Matthew Winter
HARTFORD INSURANCE GROUPAbout Matthew E. Winter
Independent director of The Hartford (HIG) since 2020; age 68. Former President of The Allstate Corporation overseeing P&C and life businesses (2015–2018), preceded by senior roles at Allstate Personal Lines (2013–2015), AIG (Vice Chairman; President/CEO of AIG American General; 2006–2009), and MassMutual (EVP; 2002–2006). Background includes 12+ years active duty in the U.S. Army and a legal practice prior to entering insurance; currently chairs HIG’s Compensation and Management Development Committee and serves on the Finance, Investment & Risk Management Committee (FIRMCo). The Board has affirmed that all directors other than the CEO are independent; in 2024 the Board met 6 times and each director attended at least 75% of aggregate Board and committee meetings, with all directors attending the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Allstate Corporation | President | 2015–2018 | Oversaw full range of P&C and life operations, U.S./Canada field offices, distribution through Allstate and independent agencies. |
| The Allstate Corporation | President, Allstate Personal Lines | 2013–2015 | Led personal lines businesses and distribution. |
| The Allstate Corporation | President & CEO, Allstate Financial | 2009–2012 | Led financial segment operations. |
| American International Group (AIG) | Vice Chairman | Apr 2009–Oct 2009 | Responsible for multiple global business units. |
| AIG American General | President & CEO | 2006–2009 | Led life insurance subsidiary with global reach. |
| MassMutual Life Insurance Company | Executive Vice President | 2002–2006 | Led domestic insurance businesses. |
| U.S. Army; Legal Practice | Officer; Attorney | Prior to insurance career | 12+ years active duty; practiced law. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ADT Inc. | Director | 2018–present | Not disclosed in HIG proxy. |
| H&R Block, Inc. | Director | 2017–present | Not disclosed in HIG proxy. |
Board Governance
- Current HIG committees: Chair, Compensation and Management Development Committee; member, FIRMCo. Compensation Committee held 6 meetings in 2024; FIRMCo held 5.
- Independence: Board determined all directors other than the CEO are independent; Winter classified as independent.
- Attendance: Board met 6 times in 2024; each director attended ≥75% of aggregate meetings; all directors attended the May 15, 2024 annual meeting.
- Executive sessions: Non‑management directors met in executive session at each regular meeting (six such sessions in 2024).
- Lead Director: Trevor Fetter serves as Lead Director with defined authorities over agendas, information flow, executive sessions, and evaluations.
- Overboarding policy: Limits total public company boards, including The Hartford, to four for non‑CEOs; Winter serves on three (HIG, ADT, H&R Block), within policy.
- Governance enhancements from shareholder feedback: Lowered overboarding threshold (non‑CEO directors from four additional boards to three), adopted 25% special meeting right, revised executive stock ownership policy.
- Related‑party transactions: None requiring review under the Board’s policy in 2024.
Fixed Compensation
| Director Compensation Program (2024–2025 Board year) | Amount ($) |
|---|---|
| Annual Cash Retainer | 115,000 |
| Committee Chair Retainer: Compensation | 30,000 |
| Committee Chair Retainer: Audit | 35,000 |
| Committee Chair Retainer: FIRMCo | 35,000 |
| Committee Chair Retainer: Nominating | 25,000 |
| Lead Director Retainer | 50,000 |
| Winter – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,000 |
| Stock Awards (RSUs; grant‑date fair value) | 190,000 |
| All Other Compensation | 2,159 |
| Total | 337,159 |
Notes:
- Cash/equity retainers were increased effective for 2024–2025 Board year to align with market: cash from $110,000 to $115,000; equity from $180,000 to $190,000.
- Directors may defer cash retainers and chair fees into RSUs; life insurance ($100,000) and AD&D coverage ($750,000) provided.
Performance Compensation
| Annual Equity Grant (Directors) | Detail |
|---|---|
| Form | RSUs; $190,000 grant; no options for directors. |
| 2024 Grant Date | July 29, 2024 (2nd trading day after Q2 10‑Q) |
| Units (Winter) | 1,733 RSUs (incl. dividend equivalents) |
| Valuation Basis | $110.09 closing price on grant date; RSU fair value $190,000 |
| Vesting/Distribution | Vests end of Board service year (May 21, 2025), unless director elects deferral to end of Board service; unvested forfeited upon resignation (certain exceptions). |
| Dividend Equivalents | Credited; paid only upon vesting. |
Director equity is time‑based RSUs; no disclosed performance metrics for director grants (performance shares and options apply to Senior Executives, not directors).
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure at HIG |
|---|---|
| ADT Inc. | No related-party transactions disclosed by HIG in 2024. |
| H&R Block, Inc. | No related-party transactions disclosed by HIG in 2024. |
The Nominating Committee pre‑approves any director’s additional for‑profit directorships to preserve independence and manage conflicts.
Expertise & Qualifications
- Insurance operations, distribution, and risk management leadership across Allstate, AIG, and MassMutual; public company president/CEO experience.
- Governance and compensation oversight as HIG Compensation Chair since 2021; authority over consultant retention and succession planning.
- Human capital management, enterprise risk and strategic planning experience relevant to HIG’s oversight needs.
Equity Ownership
| Holding (as of March 24, 2025) | Shares/Units | Notes |
|---|---|---|
| Common Stock (beneficially owned) | 16,115 | No individual director ≥1% ownership; group (directors/NEOs/Section 16 officers) ~1.5% total. |
| Unvested RSUs (2024 director grant) | 1,733 | Vests May 21, 2025 (Board service year end). |
| Shares Outstanding (Record Date) | 285,395,412 | Record date for 2025 annual meeting. |
| Ownership % (Common) | ~0.006% | Derived from 16,115 / 285,395,412; based on cited counts. |
Stock ownership guidelines for directors: 5× total annual cash retainer (including chair/lead fees) within 3 years; all directors with ≥3 years met guidelines as of Dec 31, 2024. HIG prohibits hedging, monetization, derivatives, holding stock in margin accounts, and pledging by directors.
Governance Assessment
Key findings:
- Committee leadership and independence: Winter chairs a fully independent Compensation Committee (6 meetings in 2024) and sits on FIRMCo (5 meetings), strengthening oversight of pay, succession, and risk; Board independence and rigorous evaluation processes are evident.
- Pay alignment signals: Director compensation is modest and market‑aligned; equity in RSUs with deferral optionality supports alignment without short‑term incentives; executive plans feature double‑trigger change‑of‑control protection and comprehensive clawback.
- Ownership alignment: Winter’s direct holdings are small in percentage terms but the board‑level guideline (5× cash retainer) has been met by all directors with ≥3 years’ service; strict anti‑hedging/pledging rules reduce misalignment risk.
- Shareholder confidence: Say‑on‑pay support was ~91% in 2024; CAP serves as independent compensation consultant to the committee, reinforcing process quality.
RED FLAGS:
- None disclosed: No related‑party transactions in 2024; pledging prohibited; overboarding policy met (Winter serves on three boards).
Monitoring items:
- Multi‑board commitments can constrain bandwidth; maintain vigilance on attendance and committee workloads, though 2024 attendance thresholds were met across directors.