John Nichols
About John Nichols
John Nichols (age 65) has served as an independent director of Hippo Holdings Inc. since August 2022 and is nominated for a new three‑year term as a Class I director through the 2028 annual meeting. He is Chair of Hippo’s Audit, Risk, and Compliance Committee and a member of the Compensation Committee. Nichols holds a Bachelor of Science in Accounting from Babson College and brings deep insurance executive experience, including CEO roles and board leadership through a major acquisition.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protective Insurance Company | Interim CEO and Chairman | Through 2021 | Oversaw acquisition by Progressive Insurance Company in 2021 |
| AXIS Reinsurance Ltd. | CEO | Not disclosed | Led reinsurance operations |
| RenaissanceRe Ventures Ltd. | President and other roles | 15-year stint | Growth leadership across reinsurance ventures |
External Roles
| Organization | Role | Public/Private | Current/Prior |
|---|---|---|---|
| Glass House Brands | Director | Public | Current |
| Delaware North Companies | Director | Private | Current |
| Chelsea Avondale / Max Insurance | Director | Private | Current |
| Greenie Re | Director | Private | Current |
| Brit Re and Sussex Re | Director | Private | Prior |
| Enhanzed Re | Director | Private | Prior |
| National General Insurance Company | Director | Public (acquired) | Prior |
Board Governance
- Independence: Nichols is “independent” under NYSE listing requirements.
- Committee assignments and chair roles:
- Audit, Risk, and Compliance Committee – Chair; 5 meetings in 2024.
- Compensation Committee – Member; 4 meetings in 2024.
- Attendance and engagement:
- In 2024, the Board met 10 times; each director attended at least 75% of Board and committee meetings during their service.
- Executive sessions: Non‑management directors meet regularly; independent directors meet at least annually; presided over by the Lead Independent Director.
- Board skills and expertise matrix: Nichols is marked for Executive/C‑Suite experience, Financial Literacy, Strategic Planning & M&A, and Insurance Industry domain expertise.
Fixed Compensation
| Year | Cash Fees (Director + Committee) | Notes |
|---|---|---|
| 2024 | $85,396 | Includes Board retainer and committee fees per program; paid quarterly in arrears. |
| 2023 | $63,500 | Includes Board retainer and committee fees per program; paid quarterly in arrears. |
Program detail (non‑employee director cash compensation as of May 3, 2023 amendment):
- Annual Board retainer: $60,000; Lead Independent Director premium: $22,500.
- Committee premiums: Audit Chair $20,000; Audit member $10,000; Compensation Chair $12,000; Compensation member $6,000; Nominating Chair $8,000; Nominating member $4,000.
Performance Compensation
| Year | Stock Awards (Grant‑Date Fair Value) | Award Type | Vesting |
|---|---|---|---|
| 2024 | $102,852 | Annual RSU Award | Vests in full upon earlier of first anniversary or immediately prior to next annual meeting, subject to continued service. |
| 2023 | $104,890 | Annual RSU Award | Same vesting policy as above. |
Equity award policy (structure and alignment):
- Annual RSU Award sized at $110,000 divided by “Grant Date Value” (30‑day average closing price preceding grant date); granted automatically on annual meeting date to continuing non‑employee directors.
- New directors receive a prorated Annual RSU Award vesting on first anniversary.
- Change‑in‑control: All director equity awards vest in full upon consummation of a change in control.
No performance metrics are attached to director equity; awards are time‑based, designed to align director pay with shareholder outcomes via equity exposure.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public board(s) | Glass House Brands – Director. |
| Current private boards | Delaware North Companies; Chelsea Avondale/Max Insurance; Greenie Re. |
| Prior boards | Brit Re; Sussex Re; Enhanzed Re; National General Insurance Company. |
| Compensation Committee interlocks | None; Hippo’s Compensation Committee members (Feder, Landman, Nichols) had no interlocks or insider participation. |
Expertise & Qualifications
- Insurance operator/executive: CEO roles at AXIS Re; leadership across RenaissanceRe Ventures; oversight of Protective’s sale.
- Financial literacy and accounting foundation: BS in Accounting; Audit Committee financial literacy requirement met by all members (Nichols included).
- Strategic and M&A experience: Marked in Board skills matrix for Strategic Planning & M&A; executed sale processes.
- Executive/C‑suite leadership: Marked in skills matrix; multiple senior leadership posts.
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 1, 2025 | 60,959 | <1% | 10,959 shares held personally; 50,000 shares held by Janajasa Associates L.P. |
| Dec 31, 2024 (holdings snapshot) | Stock awards outstanding: 5,801 RSUs | N/A | No options outstanding; only RSUs noted. |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold ≥5x annual Board retainer value within 5 years of later of board entry or July 27, 2023; all covered directors are either compliant or within the compliance window.
- Anti‑hedging policy: Prohibits hedging transactions (e.g., collars, swaps) that misalign incentives.
No pledging or collateralization of Hippo shares by Nichols is disclosed in the proxy.
Governance Assessment
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Strengths
- Independent director with deep insurance operating and board experience; chairs the Audit, Risk, and Compliance Committee, which oversees financial reporting, enterprise risk, cybersecurity risk, and related‑party transaction reviews.
- Solid engagement: Board met 10 times in 2024; all directors met the ≥75% attendance threshold; committees met regularly (Audit 5x, Compensation 4x, Nominating 4x).
- Compensation structure for directors balances cash retainers with time‑based RSUs, plus clear stock ownership guidelines to align with shareholders.
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Potential conflicts and related‑party exposure
- Hippo discloses commercial transactions with Lennar affiliates (earnouts and services); those relate to investor LEN FW Investor, LLC and director Eric Feder’s affiliation—not Nichols. The Audit Committee (chaired by Nichols) reviews related‑party transactions under its charter.
-
RED FLAGS to monitor
- Company option repricing occurred in March 2023 for employees/NEOs (with a one‑year exercise premium), but no director options are noted for Nichols. Continue monitoring equity changes and any future repricings.
- Ensure ongoing compliance with stock ownership guidelines within the 5‑year window and vigilance on anti‑hedging compliance.
Overall, Nichols’ audit chairmanship, independence, and sector expertise are positives for board effectiveness and investor confidence, with no disclosed related‑party conflicts involving him and a straightforward, equity‑linked director pay structure.