Tim Moura
About Tim Moura
Tim Moura, 52, is President of NBIC (a Heritage Insurance subsidiary) and has over 25 years of P&C insurance experience across national and regional carriers, including leadership roles at NBIC, Tower Group, OneBeacon, and MetLife Auto & Home; he has served as NBIC President since January 2018 . Company pay-versus-performance disclosures show recent shareholder and profitability context: the value of a $100 investment was $64.36 for 2023, $17.77 for 2022, and $58.05 for 2021, with net income of $45.3 million in 2023 and losses in prior years, framing incentive alignment against turnaround performance . His latest employment agreement (effective Dec 31, 2023) emphasizes performance-based pay and tight post-employment covenants, with severance and change-of-control terms linked to annual incentive targets and vesting treatment of equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBIC (Narragansett Bay Insurance Company) | President | Jan 2018–present | Leadership at HRTG subsidiary; 25+ years industry experience |
| NBIC | Senior Vice President | Feb 2014–Jan 2018 | Senior leadership at NBIC prior to HRTG acquisition |
| Tower Group Companies | Vice President | 2010–2013 | Leadership at national/regional P&C carrier |
| OneBeacon Insurance Group | Regional Vice President | 2004–2006 | Regional leadership in P&C operations |
| MetLife Auto & Home | Various management roles | 1995–2004 | Progressive management experience in auto/home insurance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in proxy materials |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $950,000 | $950,000 | $650,000 |
| Annual Cash Incentive – Threshold ($) | $75,000 | $75,000 | $97,500 |
| Annual Cash Incentive – Target ($) | $125,000 | $125,000 | $123,500 |
| Annual Cash Incentive – Maximum ($) | $200,000 | $200,000 | $260,000 |
Notes:
- 2024 base salary reduction reflects Compensation Committee’s shift toward more performance-based, at-risk compensation following an independent consultant review .
Performance Compensation
| Element | Metric | Weighting | Target Level | Actual (most recent) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Company executive incentive program (metrics not itemized) | Not disclosed | Target $123,500 | 2024 actual non‑equity incentive $247,390 | Cash | Annual program (payout post year-end) |
| Annual Cash Incentive (2023) | Company executive incentive program (metrics not itemized) | Not disclosed | Target $125,000 | 2023 actual non‑equity incentive $153,750 | Cash | Annual program (payout post year-end) |
| LTI – Time‑Based RS (2024 grant) | Service-based | — | Grant-date fair value $97,500 | N/A (service-based) | Shares | Vests one‑third on Dec 15, 2024/2025/2026 |
| LTI – PBRSU (2024 grant) | 3‑yr Adjusted BVPS growth; 3‑yr TSR | 50% / 50% | Threshold $78,000; Target $130,000; Max $312,000 | In progress (2024–2026) | Shares | Vests after performance period ending 12/31/2026 (settlement by 3/30/2027) |
| LTI – PBRSU (2023 grant) | 3‑yr Adjusted BVPS growth; 3‑yr TSR | Not expressly stated for 2023 | Threshold/Target/Max not in 2023 table; performance shares outstanding at max shown in YE tables | In progress (2023–2025) | Shares | Vests after performance period ending 12/31/2025 (settlement by 3/30/2026) |
Equity Ownership & Alignment
| Ownership Snapshot | 2021 | 2022 | 2025 |
|---|---|---|---|
| Beneficial Ownership – Shares (#) | 59,133 | 134,025 | 276,134 |
| Approximate Percent of Class | <1% | <1% | <1% (star) |
| Outstanding Equity Awards (Unvested) | Grant Date | Type | Unvested Shares (#) | Market Value ($) | Vesting / Performance Timing |
|---|---|---|---|---|---|
| YE 2024 | 2/26/2024 | Time‑Based RS | 9,260 | $112,046 | Vests one‑third on Dec 15, 2024/2025/2026 |
| YE 2024 | 2/26/2024 | PBRSU (2024–2026) | 44,446 (reflected at maximum) | $537,797 (at max) | Vests after period ending 12/31/2026, settle by 3/30/2027 |
| YE 2024 | 7/11/2023 | Time‑Based RS | 12,255 | $148,286 | Vests one‑third on Dec 15, 2023/2024/2025 |
| YE 2024 | 7/11/2023 | PBRSU (2023–2025) | 98,039 (at max) | $1,186,272 (at max) | Vests after period ending 12/31/2025, settle by 3/30/2026 |
| YE 2023 | 7/11/2023 | Time‑Based RS | 24,510 | $159,805 | Vests one‑third on Dec 15, 2023/2024/2025 |
| YE 2023 | 7/11/2023 | PBRSU (2023–2025) | 24,510 (threshold reflected) | $159,805 (threshold) | Vests after period ending 12/31/2025; settle by 3/30/2026 |
| YE 2023 | 3/16/2022 | Time‑Based RS | 3,720 | $24,254 | Vests one‑third on Dec 21, 2022/2023/2024 |
| YE 2022 | 3/16/2022 | Time‑Based RS | 7,441 | $13,394 | Vests in three annual installments beginning end of grant year |
| YE 2022 | 3/16/2022 | PBRSU (2022–2024) | 7,441 | $13,394 | 3‑year performance; vest post period per plan |
| YE 2022 | 10/16/2021 | Time‑Based RS | 3,629 | $6,532 | Vests in three annual installments beginning end of grant year |
| YE 2022 | 10/16/2021 | PBRSU (2021–2023) | 7,257 | $13,063 | 3‑year performance; vest post period per plan |
| YE 2022 | 1/1/2018 | Time‑Based RS | 7,500 | $13,500 | Vests in equal annual installments beginning 1/1/2019 |
Alignment Policies:
- Pledging of company stock is prohibited; short sales prohibited; hedging requires CFO pre‑clearance .
- Formal clawback policy adopted in 2023; all awards under the Omnibus Incentive Plan subject to recoupment .
- Company currently does not award stock options; equity awards are RS and PBRSUs .
Employment Terms
- Agreement: Renewed employment agreement effective Dec 31, 2023; title President of NBIC .
- Cash Compensation: Base salary $650,000; annual cash incentive opportunities—threshold $97,500, target $123,500, maximum $260,000 .
- Equity Compensation: Annual time‑based RS award $97,500 (three equal annual installments); annual PBRSU award with threshold $78,000, target $130,000, maximum $312,000, vesting on performance criteria within the executive incentive program .
- Severance (No CIC): Lump‑sum equal to (i) annual base salary at termination and (ii) target annual incentive for year of termination; all unvested time‑based awards vest; performance‑based stock awards forfeited (latest agreement) . Note: The 2024 proxy narrative described performance‑based stock vesting at target upon without‑cause/good‑reason termination; latest proxy clarifies forfeiture absent CIC .
- Severance (Post‑CIC): Receives severance above plus prorated annual incentive based on actual performance; all unvested time‑based awards vest; performance‑based stock awards vest at target level .
- Restrictive Covenants: One‑year post‑employment non‑solicitation, non‑interference, and non‑compete .
- Prior Agreement (2014/2018 NBIC): Earlier terms included salary $850,000 with discretionary and KPI‑linked incentives, 50,000 restricted shares vesting 10,000 annually from 1/1/2019, and 24‑month notice protections; superseded by later company agreements .
Compensation Structure Analysis
- Mix Shift: 2024 compensation redesign lowers base salary (from $950,000 to $650,000) and increases variable equity/cash opportunity, aligning more with performance-based pay per Compensation Committee and independent consultant recommendations .
- LTI Metrics: 2024 PBRSU weighted 50% three‑year adjusted book value per share growth (excluding cumulative dividends and AOCI) and 50% three‑year TSR, directly linking equity realizations to shareholder value and capital efficiency .
- Option Risk: No stock options currently granted, reducing leverage toward near‑term stock price optionality and eliminating option repricing risk .
- Governance Guardrails: Clawback policy in place; pledging prohibited; hedging controlled via pre‑clearance; no tax gross‑ups on perquisites; no acceleration of vesting absent CIC per governance summary .
Multi‑Year Compensation (SCT Components)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $950,000 | $950,000 | $650,000 |
| Stock Awards (grant‑date fair value) | $175,000 | $550,000 | $227,500 |
| Non‑Equity Incentive Plan Compensation | $33,340 | $153,750 | $247,390 |
| All Other Compensation | $16,204 | $20,545 | $62,914 |
| Total | $1,174,544 | $1,674,295 | $1,187,804 |
Performance & Track Record
- Tenure & Experience: President of NBIC since 2018 with prior senior roles at NBIC and leadership positions at Tower Group, OneBeacon, and MetLife Auto & Home, bringing over 25 years of P&C experience .
- Company Performance Context: Value of a hypothetical $100 investment was $64.36 (2023), $17.77 (2022), $58.05 (2021); net income was $45.3 million in 2023 following losses in 2022 and 2021, providing backdrop for incentive outcomes .
Board Governance and Compensation Committee Context
- Independent Consultant: Pay Governance advised the Compensation Committee in 2023, prompting the shift to more balanced/more at‑risk compensation and renewal terms across NEOs .
- Governance Framework: High independence, performance‑based incentives, no tax gross‑ups, and no liberal CIC definitions; committees entirely independent .
Employment Terms (Change‑of‑Control Economics Summary)
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Covenants |
|---|---|---|---|---|
| Termination without cause / good reason (No CIC) | Base salary + target annual incentive (lump‑sum) | Annual incentive per terms; actual payout reflected separately | Time‑based RS vest; PBRSU forfeited per latest agreement | 1‑year non‑solicit, non‑interference, non‑compete |
| Termination without cause / good reason (Post‑CIC) | Base salary + target annual incentive (lump‑sum) | Additional prorated annual incentive based on actual performance | Time‑based RS vest; PBRSU vest at target | 1‑year non‑solicit, non‑interference, non‑compete |
Risk Indicators & Red Flags
- Pledging/Hedging: Pledging and short sales prohibited; hedging permitted only with CFO pre‑clearance—reduces misalignment and speculative risk .
- Clawback: Formal clawback policy adopted in 2023 per SEC/NYSE rules—a positive safeguard for pay‑for‑performance .
- Options: No stock options—removes repricing risk .
- Say‑on‑Pay/Peer Group: Specific say‑on‑pay outcomes and detailed compensation peer group composition not disclosed in retrieved sections; committee uses market benchmarking and an independent consultant .
Investment Implications
- Alignment: The 2024 redesign meaningfully increases at‑risk compensation and ties LTI to ABVPS growth and TSR, improving alignment with shareholder outcomes while maintaining guardrails via clawback and anti‑pledging policy .
- Retention: Severance provides base+target bonus with equity vesting mechanics; 1‑year restrictive covenants protect against immediate competition; post‑CIC treatment vests PBRSU at target, lowering uncertainty risk for retention through transactions .
- Selling Pressure: Time‑based RS tranches on Dec 15 each year and PBRSU settlements after performance periods (2025/2026) create predictable potential supply; pledging ban mitigates forced selling risk; absence of options reduces early‑exercise dynamics .
- Ownership: Beneficial ownership remains <1%, though unvested equity and performance awards create medium-term alignment; increases from 59,133 (2021) to 276,134 (2025) indicate growing stake correlated with equity award program .
- Execution Risk: Incentive metrics emphasize book value growth and TSR; sustained improvements in underwriting profitability and capital efficiency will be critical for PBRSU realization and cash incentive payouts .