Paul L. Whiting
About Paul L. Whiting
Independent director since March 2023; age 81; private investor and former CEO/CFO with extensive public-company board experience. Prior roles include Chairman/CEO/CFO at Spalding & Evenflo; former director at Sykes Enterprises (Non‑Executive Chairman 2004–2016) and TECO Energy (Audit Committee member; Compensation Committee Chair). Currently serves on boards of The Bank of Tampa and The Tampa Bay Banking Co. and multiple civic organizations. Designated Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spalding & Evenflo Companies, Inc. | Chairman, CEO, CFO | Not disclosed | Senior operating/finance leadership in a regulated consumer products context |
| Sykes Enterprises, Inc. | Director; Non-Executive Chairman | Dec 2003–May 2019; Aug 2004–May 2016 | Public board leadership over long horizon; governance and oversight |
| TECO Energy, Inc. | Director | Feb 2004–Jul 2016 | Audit Committee member; Compensation Committee Chair—direct pay oversight experience in a regulated utility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of Tampa | Director | Current | Chair, Compensation Committee; Wealth Management and Directors’ Loan Committees |
| The Tampa Bay Banking Co. | Director | Current | Compensation Committee Chair |
| Academy Prep Foundation/Centers | Trustee/Board Member | Current | Community/civic leadership |
Board Governance
- Committee assignments (post 2025 annual meeting): Compensation Committee Chair; Audit Committee member; Corporate Governance & Nominating Committee member .
- Audit Committee financial expert designation; all Audit members independent under NYSE/Rule 10A‑3 .
- Independence: Board determined Whiting is independent; no related‑party transactions under Item 404(a) at appointment .
- Attendance: Board met 5 times in 2024; all directors except one (Walvekar) attended at least 75% of Board/committee meetings—Whiting met the threshold .
- Executive sessions: Non‑management directors met in executive session four times in 2024; chaired by non‑management director .
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Paul L. Whiting) |
|---|---|---|
| Annual cash retainer (director) | $125,000 | $134,375 (includes $1,875 related to 2023 services) |
| Committee membership fee | $2,500 per committee member | Included in cash total (specific breakout not disclosed) |
| Committee chair fee | $5,000 per committee chair | Included in cash total (he chaired Compensation) |
| Chair of Board premium | $20,000 if applicable | N/A (not Board Chair) |
- Mix: Cash ~77% ($134,375) vs equity ~23% ($40,000) in 2024—moderate alignment via equity but cash-heavy structure .
Performance Compensation
- Directors receive time-based restricted stock; no performance‑conditioned director awards disclosed. Company’s pay-for-performance design applies to executives; as Compensation Chair, Whiting oversees these metrics .
| 2024 Executive Annual Cash Incentive Metrics | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| CEO: Net operating ratio | 60% | 100% | 96% | 92% | 87.7% | 158% |
| CEO: ROAE | 20% | 4% | 8% | 12% | 24.1% | 158% |
| CEO: Qualitative | 20% | — | — | — | — | 97% |
| CFO: Net operating ratio | 60% | 100% | 96% | 92% | 87.7% | 146% |
| CFO: ROAE | 20% | 4% | 8% | 12% | 24.1% | 146% |
| CFO: Qualitative | 20% | — | — | — | — | 123% |
| NBIC President: Net operating ratio | 40% | 100% | 96% | 92% | 87.7% | 211% |
| NBIC President: NBIC net operating ratio | 30% | 108% | 103% | 99% | 99.2% | 205% |
| NBIC President: ROAE | 20% | 4% | 8% | 12% | 24.1% | 211% |
| NBIC President: Qualitative | 10% | — | — | — | — | 125% |
- Long‑term equity for executives: time-based RS (3‑year ratable) and PSR based on 3‑year adjusted book value per share growth (50%) and 3‑year TSR (50%) for 2024 grants .
Other Directorships & Interlocks
| Company | Public/Private | Interlock/Conflict |
|---|---|---|
| Sykes Enterprises, Inc. | Public (historical) | None disclosed with HRTG |
| TECO Energy, Inc. | Public (historical) | None disclosed with HRTG |
| The Bank of Tampa; Tampa Bay Banking Co. | Private/regional banks | No HRTG related‑party transactions disclosed; Board affirmed independence |
Expertise & Qualifications
- Financial expert; deep experience chairing compensation committees and serving on audit committees at public companies; brings regulated-industry perspective (utilities, financials) and senior operating/finance credentials .
- Governance familiarity with performance‑based incentive design and long‑term equity programs; Compensation Committee charter oversight includes clawbacks and plan administration .
Equity Ownership
| Holder/Vehicle | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 140,447 | <1% of outstanding shares |
| Whiting Family, LLC | 40,871 | Controlled by Mr. Whiting and spouse |
| Paul & Gail Whiting Investments Limited | 20,000 | Controlled by Mr. Whiting |
| Restricted stock (2024 director grant) | 4,914 | Vests June 5, 2025 |
| Pledging/Hedging | — | Company prohibits pledging; hedging requires CFO pre‑clearance |
- Ownership guidelines for directors: not disclosed; compliance status not stated .
Governance Assessment
-
Strengths
- Independent director; Audit Committee financial expert; chairs Compensation—supports board effectiveness in pay oversight and financial controls .
- Formal clawback policy adopted; equity plan prohibits option/SAR repricing; no tax gross‑ups; independent compensation consultant (Pay Governance) with no conflicts .
- Robust executive performance metrics tied to underwriting profitability (net operating ratio), ROAE, and multi‑year ABV/TSR PSUs, aligning incentives with shareholder returns .
-
Watch items
- Director pay mix skewed to cash (≈77% cash, 23% equity)—attenuates alignment versus higher equity weighting; consider increasing equity portion for stronger “skin‑in‑the‑game” .
- Equity plan dilution: approved 2025 amendment raises fully‑diluted overhang from ~7.0% to ~12.1%; monitor grant practices/run‑rate (3‑yr avg 1.1%) to avoid pay inflation and dilution creep .
-
Conflicts/Related parties
- No Whiting-related party transactions disclosed; independence affirmed at appointment .
- Board-level related parties exist (e.g., agency commissions to director-affiliated Comegys; consulting payments to Board Chair; employment of Chair’s son)—context for overall governance risk, though not tied to Whiting .
-
Shareholder signals
- Say‑on‑Pay support: ~76% in 2024; 2025 vote 15.11M For / 4.26M Against / 0.78M Abstain—improved but still notable opposition; Compensation Committee (chaired by Whiting) should continue engagement and calibration .
Appendix: Key Votes and Committee Composition (2025)
| Item | Result |
|---|---|
| Election of Paul L. Whiting | 18,043,683 For / 2,104,177 Withheld / 5,020,784 Broker Non‑Votes |
| 2025 Committee assignments | Compensation (Chair); Audit (Member); Corporate Governance & Nominating (Member) |
| 2025 Incentive Plan Amendment | 16,765,995 For / 3,059,933 Against / 321,932 Abstain |
Overall: Whiting’s independence, committee leadership, and financial expertise are positives for investor confidence. Maintain vigilance on dilution from equity plans and consider rebalancing director pay mix to enhance alignment. No Whiting-specific conflicts identified in filings.