Lawrence Hilsheimer
About Lawrence Hilsheimer
Independent director since 2020 (age 67) with finance, audit, and insurance operating expertise. He is Lead Independent Director and Chair of the Audit, Risk & Finance Committee; previously EVP/CFO at Nationwide and partner/Vice Chair at Deloitte. Currently EVP & CFO at Greif, Inc., and director/Audit Chair at Installed Building Products; certified in cybersecurity oversight by NACD. He has served on Root Insurance Company’s subsidiary board since 2017 and chaired its audit committee until dissolution in January 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Partner; Vice Chairman | 1979–2007 (Partner 1988–2007; VC 2005–2007) | Senior audit leadership; public company audit oversight |
| Nationwide Mutual Insurance | EVP/CFO; President & COO roles (Direct & Customer Solutions; Retirement Plans) | 2007–2013 | Led direct-to-consumer, bank, health, and retirement businesses |
| Root Insurance Company (subsidiary) | Director; Audit Committee Chair (until dissolution) | Director since 2017; chair until Jan 2021 | Subsidiary audit oversight prior to committee dissolution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greif, Inc. (NYSE: GEF) | EVP & Chief Financial Officer | Since May 2014 | Operating executive; not a Greif director |
| Installed Building Products (NYSE: IBP) | Director; Audit Committee Chair | Current | Public company board and audit chair experience |
Board Governance
- Independence: Determined independent under Nasdaq standards; independence evaluation considered any transactions and beneficial ownership; Alexander Timm not independent due to officer role .
- Board leadership: Serves as Lead Independent Director; responsibilities include agendas, executive session moderation, liaison to CEO, and convening independent director meetings .
- Committees: Audit, Risk & Finance Committee Chair and “audit committee financial expert”; members Julie Szudarek (financial expert) and Douglas Ulman .
- Executive/Strategy committees: Member of Executive Committee (with CEO Timm); Strategy Committee chaired by Jerri DeVard (Kramer member) .
- Risk oversight: Audit Committee oversees enterprise risk, compliance, treasury, capital/liquidity, insurance, financing plans; chair is NACD cybersecurity oversight certified .
- Attendance: Board met 4x in FY2024; audit 4x, compensation 5x, nominating 4x; each director attended ≥75% of aggregate meetings; 6 of 8 directors attended the 2024 annual meeting webcast .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Member retainer | 85,000 | Per 2023 Non-Employee Director Compensation Policy |
| Lead Independent Director retainer | 20,000 | Additional to member fee |
| Audit Committee – Member retainer | 10,000 | Member fee |
| Audit Committee – Chair retainer | 20,000 | Additional to member fee |
| Subsidiary board service retainer | 26,000 | Root subsidiary insurance company boards; included in cash fees |
| Total Cash Fees (reported) | 161,000 | Sum of above; as disclosed |
| Annual RSU grant (grant-date fair value) | 118,684 | Granted June 5, 2024; vests at 2025 annual meeting |
- 2023 policy increased Board retainer to $85k (from $50k under the 2022 policy), retained committee/lead fees, and set annual director RSUs up to $175k (2024 grant approx. $118k) .
- Caps: Total annual director comp capped at $650k ($900k in first year) .
Performance Compensation
- Non-employee directors at Root receive time-based RSUs; no performance-conditioned equity is specified for directors .
- Board oversight of executive pay uses explicit metrics; 2024 short-term incentive (STI) and PSU designs tied to operating results.
| 2024 Performance Metric | Definition | 2024 Outcome/Role in Funding |
|---|---|---|
| Accident Period Gross Loss Ratio | Losses/claims on events in the period ÷ gross premiums earned; pre-reinsurance | Achieved 59.9% (better than matrix range); contributed to 192% Company-wide performance factor |
| Policies-in-Force Growth | Net active auto policies at period end | ~73,000 policies; combined with loss ratio yielded 192% factor |
| Adjusted EBITDA | Non-GAAP; excludes interest, taxes, D&A, SBC and specified items | Additional funding component of 69%; overall NEO payouts capped at 300% |
| PSUs (2024 grants) | 2025 Adjusted EBITDA and New Writings targets; up to 200% payout; time-vesting thereafter | Applies to executives (not directors); board oversight of design |
Other Directorships & Interlocks
| Company | Role | Committee | Notes/Interlocks |
|---|---|---|---|
| Installed Building Products (IBP) | Director | Audit Chair | No Root-related transactions disclosed; strengthens audit oversight credentials |
| Greif, Inc. | EVP & CFO | N/A | External executive role; not a Greif director |
- Compensation Committee interlocks: Proxy reports no interlocks or Item 404 relationships among 2024 compensation committee members; committee chair Kramer and members Birnbaum, Dorsey were independent .
Expertise & Qualifications
- Finance/accounting and audit leadership; designated “audit committee financial expert” .
- Deep insurance industry and direct-to-consumer operating experience from Nationwide .
- Cybersecurity oversight certification (NACD) .
- Public company board experience and audit chairmanship at IBP .
Equity Ownership
| Holding (as of April 7, 2025) | Quantity | Notes |
|---|---|---|
| Class A Common Stock | 41,730 | Beneficial ownership table; <1% |
| Class B Common Stock (10 votes/share) | 5,555 | Beneficial ownership table; <1% |
| RSUs outstanding (12/31/2024) | 6,201 | Director equity awards outstanding |
| Options outstanding (12/31/2024) | 774 | Director options outstanding |
- Hedging/pledging: Company prohibits hedging and short sales; pledging requires prior approval; none of executive officers or non-employee directors had pledged securities as of the proxy date .
Governance Assessment
- Strengths: Independent Lead Director plus Audit Chair with audit committee financial expert status; robust risk, compliance, and capital oversight; formal board evaluation process; strong attendance; structured director compensation policy; ESG and information security oversight cadence .
- Alignment: Director equity grants create ownership exposure; beneficial ownership plus outstanding RSUs/options indicate skin-in-the-game; hedging/pledging restrictions support alignment .
- Investor signals: 2024 Say-on-Pay approval ~97% suggests shareholder support for compensation design the board oversees .
- Potential risks/RED FLAGS: None disclosed in proxy regarding related-party transactions or pledging for Hilsheimer; note Executive Committee membership concentrates interim board authority with CEO and Lead Independent Director—mitigated by clear charter limits and overall independence majority .