Sandra Wijnberg
About Sandra Wijnberg
Sandra Wijnberg (age 68) has served on Hippo Holdings Inc.’s board since September 2020, currently as Lead Independent Director and set to become Chair of the Board effective as of the June 3, 2025 Annual Meeting . She is a former CFO of Marsh & McLennan, held senior finance roles at YUM! Brands, PepsiCo, and worked in investment banking at Morgan Stanley and Lehman Brothers; she also served as Deputy Head of Mission for the Office of the Quartet in Jerusalem (UN auspices) . Education: BA in English Literature from UCLA and MBA from USC Marshall School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh & McLennan Companies, Inc. | Senior VP & Chief Financial Officer | Prior to Aquiline tenure (dates not fully specified) | Top finance leadership of global professional services firm |
| YUM! Brands, Inc. | Treasurer and Interim CFO | Prior to Marsh roles (dates not fully specified) | Corporate finance leadership |
| PepsiCo, Inc. | Financial management positions | Prior roles (dates not specified) | Finance/operations experience |
| Morgan Stanley; Lehman Brothers | Investment banker | Early career | Capital markets experience |
| Aquiline Holdings LLC | Partner & Chief Administrative Officer | 2007–2014 | Governance/administration for financial services-focused firm |
| Aquiline Capital Partners (subsidiary) | Executive Advisor | 2014–2019 | Strategic advisory |
| Office of the Quartet, Jerusalem | Deputy Head of Mission | 2014–2015 | Development initiative under UN auspices |
External Roles
| Organization | Role | Committees/Notes | Prior Public Boards |
|---|---|---|---|
| Automatic Data Processing, Inc. | Director | Serves on audit committee; board determined her simultaneous service does not impair effectiveness | |
| Cognizant Technology Solutions Corp. | Director | Serves on audit committee; simultaneous service acceptable per Board | |
| T. Rowe Price Group, Inc. | Director | Board service noted (committee not specified) | |
| Tyco International plc | Director | 2003–2016 (prior) | |
| TE Connectivity Ltd. | Director | 2007–2009 (prior) | |
| John Simon Guggenheim Memorial Foundation | Trustee | Non-profit governance | |
| Seeds of Peace | Director | Non-profit governance |
Board Governance
- Independence: Determined independent under NYSE rules; currently Lead Independent Director, becoming Chair at the Annual Meeting (roles separated from CEO) .
- Audit Committee Financial Expert: Designated by the Board as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Executive Sessions: Independent directors meet regularly; as Lead Independent Director she presides over executive sessions .
- Attendance: Ten board meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; eight directors attended the 2024 annual meeting .
- Board Skills: Financial literacy, governance, risk management, strategic/M&A, insurance industry expertise; technology/cybersecurity experience highlighted in skills matrix .
| Committee | Role | FY2024 Meeting Count | Notes |
|---|---|---|---|
| Audit, Risk, and Compliance | Member | 5 | Oversees financial reporting, enterprise risk, cyber risk; independent per Rule 10A-3 |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, evaluations, governance guidelines |
| Compensation | Not a member | 4 | Committee independence noted; external consultant Radford engaged for exec comp |
Fixed Compensation (Director)
| Component | Amount/Value | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Program updated May 3, 2023 |
| Lead Independent Director cash retainer | $22,500 | Additional annual stipend |
| Audit Committee member fee | $10,000 | Annual, non-chair member |
| Nominating & Governance Committee member fee | $4,000 | Annual, non-chair member |
| 2024 Fees Earned (cash) | $97,104 | Actual fees paid in 2024 |
| 2024 Stock Awards (grant-date fair value) | $102,852 | RSUs granted for 2024 service |
| 2024 Total Director Compensation | $199,956 | Sum of cash and stock awards |
Notes:
- Cash is paid quarterly in arrears; amounts prorated for partial quarters .
- Structure implies cash ≈ $60k + $22.5k + $10k + $4k = $96.5k; actual $97,104 likely reflects proration/meeting timing .
Performance Compensation (Director)
| Item | Metric/Terms | Vesting/Trigger | 2024 Value/Units |
|---|---|---|---|
| Annual RSU Award (Directors) | Fixed dollar grant divided by 30-day avg price (“Grant Date Value”) | Vests in full at earlier of 1 year or immediately prior to next Annual Meeting, subject to service | Program level $110,000; Sandra’s 2024 grant FV $102,852 |
| Change-in-Control Treatment | Equity awards held by directors | Full vesting upon consummation of Change in Control | Applies to all director equity |
| Performance Conditions | None disclosed for director RSUs (time-based vesting only) | N/A | RSU structure per program |
Other Directorships & Interlocks
| External Company | Role/Committee | Potential Interlock/Conflict |
|---|---|---|
| ADP | Director; Audit Committee | Board determined simultaneous audit committee service acceptable; no Hippo related-party linkage disclosed – |
| Cognizant | Director; Audit Committee | Same as above – |
| T. Rowe Price | Director | No related-party transactions involving Ms. Wijnberg disclosed – |
Expertise & Qualifications
- Financial expertise (CFO experience; audit committee financial expert) .
- Insurance and financial services industry experience; risk management and strategic/M&A background per skills matrix .
- Technology/cybersecurity exposure at board via matrix; public company governance experience .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (incl. trust) | 15,956 | 11,276 personally; 4,680 as trustee |
| Options vested within 60 days | 9,736 | Included in beneficial ownership [+60 days vested] |
| Total beneficially owned | 25,692 | “Less than one percent” of outstanding shares |
| Stock awards outstanding (unvested RSUs) | 5,801 | As of 12/31/2024 |
| Pledging/Hedging | Hedging prohibited by Insider Trading Policy; no pledging disclosed | Anti-hedging policy applies to directors |
| Ownership Guidelines | 5x annual board retainer (exclusive of LID/committee pay); 5-year compliance window from later of election or July 27, 2023 | Company states covered individuals are in compliance or have time remaining |
Governance Assessment
- Positive signals:
- Elevation to Chair with CEO-role separation supports oversight independence and board effectiveness .
- Audit committee financial expert designation and deep CFO background strengthen financial oversight, risk, and controls .
- Anti-hedging policy and director ownership guidelines (5x retainer) align incentives; company reports compliance/timing on guidelines .
- Watch items / potential red flags:
- Overboarding risk: Concurrent service on multiple public company boards and two external audit committees while becoming Hippo’s Chair—Board explicitly assessed and found no impairment, but investors may monitor time commitments and attendance quality .
- Related-party transactions exist with Lennar affiliates (earnout, expenses), but no disclosed involvement by Ms. Wijnberg; audit committee oversees related-party review—maintain vigilance for independence given broader board ties .
- Attendance disclosure is aggregated (≥75%) rather than individual; as Chair/LID, higher visibility warrants continued tracking of meeting participation .
Overall, Ms. Wijnberg brings strong finance, audit, and insurance expertise with independent leadership credentials; the transition to independent Chair should enhance investor confidence, while her multi-board commitments merit monitoring for sustained engagement and effectiveness .