Scott P. Callahan
UNIVERSAL INSURANCE HOLDINGSAbout Scott P. Callahan
Scott P. Callahan (age 71) has served as an independent director of Universal Insurance Holdings, Inc. since 2013. He brings 30+ years of property and casualty reinsurance experience, currently as President and Managing Member of SPC Global RE Advisors, LLC; previously he was Executive Vice President at Everest Reinsurance Holdings and Everest Reinsurance Company, with prior director roles at Everest subsidiaries. His board credentials center on reinsurance strategy and governance, reflected in his chairmanship of UVE’s Nominating & Governance Committee and membership on the Investment Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everest Reinsurance Holdings, Inc. | Executive Vice President | 2002–2011 | Senior leadership in global reinsurance |
| Everest Reinsurance Company | Executive Vice President; Director | EVP: 2002–2011; Director: 2001–2011 | Oversight and operations of primary reinsurance unit |
| Everest International Reinsurance, Ltd. | Director | 2003–2007 | Governance oversight for international subsidiary |
| Everest Reinsurance (Bermuda), Ltd. | Director | 2001–2007 | Governance for Bermuda platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPC Global RE Advisors, LLC | President and Managing Member | 2013–present | Consulting firm specializing in reinsurance matters |
Board Governance
- Committee roles:
- Chair, Nominating & Governance Committee; Member, Investment Committee (independent) .
- Not on Audit or Compensation Committees; Risk participation not indicated .
- Independence: Determined independent under NYSE rules; nine of twelve nominees are independent .
- Attendance and engagement:
- 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 .
- Nominating & Governance Committee held 8 meetings; Investment Committee held 3 meetings in 2024 .
- Lead Independent Director and executive sessions: Lead Independent Director (Michael A. Pietrangelo) presided over 2 executive sessions of independent directors in 2024 .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fee | Total Cash | Equity Grant (RS/RSUs) | Equity Fair Value | Total |
|---|---|---|---|---|---|---|
| 2024 | $85,000 (standard non-employee director) | +$15,000 (Nominating & Governance chair) | $100,000 | 3,491 restricted shares (time-vested) | $65,002 | $165,002 |
- Policy: On the date of each annual meeting, each continuing non-employee director is granted restricted stock/RSUs with grant-date fair value of $65,000; Audit Chair and Lead Independent Director receive $20,000 chair fees; other committee chairs receive $15,000 .
Performance Compensation
| Instrument | Grant Structure | Vesting Schedule | Performance Metrics | Dividend Treatment |
|---|---|---|---|---|
| Restricted Stock (2024) | 3,491 shares | 100% vest one year after grant | None (time-based) | Dividends on unvested awards accumulate and pay at delivery |
- No director performance-based equity awards are disclosed; annual director equity is time-based restricted stock/RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Period | Potential Interlocks |
|---|---|---|---|---|
| Everest Reinsurance Company | Subsidiary of public Everest Group | Director | 2001–2011 | None disclosed with UVE; no related-party noted |
| Everest International Reinsurance, Ltd. | Subsidiary | Director | 2003–2007 | None disclosed |
| Everest Reinsurance (Bermuda), Ltd. | Subsidiary | Director | 2001–2007 | None disclosed |
- Current public company directorships: None disclosed .
- Related-party transactions/conflicts: None disclosed for Callahan; related-party items in proxy pertain to other directors/executives (e.g., McCahill and Donaghy family members) .
Expertise & Qualifications
- Core expertise: Property & casualty reinsurance strategy and program design; investment oversight; corporate governance .
- Board roles signaling governance quality:
- Chair of Nominating & Governance Committee (oversees board composition, evaluations, director education, governance guidelines) .
- Member of Investment Committee (oversight of investment policy, advisor performance, compliance) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Scott P. Callahan | 23,869 | <1% (*) | Includes 3,491 time-vested restricted stock awards (unvested) |
- Director stock ownership guidelines: Within five years of joining the Board, non-employee directors must own shares equal to 3x annual cash retainer; no hedging, shorting, options trading, margin, or pledging permitted .
Governance Assessment
- Positives:
- Independent director with deep reinsurance expertise aligned to UVE’s risk profile; chairs Nominating & Governance and serves on Investment—key for board effectiveness and capital stewardship .
- Strong governance processes around board evaluations and director education overseen by his committee; robust meeting cadence (8 N&G meetings in 2024) suggests active oversight .
- Board-wide restrictions on hedging/pledging and ownership guidelines support alignment; director equity grants provide ongoing stake .
- Attendance and engagement thresholds met; full board presence at annual meeting enhances investor confidence .
- Watch items:
- Ownership is <1% of outstanding common stock, typical for outside directors but worth monitoring versus guideline thresholds (specific director compliance not disclosed) .
- No disclosed conflicts or related-party transactions for Callahan; continue monitoring annual proxy for any emerging interlocks or transactions .
- Context signals:
- Majority independent board (9 of 12) and regular executive sessions (2 in 2024) under Lead Independent Director provide checks/balances complementary to Callahan’s governance chair role .
Overall: Callahan’s reinsurance domain knowledge and leadership of Nominating & Governance are well-matched to UVE’s risk-intensive business. Compensation structure (cash retainer + time-based equity) and no-pledging policy support alignment; no conflicts disclosed. Engagement indicators (committee activity, attendance) are solid, reinforcing board effectiveness .