Nancy Kramer
About Nancy Kramer
Nancy Kramer (age 69) has served as an independent director of Root, Inc. since August 2020 and is nominated for re‑election as a Class II director through the 2028 annual meeting. She is Global Chief Evangelist at IBM iX (since 2016) and previously founded Resource/Ammirati, a marketing and creative agency, which she sold to IBM in 2016; she holds a B.A. from The Ohio State University . Root’s board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM iX (NYSE: IBM) | Global Chief Evangelist | Aug 2016–present | Senior go‑to‑market role for digital strategy and marketing services |
| Resource/Ammirati (acquired by IBM) | Founder; CEO | 1981–2016 | Built and exited a leading creative/marketing agency; Apple was first client |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M/I Homes, Inc. (NYSE: MHO) | Director | 2015–present | Public company directorship; committees not disclosed in Root proxy |
| Glimcher Realty Trust (sold to Washington Prime) | Director | 2013–2015 | Prior public board |
Board Governance
- Independence: Kramer is independent; Root’s board majority is independent .
- Committee assignments (2024): Chair, Compensation Committee; Member, Strategy Committee (board‑level, meets as needed) .
- Board/committee activity: Board met 4x; Audit, Risk & Finance 4x; Compensation 5x; Nominating & Governance 4x; each director attended ≥75% of aggregate board and committee meetings; 6 of 8 directors attended the 2024 annual meeting .
- Board leadership: Lead Independent Director is Lawrence Hilsheimer; role includes agendas, executive sessions, and liaison duties .
- Skills: Board matrix credits Kramer with C‑suite executive, technology/cyber, innovation, brand marketing, business transformation, and public company board experience .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | 2023 Non‑Employee Director Compensation Policy (in effect for 2024) |
| Compensation Committee – member retainer | $7,500 | Chair fee is in addition, not in lieu |
| Compensation Committee – chair retainer | $15,000 | In addition to member and board retainers |
| Strategy Committee – member retainer | $5,000 | Per policy |
| Total cash actually paid to Kramer (2024) | $112,500 | Consistent with $85k + $7.5k + $15k + $5k |
- No meeting fees; quarterly payment; additional $20,000 applies to Lead Independent Director (not Kramer) .
- Director compensation cap: $650,000 per calendar year ($900,000 for first‑year appointments) .
Performance Compensation
| Equity Element | Grant Value/Structure | Vesting | Change‑in‑Control |
|---|---|---|---|
| Annual RSU grant (2024) | ~$118,684 | One‑year vest, generally on the date of the 2025 annual meeting (June 4, 2025) | Director RSUs fully vest immediately prior to a change in control (if in service) |
Root does not currently grant new option awards to directors; Kramer had legacy options outstanding (see Ownership) .
Other Directorships & Interlocks
- Current public boards: M/I Homes, Inc. (NYSE: MHO) .
- Prior public boards: Glimcher Realty Trust (2013–2015) .
- Compensation committee interlocks: None; 2024 members (Kramer – Chair, Birnbaum, Dorsey) were independent, not officers, and had no Item 404 related‑person relationships; no reciprocal executive/comp committee interlocks reported .
Expertise & Qualifications
- Background: Founder/operator and senior marketing/digital executive; IBM iX Global Chief Evangelist; deep brand and customer experience expertise .
- Board matrix tags: Technology/cyber, innovation, brand marketing, C‑suite leadership, business transformation, public company board experience .
- Education: B.A., The Ohio State University .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 16,497 shares of Class A common stock (includes 6,201 RSUs vesting within 60 days), plus 4,166 shares of Class B common stock issuable under exercisable options; each position <1% |
| Breakdown | 10,296 Class A owned; 6,201 Class A RSUs vesting within 60 days; 4,166 Class B options exercisable |
| Pledging/hedging | Company policy prohibits hedging and short sales; pledging only with pre‑approval; none of the executive officers or non‑employee directors have pledged Root equity as of the proxy date |
Director Compensation (2024)
| Item | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy Kramer | 112,500 | 118,684 | 231,184 |
- Stock awards outstanding at 12/31/2024: 6,201 stock awards; option awards outstanding: 4,166 .
- Non‑employee director equity valuation uses a 30‑trading‑day average prior to grant reference date; annual grant sized up to $175,000; 2024 grant set near $118,000 .
Potential Conflicts, Related‑Party Exposure, and Risk Indicators
- Independence affirmed; no Item 404 related‑person transactions disclosed for Kramer; compensation committee reported no related‑person relationships for its members in 2024 .
- Root has related‑party agreements with Carvana (investment/commercial agreements; board appointment right not exercised as of the proxy); this is a company‑level governance consideration, not specific to Kramer .
- Anti‑hedging/pledging and clawback policies in place; no pledges by directors as of proxy date; clawback policy aligns with SEC/Nasdaq rules and allows discretionary recovery for serious misconduct or reputational harm beyond restatements .
- Attendance/engagement: Board and committees met regularly; each director met ≥75% attendance; Kramer chairs the most active committee (5 meetings in 2024), supporting engagement .
- Say‑on‑pay (advisory) 2024 approval ~97%, indicating broad shareholder support for compensation governance under Kramer’s committee leadership .
Governance Assessment
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Strengths for investor confidence:
- Independent director with relevant go‑to‑market and digital expertise; chairing the compensation committee with an independent consultant (Compensia) and strong shareholder support on Say‑on‑Pay (~97%) .
- Pay structure for directors balances cash retainers with equity that vests annually; change‑in‑control vesting aligns with market practice; compensation caps in place .
- Robust governance policies (anti‑hedging/pledging, clawback), and no personal related‑party transactions or interlocks .
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Watch items:
- Company‑level investor rights (e.g., Carvana investment/rights) require continued independent oversight; no direct linkage to Kramer, but relevant to overall governance risk context .
- Ownership alignment: Kramer’s beneficial ownership is de minimis in percentage terms (standard for outside directors); no signs of pledging or hedging .
Overall, Kramer’s committee leadership, independence, meeting cadence, and absence of conflicts support board effectiveness; policy frameworks and strong Say‑on‑Pay outcomes mitigate governance risk signals during her tenure .