Rand Harbert
About Rand Harbert
Randall (Rand) Harbert, age 61, has served on Hagerty, Inc.’s Board since March 2023 and is classified as an independent director under NYSE and SEC rules . He is currently a Senior Advisor to State Farm Mutual Automobile Insurance Company, and previously served as State Farm’s Chief Agency, Sales and Marketing Officer (2012–2022) after joining State Farm in 1992; prior roles include positions at H.J. Heinz and Marion Merrell Dow . Harbert holds a degree from the University of Central Missouri, an MBA from Webster University, and completed Harvard Business School’s General Management program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Farm | Chief Agency, Sales & Marketing Officer | 2012–2022 | Led sales and marketing strategy; developed State Farm–Hagerty relationship per Board biography |
| State Farm | Senior Advisor | 2022–present | Ongoing advisory; potential interlock with Hagerty due to State Farm’s alliance/reinsurance/ownership ties |
| State Farm | Agent; various roles | Joined 1992 | Progression through operational/commercial roles |
| H.J. Heinz; Marion Merrell Dow | Various roles | Not disclosed | Consumer/health sector experience |
External Roles
| Organization | Role | Type | Dates | Notes |
|---|---|---|---|---|
| State Farm Mutual Automobile Insurance Company | Senior Advisor | Private mutual insurer | 2022–present | State Farm is a related party to Hagerty with alliance and reinsurance agreements, ownership, and director nomination rights |
Board Governance
- Committee assignments: Talent, Culture, and Compensation Committee member; Nominating and Governance Committee member .
- Independence: The Board determined all nominees other than McKeel Hagerty are independent; Harbert is independent .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; Board held 7 meetings, Audit 6, Nominating & Governance 5, Compensation 10, Finance & Capital 8 .
- Controlled company: Hagerty is a controlled company under NYSE rules (HHC >50% voting). The Nominating & Governance Committee includes three independent directors and one management director under the controlled-company exemption .
| Board/Committee | 2024 Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 6 |
| Nominating & Governance Committee | 5 |
| Talent, Culture, & Compensation Committee | 10 |
| Finance & Capital Committee | 8 |
Fixed Compensation
| Component | 2024 Actual (Harbert) | 2025 Structure (All Directors) |
|---|---|---|
| Annual Board retainer (cash) | $96,250 (includes retainer plus committee fees) | $85,000 cash retainer |
| Committee membership fees | Included in above; per 2024 schedule: $7,500 (Audit/Comp), $5,000 (N&G/Finance) | $10,000 (Audit), $7,500 (Comp), $5,000 (N&G/Finance) |
| Committee chair fees | Not applicable (not a chair) | $20,000 (Audit Chair); $15,000 (Comp Chair); $10,000 (N&G/Finance Chair) |
| Lead Director/Board Chair fees | Not applicable | $30,000 (Lead Director); $75,000 (Chair, if non-management; management directors receive no additional pay) |
| Hagerty Re Board service | Not disclosed for Harbert | $5,000 additional retainer (if applicable) |
Performance Compensation
- Non-employee directors receive time-based RSUs; no options or PSUs are granted to directors and no performance metrics apply to director equity . 2024 awards vest 100% on April 1, 2025; 2025 awards vest 100% on April 1, 2026 .
| Equity Grant | Grant Value | Grant Date | Vesting | Instrument |
|---|---|---|---|---|
| Annual RSUs (2024) | $90,000 (fair value) | March 31, 2024 | 100% on April 1, 2025 | RSUs |
| Annual RSUs (2025) | $125,000 (fair value) | March 31, 2025 | 100% on April 1, 2026 | RSUs |
No director performance metric table is provided because director equity is time-based RSUs without EBITDA/revenue/TSR targets .
Other Directorships & Interlocks
| Company/Institution | Board Role | Committee Roles | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed (public companies) | — | — | — | No other public company directorships disclosed for Harbert . |
| State Farm (not a board) | Senior Advisor | — | 2022–present | State Farm has: (i) director nomination rights; (ii) preferred equity; (iii) alliance commissions; (iv) reinsurance; (v) Hagerty Re term loan—potential related-party exposure . |
Expertise & Qualifications
- Insurance distribution and carrier partnerships; led State Farm’s agency/sales organization and the Hagerty relationship development cited by the Board .
- Education: University of Central Missouri (undergraduate), MBA from Webster University, Harvard Business School General Management program .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Randall Harbert | 20,133 | <1% |
| Director guideline (requirement) | $425,000 of Hagerty stock (5× $85,000 retainer) | Compliance measured annually; as of proxy, only McKeel Hagerty, Rob Kauffman, and Bill Swanson met thresholds; others not listed as in-compliance yet (directors have five years to comply) . |
- Anti-hedging/anti-pledging: Policy prohibits hedging and pledging without written approval from the Board and Chief Legal Officer .
- Insider trading compliance: No delinquent Section 16 filings noted for Harbert; only one late Form 4 reported for a different executive in 2024 .
Governance Assessment
-
Strengths
- Independent director with deep insurance distribution expertise; sits on Compensation and Nominating & Governance Committees, aligning with his human capital and governance experience .
- Board held regular meetings; all directors met at least the 75% attendance threshold in 2024, supporting engagement and oversight .
- Director stock ownership guidelines in place (5× retainer), reinforcing alignment over a five-year compliance window .
- Anti-hedging/anti-pledging and related-party review policies exist; N&G Committee (or disinterested substitutes) must approve related-party transactions .
-
Potential Risks and RED FLAGS
- Controlled-company status concentrates voting power at HHC; Nominating & Governance Committee includes one management director under controlled-company exemption, which may dilute independent oversight in nominations/governance decisions .
- State Farm is a material related party: $20.0 million advanced commission under a 10-year alliance (commission revenue of ~$4.0 million in 2024), 50% quota-share cession for high-value policies ($15.9 million ceded in 2024), Hagerty Re unsecured term loan ($25.0 million; $2.0 million interest in 2024), and preferred dividends ($3.5 million to State Farm in June 2024) . Harbert’s ongoing Senior Advisor role to State Farm heightens perceived interlock risk; recusal practices should be monitored by investors to ensure disinterested review of State Farm-related transactions .
- As of the proxy, only Hagerty, Kauffman, and Swanson met director ownership guidelines; Harbert is not listed among those meeting thresholds yet (still within five-year window), which may moderate near-term ownership alignment signals .
Related-Party Exposure Snapshot (Company context relevant to Harbert’s expertise/interlocks)
| Counterparty | Relationship | 2023/2024 Metrics |
|---|---|---|
| State Farm | Alliance (10-year), reinsurance, preferred, loan, nomination rights | $20.0M advanced commission; ~$4.0M alliance commission revenue in 2024; 50% quota-share cession on high-value U.S. policies ($15.9M ceded in 2024); Hagerty Re $25.0M term loan (matures 2033; $2.0M interest in 2024); $3.5M preferred dividends paid June 24, 2024 . |
| Markel | Underwriter (Essentia), quota-share, ownership & nomination rights | ~$388.0M commission revenue in 2024; $662.8M earned premium revenue assumed in 2024 via quota-share arrangements . |
Nominating & Governance Committee reviews/approves related person transactions or delegates to disinterested directors; Harbert serves on this committee, making recusals pertinent for State Farm matters .
Director Compensation (Harbert) – Detail
| Metric | 2024 | Notes |
|---|---|---|
| Fees earned/paid in cash | $96,250 | Includes Board retainer + committee fees per 2024 schedule . |
| Stock awards (RSUs fair value) | $90,000 | RSUs granted based on 3/31/2024 close; vest 100% on 4/1/2025 . |
| Total | $186,250 | Sum of cash + equity fair value . |
Insider Trades
| Item | Status |
|---|---|
| Delinquent Section 16 filings (2024) | No issues disclosed for Harbert; one late Form 4 reported for another executive (Kevin Delaney) . |
| Hedging/Pledging | Prohibited without Board and Chief Legal Officer approval . |
Equity Ownership
| Holder | Shares | Vesting/Status |
|---|---|---|
| Randall Harbert | 20,133 | Beneficial ownership; <1% of outstanding . |
Governance Conclusion
Harbert brings meaningful insurance distribution and carrier relationship acumen, aligned with Hagerty’s underwriting and MGA model, and contributes to compensation and governance oversight as an independent director . However, his ongoing Senior Advisor role at State Farm—combined with State Farm’s sizable commercial ties (alliance, reinsurance, financing, preferred equity, and nomination rights)—creates perceived interlock/conflict risk; consistent recusals and robust disinterested-committee review are critical to sustain investor confidence in board independence and related-party oversight under controlled-company conditions .