Loreen Spencer
About Loreen Spencer
Loreen Spencer, 59, is an independent director of Superior Group of Companies (SGC) and Chair of the Audit Committee. A Certified Public Accountant, she spent 29 years at Deloitte & Touche LLP as an Audit Partner (1987–2016) and holds both a B.S. in Accounting and a Master of Accounting from the University of Florida. She is designated by SGC’s Board as an “audit committee financial expert,” reflecting deep accounting and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | 1987–2016 | Led audits for Florida-based companies; senior audit leadership |
| Goodwill Industries Suncoast | Board Member (Chair for two years) | 1998–2016 | Governance oversight and community leadership |
| St. John’s Episcopal Parish Day School | Board of Trustees | 2011–2016 | Education governance |
| University of Florida Fisher School of Accounting Advisory Board | Advisory Board Member | 2000–2014 | Academic advisory; accounting program support |
| Gift of Adoption Florida Chapter | Founding Board Member; Board Chair | 2002–2024 | Non-profit leadership; recognized as “Angel in Adoption” (2015) |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Raymond James Bank (subsidiary of Raymond James Financial, NYSE: RJF) | Director; Audit & Risk Committee Chair | Subsidiary of public company | Audit & Risk Chair since 2017 |
| Exzeo Group, Inc. | Director; Audit Committee Chair | Private | Audit Chair since 2020 |
| HCI Group, Inc. (NYSE: HCI) | Former Director | Public | Audit and Compensation Committees |
Board Governance
- Committee assignments: Audit Committee Chair; members alongside Paul Mellini and Venita Fields; Spencer qualifies as the Board’s “audit committee financial expert” and is independent per Nasdaq and SEC rules .
- Independence: Board determined Spencer (and all members of Audit, Compensation, and Corporate Governance Committees) are independent .
- Attendance and engagement: Board met 4 times in 2024; Audit Committee met 6 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: CEO also serves as Chair; Board mitigates with a Lead Independent Director (Paul Mellini) with defined responsibilities including executive sessions and evaluation processes .
- Audit Committee report: Spencer co-signed the committee’s annual report recommending inclusion of audited financials in the 2024 Form 10-K and affirming auditor independence oversight .
- Stock ownership guidelines: Independent directors must hold at least $200,000 of SGC stock within five years of guideline adoption/appointment; enforcement at CGN&E Committee’s discretion .
- Insider trading policy: Prohibits hedging/monetization transactions for directors and certain related persons; pre-clearance required for trades; policy filed as Exhibit 19.1 to 2024 Form 10-K .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (as of May 9, 2024) | $45,000 | Paid in equal quarterly installments |
| Committee Retainer (non-chair): Audit | $6,000 | Not applicable when serving as chair; chair premium replaces member retainer |
| Chair Premium: Audit Committee | $14,000 | In lieu of non-chair committee retainer |
| Director Options (annual grant) | 2,750 options | Exercise price $19.91; vests 2 years; 10-year term |
| Director Restricted Stock (2024 grant) | $75,000 | Granted to non-lead independent directors; granted in May starting 2024 |
| 2024 Director Compensation – Loreen Spencer | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Amounts (2024) | $55,750 | $74,981 | $24,833 | $155,564 |
Performance Compensation
- SGC does not tie director compensation to performance metrics; director equity is time-based restricted stock and annual options with standard vesting (restricted stock typically vests 3 years; 2024 grant vests May 8, 2026; options vest after 2 years) .
- No director-specific performance goals (EBITDA, TSR, ESG) are disclosed for director pay; performance-based shares apply to executives, not directors .
| 2024 Equity Grant Details – Loreen Spencer | Type | Shares/Units | Grant Date | Vesting | Terms |
|---|---|---|---|---|---|
| Restricted Stock | Common shares | 3,766 | May 9, 2024 | Vests May 8, 2026 if still serving on Board; accelerated vesting under certain circumstances | |
| Stock Options | Options | 2,750 | May 9, 2024 | Vests 2 years from grant; exercise price $19.91; 10-year expiration |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | HCI Group, Inc. – prior director; committee roles included Audit and Compensation |
| Subsidiary of public company | Raymond James Bank – Audit & Risk Committee Chair (subsidiary of NYSE-listed Raymond James Financial) |
| Private companies | Exzeo Group, Inc. – Audit Committee Chair |
| Related party transactions | No related party transactions requiring disclosure from Jan 1, 2022 through the proxy date |
Potential interlocks/conflicts: None disclosed involving SGC customers/suppliers/financiers; the proxy reports no related party transactions over 2022–2025 .
Expertise & Qualifications
- CPA credential; former Deloitte Audit Partner with extensive public company audit experience .
- Board-designated audit committee financial expert; strong financial reporting and internal controls oversight .
- Industry breadth: financial services (Raymond James Bank), insurance technology (Exzeo), P&C insurance (HCI Group) .
- Recognitions: “Angel in Adoption” by U.S. Congress (2015) and Tampa Bay Lightning Community Hero (2015) .
- Education: B.S. in Accounting and Master of Accounting, University of Florida .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 7,266 |
| Percent of class | <1% (“*” in table) |
| Unvested restricted stock included | 3,766 shares (May 9, 2024 grant; vest May 9, 2027 in ownership footnote; proxy footnote specifies May 9, 2027 for table; grant footnote states vesting May 8, 2026; rely on 2024 grant footnote for vest date) |
| Options exercisable within 60 days (record date: Mar 14, 2025) | 0 (not yet vested/exercisable) |
| Outstanding director options | 2,750 (vest May 9, 2025; exercise price $19.91; expire 10 years) |
Shares pledged/hedged: Hedging/monetization transactions are prohibited under SGC’s Insider Trading Policy; no pledging disclosed for Spencer .
Governance Assessment
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Strengths
- Independent Audit Chair and SEC-designated financial expert; co-authored Audit Committee report affirming auditor independence and financial reporting integrity .
- Strong audit pedigree (Deloitte partner) and cross-industry governance roles bolster financial oversight capability .
- Board-level risk oversight: Audit handles major financial exposures and compliance; lead independent director structure provides additional check on combined CEO/Chair model .
- Ownership alignment framework: $200,000 director stock guideline, time-based equity grants; no director performance pay that could skew risk-taking .
-
Potential risks/RED FLAGS
- Combined CEO/Chair structure can weaken board independence; mitigated by a formal Lead Independent Director with robust responsibilities (executive sessions, agenda setting, evaluation leadership) .
- No director-specific attendance rate disclosed beyond ≥75%; however, board and committee meeting frequency indicates regular engagement (Board: 4; Audit: 6) .
- External roles in financial services and insurance may carry reputational/complexity risks, but no SGC-related party transactions were disclosed .
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Signals for investor confidence
- Clear independence determinations; robust audit workload; formal policies on hedging prevention; transparent director pay structure .
- Auditor ratification and Audit Committee independence affirmed; Grant Thornton fees disclosed; pre-approval controls in place .
Shareholder sentiment context: Prior say-on-pay approval was ~89.64% in 2022, indicating broad support for compensation governance at SGC (executive pay advisory vote) .