Marlene M. Gordon
UNIVERSAL INSURANCE HOLDINGSAbout Marlene M. Gordon
Independent director at Universal Insurance Holdings (UVE) since 2020; age 58. Senior Vice President, Chief Legal Officer, and Corporate Secretary at Panera Brands, Inc. since 2022; prior legal leadership roles at Del Monte Fresh Produce, Bacardi U.S.A., and Burger King Corporation, with a track record of governance and compliance leadership. Tenure on UVE’s board: 5 years as of 2025; identified as independent and serves on the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Del Monte Fresh Produce Company | SVP, Chief Administrative Officer, General Counsel and Corporate Secretary; previously Chief Legal, Compliance & Communications Officer and Secretary | 2018–2022 | Led legal, compliance, communications; governance leadership |
| Bacardi U.S.A., Inc. | Vice President, General Counsel (North America); Global Chair for Bacardi’s Women-In-Leadership Program | ~6 years | Chaired global women’s leadership initiative to drive top/bottom-line growth |
| Burger King Corporation | Vice President, Assistant General Counsel, Marketing and Intellectual Property; Chair of Women’s Leadership Forum | 14 years | Chaired internal leadership forum; corporate legal leadership |
External Roles
| Organization | Role | Since/Period | Notes |
|---|---|---|---|
| Panera Brands, Inc. (Panera Bread, Caribou Coffee, Einstein Bros. Bagels) | Senior Vice President, Chief Legal Officer, and Corporate Secretary | Since 2022 | Corporate legal and governance leadership at large multi-brand restaurant platform |
No other public-company directorships are disclosed in UVE’s proxy materials for Gordon .
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (“I” designation) |
| Board committees (Gordon) | Nominating & Governance Committee – Member |
| Committee chairs (board-wide) | Nominating & Governance: Chair – Scott P. Callahan; Compensation: Chair – Michael A. Pietrangelo; Audit: Chair – Richard D. Peterson; Investment: Chair – Jon W. Springer; Risk: Chair – Ozzie A. Schindler |
| Board/committee meeting activity (2024) | Board: 4 meetings; Audit: 6; Compensation: 3; Nominating & Governance: 8; Investment: 3; Risk: 4 |
| Attendance | All directors attended ≥75% of Board and committee meetings; all directors present at 2024 Annual Meeting |
| Lead Independent Director | Michael A. Pietrangelo; independent directors appoint LID; chairs executive sessions without management |
| Director stock ownership guidelines | Non-employee directors expected to own ≥3× annual cash retainer within five years; no hedging, shorting, margin trading, or pledging permitted |
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $85,000 | Independent director cash retainer |
| Committee chair fees | N/A | Gordon is not a committee chair; chair fees: $15,000 (Comp/Investment/N&G/Risk); $20,000 (Audit, Lead Independent Director) |
| Meeting fees | None disclosed | No per-meeting fees disclosed for directors |
| Total cash (Gordon) | $85,000 | Director Summary Compensation Table (FY2024) |
Performance Compensation
| Equity Award Type | Grant Date Fair Value | Shares Granted | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (annual) | $65,002 | 3,491 | 100% one year following grant date | Granted on date of each annual shareholder meeting to continuing non-employee directors |
| Options/PSUs | None disclosed | — | — | Company did not grant stock options/SARs in 2024 (executive disclosure context); no director options disclosed |
Director equity awards for Gordon in 2024: Stock Awards $65,002; total director compensation $150,002 (cash $85,000 + equity $65,002) .
Other Directorships & Interlocks
- No public-company board service by Gordon is disclosed in UVE’s 2025 proxy; principal occupation is Panera Brands CLO/Corporate Secretary (corporate role, not a UVE competitor/supplier) .
- No disclosed interlocks or shared directorships creating conflicts at UVE .
Expertise & Qualifications
- 25+ years as corporate legal counsel in consumer and service industries; compliance and corporate governance expertise .
- Leadership in diversity and women’s leadership initiatives (Bacardi Women-In-Leadership; Burger King Women’s Leadership Forum) .
- Senior legal executive for large multi-brand food-service platform (Panera Brands) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 19,833 |
| Percent of class | * (below 1.0%) |
| Unvested restricted stock included | 3,491 time-vested restricted shares |
| Hedging/pledging policy | Directors may not hedge, short, trade on margin, or pledge UVE shares |
| Ownership guideline | ≥3× annual cash retainer within five years of joining board |
Governance Assessment
- Independence and committee focus: Gordon is independent and serves on Nominating & Governance—appropriate given her legal/compliance background; enhances board refreshment, evaluation, and governance oversight .
- Attendance and engagement: Board and committees met regularly in 2024; all directors met the ≥75% attendance threshold and attended the annual meeting—supports engagement and effectiveness .
- Alignment and incentives: Mix of cash retainer and annual restricted stock (time-based, 1-year vest) aligns director interests with shareholders without encouraging excessive risk; prohibited hedging/pledging strengthens alignment .
- Conflicts/related parties: Company discloses related party employment connections for certain directors’ family members, but none involve Gordon; no family relationships among current executive officers/directors; mitigated via Code of Conduct and Audit Committee oversight—a positive signal .
- RED FLAGS: None disclosed for Gordon (no pledging, no related-party transactions, no attendance issues) .
Director nominees are elected annually; majority voting with resignation policy for failures to achieve majority support; strong independent leadership via Lead Independent Director and independent committee chairs—overall governance framework supports investor confidence .