Matthew Maki
About Matthew Maki
Matthew J. Maki is Executive Vice President, Treasurer and Chief Financial Officer of NI Holdings (NODK). He was appointed full-time CFO effective March 1, 2025, after serving as Interim CFO beginning December 1, 2024; age 38 as of May 20, 2025, with a BBA from the University of Wisconsin–Eau Claire and is a Certified Public Accountant . Performance alignment for his compensation relies on statutory combined ratio and direct written premium growth in the annual STIP, and adjusted return on equity in PSUs; the proxy also discloses relationships of compensation actually paid to net income, adjusted book value per share, and TSR versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NI Holdings | EVP, Treasurer & CFO | Mar 1, 2025–present | Principal Financial & Accounting Officer; executive IR contact . |
| NI Holdings | Interim CFO | Dec 1, 2024–Feb 28, 2025 | Stabilized finance during CEO transition; interim compensation partly in RSUs . |
| NI Holdings | VP, Financial Planning & Analysis | Sep 2020–Nov 2024 | Led FP&A; internal performance planning . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RAM Mutual Insurance Company | VP of Accounting & Treasurer | Aug 2019–Aug/Sept 2020 | Treasury and accounting leadership at regional insurer . |
| Travelers Companies, Inc. | Finance roles | Prior to 2019 | Financial management experience at major P&C carrier . |
| Ernst & Young | Auditor | Early career | Audit foundation, controls and reporting discipline . |
Fixed Compensation
| Item | 2024 | 2025 CFO Terms (effective 3/1/25) |
|---|---|---|
| Annual base salary ($) | $321,466 (earned); base set at $320,000 for 2024 | $435,000 |
| Target bonus (%) | 40% of base (STIP target) | 50% of base; payout schedule 25% threshold / 50% target / 100% stretch |
| Actual STIP paid ($) | $206,767 | N/A (post-appointment terms disclosed for 2025) |
| Interim CFO cash add-on | $10,000/month cash for Dec 2024–Feb 2025 (40% of $25k/month interim package) | N/A |
| One-time cash bonus ($) | None disclosed for Maki in 2024 | $25,000 upon CFO appointment |
Performance Compensation
| Metric | Weighting | Threshold | Target | Stretch | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Statutory combined ratio | 40.0% | 99.9% | 96.0% | 92.0% | 89.4% after Committee adjustment (unadjusted 98.5%) | Stretch |
| Direct written premium growth | 40.0% | 4.0% | 8.0% | 12.0% | 8.8% after Committee adjustment (unadjusted 3.4%) | Above Target |
| Individual/departmental goals | 20.0% | — | — | — | Target for Maki | Target |
| Total STIP for Maki (as % of base) | — | 20% | 40% | 80% | 64.3% of base | 161% of target |
The Committee excluded the non-standard auto segment from 2024 STIP calculations due to extraordinary actions, which raised combined ratio and premium growth outcomes and payouts .
2024 Equity Grants (RSUs and PSUs)
| Grant Type | Grant Date | Shares (#) | Grant-date Fair Value ($) |
|---|---|---|---|
| PSU (target) | 3/1/2024 | 4,200 | $59,598 |
| RSU | 3/1/2024 | 4,200 | $59,598 |
| RSU (interim CFO award) | 12/1/2024 | 929 | $14,994 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 8,329 |
| Shares outstanding | 20,698,574 (record date basis) |
| Ownership % | ~0.04% (8,329 / 20,698,574) |
| Unvested RSUs | 640 (3/1/2021); 1,320 (3/1/2022); 2,480 (3/1/2023); 4,200 (3/1/2024); 929 (12/1/2024) |
| Unvested PSUs (target) | 4,600 (3/1/2023); 4,200 (3/1/2024) |
| Market value of unvested RSUs | $10,048; $20,724; $38,936; $65,940; $14,585 respectively (at $15.70 close) |
| Market value of unearned PSUs | $0 reported for 2023 PSU as of 12/31/24 (threshold not estimated to be met); 2024 PSU value shown at $42,139 |
| Shares vested in 2024 | 1,380 RSUs; $19,582 value |
| Hedging/pledging | Prohibited for executives; policy forbids pledging and hedging; no pledges disclosed . |
| Ownership guidelines | CFO required to hold 2x base salary; five years from permanent appointment (to March 1, 2030) . |
Vesting Schedules
- RSUs:
- 3/1/2021 and 3/1/2022 grants vest in five equal annual installments through 3/1/2026 and 3/1/2027, respectively .
- 3/1/2023 grant vests in five equal annual installments through 3/1/2028 .
- 3/1/2024 grant vests in three equal annual installments through 3/1/2027 .
- 12/1/2024 RSU (CFO appointment grant) has a three-year vest term .
- PSUs:
- 3/1/2023 PSU vests at the end of the performance period (12/31/2025), subject to goals; reported at zero market value as of 12/31/24 (below threshold) .
- 3/1/2024 PSU vests based on a 3-year average of adjusted ROE (2024–2026) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | One-year term, automatically extends daily unless either party gives notice; entered with NI Holdings and Nodak Insurance Company . |
| Severance (without Cause / Good Reason) | Lump sum equal to (base salary + target STIP for year of termination) × (months remaining in term ÷ 12); continued health benefits for remaining term; release required . |
| Change-in-control | Company policy uses double trigger; no excise tax gross-ups . |
| Clawback | Clawback for bonuses/incentives based on materially inaccurate results (24-month window), plus SEC 10D-compliant Incentive Compensation Recovery Policy adopted Oct 2, 2023 . |
| Non-compete / non-solicit | Not disclosed in proxy for Maki . |
| Insider trading | Anti-hedging and anti-pledging; robust guidelines and holding requirements . |
Potential Payments (as if termination at last business day of 2024)
| Scenario | Cash Severance ($) | Benefits ($) | Deferred Comp ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination without Cause / role elimination | — | — | $5,557 | $149,296 | $154,853 |
| Voluntary termination for Good Reason | — | — | $5,557 | — | $5,557 |
| Post-change-in-control (without Cause or for Good Reason) | — | — | $5,557 | $288,393 | $293,950 |
| Disability | — | — | — | $218,266 | $218,266 |
| Death | — | — | — | $288,393 | $288,393 |
Note: As of 12/31/2024, Maki’s CFO agreement terms (and associated cash severance) were not yet in effect; the proxy’s scenario analysis reflects his status then .
Compensation Structure Analysis
- Mix and metrics: Fixed base with STIP tied to combined ratio and premium growth (40%/40%), plus 20% individual goals; long-term equity split 50% RSUs / 50% PSUs on adjusted ROE—a balanced cash/equity, short-/long-term mix aligned to underwriting quality and profitable growth .
- Discretion applied: Committee excluded non-standard auto segment performance from STIP, materially improving combined ratio (to 89.4% from 98.5%) and premium growth (to 8.8% from 3.4%), boosting payouts (Maki: 64.3% of base; 161% of target)—a governance flag to monitor for pay-for-performance integrity .
- Equity design: No stock options; RSUs/PSUs only; timing of grants generally March 1 annually—lower risk than options, stronger retention via multi-year vesting .
- Ownership alignment: Mandatory 2× salary stock ownership with five-year compliance window; anti-hedging/anti-pledging policies; clawbacks under SEC 10D and company policy .
Investment Implications
- Alignment and retention: Multi-year RSU/PSU schedules and 2× salary ownership guidelines support alignment; anti-pledging/hedging reduce misalignment risk . The one-year, daily auto-extending employment term plus limited cash severance at 12/31/24 suggests modest immediate severance exposure, with equity acceleration as the primary lever—watch for updates to CFO agreement severance now in effect .
- Pay-for-performance sensitivity: Heavy reliance on combined ratio and premium growth is appropriate in P&C; however, 2024 STIP adjustments materially lifted payouts—investors should monitor future use of discretion and PSUs tied to adjusted ROE through 2026 for true value creation signals .
- Trading signals: Upcoming RSU tranche vesting each March across 2026–2028 and three-year PSUs (2023 and 2024 cycles) may create periodic sell pressure; anti-pledging policy mitigates forced selling risk . Beneficial ownership is de minimis (~0.04%), but growing with RSU settlements; guidelines require building to 2× salary by March 1, 2030 .
- Governance backdrop: Company maintains double-trigger change-in-control, no tax gross-ups, and robust clawback/insider policies, which are shareholder-friendly; equity grants eschew options, aligning with conservative compensation practices .