Francis X. McCahill, III
UNIVERSAL INSURANCE HOLDINGSAbout Francis X. McCahill, III
Independent director at Universal Insurance Holdings, Inc. (UVE) since 2021; age 77. Began his insurance career in 1972 at Frank B. Hall; later led corporate risk management at Bristol Myers‑Squibb, Norton Simon, and Harris Corporation; Vice President at Johnson & Higgins from 1989; founder, President and CEO of Homeowners Choice, Inc. and founder of Cypress Underwriters, bringing deep homeowners insurance and risk management expertise to UVE’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frank B. Hall (Wall Street brokerage) | Junior Account Executive, Marine Insurance | 1972 | Early-career insurance exposure |
| Bristol Myers‑Squibb; Norton Simon, Inc.; Harris Corporation | Corporate Risk Management (Worldwide) | Not disclosed (prior to 1989) | Led enterprise risk management at Fortune 500 multinationals |
| Johnson & Higgins, Inc. | Vice President | 1989 onward (exact end date not disclosed) | Reinsurance/brokerage leadership experience |
| Cypress Underwriters | Founder, Regional P&C Managing General Agency | Not disclosed | Built MGA capabilities |
| Homeowners Choice, Inc. | Founder, President & CEO | Not disclosed | Operated Florida homeowners insurer; homeowners insurance expertise |
External Roles
- No current public company directorships disclosed for Mr. McCahill in UVE’s proxy materials; prior external operating roles noted above .
Board Governance
- Committee assignments: Member, Investment Committee; not a chair of any committee .
- Independence: Identified as an independent director (“I” in committee matrix); UVE reports nine of 12 nominees are independent .
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings and were present at the 2024 annual meeting. Independent directors held two executive sessions in 2024 chaired by the Lead Independent Director (Michael A. Pietrangelo) .
- Years of service: Director since 2021 .
- Lead independent director and executive sessions: Lead Independent Director appointed by independent directors; two executive sessions in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for independent directors |
| Committee chair fee | $0 | Not a chair (committee chairs receive $15,000; Audit Chair and LID receive $20,000) |
| Meeting fees | $0 | Not disclosed; compensation structured via retainers and equity |
| Total cash (2024) | $85,000 | As reported in Director Summary Compensation Table |
Performance Compensation
| Equity Award (2024) | Grant date | Shares/Units | Grant date fair value | Vesting | Dividends |
|---|---|---|---|---|---|
| Restricted Stock (RS) | June 13, 2024 (annual meeting date) | 3,491 | $65,002 | 100% vest one year from grant | Accrue and paid upon vest/delivery |
- Design: Non‑employee directors receive annual RS/RSU grants with $65,000 grant date fair market value; awards are time‑based with no performance metrics .
Other Directorships & Interlocks
| Organization | Role | Interlock/Overlap | Current? |
|---|---|---|---|
| Homeowners Choice, Inc. | Founder, President & CEO | Florida homeowners insurance operating experience (no current UVE interlock disclosed) | Not disclosed as current in proxy |
Expertise & Qualifications
- Homeowners insurance industry operator; risk management leader for Fortune 500 multinationals; brokerage/reinsurance background (Johnson & Higgins); founder/CEO experience at a Florida homeowners insurer. Board brings homeowners insurance and ERM perspective aligned to UVE’s strategy and risk profile .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Class | Notable Holdings Detail |
|---|---|---|---|
| April 15, 2024 | 17,342 | * (below 1%) | Includes 4,005 unvested restricted shares |
| April 14, 2025 | 20,833 | * (below 1%) | Includes 3,491 unvested restricted shares |
- Stock ownership guidelines: Each non‑employee director must own ≥3× annual cash retainer within five years of joining; hedging, shorting, options trading, margin, and pledging are prohibited .
- Vested vs. unvested: As of Dec 31, 2024, non‑employee directors held 3,491 unvested RS; Mr. McCahill’s beneficial ownership footnote confirms RS included .
Governance Assessment
- Committee effectiveness: Investment Committee met 3 times in 2024; Mr. McCahill’s operational insurance background is relevant to investment oversight in a P&C insurer with significant invested assets .
- Independence and attendance: Independent status and Board‑wide ≥75% meeting attendance are positives for board effectiveness; independent executive sessions maintained governance hygiene .
- Ownership alignment: Holds UVE shares with ongoing RS grants; subject to director ownership guidelines and anti‑hedging/pledging rules—supports alignment .
- Related‑party exposure (RED FLAG): His son, Sean McCahill, is Vice President at Clovered (wholly‑owned subsidiary) with base salary $235,000 and received $429,100 in 2024 (salary, bonus, equity grant, benefits). UVE discloses and requires disinterested Board approval per Code; still a related‑party risk that warrants monitoring for independence and oversight in matters touching Clovered .
- Shareholder signals: Say‑on‑Pay improved to ~95% approval at 2024 annual meeting after program changes, indicating stronger investor confidence in compensation governance; continued annual say‑on‑pay adopted .
Appendices
Committee Meetings Context
| Committee | 2024 Meetings | Chair |
|---|---|---|
| Investment | 3 | Jon W. Springer |
| Audit | 6 | Richard D. Peterson |
| Risk | 4 | Ozzie A. Schindler |
| Compensation | 3 | Michael A. Pietrangelo |
| Nominating & Governance | 8 | Scott P. Callahan |
Notes: Mr. McCahill serves on the Investment Committee (member, not chair) .
Director Compensation Policy Highlights (Non‑Employee Directors)
- Annual cash retainer: $85,000 .
- Chair retainers: $15,000 for Compensation, Investment, Nominating & Governance, Risk; $20,000 for Audit Chair; $20,000 for Lead Independent Director .
- Equity grant: $65,000 in restricted stock/RSUs at each annual meeting; 100% vest after one year; dividends accrue and are paid at vesting/delivery .
- Ownership guidelines: ≥3× annual cash retainer within five years; no hedging/pledging/margin/options trading .
Biographical Reference
- “Francis X. McCahill, III became a director of the Company in 2021... founder, President and CEO of Homeowners Choice, Inc.... broad knowledge of homeowners insurance and risk management” .