Christopher Whitford
SAFETY INSURANCE GROUPAbout Christopher Whitford
Christopher T. Whitford, 42, is Vice President, Chief Financial Officer and Secretary of Safety Insurance Group, appointed on March 2, 2020. He has been with Safety since 2012 (Controller 2012–2020) and began his career at PricewaterhouseCoopers in 2005; he is a Certified Public Accountant in Massachusetts . Company performance context under his finance leadership includes 2024 operating EPS of $4.16, a 101.1% combined ratio, and EBIT (defined as earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense) of $86.4 million . TSR through 12/31/2024 was 13% (1-year), 11% (3-year), 11% (5-year), and 1,428% since the 2002 IPO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Safety Insurance Group, Inc. | Chief Financial Officer, Vice President and Secretary | 2020–present | Senior finance leadership for strategy, capital, and reporting |
| Safety Insurance Group, Inc. | Controller | 2012–2020 | Led controllership prior to CFO appointment |
| PricewaterhouseCoopers | Various roles (began career) | 2005–2012 | Early career in public accounting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guarantee Fund Management Services | Investment and Audit Committees (member) | Current | Oversight participation on investment and audit matters |
| Massachusetts Property Insurance Underwriting Association (“FAIR Plan”) | Board member | Current | Governance role for the FAIR Plan |
Fixed Compensation
Multi-year compensation detail for Whitford:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 345,000 | 400,000 | 450,000 |
| All Other Compensation ($) | 201,574 | 72,991 | 213,045 |
| Total Compensation ($) | 1,099,754 | 847,991 | 1,438,345 |
2024 fixed/benefit components:
| Component | 2024 Amount |
|---|---|
| EICP Deferred Compensation Bonus ($) | 147,259 |
| EICP Company Match ($) | 9,755 |
| 401(k) Company Match ($) | 23,000 |
| Dividends on Restricted Shares ($) | 30,031 |
| Other Compensation ($) | 3,000 |
Notes:
- EICP allocations are from a pool equal to 1.75% of insurance subsidiaries’ combined pre-tax statutory net income ($47.6m in 2024) .
- Company matches on EICP and 401(k) shown above .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense | 100% | $62.3m | $86.4m | 139% of target | Paid for 2024 performance |
Bonus opportunity parameters (CFO):
- Threshold: 30% of salary; Target: 60%; Maximum: 90% .
Actual 2024 non-equity incentive paid (CFO): $375,300 .
Actual 2023 non-equity incentive paid (CFO): $0 .
Long-Term Incentives (Structure and 2024 Grants)
| Item | Detail |
|---|---|
| Plan | Amended & Restated 2018 LTIP (time-based RS and performance-based RS) |
| Performance Metrics | 3-year Relative TSR (40%); 3-year Average Combined Ratio (60%) |
| Payout Range | 0%–200%; TSR capped at 100% if absolute TSR is negative |
| Vesting | Performance shares cliff vest after 3 years; time-based vest 30%/30%/40% annually |
| 2024 CFO Grant | Time-based: 2,103 sh; Performance-based: 2,442 sh; Total value $400,000 |
| Time-based Vesting Dates | 30% on 2/27/2025; 30% on 2/27/2026; 40% on 2/27/2027 |
2022–2024 Performance Cycle Outcome (granted 2/23/2022):
| Metric | Target Framework | Actual Outcome | Payout |
|---|---|---|---|
| Combined Ratio (60%) | Target 96.7% with payout schedule; threshold 103.0% (50%); max <94.6% (200%) | 3-yr average 102.0% | 58% (CR component) |
| Relative TSR (40%) | Percentile schedule; threshold 30th percentile (50%); below threshold 0% | 22nd percentile (16% absolute TSR) | 0% (TSR component) |
| Total (weighted) | — | — | 34.8% |
CFO shares earned vs target (2022 grant): Target 2,424; Actual 901; Forfeited 1,523 .
Projected outcomes at 12/31/2024:
- 2024 grant projected payout 60%; 2023 grant projected payout 0% (subject to final results at end of performance periods) .
Restricted Stock vested in 2024 (CFO): 3,380 shares; value realized $289,188 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (CFO) | 20,937 shares; 0.1% of class |
| Unvested Restricted Stock by Grant | 847 (2022 time-based); 2,424 (2022 perf-based); 1,357 (2023 time-based); 2,269 (2023 perf-based); 2,103 (2024 time-based); 2,442 (2024 perf-based) |
| Options | None held or exercised in 2024; no options outstanding for NEOs |
| Stock Ownership Guidelines | 3x base salary for executive officers; all NEOs currently meet |
| Hedging/Pledging | Prohibited by insider trading policy; insider sales mandated through pre‑approved plans |
Equity plan capacity: 306,609 shares remaining available under the 2018 LTIP as of 12/31/2024 .
Employment Terms
| Provision | CFO Terms |
|---|---|
| Contract | Renewed annually; current term through 12/31/2025 |
| Severance (no CIC) | Lump sum equal to remaining term base salary; vesting of unvested RS not granted during year of termination; life/health benefits for remaining term |
| Change of Control | Double-trigger vesting; severance equal to 3x (base salary + most recent annual bonus) plus 3 years of life/health benefits; equity awards accelerate; annual incentive deemed at target for current period |
| Clawback | Adopted Aug 2023; recovery required for Big R and little r restatements per Section 10D and Nasdaq standards |
| Tax Gross-ups | No excise tax gross-ups in change-of-control |
| Non-compete/Non-solicit | Included in employment agreements |
Estimated incremental payments at 12/31/2024 (CFO):
- Change in Control + termination: $2,666,989 (includes accelerated equity of $942,805; annual incentive at target $270,000; 3x cash multiple $1,350,000; life/health $104,184) .
- Involuntary termination without cause: $1,053,025 (includes remaining term salary $450,000; accelerated equity $568,297; life/health $34,728) .
- Resignation for Good Reason: $484,728 (cash and benefits; equity forfeited per plan) .
- Termination for Cause: $121,182 (limited salary/benefits) .
- Death/Disability: $1,427,533 (includes unvested equity value and benefits per plan) .
Performance & Track Record
| Indicator | 2024 Company Data |
|---|---|
| Direct Written Premiums growth | +20.4% |
| Policy counts | +8.5% |
| Average premium per policy | +10.9% |
| Combined Ratio | 101.1% |
| Operating EPS (non‑GAAP) | $4.16 |
| EBIT (as defined) | $86.4m |
| TSR | 1-year 13%; 3-year 11%; 5-year 11% |
| Say-on-Pay approval (2024 vote) | 97.7% |
Compensation Structure Analysis
- 2024 bonus funded at 139% of target on $86.4m EBIT vs $62.3m target, after a zero payout year in 2023; indicates high pay-for-performance sensitivity to core profitability metric .
- LTI mix emphasizes performance shares (55% of 2024 LTIs), with stringent metrics (relative TSR and combined ratio) and a stockholder-friendly TSR cap if absolute TSR is negative; 2022–2024 cycle paid 34.8%, reflecting below-threshold TSR and elevated combined ratio, reinforcing alignment .
- No options outstanding and prohibition on hedging/pledging; robust ownership guidelines (3x salary) with compliance, reducing misalignment risk .
Related Party Transactions
- The company reports no related party transactions as of year-end 2024; conflicts reviewed under the code of conduct by the CFO and Audit Committee as applicable .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay support was 97.7%; Compensation Committee engages an independent consultant (Pay Governance) and benchmarks practices; core metrics include EBIT (for annual bonuses), combined ratio, and relative TSR (for LTI) .
Equity Ownership & Alignment (Detailed Unvested Breakdown)
| Grant Type | Grant Date | Unvested Shares (CFO) | Notes |
|---|---|---|---|
| Time-based RS | 2/23/2022 | 847 | 30%/30%/40% vesting through 2/23/2025 |
| Performance RS | 2/23/2022 | 2,424 | Earned shares calculated after performance period; 2022–2024 cycle paid 901 shares |
| Time-based RS | 2/22/2023 | 1,357 | 30%/30%/40% vesting through 2/22/2026 |
| Performance RS | 2/22/2023 | 2,269 | Projected payout 0% at 12/31/2024 (subject to change) |
| Time-based RS | 2/27/2024 | 2,103 | 30%/30%/40% vesting on 2/27/2025–2027 |
| Performance RS | 2/27/2024 | 2,442 | Projected payout 60% at 12/31/2024 (subject to change) |
Investment Implications
- Alignment: Strong pay-for-performance link via EBIT for annual bonuses and combined ratio/relative TSR for LTI; 2022–2024 LTI payout at 34.8% signals discipline when underwriting profitability and TSR underperform . Prohibitions on hedging/pledging and mandated use of pre-approved trading plans reduce misalignment and opportunistic selling risk .
- Retention/Change-of-Control Economics: Double-trigger severance with a 3x cash multiple for the CFO and full equity acceleration under CIC+termination could be attractive but only upon both events; annual renewal contracts with non-compete/non-solicit provisions support retention in normal course .
- Selling Pressure: Time-based RS tranches vest on 2/27/2025, 2/27/2026, and 2/27/2027, creating potential scheduled liquidity events; however, insider trading policy mandates use of pre-approved plans, which typically mitigate abrupt market impact .
- Performance Signals: 2024 bonus at 139% on EBIT outperformance and strong top-line growth (DWP +20.4%) despite a 101.1% combined ratio suggests near-term margin normalization is a focus area; LTI projections (2023 cycle at 0%, 2024 at 60%) highlight the sensitivity to sustained underwriting improvements and TSR versus peers . Beneficial ownership (20,937 shares) and guideline compliance support “skin-in-the-game” .