Donna Dorsey
About Donna Dorsey
Independent director at Root, Inc. since October 2023; Class I director with term expiring at the 2027 Annual Meeting. Age 54. Background in human capital management with legal training (B.A. Political Science, Rutgers; J.D., Chicago-Kent College of Law, labor & employment certification). Served as EVP & Chief People & Culture Officer at International Motors, LLC since 2015 and announced plans to step down from that role in May 2025. Skills matrix highlights human capital, legal/regulatory, innovation, business transformation, and C‑suite experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Motors, LLC | EVP & Chief People & Culture Officer | 2015 – May 2025 (planned) | Led human capital strategy driving change and innovation; previously led HR strategy across operations and within Integrated Product Development. |
| International Motors, LLC | Human capital leadership (various roles) | 2004 – 2015 | Progressive leadership culminating in enterprise-wide HR scope. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Root’s proxy biography for Dorsey. |
Board Governance
- Independence: Board determined Dorsey is independent under Nasdaq listing standards. A majority of the board is independent.
- Committees: Member, Compensation Committee (Nancy Kramer, Chair; Beth Birnbaum, Member; Donna Dorsey, Member).
- Meeting attendance: In 2024, the board met 4 times; Compensation Committee met 5 times. Each director attended at least 75% of aggregate board and applicable committee meetings.
- Board leadership: Lead Independent Director (Lawrence Hilsheimer) coordinates agendas, moderates executive sessions of independent directors, and serves as liaison to the CEO.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 5 |
| Audit, Risk & Finance Committee | — | 4 (not a member) |
| Nominating & Governance Committee | — | 4 (not a member) |
Fixed Compensation (Director)
| Component | Policy Amount | 2024 Actual (Dorsey) | Notes |
|---|---|---|---|
| Board cash retainer | $85,000 | $85,000 | Standard non-employee director retainer. |
| Compensation Committee member fee | $7,500 | $7,500 | Member fee (non-chair). |
| Other committee fees | — | — | No other committee assignments. |
| Total Cash | — | $92,500 | Sum of retainer + committee member fee. |
Policy reference: Non-employee director policy adopted October 2023 (the “2023 Policy”); cash paid quarterly; lead independent director receives an additional $20,000 (not applicable to Dorsey).
Performance Compensation (Director)
| Equity Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual grant under 2023 Policy) | June 5, 2024 | $118,684 grant date fair value | Vests on the date of the 2025 Annual Meeting (June 4, 2025) | Annual value targeted “approx. $118,000” in 2024; RSUs accelerate on change-in-control if service continues to immediately prior to closing. |
Policy details:
- Annual RSU grant value up to $175,000; 2024 grant calibrated to approximately $118,000.
- Valuation uses 30-trading-day unweighted average closing price method pre‑grant.
- Change-in-control acceleration for non-employee director RSUs if serving to immediately prior to closing.
No performance metrics apply to director equity; RSUs are time-based.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dorsey. |
| Compensation committee interlocks | In 2024, no compensation committee member (incl. Dorsey) had relationships requiring Item 404 disclosure; no executive officer served on another company’s board/comp committee where a reciprocal relationship existed. |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Human capital/people & culture | EVP & Chief People & Culture Officer; Board skills matrix marks human capital. |
| Legal/regulatory/public policy | J.D. with labor & employment certification; skills matrix marks legal/regulatory. |
| Innovation & business transformation | Skills matrix marks innovation and led business transformation. |
| C‑suite leadership | Skills matrix marks C‑suite experience. |
Equity Ownership
| Holding | Quantity/Status | Notes |
|---|---|---|
| Stock awards outstanding (year-end 2024) | 6,360 | RSUs outstanding as of December 31, 2024. |
| Option awards outstanding | — | None for Dorsey. |
| Hedging/pledging | Prohibited; pledging only with prior approval. None of the non-employee directors have pledged Root equity as of proxy date. |
Beneficial ownership table not included in the cited sections; RSU/option detail above reflects disclosures available for directors.
Governance Assessment
-
Strengths
- Independent director with relevant HR and legal/regulatory expertise; serves on the Compensation Committee overseeing pay programs and risk.
- Attendance and engagement: Board and committees maintained regular cadence; all directors met the 75%+ attendance threshold in 2024.
- Shareholder alignment signals: Director equity via annual RSUs; anti-hedging/pledging policy; none of the non-employee directors have pledged shares.
- Compensation governance: Independent compensation committee; independent consultant (Compensia); clawback policy compliant with SEC/Nasdaq and broadened in 2024.
- Say-on-Pay: 97% support at 2024 meeting indicates broad investor approval of pay practices.
-
Potential risks/monitoring items
- Time commitments: External operating role through May 2025; continue to monitor post-transition for ongoing engagement depth on Compensation Committee.
- Related-party/Item 404: None identified for compensation committee members in 2024; continue standard monitoring.
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $92,500 |
| Stock awards (grant-date fair value) | $118,684 |
| Total | $211,184 |
Cash vs. equity mix (indicative): ~$92.5k cash / ~$118.7k equity, aligning director pay with shareholder outcomes via RSUs.
Compliance, Policies, and Board Processes Relevant to Investors
- Lead Independent Director structure to bolster independent oversight and executive sessions.
- Risk oversight distributed across committees; compensation program assessed for risk-taking; no red flags identified.
- Insider trading policy prohibits hedging/short sales; strict pledging limits; no pledges by non-employee directors.
Meeting & Attendance Context (2024)
| Body | Meetings | Attendance Standard |
|---|---|---|
| Board of Directors | 4 | All directors ≥75% of aggregate board and applicable committees. |
| Compensation Committee | 5 | Dorsey member; independent. |
| Audit, Risk & Finance Committee | 4 | — (not a member). |
| Nominating & Governance Committee | 4 | — (not a member). |
RED FLAGS
- None identified in proxy disclosures regarding related-party transactions for Dorsey; no hedging or pledging; attendance threshold met. Continue to monitor external commitments and any future related party disclosures.