Christian P. Callens
INSPERITYAbout Christian P. Callens
Christian P. Callens is Senior Vice President of Legal, General Counsel & Secretary at Insperity (NSP), serving in this role since January 2024; he joined Insperity in January 2014 and previously led the Transactions & Corporate Law practice group as Managing Counsel and Assistant Secretary, and later served as Deputy General Counsel, Managing Counsel & Assistant Secretary . He is 53 years old as of February 3, 2025, holds a B.A. from The University of Texas at Austin and a J.D. from Tulane University Law School, where he was senior managing editor of the Tulane Law Review and a member of the Order of the Coif . Company performance context during 2024 included adjusted EBITDA of $270 million, net income of $91 million, and pay-versus-performance TSR of 101.83 versus peer TSR of 143.93; STIP actuals used for bonuses were Adjusted EBITDAIC of $345.5 million, WSEEs growth of 1.4%, WX employee growth of 14.6%, and Workday strategy achievement of 27 points .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insperity | Managing Counsel & Assistant Secretary | Jan 2014–Oct 2022 | Led Transactions & Corporate Law practice group |
| Insperity | Deputy General Counsel, Managing Counsel & Assistant Secretary | Oct 2022–Dec 2023 | Oversaw corporate legal matters; corporate secretary workflow evidenced by 8-K signings |
| Insperity | Senior Vice President of Legal, General Counsel & Secretary | Jan 2024–present | Chief legal and governance officer; signs SEC filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Counsel, Corporate Practice | Not disclosed | Large-cap transactions exposure and corporate advisory |
| Privately-held technology company | Executive position | Not disclosed | Operational and leadership experience |
| U.S. Court of Appeals, Fifth Circuit | Law Clerk to Hon. John Minor Wisdom | Not disclosed | Appellate research and judicial insight |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2024 | 440,000 | 100% | 66,649 | 1,731,732 |
Notes:
- All Other Compensation included 401(k) match ($20,700) and perquisites (e.g., executive wellness, Chairman’s Trip travel taxes of $5,106) .
Performance Compensation
2024 Short-Term Incentive Program (STIP) – Design and Results
| Metric | Weighting (%) | Target | Actual | Performance Modifier | Contribution to Bonus ($) |
|---|---|---|---|---|---|
| Adjusted EBITDAIC | 30 | $338.6 mm | $345.5 mm | 119% | 154,436 |
| PWEE Growth | 30 | 2.5% | 1.4% | 43% | 55,805 |
| WX Employee Growth | 10 | 21% | 14.6% | 29% | 12,545 |
| Workday Partnership Strategy | 30 | 24 points | 27 points | 125% | 162,223 |
Total STIP bonus payout: $385,009 (89% of target) .
STIP design details:
- Threshold/Target/Maximum payouts set at 25%/100%/200% of target .
- 2024 metrics: 30% Adjusted EBITDAIC, 30% PWEE growth (WSEEs), 10% WX employee growth, 30% Workday partnership execution .
- Adjusted EBITDAIC excludes stock-based/incentive compensation, certain SaaS implementation costs, and pre-identified Workday costs for 2024 .
2024 Long-Term Incentive (LTI) Awards
| Component | LTI Mix Weighting (%) | Shares Granted (Target) | Threshold/Target/Maximum (PSUs) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 55 | 4,660 | — | 467,351 | 3-year ratable; dividend equivalents; double-trigger CIC |
| Performance Shares (LTIP) | 45 | 3,815 | 1,908 / 3,815 / 7,630 | 372,723 | 2024–2026; metrics below |
LTIP performance metrics (2024 grants):
- Adjusted EBITDA: 75% weighting; three one-year periods within 2024–2026; adjusted for defined items .
- Relative TSR: 25% weighting versus a designated peer group; capped at 100% if absolute TSR is negative .
Equity Ownership & Alignment
| Item | Amount | Valuation/Notes |
|---|---|---|
| Unvested RSUs (#) | 6,319 | Market value $489,786 (at $77.51 closing price on 12/31/2024) |
| Unearned Performance Shares (#) | 4,210 | Market/payout value $326,317 (at $77.51) |
| Shares vested in 2024 (RSUs) (#) | 1,624 | Value realized $158,098 |
| Scheduled RSU vesting | 2,679 on Feb 28, 2025; 2,044 on Feb 28, 2026; 1,596 on Feb 28, 2027 | Subject to continued employment or qualified retirement policy |
| Unvested RSUs listed (beneficial ownership table excerpt) | 9,956 (Callens) | Proxy table excerpt notes unvested RSUs for certain individuals |
| Options outstanding | None (no SARs or options granted in 2024) | — |
| Hedging/Pledging | Company prohibits hedging; pledging prohibited unless deemed not significant by Board; CEO/Rawson pledges approved as not significant; no pledges disclosed for Callens | |
| Ownership guidelines | Other executive officers must hold 3x or 1.5x base salary depending on tier; compliance monitored with 5-year window; executives in compliance or expected to be |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None; at-will employment |
| Severance Plan (no CIC) | Cash severance equal to 18 months of base salary paid in installments; Callens: $660,000 |
| Severance (CIC + qualifying termination) | Lump-sum of 24 months base salary plus target annual bonus; Callens total cash: $1,760,000; STIP target: $440,000 |
| Equity upon CIC | Double-trigger; acceleration only upon qualifying termination after CIC |
| Non-compete | 18 months for non-CEO NEOs |
| Non-solicitation | 24 months for customers and employees |
| Continued health benefits (illustrative) | $30,891 (termination not for cause); $41,188 (CIC termination) for Callens |
| Potential payments (illustrative at 12/31/2024) | Termination not for cause: $1,130,891; Death/Disability: $581,482; CIC qualifying termination: $2,617,269 (includes RSUs $489,786; LTIP $326,295) |
Compensation Structure Analysis
- Pay mix and LTI: Callens’ 2024 compensation emphasized at-risk pay with RSUs (55% of LTI mix) and PSUs (45%); RSUs vest over three years, PSUs tied to multi-year Adjusted EBITDA (75%) and RTSR (25%) .
- STIP alignment: 2024 cash bonus paid at 89% of target ($385,009) reflecting above-target Adjusted EBITDAIC and Workday strategy execution but below-target growth metrics .
- Governance safeguards: Double-trigger CIC, clawback policy per NYSE standards, prohibition on hedging and significant pledging, and no options granted in 2024 reduce misalignment and selling pressure risk .
- Peer benchmarking: Compensation Committee uses FW Cook and a defined peer set (PEO services, IT services/consulting, and HR services) to calibrate awards; NEO LTI targets increased in 2024 to position near market median (Callens promoted and included in 2024 grants) .
Performance & Track Record
- 2024 company outcomes tied to incentives: Adjusted EBITDAIC exceeded target ($345.5mm vs $338.6mm), Workday initiative scored 27 points (between target and stretch), while WSEEs and WX employee growth were below targets; these drove Callens’ STIP components and payout .
- Longer-term LTIP context: Prior 2022 LTIP cycle delivered 200% vesting in 2022 EBITDA but 0% in 2023–2024 EBITDA and RTSR (16th percentile), underscoring stricter performance realization on PSUs .
- Governance/Legal execution: As Corporate Secretary/GC, Callens signed multiple 8‑Ks covering consulting agreements and earnings releases, evidencing continuity in legal oversight .
Compensation Peer Group (Benchmarking)
- Peer groups span PEOs (ADP, PAYX, TNET), IT services/consulting (e.g., BR, CACI, FCN, G, ICFI, KBR, MMS, SAIC), and pro/outsourced HR (e.g., ALIT, ASGN, KELYA, KFRC, KFY, MAN, RHI) used for external market assessment .
- Pay-versus-performance TSR comparator for disclosure uses S&P 1500 Composite Human Resource & Employment Services Index .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support exceeded 98%, indicating strong shareholder alignment with executive compensation design .
- Company maintains annual say‑on‑pay frequency per shareholder recommendation and emphasizes pay-for-performance design .
Investment Implications
- Alignment: High proportion of at-risk compensation and multi-year performance PSUs (EBITDA/RTSR) tie Callens’ realized pay to value creation; governance policies (clawback, double-trigger CIC, hedging/pledging limits) mitigate misalignment and selling-pressure risks .
- Retention and incentives: Three-year RSU vesting cadence with scheduled vesting through 2027 and severance protections (18 months; 24 months + target bonus under CIC) reduce near-term attrition risk, especially amid Workday initiative execution .
- Performance sensitivity: 2024 bonus outcomes show sensitivity to profitability and strategic milestones versus weaker volume growth; PSU realization historically volatile (e.g., 2022–2024 cycle) implies future realized equity is contingent on delivering multi-year EBITDA growth and competitive TSR .
- Trading signals: No options outstanding and no pledging disclosed for Callens limit forced selling and optionality-driven timing; ongoing vesting and dividend equivalents could create periodic sell-to-cover flows but do not indicate elevated selling pressure absent Form 4 activity .