A. Steve Arizpe
INSPERITYAbout A. Steve Arizpe
A. Steve Arizpe is President & Chief Operating Officer of Insperity (NSP), promoted in May 2019 after serving as EVP of Client Services & COO since August 2003; he joined Insperity in 1989 after sales leadership roles at NCR and Clarke‑American, and holds a Business Management degree from Texas A&M (1979) . He was 66 as of February 1, 2024 and has ~36 years of company tenure; 2024 company performance included adjusted EBITDA of $270M and a 2% YoY decline in average worksite employees (WSEEs), which informed incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insperity | President & Chief Operating Officer | May 2019–present | Leads operations and execution across PEO HR outsourcing and solutions |
| Insperity | EVP Client Services & Chief Operating Officer | Aug 2003–May 2019 | Scaled service delivery; drove client retention and operations |
| Insperity | Houston Sales Manager; Regional Sales Manager; VP of Sales | 1989–2003 | Built sales organization and growth in core markets |
| NCR Corporation | Sales & Sales Management | n/a | Enterprise sales execution experience |
| Clarke‑American | Sales & Sales Management | n/a | SMB sales expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Chapter of NAPEO | Director | n/a | Industry advocacy and standards |
| CultureShapers | Board Member | n/a | Community engagement supporting arts |
| Cynthia Woods Mitchell Pavilion | Board Member | n/a | Regional cultural institution governance |
| Somebody Cares America | Director | n/a | Disaster response and outreach leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $690,000 | $720,000 | $744,000 (↑3.3%) |
- Perquisites in 2024: company vehicle incremental cost $28,485; Chairman’s Trip costs $44,101 with $28,613 associated taxes; 401(k) match $20,700 .
Performance Compensation
2024 Short‑Term Incentive Program (STIP) design and results
| Metric | Weight | Target | Actual | Payout Modifier | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDAIC ($M) | 30% | $338.6 | $345.5 | 119% | EBITDAIC excludes stock/incentive comp, SaaS implementation, Workday costs |
| PWEE Growth (%) | 30% | 2.5% | 1.4% | 43% | Best of CY2024 vs Jan YoY methodology |
| WX Employee Growth (%) | 10% | 21% | 14.6% | 29% | Workforce Acceleration paid employees growth |
| Workday Partnership Strategy (points) | 30% | 24 | 27 | 125% | Execution across 4 initiatives (tech, marketing, sales, onboarding) |
| 2024 STIP Payout Detail (Arizpe) | Amount ($) |
|---|---|
| Target Bonus ($) | $925,385 |
| EBITDAIC Payout | $330,362 |
| PWEE Growth Payout | $119,375 |
| WX Employee Growth Payout | $26,836 |
| Workday Strategy Payout | $347,019 |
| Total Bonus Paid ($) | $823,592 (89.0% of target) |
- 2024 target bonus opportunity: 125% of base salary for President & COO .
- 2023 STIP payout was 18.5% of target (companywide headwinds) .
Long‑Term Incentive (LTI) grants and structure
| 2024 LTI Grants (Grant Date 2/28/2024) | Weight | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 45% | 8,525 | $854,972 |
| Performance Shares (PSUs) under LTIP | 55% | 10,420 target | $1,018,034 |
| Total LTI Grant Date Fair Value | — | — | $1,873,006 |
- RSUs vest ratably over 3 years, accrue dividend equivalents; double‑trigger CIC protection; qualified retirement continuation subject to age/service and non‑compete .
- PSUs metrics: 75% adjusted EBITDA (3 annual tranches 2024–2026), 25% RTSR vs peer group; negative absolute TSR caps RTSR at 100% .
- 2024 LTIP performance (companywide): 2024 EBITDA tranche certified at 130% for 2024 LTIP; 0% for the 2024 tranche of 2023 LTIP; 2022 LTIP paid 50% overall (RTSR 0%) → Arizpe earned 4,726 PSUs on 9,450 target .
Multi‑year compensation (summary)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $744,000 | $1,873,006 | $823,592 | $129,334 | $3,569,932 |
| 2023 | $720,000 | $1,767,801 | $165,835 | $77,605 | $2,731,241 |
| 2022 | $690,000 | $1,742,424 | $1,713,462 | $105,286 | $4,251,172 |
Equity Ownership & Alignment
| Ownership Snapshot (as of record dates) | Shares / Units | Notes |
|---|---|---|
| Beneficial ownership (Apr 4, 2025) | 192,905; includes 109,808 via S.C.A Legacy, Ltd. | <1% of class; RSUs included; no options |
| Unvested RSUs (Apr 4, 2025) | 19,371 | Included in beneficial ownership; no voting rights |
| Beneficial ownership (Apr 4, 2024) | 188,359; includes 109,808 via S.C.A Legacy, Ltd. | <1% of class; RSUs included |
| Unvested RSUs (Apr 4, 2024) | 15,996 | Included in beneficial ownership; no voting rights |
| Outstanding Equity at FY2024 year‑end | Count | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs | 16,420 | $1,272,714 (close $77.51 on 12/31/2024) |
| Unearned PSUs (incl. est. div. equivalents) | 21,637 | $1,677,084 |
| RSU Vesting Schedule | 8,433 (2/28/2025); 5,069 (2/28/2026); 2,918 (2/28/2027) | Date‑specific settlement |
- Stock ownership guidelines: CEO 5× salary; other executives 3× or 1.5× salary by tier; compliance or expected compliance within window .
- Hedging/pledging: Insperity prohibits hedging and significant pledging; pledge approvals noted only for CEO and a director—no pledging disclosed for Arizpe .
Employment Terms
- Employment agreements: None; at‑will .
- Severance plan (participation agreement required): Non‑compete 18 months (non‑CEO), non‑solicit of customers/employees 24 months; general release required; clawback policy compliant with NYSE .
- Equity awards use double‑trigger for CIC (qualifying termination required for acceleration) .
| Potential Payments (as of 12/31/2024) | Retirement | Termination Not For Cause | Death/Disability | Termination Not For Cause or For Good Reason After CIC / CIC Non‑Assumption |
|---|---|---|---|---|
| Cash Severance | — | $1,116,000 | — | $3,348,000 |
| Time‑vested RSUs | $1,272,714 | — | $1,272,714 | $1,272,714 |
| Short‑Term Incentive (pro‑rata/timing per plan) | $823,592 | $930,000 | — | — |
| LTIP (performance/pro‑rata rules) | $918,296 | — | $886,405 | $1,677,049 |
| Continued Health Care Benefits | — | $30,705 | — | $40,941 |
| Total (illustrative) | $3,014,602 | $2,076,705 | $2,159,119 | $6,338,704 |
Compensation Structure Insights
- Cash vs. equity mix: Incentive‑based pay constituted ~82% of NEO target direct compensation (companywide); Arizpe’s 2024 LTI weighting favored PSUs (55%) over RSUs (45%), emphasizing performance .
- Short‑term metrics: 70% tied to growth/profit (EBITDAIC, PWEE, WX growth), 30% to Workday strategic partnership execution—payouts reflected strong program execution and near‑target profitability amid softer unit growth .
- Long‑term metrics: 75% adjusted EBITDA with annual certification; 25% RTSR with downside cap on negative absolute TSR; recent cycles showed mixed EBITDA outcomes and RTSR underperformance (0% RTSR for 2022 LTIP) .
Governance, Policies, and Shareholder Feedback
- Clawback policy (executive officers): Adopted consistent with NYSE; applies to STIP and LTIP .
- Insider trading policy: Trading windows, blackout periods, pre‑clearance, bans on hedging/short sales/derivatives; pledging pre‑approval required and “significant pledging” prohibited .
- Say‑on‑pay approvals: 98% support in 2024; 89% in 2023, signaling strong shareholder endorsement of pay programs .
Investment Implications
- Alignment: High at‑risk pay (125% target bonus; 55% PSUs) and double‑trigger CIC terms enhance alignment and discourage windfalls; no options outstanding reduces risk of repricing .
- Near‑term vesting/selling pressure: RSU tranches (8,433 shares on 2/28/2025; further tranches in 2026–2027) could create periodic liquidity events; PSU settlements depend on performance certification (130% for 2024 EBITDA tranche of 2024 LTIP; 0% for 2024 tranche of 2023 LTIP) .
- Execution risk: STIP growth metrics (PWEE/WX) underperformed targets in 2024 amid client hiring softness (PWEE +1.4%; WX +14.6% vs higher targets), but Workday strategic buildout scored above target (27 points) and EBITDAIC near target supported an 89% payout—suggesting operational resilience with macro sensitivity .
- Red flags: No tax gross‑ups for CIC; no employment agreements; no disclosed pledging for Arizpe; equity awards use double‑trigger—limited governance red flags in disclosed materials .