John L. Lumelleau
INSPERITYAbout John L. Lumelleau
Independent director of Insperity, Inc. since 2019; age 73. Former President and CEO of Lockton, Inc. (2002–2017) with deep insurance industry and risk management expertise; currently designated an audit committee financial expert and serves on the Finance, Risk Management & Audit Committee. BA, Fordham University; serves on Fordham’s Board of Trustees. Class II director with term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockton, Inc. | President & CEO | 2002–2017 | Grew revenue from $92M to $1.4B; expanded from 7 to 85 offices globally |
| Lockton, Inc. | President | 2000–2002 | Executive leadership prior to CEO role |
| Lockton, Inc. | Operations Executive | 1997–1999 | Operational leadership |
| Alexander & Alexander, Inc. / AON Risk Services | Various roles incl. EVP Global Retail Sales | 1976–1997 | Senior sales leadership in global brokerage |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Lockton, Inc. | Director | Current | Board of directors |
| Premium Credit Limited (UK & Ireland) | Non‑Executive Director | Nov 2022 | Member, audit, risk & finance committee |
| Orchid Underwriters Agency, LLC | Chairman of the Board | 2019 | Specialty catastrophe-exposed property insurer |
| TowerBrook Capital Partners | Management Advisory Board | 2019 | Advisory role to private equity firm |
| Fordham University | Board of Trustees | Current | Trustee |
Board Governance
| Attribute | Detail | Citation |
|---|---|---|
| Independence | Independent director (NYSE standards) | |
| Committees | Finance, Risk Management & Audit Committee (member); designated audit committee financial expert | |
| Years of Service | Director since 2019; Class II term expires 2027 | |
| Attendance (2024) | Board met 6 times; all directors participated in ≥75% of meetings of the Board/committees; all ten directors attended the 2024 annual meeting | |
| Executive Sessions | Independent/outside directors hold executive sessions; lead independent director presides | |
| Lead Independent Director | Timothy T. Clifford (not Lumelleau) | |
| Risk Oversight | FRMA met 9 times; oversees financial reporting, internal controls, compliance, ERM including cybersecurity, data privacy, ESG; Lumelleau is a member |
Fixed Compensation
| Component (2024) | Amount (USD) | Citation |
|---|---|---|
| Fees Earned or Paid in Cash | $98,750 | |
| Stock Awards (unrestricted common shares) | $188,472 | |
| Option Awards | — | |
| All Other Compensation | — | |
| Total | $287,222 |
Director retainer schedule (structure):
| Retainer Type | Annual Amount | Citation |
|---|---|---|
| Board retainer | $85,000 | |
| FRMA Committee member retainer | $15,000 | |
| FRMA Committee chair fee | $25,000 | |
| Compensation Committee member retainer | $10,000 | |
| Nominating & Corporate Governance Committee member retainer | $5,000 | |
| Lead Independent Director retainer | $42,500 | |
| CEC Board Liaison retainer | $35,000 |
Performance Compensation
| Element | Metric | Weight/Threshold | Mechanics | Citation |
|---|---|---|---|---|
| Annual director stock award | None (unrestricted shares, no vesting/performance conditions) | N/A | Granted on annual meeting date; fair value $190,000 for 2024; directors may elect to take cash compensation in stock |
Insperity’s non‑employee director compensation is not performance‑based; equity awards are unrestricted and intended to align ownership with shareholders .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Lockton, Inc. | Private | Director | No related‑party transactions disclosed with Lumelleau |
| Premium Credit Limited | Private | Non‑Executive Director | No NSP related‑party transactions disclosed |
| Orchid Underwriters Agency, LLC | Private | Chairman | No NSP related‑party transactions disclosed |
| TowerBrook Capital Partners | Private | Advisory Board | No NSP related‑party transactions disclosed |
Expertise & Qualifications
- Former long‑tenured CEO in global insurance brokerage; deep risk management, sales and operational leadership experience .
- Designated audit committee financial expert and member of FRMA, reinforcing financial reporting and controls oversight .
- Governance experience across private companies and academic institutions; BA from Fordham; trustee service indicates institutional stewardship .
- FRMA responsibilities span financial affairs, internal controls, compliance and enterprise risk including cybersecurity and ESG .
Equity Ownership
| Shares Beneficially Owned (as of Apr 4, 2025) | Percent of Class | Unvested RSUs | Options (Exercisable) | Pledged Shares |
|---|---|---|---|---|
| 11,442 | <1% | — | None | None disclosed |
| Citations |
Stock ownership guidelines for alignment:
- Non‑employee directors required to hold shares equal to 5x annual cash retainer; Company reports directors are in compliance or expected to comply within the applicable period .
Governance Assessment
- Board effectiveness: Independent status; FRMA membership with “financial expert” designation; FRMA met 9 times in 2024, indicating active oversight of financial reporting, ERM and ESG risks .
- Attendance/engagement: Board met 6 times; all directors participated in ≥75% of meetings; full attendance at annual meeting, supporting engagement .
- Compensation alignment: Mix of cash retainers plus annual unrestricted share grant; directors may elect equity in lieu of cash; ownership guideline at 5x retainer promotes skin‑in‑the‑game .
- Conflicts/related party: No related‑party transactions disclosed involving Lumelleau; Company maintains a formal related‑party review policy overseen by FRMA .
- Risk indicators: Hedging prohibited; pledging prohibited unless deemed not significant by Board—only Sarvadi and Rawson had approved pledges; no pledging disclosed for Lumelleau .
- Pay governance context: Executive say‑on‑pay support at >98% in 2024 (company‑level signal of investor alignment); director award limits capped at $1,000,000 per year including cash, mitigating excessive director pay .
RED FLAGS: None disclosed specific to Lumelleau—no related‑party transactions, no pledging/hedging, independent status, and strong committee credentials .