Bill Swanson
About Bill Swanson
William (Bill) Swanson, age 76, is Hagerty’s Lead Director and an independent member of the Board since December 2021; the Board approved an exception to its Governance Guidelines for his age given his leadership credentials . He was Chairman and CEO of Raytheon Company from 2004–2014 and currently serves on L3Harris Technologies’ board (since December 2023); he previously served on NextEra Energy’s board (2010–2021), including seven years as Audit Committee Chair . Swanson holds a Bachelor’s degree in Industrial Engineering (Cal Poly) and honorary doctorates from Pepperdine and Cal Poly, and is noted for deep risk management and cybersecurity oversight experience . He was re‑elected at Hagerty’s June 3, 2025 annual meeting with strong support (2,589,906,739 “For”; 212,557 “Against”; 1,382,994 “Abstain”; 9,481,295 broker non‑votes) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | Chairman & CEO | 2004–2014 | Led large-scale aerospace defense operations; recognized for risk oversight and cybersecurity governance . |
| NextEra Energy, Inc. | Director; Audit Committee Chair | 2010–2021 | Served as Audit Chair for seven years; significant audit oversight experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L3Harris Technologies, Inc. | Director | Since Dec 2023 | Board service at a major defense/technology company; committees not specified in Hagerty’s proxy . |
Board Governance
- Role: Lead Director elected by independent directors; responsibilities include acting as liaison between Chair and independent directors, leading executive sessions, calling meetings of independent directors, approving agendas/schedules with the Chair, and leading CEO performance and succession discussions .
- Independence: The Board determined all directors except McKeel Hagerty are independent; Swanson is independent under NYSE and SEC rules .
- Committee assignments:
- Chair, Nominating & Governance Committee (members: Swanson (Chair), McKeel Hagerty, Mike Crowley, Rand Harbert) .
- Member, Finance & Capital Committee (members: Rob Kauffman (Chair), Mika Salmi, Bill Swanson) .
- Not a member of Audit or Compensation Committees (Audit: Harris (Chair), Kauffman, Salmi; Compensation: Kay (Chair), Crowley, Harbert, Kuczinski) .
- Attendance and engagement: In 2024 the Board met 7 times; committees met frequently (Audit 6; Nominating & Governance 5; Compensation 10; Finance & Capital 8), and all directors attended at least 75% of Board/committee meetings on which they served .
- Controlled company context: Hagerty utilizes the NYSE “controlled company” exemption only for the Nominating & Governance Committee (composed of three independent directors and one management director); Swanson chairs this committee, which oversees director nominations, committee composition, governance documents, and related person transactions .
- Shareholder support: Swanson was re‑elected in 2025 with 2,589,906,739 votes “For” versus 212,557 “Against” .
Fixed Compensation
| Component | 2024 | 2025 (Structure adopted 2/3/2025; effective 4/1/2025) |
|---|---|---|
| Board annual cash retainer | $85,000 (component of fees) | $85,000 |
| Lead Director retainer | Not specified in 2024 structure | $30,000 |
| Committee chair fees | Nominating & Governance Chair: $8,500 (committee chair fee) included in cash fees | Nominating & Governance Chair: $10,000 |
| Committee membership fees | Finance & Capital Committee member: $5,000; Audit/Comp not applicable | Finance & Capital member: $5,000; Audit: $10,000; Comp: $7,500 (not applicable to Swanson unless serving) |
| Hagerty Re board fee (if applicable) | $5,000 (director-specific only if serving; not indicated for Swanson in 2024 table) | $5,000 |
| RSU annual grant (director equity) | RSUs fair value $90,000; granted based on 3/31/2024 close; vests 100% on 4/1/2025 | RSUs fair value $125,000; granted based on 3/31/2025 close; vests 100% on 4/1/2026 |
| Total (reported for 2024) | Fees earned or paid in cash: $124,883; Stock awards: $90,000; Total: $214,883 | Component schedule only; 2025 total depends on committee service and grant valuation |
Notes:
- 2024 director cash fee structure: Board $85k; Audit/Comp Chair $15k; N&G/Finance Chair $8.5k; Audit/Comp member $7.5k; N&G/Finance member $5k .
- 2025 structure adds explicit Lead Director retainer and increases RSU grant; other chair/member retainers adjusted as shown .
Performance Compensation
| Metric | Weight | Disclosure Status | Notes |
|---|---|---|---|
| Director-specific performance metrics (pay linkage) | — | None disclosed | Non‑employee director equity is granted as RSUs with time-based vesting (no performance criteria) . |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| L3Harris Technologies, Inc. | Current public company board (since Dec 2023) | No Hagerty-related transactions disclosed in proxy; no interlock flagged –. |
| NextEra Energy, Inc. | Prior public company board; Audit Chair seven years | No Hagerty-related transactions disclosed in proxy; no interlock flagged –. |
Expertise & Qualifications
- Leadership: Former Chairman & CEO of Raytheon; extensive oversight of complex, regulated operations .
- Financial/audit oversight: Prior Audit Committee Chair (NextEra) for seven years; strong familiarity with audit quality and independence .
- Risk and cybersecurity: Board highlights his deep knowledge of risk management, including cybersecurity; aligns with Hagerty’s Audit Committee risk oversight framework .
- Governance: Chairs Hagerty’s Nominating & Governance Committee, overseeing director nominations, committee composition, governance policies, and related-person transaction approvals .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Bill Swanson (individual) | 428,474 | <1% | Direct Class A Common Stock holdings . |
| William & Cheryl Swanson Revocable Trust | 14,400 | <1% | Received 14,400 Class A shares in July 5, 2024 Warrant Exchange . |
| Total (Swanson + trust) | 442,874 | <1% | Beneficial ownership as reported; meets Director stock ownership guideline (≥5x annual retainer) . |
| Pledged/Hedged shares | Not disclosed | — | Company policy restricts hedging/pledging absent Board and CLO approval; no pledging disclosed for Swanson . |
Ownership guidelines:
- Directors must hold at least 5x the Board annual retainer; Board reports Swanson meets the guideline threshold .
Governance Assessment
- Strengths
- Independent Lead Director with robust authorities (agenda/schedule approval, executive sessions, CEO evaluation) enhances board counterbalance to combined Chair/CEO structure .
- Chair of Nominating & Governance Committee; active role in director selection, committee composition, and related-person transaction oversight .
- Strong external governance pedigree (Raytheon CEO; NextEra Audit Chair; current L3Harris board), with explicit risk/cyber oversight experience .
- Attendance: Met the company’s expectation; all directors attended at least 75% of 2024 Board/committee meetings .
- Ownership alignment: Holds 442,874 shares and meets director stock ownership guideline; policy restricts hedging/pledging .
- Shareholder support: Very high “For” votes in 2025 re‑election (2.59B), signaling investor confidence .
- Watch items
- Controlled company exemption: Nominating & Governance Committee includes one management director; while permitted, it reduces full independence in director nomination governance .
- Warrant Exchange participation: Trust received 14,400 shares in broad-based exchange; routine but monitor for optics around related-person allocations .
- Time commitments: Concurrent L3Harris board service; no attendance shortfall disclosed, but continued monitoring warranted .
- Age exception: Board approved Swanson’s age exception; justified by experience, but a succession plan for Lead Director role should be maintained .
Director Compensation (Swanson detail)
| Year | Cash Fees (USD) | Equity (RSUs FV) (USD) | Vesting Terms | Total (USD) |
|---|---|---|---|---|
| 2024 | $124,883 | $90,000 | 100% vest on 4/1/2025 | $214,883 |
| 2025 structure | $85,000 Board retainer; $30,000 Lead Director; $10,000 N&G Chair; $5,000 Finance member (if applicable) | $125,000 RSUs based on 3/31/2025 close | 100% vest on 4/1/2026 | Determined by service and grant timing |
Shareholder Voting (2025 Re‑Election)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect William Swanson | 2,589,906,739 | 212,557 | 1,382,994 | 9,481,295 |
Related‑Party and Conflict Review (Swanson-specific)
- Warrant Exchange (completed July 5, 2024): 14,400 Class A shares issued to a personal trust of William Swanson as part of a global exchange of 19,483,539 warrants for 3,876,201 shares; no warrants remain outstanding post-exchange .
- Policy coverage: Related-person transactions are reviewed/approved by the Nominating & Governance Committee (chaired by Swanson) with explicit criteria; routine transactions by related persons (e.g., purchasing insurance, marketplace activity) are pre-approved if on third‑party terms .
- No pledging/hedging disclosed for Swanson; policy prohibits without approvals .
- Section 16(a) compliance: Proxy notes one late Form 4 in 2024 for an executive (not Swanson); no delinquency attributed to Swanson .
Compensation Committee Analysis (context for board effectiveness)
- Compensation Committee is fully independent; chaired by Dr. Sabrina Kay; Mercer serves as independent consultant and was assessed for conflicts with none found .
- Executive incentives use Adjusted EBITDA (37.5%), Operating Income (37.5%), and Total Revenue Growth (25%); directors are not subject to performance‑based equity .
Say‑on‑Pay & Shareholder Feedback
- Hagerty’s 8‑K discloses 2025 annual meeting outcomes for director elections and auditor ratification (Deloitte ratified: 2,600,838,425 “For”; 124,443 “Against”; 20,717 “Abstain”); say‑on‑pay vote is not disclosed in these materials .
Governance Implications for Investors
- Lead Director role and strong re‑election support bolster investor confidence in board oversight during a combined Chair/CEO structure .
- Controlled company status with a partially non‑independent Nominating & Governance Committee is mitigated by Swanson’s independent chairmanship and explicit related‑party oversight policies; still, continued monitoring is prudent .
- Ownership alignment is solid (guideline met); anti‑hedging/pledging policy supports alignment and risk control .
- No material conflicts tied to Swanson beyond routine, disclosed Warrant Exchange participation; transparency of transactions is adequate .