insurance Commissioners (NAIC) | Chief Executive Officer | Not disclosed | Led U.S. insurance regulatory coordination; internationally recognized regulatory expert |
| State of Iowa | Insurance Commissioner (longest‑serving; first female) | Over 10 years (dates not disclosed) | Led state insurance regulatory oversight |
| Joint Forum (Basel-based group of banking, insurance, and securities supervisors) | Chair | Not disclosed | Chaired cross-sector supervisory forum |
| International Association of Insurance Supervisors (IAIS) | Executive Committee member | Not disclosed | Represented U.S. regulatory system internationally |
| U.S./EU Insurance Dialogue Project | Steering Committee member | Not disclosed | Advanced transatlantic regulatory coordination |
External Roles
| Organization | Role | Status |
|---|---|---|
| Verisk Analytics | Director | Current |
| Wellmark Blue Cross and Blue Shield | Board member | Current |
| WestBank | Board member | Current |
| Food Bank of Iowa | Board member | Current |
| AIG | Director | Recently served (prior) |
Board Governance
- Committees and roles:
- Nominating & Corporate Governance: Member (chair is Stephen W. Pacala) .
- Underwriting & Risk: Member (chair is Marvin Pestcoe) .
- Not designated as a committee chair .
- Independence: Board affirmed Vaughan as “independent” under NYSE and SEC rules .
- Attendance and engagement: The Board met four times in 2024, each committee met four times, and no director attended fewer than 75% of applicable meetings; independent directors held executive sessions at each regular Board meeting .
- Board leadership and structure: Independent Chair (David A. Brown); majority‑independent Board and fully independent Audit, Compensation & Personnel, and Nominating & Corporate Governance committees; “no over‑boarding” policy (≤4 other public company boards) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Paid quarterly; part of a $250,000 annual package |
| Annual equity retainer (RSUs) | $150,000 | Granted on AGM date; cliff vests at the earlier of 1 year or next AGM; deferral election for 50% or 100% available |
| Chair of Board (additional cash) | $175,000 | Total Chair comp $425,000 (cash + equity) |
| Audit Committee Chair (additional cash) | $50,000 | Cash only |
| Compensation & Personnel Chair (additional cash) | $25,000 | Cash only |
| Other Committee Chair (additional cash) | $20,000 | Cash only |
| Subsidiary board service | $20,000 | Paid in cash or shares, at director’s election |
| One‑time transition payment | Pro‑rated portion of equity value | For 1/1/2024–2024 AGM equity timing transition |
Vaughan’s reported 2024 director compensation (pro‑rated due to March 11, 2024 appointment):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Therese (Terri) Vaughan | 120,833 | 150,000 | 270,833 |
Notes: Non‑employee directors who are not committee chairs do not receive additional committee membership fees; reasonable expenses reimbursed .
Performance Compensation
| Equity vehicle | Grant value | Timing | Vesting | Deferral/Other |
|---|---|---|---|---|
| RSUs (annual director grant) | $150,000 | Granted on AGM date (June 2024 issuance for 2024 cycle) | Cliff vests at earlier of 1 year or next AGM | Directors may defer 50% or 100% of RSUs |
No stock options or PSUs are part of the director program; non‑employee directors receive the equity retainer in RSUs only .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Notes |
|---|---|---|---|
| Verisk Analytics | Corporate | Director | Current; potential ecosystem proximity given Verisk’s analytics role in insurance sector; no Hamilton‑specific related‑party transaction disclosed |
| Wellmark Blue Cross and Blue Shield | Corporate | Board member | Current |
| WestBank | Corporate | Board member | Current |
| Food Bank of Iowa | Non‑profit | Board member | Current |
| AIG | Corporate | Director | Recently served (prior) |
Related‑party oversight: Hamilton maintains a related‑party transactions policy with Audit Committee review; the proxy’s related‑party section does not identify any transactions involving Vaughan .
Expertise & Qualifications
- Insurance regulation and policy: Former NAIC CEO; longest‑serving and first female Iowa Insurance Commissioner; represented U.S. regulators internationally (IAIS Executive Committee; U.S./EU Dialogue) .
- Cross‑sector supervisory leadership: Chaired the Basel‑based Joint Forum of banking, insurance, and securities supervisors .
- Board governance and risk: Serves on Hamilton’s Nominating & Corporate Governance and Underwriting & Risk committees, aligning expertise with board oversight priorities .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | Ownership % Indicator | Notes |
|---|---|---|---|
| Therese Vaughan | 8,955 | <1% (starred) | As of March 21, 2025; beneficial ownership per SEC rules |
Ownership alignment policies:
- Non‑employee directors must hold ≥5x annual retainer (excluding chair fees) in Company shares within five years of appointment; RSUs and directly/beneficially owned shares count toward compliance .
- Hedging and pledging of Company stock are prohibited by the insider trading policy .
- Rule 10b5‑1 trading plans are permitted with required cooling‑off and pre‑clearance .
Governance Assessment
Strengths supporting investor confidence:
- Proven regulatory expertise with international scope; alignment with Hamilton’s risk‑centric industry and her roles on Underwriting & Risk and Nominating & Corporate Governance .
- Independence affirmed; majority‑independent Board; independent Chair; fully independent key committees; “no over‑boarding” policy .
- Attendance: No director below 75% in 2024; quarterly executive sessions without management .
- Pay alignment: Director comp mix emphasizes equity ($150k RSUs) with clear vesting; no meeting fees for non‑chairs; ownership guideline of 5x retainer within five years .
- Risk controls: Robust related‑party policy overseen by Audit Committee; hedging/pledging prohibited .
Watch items / potential conflicts (no red flags disclosed):
- External board at Verisk Analytics: If Hamilton procures services from Verisk, conflicts would need management via recusals; proxy does not disclose any Vaughan‑related transactions; Audit Committee oversees related‑party matters .
- Shareholder sentiment: Executive say‑on‑pay (company‑wide governance signal) received 82% support at 2024 AGM; continued monitoring advisable as public tenure matures .
Overall view: Vaughan brings deep regulatory rigor and relevant committee placements, with independence, attendance, and equity‑based alignment consistent with governance best practices; no Vaughan‑specific related‑party issues or compensation anomalies are disclosed .