Carlos Dominguez
HARTFORD INSURANCE GROUPAbout Carlos Dominguez
Independent director of The Hartford Financial Services Group (HIG) since 2018; age 66. More than three decades of enterprise technology leadership, including senior roles at Sprinklr (President; COO; Vice Chair & Lead Evangelist) and Cisco (SVP roles including Office of the Chairman/CEO and Worldwide Service Provider Operations). Currently serves on HIG’s Compensation and Management Development Committee, Finance, Investment and Risk Management Committee (FIRMCo), and Nominating and Corporate Governance Committee; the Board has affirmatively determined all directors other than the CEO are independent. No current other public company boards; prior public company directorship at PROS Holdings (2020–2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprinklr Inc. | Vice Chairman of the Board & Lead Evangelist | 2020–2022 | Guided strategic direction and led marketing, sales, services, partnerships for social media management leader; digital and customer experience expertise relevant to HIG’s technology priorities. |
| Sprinklr Inc. | President | 2015–2020 | Drove go-to-market and operations during growth phase. |
| Sprinklr Inc. | Chief Operating Officer | 2015–2018 | Scaled operations across functions; digital transformation experience. |
| Cisco Systems, Inc. | SVP, Office of the Chairman & CEO | 2008–2015 | Advised Fortune 500 leaders on leveraging technology; created Cisco’s Innovation Academy. |
| Cisco Systems, Inc. | SVP, Worldwide Service Provider Operations | 2004–2008 | Led global service provider business; large-scale operations experience. |
| Cisco Systems, Inc. | VP, U.S. Network Services Provider Sales & earlier roles | 1992–2004 | Sales and operations leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PROS Holdings, Inc. | Director | 2020–2024 | No current public company boards as of 2025. |
Board Governance
- Committees: Compensation and Management Development Committee; FIRMCo; Nominating and Corporate Governance. Not a committee chair.
- Independence: Board has determined all directors other than the CEO are independent; key committees (Audit, Compensation, Nominating) are fully independent.
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate meetings of the Board and their committees; all directors attended the 2024 Annual Meeting.
- Committee activity and engagement:
- Compensation Committee met 6 times in 2024; responsibilities include executive compensation, succession planning, ownership requirements, and risk reviews; uses independent consultant CAP.
- FIRMCo met 5 times in 2024; oversight of market, liquidity, investment, insurance, climate, and cyber risks; reviews AI/data technology investments.
- Nominating & Corporate Governance met 5 times in 2024; board composition/refreshment, ESG governance, political/lobbying oversight.
- Shareholder engagement: Fall 2024 outreach to holders of ~55% of shares; feedback from ~49% informed governance updates (special meeting right at 25%, tighter overboarding, enhanced ownership disclosure).
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Cash Retainer | $115,000 | 2024–2025 board service year; directors may defer retainer into RSUs. |
| Committee Chair Retainers | N/A | Not a chair; chair retainer levels are Audit $35k, FIRMCo $35k, Compensation $30k, Nominating $25k. |
| Lead Director Retainer | N/A | $50k applies to Lead Director; Dominguez is not Lead Director. |
| 2024 Cash Fees (reported) | $115,000 | Fiscal year ended 12/31/2024. |
| 2024 “All Other” Compensation | $2,159 | Includes insurance/perqs program for directors. |
| 2024 Total Director Compensation | $307,159 | Cash + stock award value. |
Performance Compensation
| RSU Term | Detail | Source |
|---|---|---|
| Annual Equity Grant Value | $190,000 | Directors receive annual RSUs; payable solely in RSUs under the 2020 Stock Incentive Plan. |
| Grant Date | July 29, 2024 | Second trading day after the Q2 2024 Form 10‑Q filing. |
| Units Granted | 1,733 RSUs | Determined by $190,000 ÷ $110.09 closing price; includes credited dividend equivalents. |
| Vesting Date | May 21, 2025 | Distribution in common stock at vest unless deferred to end of Board service. |
| Transfer/Trading | Restricted; no sale/transfer/pledge; robust insider trading policy with trading windows and 10b5‑1 plans only. | |
| Dividend Equivalents | Credited to outstanding RSUs until distribution. | |
| Forfeiture/Acceleration | Forfeiture upon resignation unless Committee waives; automatic vesting upon retirement per guidelines, death, disability, certain special circumstances with Committee consent, or change of control (as defined). |
Director stock grants are time-based; no performance metric linkage for director RSUs. The above table provides grant mechanics, vesting, and restrictions applicable to Dominguez’s annual director equity.
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock Risk |
|---|---|---|
| Current public boards | None | No interlocks disclosed with HIG competitors/suppliers/customers. |
| Prior public boards | PROS Holdings, Inc. (2020–2024) | No related party transactions disclosed at HIG in 2024. |
Expertise & Qualifications
- Digital/Technology: Deep enterprise technology experience and digital transformation leadership; aligns with HIG Board’s focus on AI/data and innovation oversight.
- Corporate Governance and Risk Management: Experience across governance, strategic planning, and risk oversight; competencies matrix highlights governance, risk, operations/strategy, human capital.
- Industry Perspective: Technology-driven customer experience and partnerships; complements insurance operations and distribution modernization priorities.
Equity Ownership
| Item | Detail |
|---|---|
| Stock Ownership Guideline | 5x total annual cash retainer (including any chair/Lead Director retainers), to be met within 3 years of appointment. |
| Compliance Status | All directors with at least 3 years of service met guidelines as of 12/31/2024 (Dominguez appointed 2018). |
| Unvested RSUs Outstanding (12/31/2024) | 1,733 units; market value $189,590 using $109.40 NYSE closing price. |
| Hedging/Pledging | Prohibited; strong restrictions on margin/pledging and speculative transactions. |
Governance Assessment
-
Strengths
- Independent director with technology/digital expertise; serves on three key oversight committees (Compensation, FIRMCo, Nominating), supporting board effectiveness across pay, risk, and governance.
- High engagement: Committees met frequently (Comp 6; FIRMCo 5; Nominating 5) and Board met 6 times; all directors met ≥75% attendance and attended the 2024 Annual Meeting.
- Alignment and safeguards: Director pay is cash plus time-based RSUs with robust ownership guidelines and prohibitions on hedging/pledging; no related-party transactions in 2024.
- Compensation committee best practices: Independent consultant (CAP), clawback policy aligned with SEC/NYSE, double-trigger CoC treatment, no tax gross-ups; 2024 Say‑on‑Pay support ~91%.
- Shareholder-responsive governance: Lowered overboarding threshold for non-CEO directors and maintained special meeting rights; enhanced ownership disclosure.
-
Potential watch items
- As a Compensation Committee member, continued scrutiny of pay-for-performance calibration (e.g., AIP funding at 143% of target, performance share payout at 180% for 2022–2024) remains important to investor confidence; Board disclosures indicate rigorous design and use of independent advice.
- Technology/vendor interlocks: No related-party transactions disclosed; NCG pre-approves any new for‑profit directorships to manage conflicts.
-
RED FLAGS
- None disclosed for Dominguez: no related-party transactions; no hedging/pledging; compliant with ownership guidelines; no overboarding risk (no current public boards).
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Carlos Dominguez | 115,000 | 190,000 | 2,159 | 307,159 |
Committee Assignments (Current)
| Committee | Role | 2024 Meetings | Committee Focus |
|---|---|---|---|
| Compensation & Management Development | Member | 6 | Executive pay, succession, ownership policy, risk review, independent consultant oversight. |
| FIRMCo (Finance, Investment & Risk Management) | Member | 5 | Market/liquidity/investment risks; insurance underwriting; cyber risk; AI/data investments. |
| Nominating & Corporate Governance | Member | 5 | Board composition/refreshment; ESG governance; political/lobbying oversight. |
Equity Grants (Director RSUs Outstanding as of 12/31/2024)
| Stock Grant Date | Units Unvested (#) | Market Value ($) | Vesting |
|---|---|---|---|
| 7/29/2024 | 1,733 | 189,590 (at $109.40 close) | Vests 5/21/2025; distribution at vest unless deferred. |
Related-Party & Conflicts
- Policy requires prompt disclosure and review of any actual or potential material conflicts; no transactions requiring review occurred in 2024.
- Directors require NCG pre-approval to become directors of other for-profit entities; independence is reviewed annually under NYSE standards and HIG guidelines.
Independence, Attendance & Engagement
- Independence: All directors except the CEO are independent.
- Attendance: Board met 6 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Shareholder engagement: Extensive fall program with governance updates informed by investor feedback.