Hugh Frater
About Hugh R. Frater
Hugh R. Frater, 69, is a Class II independent director of Hippo Holdings (HIPO) who has served on the Board since April 2018; he holds an MBA from Columbia Business School and a BA from Dartmouth College . His prior leadership includes CEO and interim CEO of Fannie Mae (board service since 2016), CEO and Chairman roles at Berkadia, and senior executive roles at PNC Financial Services and as a founding partner and managing director at BlackRock, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | Interim CEO; CEO; Director | Interim CEO Oct 2018–Mar 2019; CEO Mar 2019–May 2022; Board since 2016 | Led GSE during pivotal period |
| Berkadia Commercial Mortgage LLC | CEO; Chairman | CEO 2010–Apr 2014; Chairman Apr 2014–Dec 2015 | Leadership in commercial real estate finance |
| PNC Financial Services | EVP, led real estate division | Earlier career (dates not specified) | Oversight of real estate operations |
| BlackRock, Inc. | Founding Partner & Managing Director | Earlier career (dates not specified) | Foundational capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vessel Technologies | Chairman of the Board | Since June 2023 | Governance leadership |
| Fannie Mae | Director | Since 2016 | Prior CEO; continued board service noted |
Board Governance
- Committee assignments: Member, Audit, Risk, and Compliance Committee; not a member of Compensation or Nominating & Corporate Governance Committees (John Nichols chairs Audit; members include Wijnberg, Frater, Nichols, Schaaf) .
- Independence: Board determined Frater qualifies as independent under NYSE listing requirements .
- Board classification: Class II director (term expires at 2026 annual meeting, subsequent term to 2029 per classified board structure) .
- Attendance: In 2024 the Board met 10 times; each director attended at least 75% of Board and committee meetings; eight directors attended the 2024 annual meeting .
- Board skills matrix attributes for Frater: Executive/C-Suite, Public Company Corporate Governance, Financial Literacy, Marketing/Sales/Business Development, Risk Management, Strategic Planning & M&A, Insurance Industry .
- Board leadership context: Sandra Wijnberg served as Lead Independent Director and effective as of the 2025 Annual Meeting will serve as Chair of the Board .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 60,000 | Non-Employee Director Compensation Program |
| Audit Committee member fee | 10,000 | Non-chair audit committee member compensation |
| Lead Independent Director fee | 0 | Frater is not the Lead Independent Director |
| Committee chair fees | 0 | Not a committee chair |
| Total cash fees earned in 2024 | 70,000 | As reported in Non-Employee Director Compensation table |
Performance Compensation
| Item | Detail |
|---|---|
| Annual RSU Award (policy) | $110,000 grant-date value, based on 30-day average price; granted at Annual Meeting |
| Actual 2024 Stock Awards (fair value) | $102,852 |
| Vesting | Vests in full on first anniversary of grant or immediately prior to next annual meeting, subject to service |
| Change in control | All director equity awards vest in full upon change in control per 2021 Equity Incentive Plan |
| Options | None for Frater in 2024 |
| Performance metrics | None disclosed for director awards; awards are time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Vessel Technologies | Chairman of the Board | External governance role |
| Fannie Mae | Director | Prior CEO; continued board service noted |
- Related-party environment: Lennar-related entities are significant stockholders; Hippo incurred $7.6M expenses and $0.9M revenues with Lennar affiliates in 2024; earnout of $3.8M paid to Lennar Title; Board notes director Eric Feder is affiliated with LEN FW Investor (a >5% holder); Board independence determinations affirmed under NYSE rules .
- No related-party transactions disclosed involving Frater personally .
Expertise & Qualifications
- Education: MBA (Columbia), BA (Dartmouth) .
- Board skills: Executive leadership, governance, financial literacy, risk management, insurance industry, strategic planning & M&A, commercial development .
- Designations: Senior executive experience (Fannie Mae CEO; Berkadia CEO/Chair), founding partner-level experience (BlackRock) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 11,276 |
| Shares held via trust | 43,054 |
| Total beneficial ownership | 54,330 (less than 1%) |
| +60 days vested derivative/equity | None |
| Unvested RSUs outstanding at 12/31/2024 | 5,801 |
| Options (exercisable/unexercisable) | 0 / 0 |
- Stock Ownership Guidelines: Non-employee directors must own ≥5x annual retainer within five years of the later of election date or July 27, 2023; directors are either in compliance or within the allowed time to meet the threshold .
- Hedging restrictions: Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps, exchange funds) by directors and entities they control .
Governance Assessment
- Positives: Independent status under NYSE rules; active Audit, Risk, and Compliance Committee membership with robust remit over financial reporting, enterprise risk, IT/cyber, and underwriting/pricing risks . Attendance thresholds met in 2024 (≥75%) amid 10 Board meetings; Board maintains classified structure and clear governance documents .
- Alignment: Beneficial ownership of 54,330 shares plus unvested RSUs (5,801) supports some alignment; directors must meet 5x retainer ownership guidelines over a defined horizon, with anti-hedging safeguards .
- Pay structure: Cash retainer plus time-based RSUs ($102,852 fair value in 2024) with no disclosed performance conditions; cash+equity mix and audit committee fee indicate standard market practice, though the absence of performance-linked director pay limits pay-for-performance signaling (common for directors) .
- Conflicts: No Frater-specific related-party transactions disclosed; Board recognizes and manages Lennar-related relationships (via Feder) and affirms independence .
- Red flags: None directly tied to Frater disclosed (no pledging or hedging, no low attendance, no related-party issues). Potential soft concern is modest ownership (<1%) relative to outstanding shares; change-in-control accelerated vesting is standard but investors should monitor overall board alignment and independence given significant stockholder relationships .