Sabrina Kay
About Sabrina Kay
Dr. Sabrina Kay (age 62) is an independent director of Hagerty, Inc. (HGTY) and has served on the Board since December 2021; she currently chairs the Talent, Culture, and Compensation Committee. She is CEO of Fremont Private Investments Inc. (since 2002), a Strategic Partner at VSS Capital (since 2021), and holds an MBA from USC, an MS in Education, and a doctorate in Work-Based Learning Leadership from the University of Pennsylvania. Her independence is affirmed under NYSE and SEC rules; the Board is majority-independent though Hagerty operates under “controlled company” status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fremont Private Investments Inc. | Chief Executive Officer | Since 2002 | Private investment leadership; CEO role |
| VSS Capital | Strategic Partner | Since 2021 | Strategic investing partnership |
| Premier Business Bank | Co-founder | 2006; merged with First Foundation, Inc. in 2018 | Banking sector founder; bank merged into First Foundation |
| Fremont University | Founder; Chancellor & CEO | Founded 2006; served until 2020 | Integrated Dale Carnegie franchise into MBA program |
| Art Institute of Hollywood | Founder; CEO & sole owner | 1992–2002 (sold to EDMC in 2002) | Built and exited to public company EDMC |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| MannKind Corporation (MNKD) | Director | Since Dec 2020 | Audit; Compensation |
| East West Bancorp, Inc. (EWBC) | Director | Since May 2022 | Compensation; Nominating & Governance |
Board Governance
- Committee assignments: Chair, Talent, Culture, and Compensation Committee; committee members include Mike Crowley, Rand Harbert, and Anthony Kuczinski. The Compensation Committee oversees executive compensation, equity plans, severance and change-in-control protections, and human capital (culture, recruiting, succession).
- Independence and structure: Kay is independent; 8 of 9 nominees are independent. Hagerty is a “controlled company” (HHC holds >50% voting power) and uses the exemption for the Nominating & Governance Committee, which includes one management director. Lead Director is independent (Bill Swanson).
- 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 Board and assigned committee meetings.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $101,250 | Base Board retainer and committee chair/member retainers per 2024 structure |
| Stock awards (RSUs) | $90,000 | RSUs granted at fair market value on 3/31/2024; vests 100% on 4/1/2025 |
Non-Employee Director Compensation Structure (effective April 1, 2025)
| Description | Amount |
|---|---|
| Annual Board Retainer (cash) | $85,000 |
| Annual Stock Grant (RSUs) | $125,000 FMV on 3/31/2025; vests 100% on 4/1/2026 |
| Additional retainers – Lead Director | $30,000 |
| Additional retainers – Committee Chairs | Audit: $20,000; Compensation: $15,000; N&G and Finance: $10,000 |
| Additional retainers – Committee Members | Audit: $10,000; Compensation: $7,500; N&G and Finance: $5,000 |
| Hagerty Re board service | $5,000 |
Mix and trend: In 2024 her pay mix was ~53% cash ($101,250) and ~47% equity ($90,000); in 2025 the equity grant increases to $125,000, modestly tilting director compensation toward equity alignment.
Performance Compensation
| Equity Type | Grant Date / FMV | Vesting | Performance Metrics |
|---|---|---|---|
| Director RSUs (2024 cycle) | 3/31/2024; $90,000 FMV | 100% vest on 4/1/2025 | None disclosed (time-based only) |
| Director RSUs (2025 cycle) | 3/31/2025; $125,000 FMV | 100% vest on 4/1/2026 | None disclosed (time-based only) |
Other Directorships & Interlocks
| Company | Industry | Overlap/Interlock Risk |
|---|---|---|
| MannKind Corporation | Biopharmaceuticals | No supplier/customer overlap with Hagerty disclosed; low conflict risk |
| East West Bancorp | Banking | No Hagerty banking-related related-party transactions disclosed with Kay; low conflict risk |
Expertise & Qualifications
- Senior operator and investor: CEO, Fremont Private Investments; strategic partner at VSS; prior founder/operator in education and banking.
- Boardroom experience across sectors with committee leadership (audit, compensation, nominating & governance).
- Education: MBA (USC); MS (Education); doctorate in Work-Based Learning Leadership (UPenn).
- Human capital oversight: Chairs HGTY’s Compensation Committee with remit over culture, talent, succession, and compensation frameworks.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Common Stock | Notes |
|---|---|---|---|
| Sabrina Kay | 28,474 | *<1% | Beneficial ownership per record date (4/4/2025) disclosure |
Director Stock Ownership Guidelines
- Directors must hold at least 5x annual Board retainer ($425,000), with five years to comply; CEO must hold 6x base salary ($7.2 million based on 2025 salary). As of the proxy date, only CEO McKeel Hagerty and directors Rob Kauffman and Bill Swanson are listed as having met the threshold (Kay not listed as having met yet).
Hedging/Pledging Controls
- Anti-hedging/anti-pledging policy prohibits hedging and pledging without Board and CLO approval; no pledging or hedging by Kay is disclosed.
Section 16 Compliance
- The company reports 2024 Section 16(a) compliance by directors/officers with one late Form 4 unrelated to Kay; no delinquencies cited for Kay.
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee overseeing pay philosophy, incentives, severance/change-in-control protections, and human capital—critical for pay-for-performance and culture oversight. Active participation implied by 2024 committee cadence (10 Compensation Committee meetings) and Board-wide ≥75% attendance by all directors.
- Alignment: Annual RSUs for directors (time-based) with increased grant value in 2025; robust director ownership guidelines foster long-term alignment, though only certain directors are disclosed as having met thresholds to date.
- Conflicts/Related Party: No related-party transactions disclosed involving Kay; external boards (MannKind, East West Bancorp) present minimal overlap with Hagerty’s insurance/membership/marketplace operations. Broader company environment includes multiple related-party arrangements with HHC, Markel, and State Farm—an area the Nominating & Governance Committee oversees under policy—but none implicate Kay specifically.
- Controlled Company Consideration: Hagerty’s controlled status reduces certain NYSE governance requirements; N&G Committee includes one management director under the exemption, increasing the importance of independent committee chairs (including Kay’s role) and the Lead Director’s oversight.
- Compensation Process Integrity: Use of Mercer as independent executive compensation consultant, with independence assessed and no conflicts found; supports process rigor for executive pay under Kay’s committee leadership.
RED FLAGS: None specific to Kay identified (no related-party dealings, pledging, hedging, or Section 16 issues disclosed). Structural governance risk from controlled company status persists and warrants continued monitoring of committee independence and related-party transaction oversight.