Kathleen Winters
HARTFORD INSURANCE GROUPAbout Kathleen Winters
Kathleen Winters, age 57, is an independent director of The Hartford (HIG) since 2024 and serves on the Audit Committee and the Finance, Investment and Risk Management Committee (FIRMCo). She is the former CFO of Automatic Data Processing (2019–2021), prior CFO of MSCI (2016–2019), held CFO and senior finance roles at Honeywell (2002–2016), and began her career at PwC as a senior manager; she is designated an Audit Committee financial expert. Winters also currently serves on the boards of Global Business Travel Group (since 2022) and Definitive Healthcare (since 2021).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automatic Data Processing (ADP) | Vice President & Chief Financial Officer | 2019–2021 | Drove transformation with focus on financial and operational performance. |
| MSCI, Inc. | Chief Financial Officer | 2016–2019 | CFO of global index and analytics provider. |
| Honeywell International Inc. | VP & CFO, Performance Materials & Technologies; prior finance roles | 2002–2016 (CFO PMT 2012–2016) | Progressively senior finance, accounting, business analysis/planning roles. |
| PricewaterhouseCoopers LLP | Senior Manager, TICE Practice | 1989–2001 | Senior manager in Technology, Information Communications & Entertainment. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Global Business Travel Group, Inc. | Director | 2022–present | Not disclosed. |
| Definitive Healthcare Corp. | Director | 2021–present | Not disclosed. |
Board Governance
- Independence: The Board has affirmatively determined all directors other than the CEO are independent; Winters is independent.
- Committees: Audit Committee member (9 meetings in 2024) and FIRMCo member (5 meetings in 2024). All Audit Committee members (incl. Winters) are “financially literate” and SEC-defined “audit committee financial experts.”
- Attendance: In 2024 the Board met 6 times; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Overboarding: Policy limits total public company boards to four for non-CEOs; Winters is within limits.
Fixed Compensation
| Component | Detail | Winters (2024) |
|---|---|---|
| Annual Cash Retainer | $115,000 for non-management directors | $115,000 |
| Committee Chair Retainers | Audit $35,000; FIRMCo $35,000; Compensation $30,000; Nominating $25,000 | Not chair; $0 incremental |
| Lead Director Retainer | $50,000 | Not applicable |
| Equity Grant (RSUs) | Annual grant $190,000 (RSUs only) | $190,000 (grant 7/29/2024) |
| All Other Compensation | Insurance and other minor benefits | $893 |
| Total | Cash + Equity + Other | $305,893 |
- Payment direction: Winters’ fees were paid directly to Winters Advisory Inc., an entity controlled by Ms. Winters.
- Director benefits: $100,000 group life; $750,000 accidental death/dismemberment; travel reimbursement.
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant Value | Vesting | Deferral | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual RSU | 7/29/2024 | 1,733 | $190,000 | Vests 5/21/2025 (Board service year end) | Winters elected to defer distribution of 100% until end of Board service | Credited equal to common dividends; paid only upon vesting/distribution |
- Non-employee director equity is time-based RSUs; no performance share (PSU) metrics apply to directors.
- Change-of-control/retirement provisions: RSUs generally vest at year-end; may automatically vest on retirement, death, disability, certain special circumstances, or change-of-control as defined.
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Global Business Travel Group, Inc. | Public company | None disclosed with HIG directors or material relationships. |
| Definitive Healthcare Corp. | Public company | None disclosed with HIG directors or material relationships. |
- Related-party transactions: The Hartford reported no transactions requiring review in 2024 under its related-person policy.
Expertise & Qualifications
- Audit/Finance: CFO experience; finance and accounting expertise; Audit Committee financial expert.
- Digital/Technology: Noted expertise; Board highlighted AI/data in oversight focus.
- Risk Management, Corporate Governance, Strategic Operations: Marked competencies across risk, governance, operations/strategy, and human capital management.
- Insurance/Financial Services: Broader board matrix indicates relevant experience among directors; Winters’ background aligns to financial services analytics (MSCI, ADP).
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Common Stock Beneficially Owned (as of 3/24/2025) | 1,741 shares (includes shares acquirable within 60 days) |
| Outstanding Unvested RSUs (12/31/2024) | 1,733 units; market value $189,590 (at $109.40/share) |
| Ownership as % of Outstanding Shares | Less than 1%; no individual director owns ≥1% |
| Stock Ownership Guideline | 5× total annual cash retainer (incl. chair/Lead Director fees) within 3 years of appointment. Directors with ≥3 years met guidelines; Winters appointed in 2024 (tracking to 2027). |
| Hedging/Pledging | Prohibited for directors (robust policy). |
Governance Assessment
- Strengths: Independent director with deep CFO and financial controls background; designated Audit Committee financial expert; active on Audit and FIRMCo committees that oversee financial reporting, cyber/technology risk, insurance/investment risk; attendance thresholds met; robust restrictions on hedging/pledging support alignment.
- Compensation Alignment: Director pay is balanced between cash ($115k) and equity ($190k RSUs), with ownership guidelines at 5× retainer by year 3 bolstering skin-in-the-game; RSU deferral election increases long-term alignment.
- Conflicts/Red Flags: No related-party transactions reported in 2024; note that 2024 director fees were paid to Winters Advisory Inc. (watch item for ongoing monitoring but not flagged by the company’s policy). Overboarding policy limits and Winters’ current board count suggest low overboarding risk.
- Investor Confidence Signals: Board governance practices (independent committees, evaluations, shareholder engagement) and Say-on-Pay support of ~91% in 2024 reflect constructive shareholder relations, indirectly supportive of overall governance credibility.
RED FLAGS: None disclosed in company filings specific to Winters (no pledging/hedging, no related-party deals, attendance satisfactory). Monitor future disclosures for any changes and whether Winters Advisory Inc. payment arrangements persist or expand beyond routine fee direction.