Charles Brophy
SAFETY INSURANCE GROUPAbout Charles J. Brophy III
Independent director of Safety Insurance Group, Inc. since April 5, 2023; age 68 as of March 17, 2025; career insurance executive with >30 years in P&C distribution and underwriting, currently Regional President (U.S. East) at HUB International; prior roles at Bain Hogg Robinson and Travelers; recognized as Massachusetts Insurance Professional of the Year (2016) . Determined independent under NASDAQ and SEC rules; member of the Board’s Investment Committee; 100% Board and committee meeting attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HUB International | Regional President (U.S. East); commercial and personal sales development and management | Last 23 years | Senior operating leadership across distribution and growth |
| Bain Hogg Robinson, LLC | Director | Not disclosed | Brokerage leadership experience |
| Travelers Insurance Company | Commercial lines underwriting | Early career | Underwriting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hartford Insurance Group | Advisory Council Member | Not disclosed | Industry advisory participation |
| Arbella Mutual Insurance | Advisory Council Member | Not disclosed | Industry advisory participation |
| Hanover Insurance Group | Advisory Council Member | Not disclosed | Industry advisory participation |
| Travelers Insurance Company | Advisory Council Member | Not disclosed | Industry advisory participation |
| Insurance Library Association of Boston | Member | Not disclosed | Sector engagement |
| Commonwealth of Massachusetts | 2016 Insurance Professional of the Year | 2016 | Recognition |
Board Governance
- Independence: The Board determined Brophy is independent under NASDAQ and SEC rules .
- Committee assignments: Investment Committee member (Chair: CEO George M. Murphy; participants include Brophy and Thalia M. Meehan; CFO participates as management designee) .
- Attendance/engagement: 100% attendance at Board and committee meetings in 2024; executive sessions of non-executive directors each quarterly meeting .
- Leadership structure: Combined CEO/Chair; Lead Independent Director with defined authorities (agenda, information, schedules, executive sessions, shareholder access) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Standard non-employee director retainer is $95,000; Brophy’s 2024 table shows $0 cash . |
| Additional chair/lead fees | N/A | Brophy did not hold chair or LID roles; chair fees: Audit $17,500; Comp $12,500; Nominating $12,500; LID $25,000 . |
| Equity grant | 1,000 shares; $85,610 | Granted Feb 27, 2024; valued at $85.61 per share . |
| Ownership guidelines | 4× annual cash retainer (value) | Directors must meet within 5 years; all Directors except Farina, Gray, Langwell meet—implies Brophy is in compliance . |
Performance Compensation
| Performance Metrics for Director Compensation | Status |
|---|---|
| Metrics tied to director pay (e.g., TSR, combined ratio) | Not disclosed; director equity grants noted without performance metrics . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Brophy in SAFT proxy . |
| Private/non-profit roles | Advisory councils (Hartford, Arbella, Hanover, Travelers); member Insurance Library Association of Boston . |
| Potential interlocks | No related-party transactions reported; Advisory roles do not constitute transactions with SAFT . |
Expertise & Qualifications
- Insurance distribution and underwriting expertise; deep exposure to independent agency channel .
- Business management, risk/ESG, public company-relevant experience per Board skills matrix; independence affirmed .
- Regional P&L and growth leadership at HUB International .
Equity Ownership
| Metric | As of Mar 18, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Shares beneficially owned | 9,000 | 11,000 |
| Ownership % of outstanding | 0.1% | 0.1% |
| Shares outstanding (record date) | 14,836,665 | 14,893,703 |
| Hedging/pledging | Prohibited by insider trading policy for executives and Directors . |
Insider Trades (Form 4 – last two years)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-02-28 | 2024-02-27 | Award (A) | 1,000 | $0.00 | 9,000 | |
| 2024-08-15 | 2024-08-13 | Purchase (P) | 1,000 | $78.80 | 10,000 | |
| 2025-02-28 | 2025-02-25 | Award (A) | 1,000 | $0.00 | 11,000 |
Board Governance
| Item | 2024 Status | Notes |
|---|---|---|
| Board meetings | 5 | Quarterly executive sessions without management . |
| Audit Committee | 4 meetings | All-independent; Chair Farina; financial experts designated . |
| Compensation Committee | 4 meetings | Chair Langwell (2025); all-independent . |
| Nominating & Governance | 4 meetings | Chair Moran; all-independent . |
| Investment Committee | 4 meetings | Murphy (Chair), Brophy, Meehan; CFO participates . |
| Director attendance | 100% | Incumbent directors attended all meetings . |
Compensation Structure Analysis (Directors)
- Cash vs equity mix: In 2024, Brophy’s compensation comprised equity grant only and no cash retainer shown; standard program includes $95,000 cash retainer and annual equity grants for non-employee directors .
- Ownership alignment: Robust director ownership guideline (4× retainer) and prohibition on hedging/pledging strengthen alignment; Brophy appears in compliance per Board statement .
- No performance-based elements for directors: Equity grants to directors are disclosed without performance metrics; performance share metrics apply to executives, not directors .
Risk Indicators & RED FLAGS
- RED FLAG: Combined CEO/Chair structure can dilute independent oversight; mitigated by empowered Lead Independent Director with defined responsibilities .
- No related-party transactions reported for 2024; reduces conflict risk .
- Anti-hedging and anti-pledging policy for directors reduces misalignment risk .
- Say-on-Pay support high (97.7% in 2023 and 2024), indicating positive investor sentiment toward compensation governance overall .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2023 vote (held in 2024) | 97.7% | High support for executive pay program . |
| 2024 vote (reported in 2025 proxy) | 97.7% | Continued strong support . |
Potential Conflicts or Related-Party Exposure
- Brophy’s executive role at HUB International (broker) could create perceived channel conflicts; Company discloses no related-party transactions as of 2024, and Board independence affirmed .
Governance Assessment
- Strengths: Independent director; 100% attendance; Investment Committee experience; material insider purchase (Aug 2024) supports alignment; compliance with director ownership guidelines and anti-hedge/pledge policy .
- Watch items: Cash retainer not shown in 2024 table for Brophy—monitor compensation mix election or reporting; combined CEO/Chair requires continued reliance on LID safeguards; advisory council roles at insurers warrant ongoing oversight for any evolving related-party dynamics (none reported) .
Overall, disclosures support strong independence and engagement, with clear alignment mechanisms (ownership guidelines, insider purchase) and no reported conflicts. The primary governance caution is the combined CEO/Chair structure, mitigated by a robust Lead Independent Director framework .