James D. Allison
INSPERITYAbout James D. Allison
James D. Allison is Executive Vice President of Finance, Chief Financial Officer and Treasurer of Insperity (NSP), appointed effective November 15, 2024; he was 55 years old at appointment, holds BBA and MPA degrees from the University of Texas at Austin, and is a certified public accountant . He joined Insperity in 1997, held progressive finance roles through 2011, then led pricing and gross profit operations before becoming CFO; his remit includes consolidating gross profit operations and finance, reflecting deep expertise in pricing, benefits, retirement solutions, and workers’ compensation programs . Company performance context: Adjusted EBITDA was $270 million in 2024 and GAAP net income was $91 million; pay-versus-performance disclosures show cumulative TSR of $101.83 in 2024 and relative TSR for the 2022–2024 LTIP at the 16th percentile (RTSR payout 0%), underscoring rigorous performance alignment in equity awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insperity | EVP of Finance, CFO & Treasurer | Nov 2024–present | Consolidates finance and gross profit operations; principal financial officer responsibility . |
| Insperity | EVP Comprehensive Benefits Solutions & Chief Profitability Officer | May 2023–Nov 2024 | Led gross profit drivers (pricing, benefit plans, retirement solutions, workers’ comp) . |
| Insperity | EVP Gross Profit Operations | May 2022–May 2023 | Oversight of pricing and profitability levers across HR solutions . |
| Insperity | SVP Gross Profit Operations | 2018–2022 | Advanced management of benefit plans, pricing, workers’ comp programs . |
| Insperity | SVP Pricing & Cost Analysis | 2011–2018 | Built pricing discipline and cost analytics to optimize unit economics . |
| Insperity | Finance roles of increasing responsibility | 1997–2011 | Core finance, reporting, and analytics foundation across business units . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernst & Young LLP | Auditor | Pre-1997 | Early-career audit experience; CPA credential . |
| NAPEO | Accounting Practices Committee Member | n/a | Industry engagement and technical leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 416,000 | 446,000 | 550,000 (raised to $470,000 in Feb 2024, then $550,000 upon CFO appointment) |
| Target Bonus % of Salary | — | — | 100% |
Performance Compensation
Short‑Term Incentive (2024 Actuals, Company‑wide metrics; Allison’s payout)
| Metric | Weighting | Target | Actual | Payout Modifier | Allison Actual Bonus Paid ($) |
|---|---|---|---|---|---|
| Adjusted EBITDAIC | 30% | $338.6mm | $345.5mm | 119% | 169,767 |
| PWEE Growth | 30% | 2.5% | 1.4% | 43% | 61,344 |
| WX Employee Growth | 10% | 21% | 14.6% | 29% | 13,791 |
| Workday Partnership Strategy | 30% | 24 points | 27 points | 125% | 178,327 |
| Total | 100% | — | — | — | 423,229 (89% of target) |
Program design: threshold/target/max payout opportunities of 25%/100%/200% of target; Allison’s 2024 target AIP reflected his November 2024 promotion but was paid on 2024 eligible compensation .
Long‑Term Incentives (2024 grants and LTIP outcomes)
| Component | Grant (Date: Feb 28, 2024) | Shares | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSUs | 55% of LTI | 6,035 | 605,250 | 3‑year ratable vest (Feb 28, 2025/2026/2027); dividend equivalents; double‑trigger CoC . |
| PSUs (LTIP) | 45% of LTI | 4,935 target | 482,147 | 75% Adjusted EBITDA measured annually (2024–2026), 25% RTSR vs 2024 peer group; dividend equivalents; double‑trigger CoC . |
| Total LTI | — | — | 1,087,397 | — |
| LTIP Tranche | Performance Year | Metric | Objective | Certified Result | Payout Modifier |
|---|---|---|---|---|---|
| 2024 LTIP (2024 1/3 of EBITDA component) | 2024 | Adjusted EBITDA | Threshold $241 / Target $263 / Max $285 (mm) | $270mm | 130% |
| 2023 LTIP (2024 2/3 of EBITDA component) | 2024 | Adjusted EBITDA | Threshold $371 / Target $389 / Max $407 (mm) | $270mm | 0% |
| 2022 LTIP (3‑yr: 2022–2024) | 2022/2023/2024 | EBITDA (75%) & RTSR (25%) | See program grid | EBITDA vest: 200% (2022), 0% (2023), 0% (2024); RTSR at 16th percentile → 0% | PSU payout multiplier 50%; Allison earned 2,378 PSUs on 4,755 target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 60,517 shares as of April 4, 2025; includes unvested RSUs; no options exercisable . |
| Ownership as % of Shares Outstanding | ≈0.16% based on 60,517 shares owned and 37,624,833 shares outstanding as of April 4, 2025 . |
| Unvested RSUs (as of Apr 4, 2025) | 14,529 RSUs; RSUs have no voting rights . |
| RSU Vesting Schedule (Dec 31, 2024 snapshot) | 5,680 on Feb 28, 2025; 3,612 on Feb 28, 2026; 2,066 on Feb 28, 2027 (includes dividend equivalents) . |
| LTIP Outstanding (Dec 31, 2024 snapshot) | 10,439 unearned PSUs estimated at target (includes dividend equivalents); subject to future performance . |
| Pledging/Hedging | Company prohibits hedging and significant pledging; Board approved limited pledges for other individuals under strict criteria; no pledging disclosed for Allison . |
| Ownership Guidelines | Execs must hold 3x or 1.5x base salary depending tier; monitoring annually; execs in compliance or expected within time period . |
Employment Terms
| Provision | CFO Terms |
|---|---|
| Employment Agreement | None; executives employed at will . |
| Severance (No CoC) | 18 months base salary ($825,000) plus pro‑rated AIP at target ($550,000), continued health benefits ($47,145); total modeled $1,422,145 as of Dec 31, 2024 . |
| Change‑in‑Control (Double Trigger) | Lump sum equal to 24 months base salary + 24 months target bonus ($2,200,000), plus accelerated RSUs and pro‑rated LTIP per plan; continued health benefits ($62,860); total modeled $3,952,307 as of Dec 31, 2024 . |
| Equity Treatment (CoC) | No single‑trigger; acceleration only upon qualifying termination within prescribed period; CIC Non‑Assumption also triggers accelerated vesting/payment per award terms . |
| Restrictive Covenants | Non‑compete: 18 months; Non‑solicit (customers/employees): 24 months; required for severance participation . |
| Clawback | NYSE‑compliant clawback for current/former executive officers; broad recoupment policy company‑wide . |
| Hedging/Pledging Policy | Prohibits hedging and significant pledging; Board reviews/approves any pledge requests . |
| Perquisites | Automobile, executive disability program, executive wellness, Chairman’s Trip (company pays associated income taxes); Allison’s 2024 trip cost $15,863 and tax $10,292 . |
| Pensions/SERP | None; 401(k) match 100% of first 6% of compensation (subject to limits) . |
| Tax Gross‑ups (CoC) | None for change‑in‑control payments . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation $2,137,632, consisting of salary $550,000, non‑equity incentive $423,229, stock awards $1,087,397, and other comp $77,006; year‑over‑year increases reflect promotion to CFO and higher LTI positioning near market median .
- Shift toward RSUs/PSUs: No stock options granted; equity is RSUs and PSUs with rigorous performance metrics (Adjusted EBITDA and RTSR), three‑year vesting, and double‑trigger CoC—reduces repricing/underwater option risk and strengthens pay‑for‑performance alignment .
- Governance features: Clawback policy, minimum one‑year vesting, stock ownership guidelines, independent compensation committee with FW Cook as advisor; say‑on‑pay received >98% approval in 2024 .
- Peer benchmarking: No fixed percentile target; Compensation Committee aims to position near market median using a peer group including ADP, Paychex, TriNet, and HR/IT services companies .
Performance Compensation Details (Design and Alignment)
| Metric | Weight | Targeting/Definition | Alignment Rationale |
|---|---|---|---|
| Adjusted EBITDAIC (AIP) | 30% | EBITDA excluding specified items (e.g., SBC, incentive comp, SaaS implementation, certain Workday costs in 2024) | Measures productivity and profit discipline . |
| PWEE Growth (AIP) | 30% | YoY growth in average WSEEs paid (calendar year and January period post Fall Sales Campaign) | Focus on sales growth and retention . |
| WX Employee Growth (AIP) | 10% | Growth in average employees in traditional payroll solution | Incentivizes expansion in Workforce Acceleration . |
| Workday Partnership Strategy (AIP) | 30% | 4 initiatives scored 1–10 points (tenant tech, marketing GTM, sales GTM, onboarding enablement) | Drives execution of strategic partnership . |
| Adjusted EBITDA (LTIP) | 75% | Three annual performance periods (equal weights) with adjusted EBITDA growth framework | Rewards profitable growth and operational leverage . |
| RTSR (LTIP) | 25% | 3‑year RTSR vs designated peer group; capped at 100% if absolute TSR negative | Aligns payout with stockholder returns . |
Equity Vesting & Potential Insider Selling Pressure
| Date | Type | Shares | Notes |
|---|---|---|---|
| Feb 28, 2025 | RSU vest | 5,680 | Dividend equivalents included; subject to tax withholding (typically non‑open‑market share withholding) . |
| Feb 28, 2026 | RSU vest | 3,612 | As above . |
| Feb 28, 2027 | RSU vest | 2,066 | As above . |
Monitoring note: Form 4 filings around scheduled vest dates can show tax‑withholding transactions (Code F) or administrative dispositions; Insperity reports no stock options outstanding for NEOs, reducing forced exercises risk .
Investment Implications
- High alignment, low governance risk: At‑will employment, double‑trigger CoC, robust clawback, no CoC tax gross‑ups, anti‑hedging/pledging policy → strong shareholder alignment; say‑on‑pay support >98% underscores investor acceptance .
- Clear performance linkage: AIP tied to profit and growth plus Workday execution; LTIP emphasizes adjusted EBITDA and RTSR. 2022–2024 LTIP RTSR at 16th percentile (0% payout) and weak 2023–2024 EBITDA tranches demonstrate real downside when performance underwhelms—reducing windfall risk and supporting discipline .
- Retention and pressure points: Upcoming RSU vestings (Feb each year) and meaningful severance protections (18‑month non‑compete; 24‑month non‑solicit; substantial CoC cash) suggest moderate retention security; monitor vest dates and any Form 4 activity for potential near‑term selling pressure due to tax withholding .
- Capability and execution: Allison’s deep pricing/profitability background and consolidation of finance with gross profit operations are positives for margin stewardship; delivery against adjusted EBITDA and WSEE growth targets will be key signals for future payouts and equity vesting outcomes .