Julie Szudarek
About Julie Szudarek
Independent director at Root since July 2022; age 53; Class I director with term expiring at the 2027 Annual Meeting. CEO of Self Financial since 2023; previously CEO of Atida Mifarma (2019–Jan 2023), senior leadership roles at Groupon (2011–2018) and Orbitz (2005–2011), and early career at Accenture. Education: BA in Finance (Indiana University) and MBA (University of Michigan). The board identifies her experience leading e-commerce and technology-enabled businesses—including as CEO—as core credentials; board has affirmatively determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self Financial, Inc. | Chief Executive Officer | 2023–present | Leads credit-building fintech; CEO experience adds technology and customer-centric operating expertise to Root’s board. |
| Atida Mifarma | Chief Executive Officer | 2019–Jan 2023 | Led one of Europe’s largest online pharmacies; digital operations at scale. |
| Groupon Inc. (Nasdaq: GRPN) | Senior leadership in sales, operations, logistics, administration | 2011–2018 | E-commerce operating leadership. |
| Orbitz Worldwide (acquired by Expedia) | Various roles | 2005–2011 | Online travel operations and product experience. |
| Accenture (formerly Andersen Consulting) | Management consulting | Early career | Strategy and operations foundation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company board roles | None disclosed | — | No other public company directorships disclosed for Ms. Szudarek. |
Board Governance
- Independence: Board determined Ms. Szudarek is independent under Nasdaq listing standards (after reviewing relevant relationships and transactions).
- Committee memberships (2024 activity): Audit, Risk and Finance Committee member; designated audit committee financial expert; committee chaired by Lawrence Hilsheimer. Not a member of the Compensation or Nominating & Governance Committees.
- Attendance: In FY 2024, Board met 4 times; Audit, Risk & Finance met 4; Compensation met 5; Nominating & Governance met 4. Each director attended ≥75% of aggregate meetings of the Board and committees served.
- Board class and tenure: Class I director; term through 2027 Annual Meeting; director since July 2022.
- Engagement context: Compensation Committee meets in executive session without management; retains independent consultant authority; CEO excluded from deliberations on CEO pay.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes | Stock Awards ($) | Grant Details | Total ($) |
|---|---|---|---|---|---|
| 2023 | 95,000 | Prior policy in effect; no options; RSUs vest over two years. | 71,375 | RSUs under 2023 Policy; 2023 grant approximately $71,375; two-year vest schedule. | 166,375 |
| 2024 | 114,500 | Includes $19,500 retainer for service on subsidiary insurance company boards (pro rata). | 118,684 | RSUs granted on June 5, 2024; one-year vest; value approx $118K per 2023 Policy; vests at 2025 Annual Meeting. | 233,184 |
Non-Employee Director Compensation Policy (adopted Oct 2023): Annual cash retainers—Board member $85,000; Audit Committee member $10,000 (chair $20,000); Compensation Committee member $7,500 (chair $15,000); Nominating & Governance member $5,000 (chair $10,000); Strategy Committee member $5,000 (chair $10,000). Additional $20,000 retainer to Lead Independent Director. RSU annual grant value up to $175,000 (2024 grant ~ $118,000), vesting on next Annual Meeting; change-in-control provides full vesting immediately prior to closing. Annual director comp cap $650,000/$900,000 (new director).
Performance Compensation
| Component | Metric | Structure | Vesting/Trigger | 2024 Status |
|---|---|---|---|---|
| Annual Director RSU Grant | Time-based | RSUs; no performance metrics disclosed for directors | Vests on date of next Annual Meeting (one-year) | Grant value ~$118,000; outstanding 6,201 RSUs at year-end. |
Key policies supporting pay-for-performance and alignment:
- Clawback: Company maintains SEC/Nasdaq-compliant clawback policy; broadened in 2024 to allow recovery of incentive-based and other equity compensation beyond base salary in cases of restatement or intentional misconduct causing serious financial or reputational damage.
- Hedging/Pledging: Hedging, short sales, margin purchases prohibited; pledging allowed only with prior approval. As of proxy date, none of the executive officers or non-employee directors have pledged Company equity.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; 2024 Compensation Committee comprised of independent directors (Kramer—Chair, Birnbaum, Dorsey); no relationships requiring Item 404 disclosure; no reciprocal board/comp committee overlaps with Root executives. |
| Public boards held by Ms. Szudarek | None disclosed. |
Expertise & Qualifications
- Audit committee financial expert designation; able to read and understand fundamental financial statements.
- Skills matrix indicates technology/cyber, innovation, and business transformation experience; CEO/C-suite leadership background.
- Education: BA Finance (Indiana University); MBA (University of Michigan).
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs/Options Included in Beneficial Ownership | % of Total Voting Power | Notes |
|---|---|---|---|---|---|
| Julie Szudarek | 15,003 | — | Includes 6,201 RSUs vesting within 60 days of April 7, 2025; no options shown. | Less than 1% | Shares not pledged; anti-hedging policy in place. |
Outstanding director equity awards at 12/31/2024: Stock awards outstanding 6,201; option awards outstanding —.
Governance Assessment
- Strengths: Independent director with audit financial expert status; active on Audit, Risk and Finance Committee overseeing financial reporting, enterprise risk, and financing policies; board-wide attendance at ≥75% signals engagement. Anti-hedging/pledging and clawback policies strengthen governance and investor alignment.
- Alignment: Director compensation mix includes meaningful annual RSU grant (one-year vest) and modest committee cash retainers; beneficial ownership includes time-vesting RSUs; no pledging.
- Potential watch items: Root’s capital and governance arrangements with Carvana (Series A preferred, warrants, governance/consent rights) create broader governance complexity not tied to Ms. Szudarek individually; board maintains related-party policy and independence affirmations.
- RED FLAGS: None identified specific to Ms. Szudarek—no Item 404 related-party transactions, no compensation interlocks, no pledging; attendance threshold met.
Overall, Ms. Szudarek’s audit, technology, and operating expertise contribute to board effectiveness in financial oversight and risk management, with no apparent conflicts or misalignment signals based on disclosed policies and holdings.