Rob Kauffman
About Rob Kauffman
Rob Kauffman (age 61) is an independent director of Hagerty, Inc., serving on the public company board since December 2021 (pre-IPO service June 2020–2021) with core credentials in capital markets and specialty automotive. He co‑founded Fortress Investment Group (1998–2012), previously was a Managing Director at UBS Investment Bank (1997–1998), and today is Chairman & CEO of Aldel Financial II Inc. (since Oct 2024) and a director at Global Net Lease, Inc. (since Mar 2024). He is Chairman of the NASCAR Race Team Alliance, owner of RK Motors, and an advisory board member at McLaren Racing; he holds a B.S. in Business Administration from Northeastern University. He is designated an “audit committee financial expert” and is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group | Co‑founder, Principal, Director | 1998–2012 | Led capital formation and investment oversight; capital markets expertise |
| UBS Investment Bank | Managing Director | 1997–1998 | Senior banking leadership; transaction execution |
| Aldel (SPAC predecessor to HGTY) | Director | Apr 2021–Dec 2021 | Board service through business combination process |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aldel Financial II Inc. (SPAC) | Chairman & CEO | Since Oct 2024 | Public company leadership |
| Global Net Lease, Inc. | Director | Since Mar 2024 | Public REIT board service |
| Race Team Alliance | Chairman | Current | NASCAR Cup Series team association leadership |
| RK Motors | Owner | Current | Collector-car restoration/resale; industry tie-in |
| McLaren Racing | Advisory Board Member | Current | F1 advisory role |
Board Governance
- Independence: The Board determined Kauffman is independent (all directors except the CEO are independent). Hagerty is a “controlled company,” but only relies on an exemption for the Nominating & Governance Committee composition.
- Committee assignments and chair roles:
- Finance & Capital Committee: Chair; mandate includes monitoring operating and financial performance, capital structure, budgets, investor communications, and M&A recommendations. Members: Kauffman (Chair), Mika Salmi, Bill Swanson.
- Audit Committee: Member; all members independent and designated “audit committee financial experts” (Kauffman, Laurie Harris (Chair), Mika Salmi). Oversight includes financial reporting, internal controls, auditor oversight, ERM and cybersecurity.
- Attendance and engagement: In 2024, the Board held 7 meetings; Audit 6; Nominating & Governance 5; Compensation 10; Finance & Capital 8. All directors attended at least 75% of their Board and committee meetings.
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Cash fees (individual) – Rob Kauffman | $99,088 | Total fees earned/paid in cash in 2024 |
| Annual Board retainer | $85,000 | 2024 structure baseline for non‑employee directors |
| Committee chair retainers (2024) | $15,000 Audit; $15,000 Compensation; $8,500 Nominating & Governance; $8,500 Finance & Capital | Role-based chair fees (Kauffman was Finance & Capital Chair) |
| Committee member retainers (2024) | $7,500 Audit/Comp; $5,000 Nominating & Governance/Finance & Capital | Paid in addition to Board retainer |
2025 program update (effective Apr 1, 2025):
- Annual cash retainer: $85,000 (unchanged).
- Additional retainers: $75,000 Board Chair; $30,000 Lead Director; $20,000 Audit Chair; $15,000 Compensation Chair; $10,000 Nominating & Governance Chair; $10,000 Finance & Capital Chair. Committee member fees: $10,000 Audit; $7,500 Compensation; $5,000 Nominating & Governance; $5,000 Finance & Capital. Hagerty Re board service retainer: $5,000.
Performance Compensation
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| 2024 Director RSU (individual) – Rob Kauffman | $90,000 fair value | 100% vests on Apr 1, 2025 | Granted at Mar 31, 2024 closing price; time‑based RSU, no performance metrics disclosed |
| 2025 Director RSU (program) | $125,000 fair value | 100% vests on Apr 1, 2026 | Time‑based RSU for all non‑employee directors starting 2025 |
- Options: No director option awards disclosed. Equity for directors is time‑vested RSUs; no performance metrics disclosed for director equity.
Other Directorships & Interlocks
| Item | Details | Potential Governance Consideration |
|---|---|---|
| Aldel Investors/Registration Rights | Hagerty’s Amended & Restated Registration Rights Agreement includes Aldel Investors LLC (managed by Kauffman) among holders with registration rights. | Ongoing securities registration rights create recurring interactions between the company and a director‑affiliated entity. |
| Warrant Exchange (Jul 5, 2024) | Issued 427,776 Class A shares to Robert Kauffman and affiliated entities as part of exchange of 19,483,539 warrants (3,876,201 shares issued in aggregate). | Director‑affiliated receipt of shares in a company-wide exchange; disclosed as related party. |
| Speed Digital acquisition | Hagerty acquired Speed Digital LLC (wholly owned indirectly by Kauffman) for $15M (Apr 2022). Deferred purchase price payments to Kauffman: $3,795,675 (2023) and $3,842,925 (2024). | Material related‑party transaction with multi‑year cash outflows; reviewed under related‑party policy. |
| Related‑party policy & approvals | Nominating & Governance Committee (disinterested directors) reviews/approves related‑person transactions under a formal policy. | Mitigating control: independent review and approval framework. |
Expertise & Qualifications
- Capital markets and leadership: Co‑founder of Fortress; prior UBS MD; current public company leadership roles (Aldel Financial II CEO; GNL director).
- Automotive/enthusiast ecosystem: Owner, RK Motors; Chairman, Race Team Alliance; advisory board, McLaren Racing—sector‑specific insight aligned with Hagerty’s market.
- Financial oversight: Designated “audit committee financial expert”; serves on Audit Committee.
- Education: Bachelor’s in Business Administration, Northeastern University.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (common) | 4,146,620 shares | 53,474 Class A directly; 4,093,146 Class A held by Aldel LLC (managed by Kauffman). |
| % of outstanding common | 1.2% | As disclosed in ownership table. |
| Recent share issuance (2024) | 427,776 shares | Received in July 2024 Warrant Exchange (to Kauffman and affiliates). |
| Ownership guideline status | Met | Directors expected to hold ≥5× annual retainer ($425,000); Kauffman met the guideline as of the proxy date. |
| Hedging/pledging | Company policy restricts hedging and prohibits pledging without written approval from the Board and CLO. No pledges by Kauffman are disclosed in the proxy. |
Governance Assessment
- Strengths for investor confidence
- Independent director with deep capital allocation experience; chairs Finance & Capital Committee and serves as an audit committee financial expert. This provides credible oversight of performance vs. plan, capital structure, M&A, and financial reporting.
- Meaningful “skin in the game” (1.2% ownership) and compliance with director stock ownership guidelines, aligning interests with shareholders.
- Board and committee activity levels were robust in 2024, and all directors met the ≥75% attendance threshold, supporting engagement.
- Risks/red flags to monitor
- Related‑party exposure: (i) Speed Digital acquisition and multi‑year deferred payments to Kauffman; (ii) Warrant Exchange share issuance to Kauffman/affiliates; (iii) inclusion of Aldel Investors LLC in registration rights. These are disclosed and governed by a related‑party review policy, but the recurring nature warrants continued monitoring for perceived conflicts and pricing/commercial reasonableness.
- Controlled company status concentrates voting power and allows a non‑independent seat on Nominating & Governance, partially diluting minority protections; however, Audit and Compensation Committees are fully independent.
Board Governance (Detail)
| Area | Detail |
|---|---|
| Independence | Independent under NYSE/SEC rules. |
| Committees | Finance & Capital (Chair); Audit (Member; audit committee financial expert). |
| Attendance | All directors ≥75% attendance in 2024; Board: 7 mtgs; Audit: 6; Finance & Capital: 8. |
| Lead independent director | Bill Swanson (not Kauffman). |
| Controlled company | Hagerty leverages only the N&G exemption; others remain fully independent. |
Director Compensation (Rob Kauffman)
| Year | Cash Fees | Equity (Grant Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $99,088 | $90,000 (RSUs; vests 100% on 4/1/2025) | $189,088 |
Program changes effective 2025: RSU grant increased to $125,000 (vests 100% on 4/1/2026); chair/member retainers adjusted as listed above.
Related‑Party Transactions (Kauffman‑Linked)
| Transaction | Terms/Amounts | Timing |
|---|---|---|
| Speed Digital LLC acquisition (Kauffman‑owned) | Purchase price $15M; deferred payments of $3,795,675 (2023) and $3,842,925 (2024) paid to Kauffman. | Acquisition Apr 2022; payments in 2023 and 2024. |
| Warrant Exchange | 427,776 HGTY Class A shares issued to Kauffman and affiliates as part of exchange of 19,483,539 warrants (3,876,201 shares issued in total). | Jul 5, 2024. |
| Registration rights | Aldel Investors LLC (managed by Kauffman) is party to Hagerty’s Amended & Restated Registration Rights Agreement. | Ongoing per agreement. |
| Related‑party governance | Transactions reviewed/approved by disinterested Nominating & Governance Committee under a formal policy. | Policy in force; ongoing oversight. |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership | 4,146,620 shares |
| Percent of outstanding common | 1.2% |
| Direct vs indirect | 53,474 shares direct; 4,093,146 via Aldel LLC |
| Ownership guideline compliance | Met (≥$425,000; 5× retainer) |
| 2024 Warrant Exchange receipt | 427,776 shares to Kauffman/affiliates |
Governance Takeaways for Investors
- Positive signals: Independent chair of Finance & Capital Committee with audit financial expertise; solid meeting cadence and attendance; meaningful ownership aligned with long‑term value creation.
- Monitor: Ongoing related‑party dynamics (Speed Digital earn‑out payments, Warrant Exchange issuance, registration rights with Aldel Investors LLC). While appropriately disclosed and subject to a formal approval policy, these can raise perception risks around conflicts; ensuring continued disinterested approval and transparent performance of acquired assets will be important to investor confidence.