Virginia Ruesterholz
HARTFORD INSURANCE GROUPAbout Virginia P. Ruesterholz
Independent director at The Hartford (HIG) since 2013; age 63. Former Executive Vice President at Verizon with deep large-scale operations, technology, and risk management leadership; currently serves as a Trustee of Stevens Institute of Technology (Chairman 2013–2018). At HIG, she is independent and serves on the Compensation and Management Development Committee, Finance, Investment and Risk Management Committee (FIRMCo), and Nominating & Corporate Governance Committee; she is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Executive Vice President | Jan 2012 – Jul 2012 | Senior Fortune 100 operator; principal oversight of key strategic initiatives |
| Verizon Services Operations | President | 2009 – 2011 | Led >25,000 employees; large-scale operations, technology and customer service |
| Verizon Telecom | President | 2006 – 2008 | P&L and regulatory navigation in telecom operations |
| Verizon Partner Solutions | President | 2005 – 2006 | Strategic partnership and wholesale operations |
| New York Telephone (pre-Verizon) | Increasing leadership roles in operations, sales, customer service | 1984 – 2005 | Operations and risk management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stevens Institute of Technology | Trustee (Chairman of the Board) | Trustee (current); Chairman 2013–2018 | Academic governance; board leadership |
| Bed Bath & Beyond Inc. | Director | 2017 – 2022 | Public company board service |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all directors other than the CEO are independent (includes Ruesterholz) |
| HIG Committees | Compensation; FIRMCo; Nominating & Corporate Governance (not Chair) |
| 2024 Committee Meetings | Compensation: 6; FIRMCo: 5; Nominating: 5 |
| Board Meetings/Exec Sessions | Board met 6 times in 2024; six executive sessions of non-management directors |
| Attendance | Each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting (May 15, 2024) |
| Lead Independent Director | Trevor Fetter; empowered duties outlined in proxy |
| Overboarding Policy | Policy limits (and in 2024–2025 lowered) non-CEO directors’ board seats; updated after shareholder feedback |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024–2025 board year) | $115,000 | Non-management directors |
| Committee chair retainers (if applicable) | $25,000–$35,000 | Audit $35k; FIRMCo $35k; Compensation $30k; Nominating $25k (not applicable to Ruesterholz in 2024) |
| Lead Director retainer (if applicable) | $50,000 | Not applicable to Ruesterholz |
| 2024 fees earned (Ruesterholz) | $115,000 | Reported for fiscal year 2024 |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant-Date Basis/Value | Vest/Settlement | Notes |
|---|---|---|---|---|---|
| Annual RSU (Director Program) | 7/29/2024 | 1,733 | $189,590 MV at $109.40 (12/31/24); target award sized at $190,000 / $110.09 close on grant date | Vests end of board year on 5/21/2025 unless deferred | |
| Director equity program | 2024 | n/a | $190,000 annual equity grant | RSUs only; dividend equivalents accrue; vesting and change-in-control terms as disclosed |
Additional terms:
- Directors received equity solely in RSUs in 2024; RSUs generally vest at end of board year; directors may elect to defer distribution until end of board service .
- Change-of-control: RSUs auto-vest under specified events (retirement, death, disability, special circumstances, or change of control as defined) .
- No hedging/pledging; transactions only via 10b5-1 plans or open windows; robust trading restrictions apply .
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlocks |
|---|---|---|---|
| Bed Bath & Beyond Inc. | Past | Director (2017–2022) | None disclosed with HIG customers/suppliers/competitors |
| Stevens Institute of Technology | Current | Trustee; Chairman 2013–2018 | Non-profit/academic; no related-party HIG transactions disclosed |
Expertise & Qualifications
- Large-scale operations leadership, technology/digital, risk management, corporate governance, regulatory, strategic planning, human capital management (skills matrix indicates relevant competencies) .
Equity Ownership
| Item | Amount | As-Of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 48,263 | 3/24/2025 | Director-level ownership; totals exclude RSUs vesting within 60 days |
| Unvested Director RSUs outstanding | 1,733 | 12/31/2024 | 7/29/2024 grant; market value $189,590 at $109.40 |
| Director ownership guideline | 5x annual cash retainer | Policy | Must be achieved by 3rd anniversary; all directors with ≥3 years met as of 12/31/2024 |
| Hedging/Pledging | Prohibited | Policy | Strong insider trading safeguards; no pledging permitted |
Governance Assessment
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Strengths
- Independent director with multi-committee service (Compensation, Risk/Investment, Nominating), aligning with operational/tech risk expertise needed for a P&C insurer .
- Clean related-party profile; no related-person transactions in 2024; robust conflicts policy .
- Strong director alignment mechanisms: RSU-based equity, 5x retainer ownership guideline, anti-hedging/pledging, and deferral optionality .
- Effective compensation oversight signals: CAP as independent consultant; 2024 LTI mix tilting to 75% performance shares; AIP funded at 143% on Compensation Core Earnings; 2022–2024 PSU payout at 180%; Say-on-Pay support ~91% in 2024 .
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Potential Watch Items
- Overboarding policy tightened in 2024–2025 based on shareholder feedback; currently not overboarded (no current public company boards listed) .
- Attendance reported only in aggregate (≥75% for all directors); no per-director detail disclosed; however all directors attended the 2024 annual meeting .
-
RED FLAGS
- None identified in 2024: no related-party transactions; prohibitions on hedging/pledging; no director-specific controversies disclosed .