Richard Widdicombe
About Richard Widdicombe
Richard Widdicombe, 65, is Chairman of the Board at Heritage Insurance Holdings (HRTG). He has served on the Board since the company began operations in August 2012, previously serving as President (2012–2020) and as CEO (2012–2014), bringing extensive property & casualty insurance operating experience from prior leadership roles at Homeowners Choice (HCI) and People’s Trust Insurance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Insurance Holdings | Chairman; formerly President; formerly CEO | Board since Aug 2012; President 2012–2020; CEO 2012–2014 | Board leadership; deep underwriting/claims domain knowledge |
| Homeowners Choice Property & Casualty (NYSE: HCI) | Risk Manager | Nov 2009–Sep 2011 | Risk expertise in homeowners insurance |
| People’s Trust Insurance Company | President | Jul 2007–Feb 2009 | P&C operating leadership |
External Roles
- No other current public company directorships disclosed in the proxy; biography lists prior operating roles, not board seats at other public companies .
Board Governance
| Item | Details |
|---|---|
| Board leadership | Chairman; CEO/Chair roles are separated at HRTG |
| Committee assignments | Corporate Governance & Nominating (CGN) Committee Chair; not listed on Audit (AC) or Compensation (CC) |
| CGN chair effective date | Became CGN Chair on March 11, 2025 (succeeding Mr. Pappas) |
| Independence status | Board determined Widdicombe is independent under NYSE rules; the Board considered his consulting services in making this determination |
| Attendance | In 2024, except for one director not standing for re‑election, each director attended at least 75% of Board and applicable committee meetings; Board met 5x; CGN met 4x |
| Executive sessions | Non‑management directors held 4 executive sessions; Widdicombe presided |
| Shareholder engagement | Ongoing outreach; prioritizes comp alignment and governance; Say-on-Pay 2024 approval ~76% |
Fixed Compensation
| Component (2024) | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $125,000 | Standard retainer |
| Committee membership fee | $2,500 per committee | Additional to retainer |
| Committee chair fee | $5,000 per committee chair | Applies to CGN chair |
| Board chair fee (if non‑employee) | $20,000 | Widdicombe as non‑employee Chair |
| Annual equity grant | $40,000 in restricted stock; vests on earlier of 1‑yr anniversary or day prior to next AGM | Time‑based, not performance‑based |
| Widdicombe – total 2024 director pay | $145,000 cash; $40,000 stock; $99,996 “All Other” (consulting) = $284,996 total | Consulting at $8,333/month for claims operations |
Performance Compensation
- Director equity is time-based restricted stock; no director‑specific performance metrics are disclosed (no options or PSUs for directors) .
- Omnibus Incentive Plan defines potential performance goals (e.g., EPS, TSR, ROE), but these are used for eligible participants and NEO awards; not applied to the standard director grant disclosed above .
| Performance Metric(s) for Director Awards | Weight | Target/Threshold | Payout Curve | Status |
|---|---|---|---|---|
| None disclosed (director grants are time‑based RS) | N/A | N/A | N/A | Time‑based vesting only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Widdicombe |
| Committee interlocks | Compensation Committee interlocks: none (no officer/director cross‑appointments disclosed) |
| Executive sessions role | Presiding non‑management director for 2024 executive sessions |
Expertise & Qualifications
- 35+ years in P&C insurance including CEO/President roles; risk management background; brings underwriting, claims, and risk oversight expertise relevant to HRTG’s strategy and risk profile .
- Board oversight experience as Chairman; leads CGN Committee overseeing board evaluations, independence determinations, governance guidelines, and ESG oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Vesting/Restrictions |
|---|---|---|---|
| Richard Widdicombe | 696,497 | 2.2% | Includes 4,914 restricted shares vesting June 5, 2025 |
| Shares outstanding reference | 30,993,270 (as of Apr 16, 2025) | — | Basis for % calc |
Policy alignment:
- Pledging/short sales prohibited by Insider Trading Policy; hedging requires CFO pre‑clearance .
- Clawback: all awards under Omnibus Incentive Plan subject to recoupment per SEC/NYSE rules .
- Change‑of‑control: if awards are not assumed, they vest prior to CoC; if assumed, double‑trigger vesting upon qualifying separation within 12 months post‑CoC; plan explicitly prohibits option/SAR repricing without shareholder approval .
Related-Party Transactions and Potential Conflicts
| Item | Detail | Amount/Period |
|---|---|---|
| Consulting arrangement | Company engaged Widdicombe for claims operations consulting at $8,333/month; disclosed as $99,996 “All Other Compensation” in 2024 Director Compensation | $99,996 (2024) |
| Family employment | Son (Kevin Widdicombe) employed as BI Analyst; total cash comp ~$187,100 (2024) and ~$174,115 (2023) | 2024–2023 amounts disclosed |
| Independence determination | Board deemed Widdicombe independent, considering his consulting services in the determination | Independence affirmed |
RED FLAGS: Paid consulting by the Board Chair concurrent with service and immediate family employment are related‑party ties that can raise perceived independence concerns, even though the Board affirms independence under NYSE standards .
Governance Assessment
- Board effectiveness: Widdicombe provides seasoned P&C operating and risk expertise, presides over executive sessions, and chairs CGN, which oversees board evaluation and governance frameworks—supportive for oversight quality .
- Independence/Conflicts: Independence is formally affirmed, but consulting income and a family member on payroll create optics risk around independence and potential influence; the Board acknowledges and considered these factors .
- Alignment: Material ownership (2.2%) suggests meaningful “skin in the game”; director equity grants are time‑based, and pledging is prohibited by policy, improving alignment with shareholders .
- Shareholder sentiment: Say‑on‑Pay support at ~76% in 2024 indicates room for continued engagement on pay/governance matters; the Board reports ongoing outreach .