Cindy Launer
About Cindy Launer
Cindy L. Launer is President and Chief Executive Officer of NI Holdings, Inc. (appointed October 10, 2025) and a continuing board member; she previously served as Interim CEO from August 18, 2024 to November 30, 2024 and has been a director since November 2019 . She is age 54 (as of October 2025), with prior senior roles at AIG (including COO of AIG Commercial Insurance), and earlier finance/audit roles at MetLife and Deloitte; she holds B.S. degrees in Finance & Marketing (Florida Southern College) and Accounting (International College) . Company performance context: in 2024, NI Holdings reported GAAP net loss of $6.1 million, adjusted book value per share of $12.80, and a cumulative TSR value of $91.28 (on a $100 base at 12/31/2019) per the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American International Group (AIG) | Various roles incl. FP&A, capital projects, financial communications, Chief of Staff to CEO; ultimately COO of AIG Commercial Insurance | 2007–2018 | Senior operating/finance leadership at a global insurer |
| MetLife | Audit, finance, investor relations, Chief of Staff roles | Prior to 2007 | Public company finance and IR experience |
| Deloitte & Touche LLP | Audit | Prior to MetLife | Foundational audit and controls background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NI Holdings, Inc. | Director | Since Nov 2019 | Chair, Compensation Committee; Audit Committee member/financial expert (paused during interim CEO service, reinstated after 12/1/2024) |
| Nodak Insurance Company; American West Insurance Company | Director | Not specified | Subsidiary boards |
Fixed Compensation
| Component ($) | 2024 | Notes |
|---|---|---|
| Salary | 355,730 | Paid for Interim CEO service (Aug 18–Nov 30, 2024) |
| Director fees (cash) | 53,085 | No director pay during interim CEO service; resumed outside of that period |
| Director equity (RSUs grant-date fair value) | 52,020 | 3,400 RSUs granted 5/22/2024; vests at 2025 Annual Meeting |
| All other compensation | 105,105 | Director compensation classified here in SCT; interim CEO comp shown in director table All Other Compensation ($355,043) |
| Total | 460,148 | As reported in SCT |
Performance Compensation
- Annual STIP participation: Ms. Launer did not participate in the 2024 STIP under her interim CEO arrangement .
- Company STIP design (context): weighted to statutory combined ratio and direct written premium growth, with individual goals; 2024 payouts to participating NEOs were 161% of target after Committee adjustments to exclude non-standard auto segment results .
| 2024 STIP Metric (company-level) | Weight | Threshold | Target | Stretch | Actual | Payout result |
|---|---|---|---|---|---|---|
| Combined ratio (statutory) | 40% | 99.9% | 96.0% | 92.0% | 89.4% (98.5% unadjusted) | Stretch |
| Direct written premium growth | 40% | 4.0% | 8.0% | 12.0% | 8.8% (3.4% unadjusted) | Above Target |
| Individual/department goals | 20% | — | Target | — | Target for participating NEOs | Target |
Long-term incentives (LTI) program design:
- Annual equity mix: 50% RSUs (time-based, vest 1/3 annually over 3 years) and 50% PSUs (3-year performance period) .
- PSU metric: 3-year average Adjusted ROE with annual goals; 2024–2026 thresholds/targets/stretch disclosed below .
- PSU 2022 grant (book value per share growth) paid 0% at vest due to under-threshold performance .
| PSU Performance Window | Threshold Adj. ROE | Target Adj. ROE | Stretch Adj. ROE |
|---|---|---|---|
| 2024 | 4.0% | 7.0% | 10.0% |
| 2025 | 4.5% | 7.5% | 10.5% |
| 2026 | 5.0% | 8.0% | 11.0% |
Options: The company did not grant stock options in 2024 and does not plan to use options/SARs currently .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | “—” for Ms. Launer as of 3/31/2025 record date (excludes 3,400 RSUs that vest 5/20/2025 but were elected for deferral) . |
| Outstanding unvested awards (12/31/2024) | 3,400 RSUs (grant 5/22/2024), market value $53,380 at $15.70 close . |
| Vested in 2024 | 3,800 RSUs vested; Ms. Launer elected to defer receipt of shares . |
| Ownership guidelines | CEO: 3x base salary; non-employee director: 3x cash retainer; 5 years to comply; hold 100% of net shares until met . |
| Hedging/pledging | Prohibited for directors and executive officers (anti-pledging/anti-hedging) . |
Implications: deferral elections can delay supply of shares into the market (lower near-term selling pressure); anti-pledging reduces collateral-driven sale risk .
Employment Terms
- Interim CEO compensation: $100,000 per month; served Aug 18–Nov 30, 2024; not eligible for 2024 STIP under that arrangement .
- CEO appointment (permanent): Appointed President & CEO on Oct 10, 2025; Board stated compensation to be determined and to be disclosed in a subsequent 8-K amendment; she continues as a director but will not receive additional director compensation while serving as CEO .
- Employment agreement/severance: No specific employment agreement or severance/change-in-control terms disclosed for Ms. Launer in the 2025 proxy or the Oct 10, 2025 8-K; company-wide clawback policy applies to executive incentive pay .
Company policy context (applies broadly to executives):
- Double-trigger change-in-control for equity; acceleration terms for RSUs/PSUs detailed in proxy; clawback policy adopted Oct 2, 2023 under Exchange Act Section 10D .
Board Governance
- Board service and committee roles: Director since Nov 2019; Chair of Compensation Committee; Audit Committee member and “financial expert.” During her Interim CEO service in 2024, she did not serve on Compensation or Audit; after Dec 1, 2024 she returned to those roles .
- Independence: The Board determined Ms. Launer was independent after completing Interim CEO duties (per 2025 proxy); committees require independence under Nasdaq rules .
- Dual-role implications: On Oct 10, 2025 she became CEO while remaining a director; Board Chair is an independent director (Eric K. Aasmundstad), and the company retains a separated Chair/CEO structure .
- Board/committee attendance: In 2024, directors attended at least 98% of meetings of the Board and committees on which they served .
Director Compensation (context for 2024 while not executive)
| Component | 2024 |
|---|---|
| Fees earned (cash) | 53,085 |
| Stock awards (RSUs) | 52,020 |
| All other comp (interim CEO comp reflected here in director table) | 355,043 |
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory vote on NEO compensation | 18,127,743 | 402,553 | 183,136 | 876,915 |
Compensation Structure Analysis
- Pay-for-performance architecture: Balanced mix of base salary, annual cash incentives (combined ratio/premium growth), and multi-year equity (RSUs/PSUs on adjusted ROE) with clawback and ownership guidelines; no excise tax gross-ups; no option repricing allowed .
- Use of discretion: 2024 STIP outcomes benefitted from Committee adjustments excluding non-standard auto segment results, which boosted combined ratio and premium growth for payout purposes—an item for investors to monitor in future cycles .
- Shift in equity design: Current plan emphasizes RSUs/PSUs; company does not grant options (lower upside convexity vs options, potentially de-risking executive compensation) .
- PSU rigor: 2022 PSU tranche paid zero (below threshold), signaling tighter performance hurdles and alignment with shareholder outcomes .
Performance & Track Record (company context during/around her leadership windows)
- 2024 outcomes: GAAP net loss $(6.06) million; adjusted BVPS $12.80; cumulative TSR value $91.28 vs 2019 baseline, with PSU 2022 grant vesting at 0% .
- Leadership stability: Board executed multiple CEO transitions (Aug 2024 interim appointment; Dec 1, 2024 permanent CEO; Oct 10, 2025 leadership change appointing Ms. Launer), with clear disclosures and committee oversight .
Equity Vesting Schedules and Potential Selling Pressure
- Director RSUs typically vest at the next annual meeting; Ms. Launer’s 2024 director RSUs (3,400) vest at the May 20, 2025 meeting, with deferred receipt elected (reduces immediate flow into the market) .
- Executive RSUs (when applicable) vest one-third annually over three years; PSUs cliff-vest at end of 3-year performance period, subject to performance .
Compensation Peer Group (benchmarking)
The Compensation Committee uses a peer set of publicly traded insurers for market data (reviewed with Meridian); peer composition updated to reflect market changes (e.g., removal of a bankrupt peer; addition of Skyward Specialty) .
Risk Indicators & Red Flags
- Discretionary metric adjustments in 2024 STIP (accretive to payouts) warrant monitoring of future target-setting rigor and consistency .
- Anti-pledging/anti-hedging and clawback policies mitigate alignment and misconduct risks; no option repricing permitted .
- Say-on-pay support strong in 2025 by vote counts, indicating general investor acceptance of the program design .
Investment Implications
- Alignment: Ownership guidelines, clawback, anti-pledging, three-year PSU design, and a history of zero payout on underperformance align pay with outcomes; deferral elections reduce near-term selling pressure .
- Governance: As CEO and director (but not Chair), dual-role risks are mitigated by an independent Chair and fully independent key committees; ensure Ms. Launer is not seated on Comp/Audit while serving as CEO in future disclosures .
- Execution signals: 2024 STIP discretion and transitions in top leadership increase execution-risk optics; monitor forthcoming 8-K/Proxy detailing Ms. Launer’s permanent CEO compensation structure (targets, PSU metrics/weighting) and whether metric rigor is maintained without favorable adjustments .
- Shareholder sentiment: Strong 2025 say-on-pay vote counts and governance disclosures support stability, but investors should track whether improved underwriting (combined ratio) and growth metrics translate into sustained GAAP profitability and PSU vesting above threshold in the 2024–2026 cycle .