Michael A. Pietrangelo
UNIVERSAL INSURANCE HOLDINGSAbout Michael A. Pietrangelo
Michael A. Pietrangelo, age 82, has served on Universal Insurance Holdings’ (UVE) Board since 2010 and has been the Lead Independent Director since 2014. He is a lawyer admitted to the bars of New York, Tennessee, and the District of Columbia, currently of counsel to Pietrangelo Smith, PLC (since 1998), and formerly President and Managing Director of The Theraplex Company, LLC through 2020. He is considered independent under NYSE rules and brings corporate governance, legal, and financial expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pietrangelo Smith, PLC | Of Counsel | Since 1998 | Legal counsel; governance and legal expertise |
| The Theraplex Company, LLC | President & Managing Director | Through 2020 | Executive leadership; operational/financial perspective |
| MRI Interventions Inc. (public) | Director | 2010–2014 | Board oversight at a public R&D company |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Pietrangelo Smith, PLC | Of Counsel | Private | Longstanding legal practice; admitted NY, TN, DC bars |
| The Theraplex Company, LLC | President & Managing Director | Private | Skin care company; service ended 2020 |
| MRI Interventions Inc. | Director | Public | Prior public board service (2010–2014) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Lead Independent Director (since 2014): Chairs executive sessions; facilitates communication with management and major shareholders; independent directors held 2 executive sessions in 2024; hotline for anonymous concerns: (877) 778-5463 .
- Independence: Determined independent under NYSE rules (majority of board independent) .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings and were present at the 2024 Annual Meeting .
- Committee activity levels: Compensation (3 meetings), Nominating & Governance (8), Audit (6), Investment (3), Risk (4) .
Fixed Compensation
| Component | Amount | Basis/Terms |
|---|---|---|
| Annual cash retainer | $85,000 | Non-employee director base retainer |
| Committee chair retainer | +$15,000 | For Compensation/Investment/Nominating/Risk chairs |
| Audit chair retainer | +$20,000 | Audit Committee chair premium |
| Lead Independent Director retainer | +$20,000 | Additional for Lead Independent Director |
| 2024 Fees paid (cash) | $120,000 | Actual cash received for 2024 |
| Equity grant (2024) | $65,002 | Restricted stock; grant-date fair value |
| RSUs granted (2024) | 3,491 shares; 1-year vest | Standard annual grant; vests 100% after 1 year |
Notes: Non-employee directors receive annual restricted stock/RSU grant valued at ~$65,000; dividends on unvested restricted stock accumulate and are paid upon vesting .
Performance Compensation
- Directors do not receive performance-based pay; equity grants for directors are time-based restricted stock/RSUs vesting after one year .
- Context on company pay-for-performance (executive program overseen by Compensation Committee chaired by Pietrangelo): annual cash incentives tied to net operating ratio, GPW growth, and qualitative performance with a stock-performance gating feature; long-term PSUs tied to 3-year adjusted book value per share growth .
| 2024 Incentive Metrics (Executives) | Threshold | Target | Max | Actual 2024 |
|---|---|---|---|---|
| Net operating ratio | 100% | 95% | 90% | 94.0% |
| GPW growth | 3.5% | 7% | 15% | 7.7% |
| Stock price performance gating | N/A | Target payout cap unless top third Russell 3000 | Enables >target payouts | Top third achieved |
| PSU metric (3-year adjusted BVPS growth) | 5% | 10–25% | 50% | 2022 PSU result: 15.7% (payout 138%) |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| MRI Interventions Inc. | Director | 2010–2014 | No current public directorship reported; no UVE interlock disclosed |
Expertise & Qualifications
- Legal and governance: Of counsel; admitted NY, TN, DC bars; corporate governance and legal experience across private and public entities .
- Board leadership: Lead Independent Director since 2014; chairs executive sessions; shareholder engagement capability .
- Compensation oversight: Chair, Compensation Committee; signed Compensation Committee Report .
Equity Ownership
| Item | Value | Detail |
|---|---|---|
| Total beneficial ownership | 83,565 shares | Includes 3,491 time-vested restricted stock awards |
| Percent of class | <1% (*) | Asterisk indicates below 1.0% |
| Unvested RSUs | 3,491 shares | Annual director grant; 1-year vest |
| Stock ownership guidelines | 3x annual cash retainer (within 5 years) | Applies to non-employee directors |
| Hedging/pledging | Prohibited for directors | No hedging, shorting, margin, or pledging allowed |
Governance Assessment
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Strengths
- Independent leadership: Lead Independent Director role with clear responsibilities; independent-only executive sessions (2 in 2024) .
- Compensation governance: Chairs a committee with strong practices (independent consultant, clawback policy, emphasis on performance-based pay for executives, no tax gross-ups, no option repricing) .
- Engagement and oversight: Active committee cadence (Compensation 3; Nominating & Governance 8); full Board attendance ≥75%; annual evaluations; shareholder hotline .
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Potential Risks/Watch Items
- Succession/tenure: At 82 and on the Board since 2010, monitor succession planning for Lead Independent Director continuity and Board refresh dynamics .
- Related-party environment: While none involve Pietrangelo, company discloses family employment relationships (CEO’s son; another director’s son) which the Board has approved; continue monitoring for conflicts, though they are managed under the Code and Audit Committee oversight .
- Structural concentration: Executive Chairman has extensive operational oversight; Board maintains independent committees, but investors may continue to assess balance between management influence and independent oversight; the Lead Independent Director role mitigates this .
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Signals affecting investor confidence
- Strong say-on-pay recovery: ~95% approval in 2024 after program revisions; indicates responsiveness to shareholder feedback—positively reflects Compensation Committee leadership .
- Prohibitions on hedging/pledging and ownership guidelines reinforce alignment; Pietrangelo’s ownership is modest (<1%), but consistent with non-employee director profile and annual RSU grants .
RED FLAGS: None disclosed specific to Pietrangelo (no related-party transactions, pledging, hedging, or attendance issues reported) .