Ozzie A. Schindler
UNIVERSAL INSURANCE HOLDINGSAbout Ozzie A. Schindler
Ozzie A. Schindler, age 56, has served on Universal Insurance Holdings, Inc.’s board since 2007. He is a shareholder with Greenberg Traurig, LLP specializing in international tax planning, and is admitted to the Florida and New York bars. At UVE, he is designated an Audit Committee financial expert and currently chairs the Risk Committee while serving on the Audit Committee. His profile highlights regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance and administrative skills as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Insurance Holdings, Inc. | Director | 2007–present | Audit Committee member; Risk Committee Chair; designated Audit Committee financial expert |
| Universal Insurance Holdings, Inc. | Audit Committee Chair | 2014 | Led audit oversight, internal controls, and auditor engagement; Audit Committee met 8 times in 2013 |
| Universal Insurance Holdings, Inc. | Audit Committee Chair | 2015 | Audit Committee met 11 times in 2014; Schindler and Peterson designated financial experts |
| Universal Insurance Holdings, Inc. | Audit Committee member; Risk Committee Chair | 2019 | Continued audit oversight; chaired Board risk governance |
| Universal Insurance Holdings, Inc. | Audit Committee member; Risk Committee Chair | 2020 | Maintained audit and risk leadership |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Greenberg Traurig, LLP | Shareholder (Partner) | 2005–present | International tax planning; admitted in Florida and New York |
Board Governance
- Independence: The Board determined that all directors other than Messrs. Downes and Donaghy and Ms. Campos are independent under NYSE rules; Schindler is independent .
- Committee leadership: Current Audit Committee member and Risk Committee Chair; designated Audit Committee financial expert .
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all were present at the 2024 Annual Meeting .
- Executive sessions: Independent directors held 2 executive sessions in 2024 under the Lead Independent Director .
- Committee activity: Audit Committee held 6 meetings in 2024; Risk Committee held 4 meetings in 2024 .
- Governance practices: Annual evaluations of Board and committees; strong governance framework with published charters, guidelines, and Code of Conduct .
Fixed Compensation
Policy
- Annual cash retainer for independent directors: $85,000; committee chairs (Compensation, Investment, Nominating & Governance, Risk) receive +$15,000; Audit Chair and Lead Independent Director receive +$20,000 .
- Equity: Annual restricted stock or RSU grant at $65,000 grant date fair value for continuing non‑employee directors .
Schindler’s Director Compensation (most recent disclosed years)
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $65,005 | $65,002 |
| Total ($) | $165,005 | $165,002 |
Performance Compensation
Director equity grants are time-based, not performance-based; annual restricted stock awards vest 100% one year following grant, with dividends accruing and paid on or about delivery .
2024 Director Equity Grant Detail
| Item | Value |
|---|---|
| Shares granted (Schindler) | 3,491 restricted shares |
| Grant date fair value ($) | $65,002 |
| Vesting | 100% at one year post-grant |
| Dividend treatment | Dividends on unvested restricted stock accumulate and are paid on or about share delivery |
Other Directorships & Interlocks
No other public company directorships or interlocks are disclosed for Schindler in the proxy biography .
Expertise & Qualifications
- Audit Committee financial expert under SEC rules .
- Legal and regulatory expertise; international tax planning; admitted in Florida and New York .
- Skills emphasized: regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance .
Equity Ownership
Ownership guidelines: Non‑employee directors are expected within five years to own stock valued at least 3x the base annual cash retainer; directors may not hedge, short, trade on margin, or pledge shares .
Beneficial Ownership
| As of date | Shares beneficially owned | Percent of class | Notes |
|---|---|---|---|
| April 10, 2023 | 56,856 | <1% | Includes options to purchase 20,000 shares and 5,337 time‑vested restricted shares |
| April 14, 2025 | 35,562 | <1% | Includes 3,491 time‑vested restricted shares |
Insider trades (Form 4, 2023–2025)
| Transaction date | Type | Shares | Price ($) | Post-transaction ownership | Source |
|---|---|---|---|---|---|
| 2023-06-20 | Award (A) | 4,005 | 0.00 | 40,861 | https://www.sec.gov/Archives/edgar/data/891166/000089116623000070/0000891166-23-000070-index.htm |
| 2024-06-13 | Award (A) | 3,491 | 18.62 | 44,352 | https://www.sec.gov/Archives/edgar/data/891166/000089116624000044/0000891166-24-000044-index.htm |
| 2024-12-19 | Gift (G) | 8,790 | 0.00 | 35,562 | https://www.sec.gov/Archives/edgar/data/891166/000089116624000122/0000891166-24-000122-index.htm |
| 2025-06-12 | Award (A) | 2,404 | 0.00 | 37,966 | https://www.sec.gov/Archives/edgar/data/891166/000089116625000097/0000891166-25-000097-index.htm |
| 2025-07-28 | Award (A) | 2,824 | 0.00 | 40,790 | https://www.sec.gov/Archives/edgar/data/891166/000089116625000139/0000891166-25-000139-index.htm |
Governance Assessment
- Board effectiveness: Schindler’s dual designation as an Audit Committee financial expert and chair of the Risk Committee indicates deep oversight capabilities in financial reporting and enterprise risk, with active committee cadence (Audit: 6 meetings; Risk: 4 meetings in 2024) .
- Independence and alignment: Independent director status, stock ownership guidelines, and prohibitions on hedging/pledging support investor alignment; his beneficial ownership is below 1% but supported by regular director equity grants .
- Attendance and engagement: Board and committee attendance thresholds met by all directors; independent executive sessions (twice in 2024) under Lead Independent Director enhance oversight of management .
- Conflicts/related parties: No related‑party transactions disclosed for Schindler; broader company disclosures note family employment ties for other directors/executives, but none involve Schindler .
- Compensation signals: Director pay structure is stable and modest, with consistent cash retainer plus chair fee and a standardized annual RSU grant vesting after one year; no performance‑linked pay for directors, reducing incentive risk .
- Say‑on‑pay context: Company’s NEO say‑on‑pay received ~95% approval at the 2024 Annual Meeting after program revisions, indicating broader governance and pay support from shareholders .
- Tenure risk: Long tenure (since 2007) can pose entrenchment risk; mitigated by annual Board/committee evaluations and ongoing refreshment evidenced across proxies .