Kimberly D. Campos
Chief Administrative Officer and Chief Information Officer at 
UNIVERSAL INSURANCE HOLDINGS
UNIVERSAL INSURANCE HOLDINGSExecutive
Board
About Kimberly D. Campos
Kimberly D. Campos, age 47, is Chief Administrative Officer and Chief Information Officer and has served as a director of Universal Insurance Holdings (UVE) since 2017. She joined UVE in 2007, moved from IT audit leadership into CIO (Feb 2015) and CAO (Jun 2015), bringing deep expertise in information technology, risk management, regulatory compliance, and operational efficiency; she currently serves on the Board’s Risk Committee . Company performance metrics relevant to her incentives emphasize long-term adjusted book value per share growth; 2024 PSU grants are tied to a three-year BVPS growth target range with threshold/target/max set at 5% / 10–25% / 50% and vest after the fiscal 2026 performance period; the company certified 15.7% adjusted BVPS growth for the prior (2022) PSU cycle, paying 138% of target for applicable NEOs . As an employee-director, she is not deemed independent; nine of twelve director nominees are independent, with a Lead Independent Director overseeing executive sessions and independent committee chairs across Audit, Compensation, and Nominating & Governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Insurance Holdings (UVE) | Chief Information Officer | Feb 2015–present | Led IT and cybersecurity; strengthened IT general controls, deployment of new applications; improved operational efficiencies and compliance . |
| Universal Insurance Holdings (UVE) | Chief Administrative Officer | Jun 2015–present | Oversight of administrative operations, risk awareness training, regulatory compliance enhancements . |
| Universal Insurance Holdings (UVE) | IT Audit Director; IT Manager (Internal Audit) | ~2007–2015 | Managed IT general controls reviews, security/risk training, ensuring ongoing regulatory compliance . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 315,000 | 340,000 | 373,654 (paid); contract base $375,000 |
| Bonus ($) | 100,000 | 100,000 | — |
| All Other Compensation ($) | 27,294 | 74,611 | 26,073; medical/dental $7,726, life/disability/other $8,932, auto allowance/related $9,415 |
Notes:
- 2024 base salaries set by employment agreements; Ms. Campos’s contract base is $375,000, up ~10% vs 2023, reflecting performance and internal pay equity .
Performance Compensation
Annual Cash Incentive
| Element | Threshold | Target | Maximum | 2024 Actual Payout |
|---|---|---|---|---|
| Annual Cash Incentive ($) | 93,750 | 125,000 | 156,250 | 128,957 |
- Paid based on Company and individual performance objectives; pro rata payout upon certain terminations .
Long-Term Equity (RSUs and PSUs)
| Grant Year | Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Weighting | Vesting | Performance Metric / Curve |
|---|---|---|---|---|---|---|---|
| 2024 | RSU | 3/27/2024 | 3,754 | 75,005 | 50% of LTI | 1/3 annually on Mar 27, 2025–2027 | Time-based only |
| 2024 | PSU | 3/27/2024 | Target 3,754; Thr 2,816; Max 4,693 | 75,005 | ≥50% of LTI | 3-year performance period through FY2026 | 3-yr adjusted BVPS growth: Thr 5%; Target 10–25%; Max 50% with Ms. Campos’s PSU payout curve 75%/100%/125% of target |
Additional context:
- Dividend equivalents accrue on RSUs/PSUs and are paid in cash only upon vesting with share delivery or cash settlement .
- Company certified 15.7% adjusted BVPS growth for 2022 PSU cycle, paying 138% of target to applicable NEOs (Donaghy, Downes); Ms. Campos’s 2024 PSU cycle is distinct and runs through fiscal 2026 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Common) | 7,872 shares as of April 14, 2025 (<1% of class) . |
| Prior Year Beneficial Ownership | 4,404 shares as of April 15, 2024 (<1% of class) . |
| Options | None outstanding for Ms. Campos . |
| Unvested RSUs | 3,754 units (market value $79,059); 1,666 units (market value $35,086) as of 12/31/2024 . |
| Unearned PSUs | 4,693 units (payout value $98,835) as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging/shorting, trading on margin, or pledging) . |
| Ownership Guidelines | Formal guidelines apply to non-employee directors (3x cash retainer) and CEO/Executive Chairman (3x salary); no specific guideline disclosed for Ms. Campos . |
| Director Compensation | As an employee-director, Ms. Campos receives no additional Board fees or equity beyond her NEO program . |
Insider selling pressure observations:
- 2023 RSUs for certain NEOs were cash-settled, reducing potential open-market selling upon vest; Ms. Campos’s 2023 RSUs were cash settled at $16.13 on 12/18/2023 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Amended and restated effective Jan 1, 2024; continues through Dec 31, 2025 unless earlier terminated . |
| Base Salary | $375,000 per year; subject to Compensation Committee adjustment on CEO recommendation . |
| Annual Incentive | Threshold $93,750; Target $125,000; Max $156,250; based on Company/individual objectives . |
| LTI Awards | Target value $150,000 annually; ≤50% RSUs (time-based), ≥50% PSUs (performance-based) with 3-year performance period; PSU vesting curve 75%/100%/125% for threshold/target/max . |
| Termination (Without Cause) | Lump-sum equal to 50% of annual base salary + cost of 6 months COBRA; pro rata annual bonus based on actual Company performance; equity (RSUs/PSUs) fully vest at termination, PSUs at target; release required . |
| Death/Disability | Lump-sum unpaid salary through end of month of death/disability; equity values per table . |
| Change-in-Control | Company practice prohibits single-trigger cash payments/tax gross-ups; equity treatment shown in potential payments table (PSUs at target, full vesting) . |
| Restrictive Covenants | Non-compete during term and 12 months post-termination; nondisparagement, nonsolicit, confidentiality . |
| Clawback | Company maintains clawback policy aligned with SEC/NYSE rules triggered by certain restatements . |
Potential Payments (as of 12/31/2024):
| Scenario | Base Salary ($) | Annual Incentive ($) | Equity ($) | COBRA ($) |
|---|---|---|---|---|
| Termination Without Cause | 186,827 | 128,957 | 193,204 | 14,077 |
| Upon Change in Control | 186,827 | 128,957 | 193,204 | 14,077 |
| Death | — | — | 158,118 | — |
| Disability | — | — | 158,118 | — |
Notes:
- Equity values reflect full vesting at termination/change-in-control with PSUs at target per agreement; company policy indicates no single-trigger cash payments .
Board Governance
- Director since 2017; current role: Director and CAO/CIO; not independent (member of management) .
- Committee service: Risk Committee member (Board structure includes Audit, Compensation, Nominating & Governance, Investment, Risk; independent chairs) .
- Lead Independent Director oversees executive sessions; nine of twelve directors are independent, supporting governance checks/balances around management directors .
- Employee-director status: no separate director compensation; independent directors receive retainers and annual restricted stock grants as per policy .
Dual-role implications:
- As a management director serving on the Risk Committee, her operational knowledge aids oversight of IT/cyber and operational risks, but independence constraints apply; Board mitigants include majority independence, LD leadership, and independent committee chairs .
Compensation Structure Analysis
- Mix shift: 2024 introduced a larger equity component for Ms. Campos ($150,010 stock awards) versus 2023 (no stock awards) and 2022 ($47,900), aligning pay with long-term performance and retention .
- LTI design: At least 50% PSUs with multi-year adjusted BVPS growth targets and capped RSUs at ≤50%, reinforcing pay-for-performance and reducing guaranteed equity .
- Governance features: No single-trigger cash change-in-control payments or tax gross-ups; prohibition on hedging/pledging; clawback policy in place .
- Base salary increase: ~10% increase to $375,000 in 2024 reflecting performance and internal equity; CEO/Executive Chairman unchanged since 2021, indicating disciplined cash philosophy .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay received 95% approval, indicating strong shareholder support for NEO compensation design and outcomes .
Equity Ownership & Alignment Details
| Item | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (Common Shares) | 4,404 | 7,872 |
| Unvested RSUs (#, Market Value $) | 1,666; $35,086 | 3,754; $79,059 |
| Unearned PSUs (#, Payout Value $) | 4,693; $98,835 | 4,693; $98,835 |
| Options (Exercisable/Unexercisable) | — / — | — / — |
Policy alignment:
- No hedging, margin trading, or pledging permitted; director ownership guidelines apply to non-employee directors, CEO, Executive Chairman; Ms. Campos’s compliance measured via NEO program rather than director retainer benchmarks .
Employment Terms Summary (Key Levers)
- Severance multiple: 0.5x base salary (cash), plus 6 months COBRA; pro rata annual bonus based on actual Company performance; equity vests at target upon termination/change-in-control .
- Non-compete: 12 months post-termination; nonsolicit/confidentiality/nondisparagement included .
- LTI cadence: Annual grants with three-year PSU performance cycle and annual RSU tranches .
Investment Implications
- Alignment: Elevated 2024 equity grants with ≥50% PSUs tied to three-year adjusted BVPS growth strengthen pay-performance linkage; PSU curve (75%/100%/125%) moderates upside risk for non-CEO NEOs .
- Retention/pressure: RSU tranches vesting annually (2025–2027) and full vesting upon certain terminations support retention; cash settlement of 2023 RSUs reduced selling pressure; 2024 actual bonus paid ($128,957) signals operational goals achievement .
- Governance risk: Management-director status is balanced by majority independent board, LD role, independent committee chairs, and policies (no single-trigger cash CIC, clawback, no hedging/pledging) mitigating independence concerns .
- Ownership trend: Increase in beneficial ownership from 4,404 (2024) to 7,872 (2025) indicates net accumulation and improved alignment; no option overhang for Ms. Campos .
- Downside protection: Modest severance (0.5x) and absence of tax gross-ups limit change-in-control cash risk; equity acceleration at target is standard but constrained by PSU design, reducing windfall risk .