Deborah Gray
SAFETY INSURANCE GROUPAbout Deborah E. Gray
Deborah E. Gray, age 61, has served as an independent director of Safety Insurance Group, Inc. since March 24, 2022 and is nominated for a new three-year term ending at the 2028 annual meeting. She serves on the Compensation Committee and the Nominating & Governance Committee; her background is 30+ years as General Counsel and senior corporate counsel with expertise in M&A, SEC/NYSE reporting, compliance, employment law, data privacy/security, and corporate governance. She holds a B.A. from Colby College and a J.D. from Boston College Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acquia, Inc. (SaaS) | Vice President, General Counsel & Secretary | Oct 2011–Dec 2013 | Built global legal, data security, corporate compliance; led M&A, commercial, licensing, corporate governance |
| Charles River Laboratories International | Corporate counsel; Chief Employment Counsel (from 2006) | 2002–2011 | Corporate, licensing, employment law; SEC/NYSE reporting/compliance; corporate governance; M&A; employment law oversight across US/Canada/Japan/China/India/Europe |
| Sapient Corporation (public) | Vice President, General Counsel & Assistant Secretary | Not disclosed | Executive team member; public company governance and legal leadership |
| Harcourt General (public) | Senior Corporate & SEC Counsel | Not disclosed | SEC compliance and corporate work at public company |
| WilmerHale | Junior Partner (M&A/IPO/SEC compliance) | Early career | Specialized in M&A, IPOs, SEC compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Achievement Network (non-profit ed/tech) | Vice President & General Counsel | Since 2014 | Leads legal, data privacy/security, compliance initiatives |
| The Home for Little Wanderers (non-profit) | Board member | Not disclosed | Co-chaired Nominating & Governance; chaired Risk Management Committee |
| Colby College | Trustee (prior) | Not disclosed | Prior appointment |
| Boston Symphony Orchestra | Overseer (prior) | Not disclosed | Prior appointment |
Board Governance
- Independence: The Board determined Deborah E. Gray is independent under NASDAQ and SEC rules; all committees she serves on are composed solely of independent directors .
- Committee assignments: Member, Compensation Committee (Chair: Dennis J. Langwell); Member, Nominating & Governance Committee (Chair: Mary C. Moran). Gray is not a chair of any committee .
- Attendance and engagement: In 2024, the Board held 5 meetings; Audit, Compensation, N&G, and Investment Committees each met 4 times. All incumbent directors attended 100% of Board and committee meetings held while members in 2024; executive sessions were held each quarter without management .
- Leadership structure: CEO also serves as Chairman; Board has a Lead Independent Director with defined authorities (e.g., presiding over executive sessions, approving agendas, calling meetings of independent directors) .
- Governance practices: Majority vote standard; independent-only key committees; robust director stock ownership guidelines; mandatory retirement at 75; no poison pill .
Fixed Compensation
| Component (2024) | Deborah Gray | Notes |
|---|---|---|
| Annual cash retainer ($) | $95,000 | Non-management director retainer paid quarterly |
| Committee chair fees ($) | $0 | Chairs receive: Audit $17,500; Compensation $12,500; N&G $12,500; Gray is not a chair |
| Lead Independent Director premium ($) | $0 | LID premium $25,000; Gray is not LID |
| Meeting fees ($) | Not disclosed | Company may pay expenses; fixed attendance fees permitted by bylaws, but none disclosed beyond retainer |
2024 total fees and awards:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Deborah E. Gray | 95,000 | 85,610 | – | 180,610 |
Performance Compensation
Directors receive equity grants, not performance-conditioned awards; Gray received 1,000 shares on Feb 27, 2024 (grant-date fair value $85,610). As of Dec 31, 2024, no non-employee directors held unvested stock awards or unexercised stock options (implying time-based vesting with no outstanding unvested awards at year-end) .
Company executive LTI metrics (for context; directors do not participate):
| Metric | Threshold | Target | Max | Weighting/Notes |
|---|---|---|---|---|
| 3-year Combined Ratio (2022–2024) | 103.0% → 50% payout | 96.7% → 100% payout | 94.6% → 200% payout | Weighted with TSR; peer comparisons used |
| Relative 3-year TSR percentile (vs. peer group) | 30th → 50% payout | 50th → 100% payout | 90th → 200% payout | Weighted with Combined Ratio; peer group listed |
Clawback and trading restrictions (executives and directors):
- Clawback: Adopted Aug 2023; recovery mandated for “Big R” and “little r” restatements under Section 10D/Nasdaq; applies to current/former Section 16 officers (directors subject to insider policy below) .
- Hedging/Pledging: Insider trading policy prohibits hedging and pledging by executives and Directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current) | Not disclosed; biography lists corporate roles rather than current public company directorships |
| Compensation Committee interlocks (2024) | None; Compensation Committee (Langwell, Gray, Meehan) comprised of independent non-employee directors with no interlocking relationships |
Expertise & Qualifications
- Legal and regulatory: Deep experience in corporate governance, SEC/NYSE reporting, M&A, compliance, employment law, and data privacy/security from roles at WilmerHale, Sapient, Harcourt, Charles River Labs, and Acquia .
- Board skill matrix: Proxy’s skills matrix highlights categories including legal/regulatory, public company experience, risk management/ESG, independence, and technology/information security among director competencies; Gray is indicated among directors contributing to these areas .
- Industry breadth: Corporate counsel roles across life sciences, SaaS, and technology professional services; nonprofit governance experience with risk/N&G committee leadership .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 17, 2025) | 4,000 |
| Ownership as % of class | 0.0% (of 14,893,703 shares) |
| Vested vs unvested | As of Dec 31, 2024, no unvested stock awards or options held by non-employee directors |
| Hedging/Pledging | Prohibited by insider trading policy (executives and Directors) |
| Director stock ownership guideline | 4× annual cash retainer; must meet within 5 years of becoming director |
| Compliance status | All directors except recently appointed Mr. Farina, Ms. Gray, and Mr. Langwell meet guideline; Gray progressing toward compliance within five-year window |
Governance Assessment
- Positives: Independent status; 100% Board/committee attendance in 2024; service on Compensation and Nominating & Governance Committees; strong legal/regulatory and data privacy/security expertise; no related-party transactions reported for 2024; no compensation committee interlocks; anti-hedging/pledging policy supports alignment .
- Alignment: Holds 4,000 shares; directors subject to a 4× retainer stock ownership guideline, with five-year compliance window; Gray is within the window and progressing toward compliance .
- Watch items / potential investor confidence signals: Combined CEO/Chair structure relies on Lead Independent Director safeguards; monitor Gray’s progress to meet ownership guideline; continue to monitor for any related-party exposure given external non-profit GC role (none disclosed in 2024) .
Net takeaway: Gray’s legal/governance skillset, independent status, and perfect attendance support Board effectiveness; ownership is currently below guideline but within mandated window, with anti-hedging/pledging controls and no interlocks or related-party transactions disclosed—overall supportive of investor confidence with a near-term focus on guideline compliance .