Carol R. Kaufman
INSPERITYAbout Carol R. Kaufman
Independent director at Insperity (NSP), age 75, serving since 2013. She chairs the Nominating & Corporate Governance Committee and is a member of the Compensation Committee, with deep experience in corporate governance, risk management, executive compensation, and employee benefits. Kaufman earned a B.S. in Mathematics from Boston University (1971) and previously held senior governance and administrative roles at The Cooper Companies (NYSE: COO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cooper Companies, Inc. (NYSE: COO) | EVP, Secretary, Chief Administrative Officer, Chief Governance Officer | Jul 2011 – Apr 2018 | Led governance, risk, comp/benefits; executive leadership |
| The Cooper Companies, Inc. | VP Legal Affairs; SVP | VP Legal Mar 1996; SVP Oct 2004 | Legal, governance responsibilities |
| Cooper Development Company | VP, Secretary, Chief Administrative Officer | Jan 1989 – Sep 1995 | Corporate administration |
| Cooper Laboratories, Inc. | Financial roles incl. Deputy Corporate Controller | Began 1971 | Finance and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chindex, Inc. (former Nasdaq-listed) | Director; Audit & Compensation committees; Chair of Nominating/Governance; member Special Transaction Committee | Nov 2000 – Sep 2014 | Served through sale to TPG in 2014 |
| FM Global (advisory board) | Western Region Advisory Board Member | Not disclosed | Property insurance advisory |
| Boston University | University Advisory Board | Not disclosed | Academic advisory |
| University of St. Andrews American Foundation | Board Member | Not disclosed | Academic foundation |
No current public company directorships were disclosed for Kaufman beyond prior service at Chindex .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Committee activity: Nominating & Governance met 4 times in 2024 (members: Kaufman—Chair, Clifford); Compensation met 5 times in 2024 (members: Clifford—Chair, Kaufman, Mehl, Wilmington) .
- Independence: Board determined all directors are independent except the CEO (Sarvadi) and former president (Rawson); Kaufman is independent .
- Attendance: Board met six times in 2024; all directors participated in at least 75% of meetings of the Board and their committees; all ten then-current directors attended the 2024 annual meeting .
- Lead Independent Director: Timothy T. Clifford (not Kaufman) .
- Governance policies: Prohibitions on hedging and significant pledging for directors; only Sarvadi and Rawson have approved, limited pledges; no pledging noted for Kaufman .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $85,000 | Standard non-employee director cash retainer |
| Committee membership fees | Compensation $10,000; Nominating & Governance $5,000 | Applies per committee; Kaufman serves on both |
| Committee chair fee | Nominating & Governance Chair: $15,000 | Kaufman is chair |
| Lead independent director / CEC liaison | N/A for Kaufman | Roles carry $42,500 and $35,000 respectively; not her roles |
| 2024 Fees Earned/Paid in Cash (actual) | $113,750 | Reported total cash received in 2024 |
Directors can elect to receive cash compensation in cash or company stock at their option .
Performance Compensation
| Equity Grant | Structure | 2024 Grant Value (USD) | Vesting/Conditions |
|---|---|---|---|
| Annual director stock award | Unrestricted common shares | $188,472 recognized (company-wide grant value reference: $190,000) | Granted at annual meeting; unrestricted; rounded to whole shares |
Note: The plan amendment submitted for 2025 adds a minimum one-year vesting for future non-employee director awards, with limited exceptions and accommodation for vesting at the next annual meeting ≥50 weeks later .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; Kaufman and other members were not officers/employees; no reciprocal interlocks disclosed |
| Shared boards with competitors/customers/suppliers | None disclosed involving Kaufman |
Expertise & Qualifications
- Core skills: Corporate governance, risk oversight, executive compensation, employee benefits .
- Education: B.S. Mathematics, Boston University, 1971 .
- Board qualification: Extensive senior governance/administrative experience in a global medical device company; prior public board and committee leadership .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 39,389 | Apr 4, 2025 | Less than 1% of shares outstanding |
| Ownership % | <1% | Apr 4, 2025 | Company total shares outstanding: 37,624,833 |
| Unvested RSUs (director) | — (none) | Apr 4, 2025 | Non-employee directors had no unvested RSUs |
| Hedging/Pledging | Prohibited; no pledging disclosed for Kaufman | Policy as of Apr 4, 2025 | Board approves only non-significant pledges; none noted for Kaufman |
| Stock ownership guideline | 5× annual cash retainer for non-employee directors; compliance monitored annually | Ongoing | Directors are in compliance or expected to be within the required period |
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Governance; active engagement via committee meetings; robust governance policies (anti-hedging/pledging, clawback), independent comp consultant, and clear stock ownership guidelines .
- Alignment: Meaningful share ownership; annual equity grants; director ownership guidelines (5× retainer) drive alignment; directors can take fees in stock; no director options .
- Conflicts/Related-party exposure: None disclosed for Kaufman; related-party transactions disclosed involve other directors/officers (PEO client fees for entities related to Clifford, Rawson, Sarvadi; book licensing with Sarvadi/Jones; aircraft charter related to Sarvadi) .
- RED FLAGS: None identified specific to Kaufman. Broader watch items: approved pledging by CEO and former president (limited and deemed non-significant) .
- Shareholder sentiment: Say-on-pay approval exceeded 98% at 2024 meeting, indicating broad support for compensation governance framework .