Diana Chafey
About Diana Chafey
Diana M. Chafey, age 56, is Hagerty’s Chief Legal Officer and Corporate Secretary, a role she has held since 2023. Prior roles include Chief Legal Officer and Corporate Secretary at ATI Physical Therapy (2018–2022), EVP/Chief Legal Counsel and Corporate Secretary at The Warranty Group (TWG Holdings Limited), and partner at DLA Piper LLP (US); she holds a B.A. in Communications (Arizona State University) and a J.D. (Valparaiso University) . Company performance during her tenure shows revenue rising from $787.6M in FY 2022 to $1,200.0M in FY 2024 and net income of $9.6M in FY 2024, with EBITDA improving from negative in 2022 to positive in 2024 (see table below; EBITDA values marked with an asterisk) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ATI Physical Therapy (NYSE: ATIP) | Chief Legal Officer & Corporate Secretary | 2018–2022 | Led legal and corporate secretary functions for a public rehabilitation provider . |
| TWG Holdings Limited (The Warranty Group) | EVP, Chief Legal Counsel & Corporate Secretary | Not disclosed | Senior legal leadership for insurance/protection products provider . |
| DLA Piper LLP (US) | Partner | Not disclosed | Private practice leadership; corporate and insurance-related legal experience . |
Fixed Compensation
- Hagerty discloses compensation in detail only for “named executive officers” (CEO, CFO, plus two most highly compensated execs meeting form criteria). Chafey is not an NEO in FY 2024; her individual salary/bonus/equity details are not disclosed in the proxy .
Performance Compensation
Company-level context (not Chafey-specific): In 2024, the Annual Incentive Plan for named executive officers used Adjusted EBITDA, operating income, and total revenue growth as metrics, weighted 37.5%, 37.5%, and 25%, respectively; plan achievement was 72.6% of target, with board discretion applied to individual payouts for NEOs .
| 2024 Annual Incentive Plan (NEO context) | Weighting | Target Description | Actual Outcome | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 37.5% | Company-set annual target | 72.6% plan factor | Base plan factor (discretion may adjust) | Cash, annual cycle . |
| Operating Income | 37.5% | Company-set annual target | 72.6% plan factor | Base plan factor (discretion may adjust) | Cash, annual cycle . |
| Total Revenue Growth | 25.0% | Company-set annual target | 72.6% plan factor | Base plan factor (discretion may adjust) | Cash, annual cycle . |
Equity plan context (NEO grants): RSUs vest one-third annually over three years; PRSUs earned on a 2024–2026 “aggregate Adjusted Operating Income” target with 35%–200% payout range; CIC provisions allow determination of “Earned PRSUs” and accelerated vesting upon qualifying termination post-CIC; retirement/disability/death provide pro‑rata or full vesting per terms .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Hedging (e.g., zero-cost collars, forwards) and pledging Hagerty securities are prohibited without written approval from the Board and the Chief Legal Officer; this reduces misalignment and involuntary sales risk from collateral foreclosures .
- Clawback policy: Complies with NYSE Listing Rules and Section 10D; requires recovery of erroneously awarded incentive compensation tied to “Financial Reporting Measures” for the three fiscal years preceding a required restatement .
- Stock ownership guidelines disclosed for CEO and directors (CEO: 6× base salary; Non-employee directors: 5× annual retainer); officer-specific ownership guidelines beyond CEO are not disclosed .
Employment Terms
- Appointment: Hagerty named Chafey Chief Legal Officer and Corporate Secretary effective August 2, 2023, succeeding Barbara Matthews; the related 8-K did not file an employment agreement for Chafey .
- Company equity plan terms (context): RSUs/PRSUs feature time-based and performance-based vesting; certain involuntary terminations post-change-in-control accelerate vesting for earned awards; retirement/disability/death provisions apply to RSUs/PRSUs per plan .
- Insider trading policy: Prohibits trading on MNPI and tipping; company maintains structured oversight of transactions involving its own securities .
Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $787,588,000 | $1,000,213,000 | $1,200,038,000 |
| EBITDA (USD) | -$15,355,000* | $69,042,000* | $105,236,000* |
| Net Income (USD) | $32,078,000 | $16,554,000 | $9,590,000 |
*Values retrieved from S&P Global.
- Hagerty’s revenue grew from $787.6M in FY 2022 to $1,200.0M in FY 2024, while EBITDA shifted from -$15.4M to $105.2M*, indicating improving operating leverage; net income in FY 2024 was $9.6M .
- The company’s executive incentive framework for NEOs is tied to Adjusted EBITDA, operating income, and revenue growth, signaling management focus on profitability and top-line scale .
Investment Implications
- Compensation alignment: Anti-hedging/pledging prohibitions and a compliant clawback policy reduce misalignment and restatement risk; however, as an executive who is not an NEO, Chafey’s specific pay mix and targets are not disclosed, limiting direct pay-for-performance assessment .
- Retention risk: No filed employment agreement or severance terms for Chafey were identified in 8-K appointments; equity vesting protections cited are plan-level and disclosed for NEOs, not specifically for Chafey .
- Execution backdrop: Company performance trends show strong revenue growth and improved EBITDA*, consistent with incentive metrics used for NEOs (Adjusted EBITDA, operating income, revenue growth), which may indirectly support the legal function’s strategic priorities around transactions, governance, and risk management .
- Governance signals: The presence of strict anti-hedging/pledging and clawback policies, and board oversight of insider trading, are positive alignment indicators for senior leadership, including the legal function .