Dr. Samer Haj-Yehia

About Dr. Samer Haj‑Yehia

Independent director since November 2023; age 55; currently Class II nominee for term through 2028. Former Group Executive Chairman of Bank Leumi (2019–Oct 2023), with prior investment management/trading experience in the US (including Fidelity). Academic roles include teaching finance/fintech at Reichman University; degrees: Ph.D. (MIT); MBA (summa cum laude), LLB, MA (magna cum laude) in economics, BA (magna cum laude) in accounting (Hebrew University); CFA charterholder .

Past Roles

External Roles

Board Governance

• Independence: Board determined Dr. Haj‑Yehia is independent under NYSE rules .
• Committee assignments and expertise:
  • Audit Committee: Chair; Board designated him an “audit committee financial expert” .
  • Compensation Committee: Member .
  • Nominating & Corporate Governance: Not a member .
• Attendance: Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings .
• Executive sessions: Non‑management directors meet at least twice per year; Lead Independent Director (Michael Eisenberg) presides .
• Board structure: Classified into three staggered classes; he is Class II and up for re‑election through the 2028 annual meeting .

Fixed Compensation

Policy detail: Non‑employee directors receive a $20,000 annual cash retainer; additional cash for committee roles (Audit chair $20,000; Audit member $7,500; Compensation chair $10,000; Compensation member $5,000; Nominating chair $7,500; Nominating member $3,500). RSUs: initial $175,000 vest in three equal annual installments; annual RSUs of $150,000 vest on first anniversary; vesting accelerates upon change in control .

Performance Compensation

Company clawback policy applies to incentive‑based compensation for officers under Rule 10D‑1; director equity awards are time‑based and not tied to disclosed performance metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; deep banking, risk, and fintech background .
• Advanced academic credentials (MIT Ph.D.; multiple Hebrew University degrees); CFA .
• Governance competencies: chairs Audit; member Compensation; independence affirmed .

Equity Ownership

Alignment policies:

• Hedging/pledging of Company stock prohibited for directors, officers and employees under Insider Trading Compliance Policy .

Governance Assessment

• Strengths:
  • Independent director with audit chair role and “financial expert” designation—supports robust financial reporting oversight .
  • Attendance threshold met; engaged across 2024 cycle .
  • Director pay structure predominantly equity via RSUs with standard change‑in‑control acceleration; avoids complex option repricing or aggressive cash incentives .
  • No related‑party transactions disclosed involving Dr. Haj‑Yehia; related person transactions are reviewed/approved under a formal Audit Committee policy .
  • Company policies prohibit hedging/pledging; clawback adopted for erroneous incentive pay recovery (officers) .
• Watch items / potential investor signals:
  • Small ownership stake (<1%); while typical for non‑employee directors, alignment may rely on ongoing RSU grants rather than significant personal holdings .
  • Classified board structure can limit shareholder influence on board refresh; though common in insurance, it may be viewed as entrenchment risk by some investors .
  • Significant external time commitments historically (academic/industry speaking) noted—monitor continued board engagement and audit chair workload given LMND’s growth and reinsurance complexities .

Compensation Committee Analysis

• Composition: Michael Eisenberg (Chair), Dr. Samer Haj‑Yehia, Maria Angelidis‑Smith—each independent and non‑employee .
• Consultant: Aon Human Capital Solutions engaged; Committee determined no conflicts; advises on executive and director compensation benchmarking .
• Interlocks: None; no LMND executive served on another public company’s compensation committee with reciprocal ties in 2024 .
• Say‑on‑Pay: 2024 approval ~87.5% “For,” improved from 2023—suggests shareholder acceptance of pay design trend .

Related Party Transactions (Conflict Checks)

• Audit Committee reviews/approves related person transactions under formal policy; no director may participate in a transaction where they are the related person .
• Disclosed transactions largely pertain to investor registration rights (e.g., SoftBank) and the Lemonade Foundation (CEO/President act as its board members); no items involve Dr. Haj‑Yehia .

RED FLAGS

• None specific to Dr. Haj‑Yehia in filings: no related‑party transactions, no hedging/pledging, no Section 16(a) delinquencies cited for him (late filings noted for two LMND officers only) .
• Structural red flag consideration: classified board persists .

Summary Tables

Committee assignments and roles

Director compensation trend

Unvested director stock awards (year‑end)

Beneficial ownership snapshot