Ellen H. Masterson
INSPERITYAbout Ellen H. Masterson
Independent director of Insperity, Inc. since 2017; age 74; currently Chair of the Finance, Risk Management and Audit Committee and designated as an audit committee financial expert. Former PwC partner (1985–1997; 1999–2008) with senior global leadership roles, and former CFO of American General Corporation (1997–1999), bringing deep audit, financial reporting, M&A, and governance experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; senior leadership with international responsibilities | 1985–1997; 1999–2008 | Specialized in audits for financial services and public companies; focus on M&A; senior roles across PwC global network |
| American General Corporation | Senior Vice President, Chief Financial Officer | 1997–1999 | Public-company CFO experience; subsequent acquisition by AIG |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Westwood Holdings Group (NYSE: WHG) | Independent Director | 2014 | Audit Chair; Nominating & Governance; Compensation |
| Westwood Trust | Director | 2014 | Audit Chair |
| The Doctors Company | Board of Governors | 2018 | Audit Chair; Finance Committee |
| Non-profit/charitable boards | Director/Trustee | Since 1982 | Various (not individually enumerated) |
Board Governance
- Committee assignments: Chair, Finance, Risk Management and Audit Committee (FRMA); Audit committee financial expert designation. FRMA met nine times in 2024; members are all audit committee financial experts; FRMA oversees financial reporting integrity, internal controls, auditor independence/performance, compliance, and risk (including cybersecurity, data privacy, environmental/climate, health/safety, social/governance) and CSR report process .
- Independence: Board determined in Feb 2025 that all directors except CEO Paul Sarvadi and former President Richard Rawson are independent; Masterson is independent .
- Attendance/engagement: Board met six times in 2024; all directors participated in at least 75% of Board and committee meetings for which they were members; all ten then-current directors attended the 2024 Annual Meeting of Stockholders .
- Executive sessions and lead independent director structure (timely executive sessions, agenda-setting, liaison duties) strengthen oversight environment in which FRMA operates .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual retainer (cash or stock at director’s option) | $85,000 | Non-employee directors may elect cash or stock; reimbursed reasonable expenses |
| FRMA Committee member retainer | $15,000 | For committee membership |
| FRMA Committee chair fee | $25,000 | Chair premium |
| Total fees earned or paid in cash (Masterson) | $123,750 | Reflects role-based totals for 2024 |
| Meeting fees | N/A | Not disclosed; retainer-based structure |
Performance Compensation (Director)
| Equity Element | 2024 Grant Value / Recognition | Structure |
|---|---|---|
| Annual director equity award (unrestricted common stock; granted at Annual Meeting) | $190,000 grant value for 2024 program | Unrestricted shares; rounded up to whole shares; recognized fully in grant year |
| Stock awards recognized (Masterson) | $188,472 | Based on closing price on grant date; no vesting restrictions |
| Performance metrics tied to director compensation | None disclosed | Director equity awards are not performance-based; no options/SARs granted to directors are disclosed |
Other Directorships & Interlocks
| Company | Sector Relationship to NSP | Potential Interlock/Conflict Notes |
|---|---|---|
| Westwood Holdings Group; Westwood Trust | Financial services | No related-party transactions disclosed involving Masterson; related-party PEO client disclosures pertain to other directors/executives (Clifford, Rawson, Sarvadi) |
| The Doctors Company | Insurance (medical malpractice) | No NSP related-party transaction disclosed for Masterson |
Expertise & Qualifications
- Audit/financial reporting, internal controls, and M&A (PwC partner; public-company CFO) .
- Audit committee leadership across multiple institutions; designated audit committee financial expert at NSP .
- Strategic planning and corporate governance experience; broad board-service history .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Unvested RSUs | Options |
|---|---|---|---|---|
| Ellen H. Masterson | 16,612 | <1% | None (directors show “—”) | None (no options exercisable) |
| Shares Outstanding (record date basis, for percent context) | 37,624,833 | — | — | — |
- Hedging/pledging: Company prohibits hedging and significant pledging; explicit pledging approvals disclosed only for CEO Sarvadi (120,000 shares) and director Rawson (25,000 shares). No pledging disclosure for Masterson in the proxy .
- Stock ownership guidelines: Non-employee directors required to own 5x annual cash retainer; company states CEO, executives, and each non-employee director are in compliance or expected within the applicable period .
Governance Assessment
- Strengths: Independent director; chairs FRMA with deep audit/CFO credentials; designated audit committee financial expert; robust committee activity (nine FRMA meetings in 2024) and documented oversight of auditor independence, ERM, and CSR; attendance thresholds met; director ownership guidelines in place; no Masterson-related party transactions disclosed .
- Pay alignment: Director pay uses cash retainers plus unrestricted stock grants; no options or performance-based equity for directors, which reduces pay-risk and avoids complex incentives misalignment .
- Potential monitoring areas: Multi-board audit chair commitments can be time-intensive; however NSP disclosure shows requisite attendance and independence determinations .
- Conflicts/red flags: None disclosed specific to Masterson (no related-party transactions; no pledging/hedging disclosures) .
Overall, Masterson’s audit and CFO background, FRMA leadership, and independence support board effectiveness in financial oversight and risk management. The structure of director compensation and compliance with ownership guidelines supports alignment with shareholders, with no director-specific conflict indicators disclosed in the proxy .