Donna James
HARTFORD INSURANCE GROUPAbout Donna James
Donna A. James is an independent director of The Hartford Financial Services Group (HIG), serving since 2021 and currently Chair of the Audit Committee (Chair since 2024). She is President and CEO of Lardon & Associates (2006–present), following a 25-year career at Nationwide, culminating as President, Nationwide Strategic Investments (2003–2006), with prior senior roles across accounting, investing, operations, treasury, and human resources. Age: 67; Committee memberships: Audit (Chair), FIRMCo, Nominating; independence affirmed under NYSE standards. Skills emphasized include corporate governance, financial reporting, risk oversight, insurance and financial services expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lardon & Associates, LLC | President & CEO | 2006–present | Governance advisory; strategy; financial and risk management |
| Nationwide Mutual Insurance & Financial Services | President, Nationwide Strategic Investments | 2003–2006 | Investments oversight; corporate strategy |
| Nationwide Mutual Insurance & Financial Services | EVP–Chief Administrative Officer; Co-President Shared Services; EVP Human Resources; VP Office of CEO; Director of Operations & Treasury Services | 1993–2003 | Finance, treasury, operations, HR leadership |
External Roles
| Company | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Victoria’s Secret & Co. | Director | 2021–present | Current public company board |
| American Electric Power | Director | 2022–present | Will not stand for reelection at 2025 Annual Meeting (Apr 29, 2025) |
| Boston Scientific | Director | 2015–2023 | Prior public company board |
| L Brands, Inc. | Director | 2003–2021 | Prior public company board |
Board Governance
- Committee assignments: Audit (Chair), FIRMCo (Finance, Investment & Risk Management), Nominating & Corporate Governance; all members of Audit, Compensation, and Nominating Committees are independent under NYSE standards .
- Audit Committee focus (2024): technology risks (cyber, AI), IT control environment, loss reserve estimates, new disclosure requirements; members are “financially literate” and SEC “audit committee financial experts” .
- Audit Committee pre-approval policy: Chair may pre-approve audit firm services between meetings up to $100,000; reported at next meeting .
- Audit Committee Report submitted Feb 19, 2025; recommended inclusion of audited financials in Form 10-K; members: Donna James (Chair), Larry De Shon, Kathleen Winters .
- Meetings (2024): Audit 9; FIRMCo 5; Nominating 5 .
- Attendance: Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the May 15, 2024 Annual Meeting .
Fixed Compensation
| Program Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 115,000 | 2024–2025 Board service year; effective Sept 2023 adjustment |
| Committee Chair Retainer – Audit | 35,000 | Annual |
| Committee Chair Retainer – FIRMCo | 35,000 | Annual |
| Committee Chair Retainer – Compensation | 30,000 | Annual |
| Committee Chair Retainer – Nominating | 25,000 | Annual |
| Lead Director Retainer | 50,000 | Annual |
| Insurance/Other | Group life: $100,000; AD&D/PTD: $750,000 | Provided to directors; travel reimbursements |
| Director (2024) | Fees Earned/Paid in Cash ($) | All Other Comp ($) | Notes |
|---|---|---|---|
| Donna James | 144,300 | 2,159 | Pro rata Audit Chair Retainer $29,300 for 10 months (Chair since July 2024) |
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Value ($) | Pricing Basis | Vest/Distribution | Deferral |
|---|---|---|---|---|---|---|
| Annual RSU (Director) | 7/29/2024 | 1,733 | 190,000 | $110.09/share at grant; market value $109.40 at 12/31/2024 | Vest 5/21/2025; distributed in shares unless deferred | James elected to defer 100% until end of Board service |
| Compensation Metric | Structure | Payout Range |
|---|---|---|
| Director RSUs | Time-based, no performance metrics (director equity payable solely in RSUs; vest over Board year; restrictions on transfer/pledge) | Not applicable |
- Change-of-control treatment: RSUs automatically vest upon retirement, death, total disability, qualifying resignation with committee consent, or change of control per plan; resignation ordinarily forfeits unvested RSUs .
- Trading/pledging restrictions: Directors prohibited from hedging, monetization, derivatives, holding stock in margin accounts, or pledging as collateral; trades only via 10b5-1 plans or within pre-cleared windows; company can suspend director trading .
Other Directorships & Interlocks
| External Board | Overlap with HIG Competitors/Counterparties | Potential Conflict Notes |
|---|---|---|
| Victoria’s Secret & Co. | None disclosed | Consumer retail; no related-party transactions with HIG in 2024 |
| American Electric Power | None disclosed | Regulated utility; director will not stand for reelection in 2025 |
| Boston Scientific (prior) | None disclosed | Medical devices; prior service ended 2023 |
| L Brands (prior) | None disclosed | Consumer retail; prior service ended 2021 |
- Over-boarding policy: The Hartford limits public company boards to four for non-CEOs; James holds The Hartford plus up to two current boards (VSCO, AEP), within policy .
- Related-party transactions: None requiring review under policy during 2024 .
Expertise & Qualifications
- Insurance/financial services experience; finance/accounting; corporate governance; risk management; regulatory; business operations; human capital management .
- Recognized audit committee financial expertise (NYSE/SEC definitions) .
Equity Ownership
| Holder | Common Shares | Total Stock-Based Holdings | Ownership % of Outstanding | Notes |
|---|---|---|---|---|
| Donna James (as of 3/24/2025) | 11,299 | 11,299 | <1% (no individual director ≥1%) | Does not reflect unvested RSUs (1,733 units granted 7/29/2024) |
- Stock ownership guidelines: Directors must reach ≥5x total annual cash retainer (including chair/Lead Director retainers) by third anniversary of appointment; all directors with ≥3 years of service met guidelines as of 12/31/2024 (James appointed 2021) .
- Hedging/pledging: Prohibited; margin accounts/pledging not allowed .
Governance Assessment
- Strengths: Independent director with deep insurance, finance, and governance expertise; Audit Committee Chair and SEC “financial expert”; strong focus on cyber/AI risks; robust pre-approval controls; full compliance with stock ownership guidelines; RSU deferral indicates long-term alignment; meeting attendance thresholds met; no related-party transactions in 2024 .
- Compensation alignment: Director pay balanced cash ($115k retainer plus chair fees) and at-risk equity ($190k RSUs), with strict trading/pledging restrictions; equity vests annually, supporting sustained oversight incentives .
- Potential red flags: Multiple board service can create time constraints, but current roles are within The Hartford’s over-boarding limits and industries are non-overlapping; no hedging/pledging and no related-party transactions disclosed mitigate alignment/conflict concerns .