Teresa Roseborough
HARTFORD INSURANCE GROUPAbout Teresa W. Roseborough
Teresa Wynn Roseborough (age 66) is an independent director of The Hartford (HIG) since 2015 and currently serves as Executive Vice President, General Counsel and Corporate Secretary of The Home Depot (2011–present). She brings over three decades of senior legal, regulatory, and governance experience from government, law firm, and corporate roles; at HIG she chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee and the Finance, Investment & Risk Management Committee (FIRMCo) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | EVP, General Counsel & Corporate Secretary | 2011–present | Senior legal leader; corporate governance and compliance expertise |
| MetLife, Inc. | Senior Chief Counsel, Compliance & Litigation; Deputy General Counsel | 2006–2011 | Financial services legal/regulatory experience |
| Sutherland, Asbill & Brennan LLP | Partner | 1996–2006 | Complex litigation; Supreme Court experience |
| U.S. Dept. of Justice, OLC | Deputy Assistant Attorney General | 1994–1996 | Government regulatory counsel to executive branch |
External Roles
| Company/Institution | Role | Tenure | Committees |
|---|---|---|---|
| None (current public company boards) | — | — | — |
| HIG’s 2025 proxy lists “Other Current Public Company Boards: None” for Ms. Roseborough . |
Board Governance
- Independence: The Board determined all directors other than the CEO (Christopher Swift) are independent; Ms. Roseborough is independent .
- Committee assignments (2024 activity levels for context):
- Nominating & Corporate Governance Committee (Chair; 5 meetings in 2024)
- Compensation & Management Development Committee (Member; 6 meetings in 2024)
- Finance, Investment & Risk Management Committee (Member; 5 meetings in 2024)
- Attendance and engagement: The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the May 15, 2024 annual meeting (virtual) .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting (six sessions in 2024) .
- Governance leadership: As NCG Chair since 2021, she oversees board composition/refreshment, director qualifications, governance policies, and annual reviews of political engagement and sustainability governance .
- Majority voting/resignation policy: Directors tender contingent resignations if they fail to receive more “for” than “against” votes in uncontested elections .
Fixed Compensation
| Component (Directors – 2024–2025 service year) | Amount/Terms |
|---|---|
| Annual cash retainer | $115,000 |
| Committee Chair retainers | Audit $35,000; FIRMCo $35,000; Compensation $30,000; Nominating $25,000 |
| Lead Director retainer | $50,000 |
| Annual equity | $190,000 in RSUs; vests at end of Board year unless deferred; dividend equivalents accrue; change-in-control and accelerated vesting provisions as disclosed |
| Insurance/perquisites | Group life insurance $100,000; AD&D/PTD $750,000; travel reimbursement |
| Director (FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Teresa W. Roseborough | 140,000 | 190,000 | 2,159 | 332,159 |
Notes:
- 2024 director RSU grant: 1,733 units granted 7/29/2024 (grant date price $110.09), scheduled to vest 5/21/2025; year-end value $189,590 at $109.40 (12/31/2024 close) .
- Directors may defer cash retainers and RSU distributions to end of Board service .
- Stock ownership guideline: 5x total annual cash retainer within three years; all directors with ≥3 years of service met the guideline as of 12/31/2024 .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time-based RSUs (annual grant ~$190k) | None (not performance-conditioned) | Vests at end of Board year; dividend equivalents accrue; special vesting on retirement/death/disability/COC per plan |
Other Directorships & Interlocks
- Current public boards: None .
- Related-party/transactions: HIG reports no transactions requiring review under its related-person transaction policy for 2024 .
- Overboarding controls: HIG limits total public boards to four for non-CEOs and two for sitting CEOs; pre-approval required before joining another for-profit board .
Expertise & Qualifications
- Competencies highlighted in HIG’s director skills matrix include: Corporate Governance, Risk Management, Business Operations/Strategic Planning, Regulatory, Human Capital Management; Financial Services industry experience; Leadership .
- Professional background: Senior legal/regulatory roles (Home Depot GC/CS; MetLife; DOJ OLC); complex litigation and governance expertise .
Equity Ownership
| As of date | Common Stock Beneficially Owned | Total Stock-Based Holdings (incl. RSUs/PSUs/options per table) |
|---|---|---|
| March 24, 2025 | 33,165 shares | 33,165 shares |
Additional equity detail:
- Unvested 2024–2025 director RSUs: 1,733 units (granted 7/29/2024), market value $189,590 at 12/31/2024 ($109.40) .
- Hedging/pledging: HIG policy prohibits directors from hedging, monetization, derivative or similar transactions and from holding stock on margin or pledging as collateral; trading only in windows or via 10b5‑1 plans .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep legal/regulatory and governance credentials; chairs NCG and serves on Compensation and FIRMCo, aligning oversight with her expertise .
- Strong engagement signals: ≥75% attendance; participation in six executive sessions; attendance at 2024 annual meeting; NCG oversight of sustainability governance and political engagement .
- Alignment and safeguards: Time-based RSU equity, 5x ownership guideline achieved by all seasoned directors, robust prohibitions on hedging/pledging; no related-party transactions in 2024 .
- Potential watch items:
- As an active EVP/GC of a Fortune 50 company, time commitments merit routine monitoring, but HIG’s overboarding limits and attendance record mitigate concern .
- Director equity is time-based (not performance-conditioned); however, structure is market-standard for non-employee directors and paired with meaningful ownership requirements .
Say-on-Pay context (broader governance sentiment): HIG received ~91% support on Say-on-Pay at the 2024 meeting, indicating broad shareholder support for compensation practices and governance program .