Carol G. Barton
UNIVERSAL INSURANCE HOLDINGSAbout Carol G. Barton
Independent director at Universal Insurance Holdings, Inc. (UVE). Age 73, joined the Board in 2024 with more than 35 years in property and casualty insurance across senior leadership roles at AIG and FM Global; founder and former CEO of Strategem LLC (2019) . Independent status affirmed by the Board’s NYSE standards . Committee assignment: Nominating & Governance Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG) | President, AIG Multinational; Executive Leadership Team | Circa 2012–2019 | Led worldwide strategy and operations for multinational business in >200 territories; global risk management expertise . |
| FM Global | SVP, Underwriting & Reinsurance | Pre-2012 | Global leadership for underwriting and reinsurance across multi‑billion portfolio . |
| Strategem LLC | Founder and Former CEO | Founded 2019 | Consulting for insurance organizations and executive coaching . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Strategem LLC | Founder and Former CEO | No | Advisory and coaching services (insurance focus) . |
No other current public company directorships disclosed in UVE’s 2025 proxy .
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under NYSE rules . |
| Committees | Nominating & Governance Committee (member) . |
| Chair Roles | None disclosed for Barton; Nominating Chair is Scott P. Callahan . |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024; all attended the 2024 Annual Meeting . |
| Board Structure | 12 directors, 9 independent; Lead Independent Director: Michael A. Pietrangelo; executive sessions held twice in 2024 . |
| Committee Activity (2024) | Audit: 6; Compensation: 3; Nominating & Governance: 8; Investment: 3; Risk: 4 meetings . |
| Ownership Guidelines | Non‑employee directors expected to own ≥3x annual cash retainer within 5 years; no hedging/pledging allowed . |
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Barton) |
|---|---|---|
| Annual cash retainer | $85,000 policy for independent directors | $46,750 fees paid in cash . |
| Committee chair fee | $15,000 (Comp, Investment, Nominating & Governance, Risk) | Not applicable (not a chair) . |
| Audit Chair and Lead Director fee | $20,000 each (if applicable) | Not applicable . |
| Meeting fees | Not disclosed | Not disclosed. |
Performance Compensation
| Equity Component | Grant Date | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director equity | At each annual meeting; $65,000 grant value (restricted stock or RSUs) | Policy | $65,000 | Typically 1‑year vest | Policy disclosure; Barton joined mid‑2024. |
| 2024 stock award (Barton) | N/A | — | $0 | — | Barton held no unvested restricted stock as of 12/31/2024 . |
Director equity is time‑based; no performance metrics tied to director compensation were disclosed .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Indicator |
|---|---|---|
| None disclosed | — | No related party transactions involving Barton reported; no family relationships among current officers/directors . |
Expertise & Qualifications
- 35+ years in P&C insurance; senior underwriting, reinsurance, and multinational leadership .
- Global operating experience (AIG Multinational across >200 territories) .
- Risk management and energy insurance domain expertise .
- Governance focus through Nominating & Governance Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Carol G. Barton | — | * (<1%) | As of April 14, 2025; subject to 3x retainer ownership guideline within 5 years . |
| Hedging/Pledging | Prohibited for directors (no hedging, shorting, options trading, margin, or pledging) | — | Governance alignment controls. |
Governance Assessment
- Strengths: Independent status; deep industry and global leadership credentials; service on Nominating & Governance supports board composition, evaluations, and governance processes . Attendance standards met across the Board; executive sessions used; robust governance framework with ownership guidelines and clawback/anti‑hedging policies bolsters investor confidence .
- Alignment watchpoint: Barton reported no beneficial ownership as of April 14, 2025; monitor progress toward the 3x retainer ownership guideline over the 5‑year compliance window to strengthen “skin‑in‑the‑game” alignment .
- Conflicts: No related‑party transactions or family relationships involving Barton disclosed; low direct conflict risk from disclosed items .