Eric Feder
About Eric Feder
Eric Feder (age 55) is an independent Class I director of Hippo Holdings Inc., serving since October 2018. He is Managing General Partner and President of LEN X, LLC (Lennar Corporation’s innovation/venture arm) since 2019, and previously was Vice Chairman at Rialto Capital (2008–2018) and owner of Cirrus Capital, LLC (2004–2008). He is nominated for re‑election at the 2025 annual meeting; Hippo’s board class structure has staggered three‑year terms. The board has determined Mr. Feder is independent under NYSE rules, noting his affiliation with significant stockholders.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LEN X, LLC (Lennar) | Managing General Partner and President | 2019–present | Oversees Lennar’s innovation and venture investing; instrumental in sourcing/structuring investments in real estate tech, including Hippo. |
| Rialto Capital | Vice Chairman | 2008–2018 | Senior executive leadership in real estate investing. |
| Cirrus Capital, LLC | Owner | 2004–2008 | Real estate venture ownership/operations. |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| LEN X, LLC (affiliate of Lennar) | Managing General Partner and President | 2019–present | Mr. Feder is an officer of the parent of LEN FW Investor, LLC, which beneficially owns 11.89% of Hippo common stock (subject to a voting cap). |
Board Governance
- Independence: The board determined Eric Feder is independent under NYSE rules; determination considered his affiliation with certain significant stockholders.
- Committee assignments (2024): Compensation Committee member (not Chair).
- Committee structure and meetings (context): Compensation Committee met 4 times in 2024; Audit, Risk, and Compliance Committee met 5 times; Nominating & Corporate Governance met 4 times.
- Attendance: In 2024, each director attended at least 75% of the aggregate of all board and applicable committee meetings. There were 10 board meetings.
- Board leadership: Roles of Chair and CEO are separated; effective at the 2025 annual meeting, Sandra Wijnberg will serve as Chair of the Board.
- Executive sessions: Non‑management directors meet regularly without management; independent‑only session at least once per year.
Committee Memberships (Mr. Feder)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 4 |
| Audit, Risk, and Compliance | Not a member | 5 (committee total) |
| Nominating & Corporate Governance | Not a member | 4 (committee total) |
Fixed Compensation
| Component | Amount/Policy | 2024 Actual for Feder |
|---|---|---|
| Annual cash retainer | $60,000 per non‑employee director (raised from $35,000 under prior program) | $66,000 fees earned (includes committee fee) |
| Compensation Committee member fee (non‑chair) | $6,000 per year | Included in $66,000 total |
| Meeting fees | None disclosed (program is retainer + committee fees) | N/A |
Notes: Lead Independent Director receives an additional $22,500 (not applicable to Feder). Audit Chair receives $20,000; Audit member $10,000; Nominating Chair $8,000; Nominating member $4,000.
Performance Compensation
| Equity Element | Structure | 2024 Value/Grants |
|---|---|---|
| Annual RSU award | Automatically granted at the annual meeting; value equals $110,000 divided by 30‑day average “Grant Date Value”; vests in full by next annual meeting. Change in control: full vesting. | 2024 stock award grant‑date fair value: $102,852 (Feder). |
| Outstanding director equity at 12/31/2024 | Unvested RSUs outstanding | 5,801 units (Feder). |
Mix: For 2024, cash $66,000 vs. equity $102,852 (approximately 39% cash / 61% equity), aligning director pay more with equity value than cash.
Other Directorships & Interlocks
| Company/Entity | Type | Role/Relationship | Interlock/Conflict Consideration |
|---|---|---|---|
| LEN FW Investor, LLC (Hippo stockholder) | Significant stockholder | Affiliates beneficially own 11.89% of Hippo; has agreed not to vote beyond 9.99% and denies beneficial ownership above that cap. Mr. Feder is an officer of the parent of LEN FW Investor, LLC. | Affiliation with significant stockholder; Board nonetheless deems him independent. Related‑party transactions with Lennar affiliates summarized below. |
| Other public company boards (Feder) | Public directorships | None disclosed in Hippo’s proxy (bio references “numerous companies” generally). | No disclosed current public company directorships for Feder beyond Hippo. |
Expertise & Qualifications
- Board skills matrix indicates Mr. Feder brings Executive/C‑Suite experience; Public Company Corporate Governance; Marketing, Sales & Business Development; and Strategic Planning & M&A. He is not flagged in the matrix for Financial Literacy or Insurance Industry expertise.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 16,276 shares (includes 5,000 via Beep Investment LLC) — less than 1%. |
| Unvested director RSUs outstanding (12/31/2024) | 5,801 units. |
| Options | None disclosed for Feder as a director. |
| Ownership guidelines | Non‑employee directors should own ≥5x annual board retainer within five years of the later of election date or July 27, 2023 (i.e., by July 27, 2028 for directors elected before that date). Company states all covered individuals are either in compliance or within the time window. |
| Hedging/pledging | Insider Trading Policy prohibits hedging transactions (e.g., collars/swaps); no pledging disclosure provided. |
Related‑Party Exposure (Lennar Affiliates)
| Transaction | 2024 Amount | Counterparty/Notes |
|---|---|---|
| Expenses under agreements with Lennar Insurance Agency, LLC (and affiliates) | $7.6 million | Lennar affiliates are >5% owners; Feder is an officer of parent of LEN FW Investor, LLC. |
| Revenues under agreements with Lennar Insurance Agency, LLC (and affiliates) | $0.9 million | As above. |
| Earnout payment related to 2019 acquisition of North American Advantage Insurance Services, LLC | $3.8 million paid to Lennar Title, Inc. | Consideration tied to acquired customers; no stated maximum. |
Governance controls: The Audit, Risk, and Compliance Committee reviews related‑person transactions under a written policy; Audit Committee oversees compliance.
Compensation Committee Context (Feder is a member)
- 2024 membership: Feder, Landman (Chair), Nichols; all independent under NYSE heightened standards; classified as “non‑employee directors” under Rule 16b‑3.
- Consultant: Radford (Aon) engaged; committee concluded no conflicts of interest.
- Interlocks: No executive officer of Hippo served on the board/comp committee of an entity that had an executive officer on Hippo’s board/comp committee during 2024.
Governance Assessment
- Positives
- Independent director with venture/strategic M&A expertise; on Compensation Committee but not chair; board is majority independent, with separated Chair/CEO roles and regular executive sessions.
- Director equity comprises a majority of his 2024 compensation, aligning with shareholder outcomes; stock ownership guidelines (5x retainer) in place; anti‑hedging policy adopted.
- Board/committee participation: At least 75% attendance in 2024; 10 board meetings held; indicates baseline engagement.
- Watch items / RED FLAGS
- Affiliation with major stockholder (LEN FW Investor, LLC) and material related‑party dealings with Lennar affiliates (net expenses of $7.6m, revenues $0.9m, and $3.8m earnout in 2024) create potential conflict optics; mitigants include Audit Committee oversight, policy, and LEN FW’s self‑imposed 9.99% voting cap with denial of beneficial ownership above cap.
- 2023 one‑time option repricing for executives (not directors) could be viewed as shareholder‑unfriendly; the board imposed a one‑year exercise premium that expired March 6, 2024, partially mitigating concerns; awareness warranted given Feder’s role on the Compensation Committee.
- As an Emerging Growth Company, Hippo is not required to hold a Say‑on‑Pay vote, limiting direct shareholder feedback on pay practices for now.