Sean P. Downes
UNIVERSAL INSURANCE HOLDINGSAbout Sean P. Downes
Executive Chairman of Universal Insurance Holdings since 2019; director since 2005; age 55 . Previously Chairman & CEO (2013–2019), President (2013–2016), COO of UVE (since 2005) and UPCIC (since 2003), and COO of Alder Adjusting (1999–2003), bringing deep operational, claims, legal, and reinsurance expertise in Florida homeowners insurance . 2024 performance context: total revenue up 9.3% to $1.5B, direct written premiums +7.7%, ROAE 16.5%, diluted EPS $2.01, and $44.3M returned via buybacks and dividends; $100 invested in UVE at 12/31/2019 was $96.21 at 12/31/2024 (peer index $178.32), net operating ratio 94.0%, net income $58.9M . Board structure separates CEO and Chair roles since 2019, with Downes as Executive Chairman and a lead independent director overseeing executive sessions (two in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Insurance Holdings (UVE) | Executive Chairman | 2019–present | Oversees claims adjusting, captive law firm, reinsurance brokerage, and digital agency; vertical integration to enhance ROE and buffer underwriting volatility . |
| UVE | Chairman & CEO | 2013–2019 | Led strategic scaling of core homeowners insurance and integrated services . |
| UVE | President | 2013–2016 | Expanded executive leadership across underwriting and operations . |
| UVE | SVP & COO | 2005–2013 | Built operations platform and integration with subsidiaries . |
| UPCIC (subsidiary) | COO | 2003– | Operational leadership in primary insurance entity . |
| Alder Adjusting (subsidiary) | COO | 1999–2003 | Led claims adjusting operations foundational to current structure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 2025 DEF 14A biography lists UVE/UPCIC/Alder roles only; no other public-company directorships disclosed | — | — | — . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,000,000 | $1,000,000 | $1,000,000 |
| Stock Awards (grant-date FV) | $999,994 | $999,990 | $1,000,000 |
| Non-Equity Incentive (Annual Cash) | $500,000 | $978,278 | $1,326,606 |
| All Other Compensation | $74,984 | $464,831 | $95,167 |
| Total Compensation | $3,086,200 | $3,443,099 | $3,421,773 |
Additional details:
- 2024 “All Other Compensation” breakdown: Medical/Dental $36,285; Life/Disability/Other $35,632; 401(k) match $17,250; Auto allowance $6,000; Total $95,167 .
- Base salary has remained $1,000,000 since 2021 .
Performance Compensation
Annual Cash Incentive (2024 design and outcomes)
| Component | Weighting | Threshold | Target | Max | Actual 2024 | Payout impact |
|---|---|---|---|---|---|---|
| Net operating ratio | 50% | 100% | 95% | 90% | 94.0% | Modestly above target . |
| GPW growth | 30% | 3.5% | 7% | 15% | 7.7% | Slightly above target . |
| Qualitative | 20% | Qualitative | Qualitative | Qualitative | Exceeded expectations for Downes (claims leadership; 38,000 hurricane claims; subrogation restructure; −27% incoming lawsuits; −31% active inventory) | Max qualitative for Downes . |
| Stock price performance gate | Cap lifted only if top-third Russell 3000 | — | — | — | Top-third in 2024 | Enabled above-target payout . |
Result: Downes 2024 cash incentive payout $1,326,606 (132.7% of target) .
Long-Term Equity Incentives
| Award | Grant date | Units/Value | Vesting | Performance metric | Targets |
|---|---|---|---|---|---|
| RSUs | 3/27/2024 | 25,025 RSUs; $500,000 FV | Time-based, ratable on 3/27/2025, 2026, 2027 | — | — |
| PSUs | 3/27/2024 | Target 25,025; Max 50,050; $500,000 FV | 3-year performance period through FY2026 | 3-year adjusted book value per share growth | Threshold 5%; Target 10%–25%; Max 50% . |
| RSUs | 3/30/2023 | 25,025 RSUs (Downes) | Ratable vest on 3/30/2025 and 3/30/2026 | — | — |
| PSUs (2022 grant) | 6/14/2022 | Certified payout at 138% of target (3-year adjusted BVPS growth 15.7%) | Settled target in shares, excess in cash at 2/20/2025 close | Adjusted BVPS growth | Achieved 15.7% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 2,224,825 shares; 7.9% of outstanding as of 4/14/2025 . |
| Shares outstanding | 28,190,120 common shares as of 4/14/2025 . |
| Options – exercisable/unexercisable (12/31/2024) | Exercisable: 66,666 @ $19.52 exp 2/28/2026; 150,000 @ $19.52 exp 2/28/2026; 433,334 @ $27.20 exp 1/20/2027; 100,991 @ $31.64 exp 3/14/2029; 221,294 @ $18.23 exp 4/30/2030; 166,667 @ $13.19 exp 4/7/2032. Unexercisable: 83,333 @ $13.19 exp 4/7/2032 (vested 4/7/2025) . |
| Options included in beneficial ownership | 1,222,285 shares underlying options included in 4/14/2025 beneficial ownership calculation . |
| Unvested RSUs (12/31/2024) | 18,254 (2023 grant) and 25,025 (2024 grant); market values $384,429 and $527,027 at $21.06 per share . |
| Unearned PSUs (12/31/2024) | 54,764 (2023 grant, shown at max per SEC) and 50,050 (2024 grant, shown at max per SEC); payout value at $21.06: $1,153,330 and $1,054,053 . |
| Stock vesting activity (2024) | 22,800 RSUs vested; value realized $470,445; 9,128 cash-settled at $19.89 on 4/1/2024; 13,672 settled in stock at $21.13 on 12/16/2024 . |
| Ownership guidelines | Executive Chairman must hold ≥3x base salary; Downes in compliance as of 3/31/2025 . |
| Hedging/pledging | Company policy prohibits hedging, shorting, options trading, margin trading, or pledging by directors and executive officers . |
Upcoming vesting/calendar supply signals:
- RSUs: 25,025 ratable vestings each on 3/27/2025, 3/27/2026, 3/27/2027; plus 18,254 vesting remaining on 3/30/2025 and 3/30/2026 .
- Options expirations: 2026, 2027, 2029, 2030, 2032 tranches may influence exercise/sale timing .
Employment Terms
| Provision | Economic Terms | Notes |
|---|---|---|
| Base salary & bonus target | Base $1,000,000; cash incentive target 100% of base; max 200% . | |
| LT equity program | RSUs/PSUs aligned to CEO program; performance on 3-year adjusted BVPS growth . | |
| Termination w/o cause or good reason | Lump-sum 12 months’ base + up to 12 months COBRA; pro rata annual incentive; options that would vest in next 12 months vest; remain exercisable 1 year . | |
| Change-in-control (Double trigger within 24 months) | Lump-sum 24 months’ base + 2x prior-year annual incentive; immediate vest of all unvested options (exercisable for up to 1 year) and RSUs/PSUs (PSUs at target); 280G cutback if net after-tax higher . | |
| Death/Disability | Pro rata annual incentive; option treatment akin to termination w/o cause; RSUs/PSUs vest at target . | |
| Equity award agreements (single-trigger vest on certain terminations) | Unvested RSUs/PSUs vest at target upon termination w/o cause (and for Downes/Donaghy upon good reason); death/disability; retirement with age ≥59.5 and ≥15 years service . | |
| Restrictive covenants | Non-compete for 3 years post-termination; plus confidentiality, non-solicit, and non-disparagement . | |
| Clawback | Company recoups excess incentive-based compensation following financial restatements per NYSE/SEC Rule 10D-1 . | |
| Tax gross-ups | None on change-in-control; policy against tax gross-ups . |
2024 Potential payments table (illustrative, as of 12/31/2024):
- Termination w/o cause or good reason: Base $1,000,000; Annual Incentive $1,326,606; Equity $3,534,797; COBRA $56,713 .
- Change-in-control: Base $2,000,000; Annual Incentive $1,956,556; Equity $3,534,797 .
Board Governance
- Role: Executive Chairman; director since 2005; serves on Investment Committee; not on Audit, Compensation, or Nominating & Governance Committees .
- Independence: Not independent (management director); Board leadership includes lead independent director who chaired two executive sessions in 2024 .
- Board service quality: All directors attended ≥75% of meetings in 2024; all attended the 2024 annual meeting; Board met 4 times in 2024 .
- Director compensation: Employees (Downes) receive no additional board fees; independent directors receive cash retainers and annual RSU grants .
Dual-role implications:
- Separation of CEO and Chair since 2019 mitigates CEO/Chair concentration risk; however, Executive Chairman is not independent, so robust lead independent director oversight and independent committee structures provide checks (Audit, Compensation, Nominating comprised solely of independents) .
Related Party Transactions
- 2024 disclosures list employment relationships tied to the CEO’s and an independent director’s family members; no related party transactions disclosed involving Mr. Downes .
Say-on-Pay & Shareholder Feedback
- Following a disappointing 2023 vote, program revisions led to ~95% approval at the 2024 annual meeting; annual Say-on-Pay will continue .
Compensation Committee Analysis
- Committee members: Michael A. Pietrangelo (Chair), Shannon A. Brown, Richard D. Peterson .
- Practices: Independent compensation consultant engagement; at-risk pay emphasis; clawback; ≥50% of long-term incentives performance-based; no tax gross-ups; no option repricing .
Investment Implications
- Pay-for-performance alignment improved: 2024 cash incentive linked to profitability (net operating ratio) and growth (GPW), with a stock performance gate; Downes’ above-target payout reflects operational execution (claims/litigation reductions) . Upcoming RSU vest dates (3/27 and 3/30 across 2025–2027) and large in-the-money option inventory (multiple expirations 2026–2032) create periodic supply risk and potential selling pressure around vest/exercise windows . Ownership is sizable (7.9%), guidelines compliance, and a no-hedging/pledging policy support alignment; severance is double-trigger on CIC, with single-trigger vesting on certain terminations—important in assessing retention risk and change-of-control economics . TSR lagged the peer index over 2019–2024 (company $96 vs peer $178 per $100), but 2024 profitability recovery and ROE strength suggest improving fundamentals; monitor PSU performance (adjusted BVPS growth) and future Say-on-Pay outcomes as signals of sustained execution confidence .