Not independent
Tenure on this board
4.5 yrs
9 nominees · 4 ballot items.
Elect nine directors; approve, on a non-binding advisory basis, executive compensation (say-on-pay); approve, on a non-binding advisory basis, the frequency (one, two, or three years) of future say-on-pay votes; and ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Elect nine nominees (McKeel Hagerty, William Swanson, Henrik Bjørnstad, Randall Harbert, Laurie Harris, Robert Kauffman, Sabrina Kay, Anthony Kuczinski, and Mika Salmi) to serve one‑year terms as directors until the 2027 Annual Meeting.
Non-binding advisory vote to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks stockholders to cast a non‑binding advisory vote approving the Company’s disclosed compensation for its named executive officers (NEOs) for 2025. Management seeks approval to validate its pay‑for‑performance approach, which ties a significant portion of executive pay to measurable short‑term (Adjusted AIP EBITDA, revenue growth, and PIF retention) and long‑term (three‑year Adjusted Operating Income PRSUs and time‑based RSUs) metrics. The Company emphasizes that most NEO compensation is at‑risk and that the CEO’s 2025 compensation mix was adjusted to increase cash incentive opportunity while reducing time‑based equity due to his substantial existing equity ownership through the founding family vehicle, HHC. The filing discloses material design features — the AIP mechanics (0–150% corporate payout with individual modifiers), PRSU performance ranges, and clawback policy — which management argues align executive incentives with durable stockholder value and discourage excessive risk‑taking. The Board notes it will review the advisory vote results and consider them in future pay decisions; because the vote is non‑binding, the Board retains discretion to adjust programs even if the vote is unfavorable. Contextually, this is Hagerty’s first say‑on‑pay since it is no longer an Emerging Growth Company, so the Statement contains expanded disclosures and an explanation of recent compensation changes such as the CEO’s increased AIP target. The Compensation Committee used an independent consultant and peer benchmarking to set targets and believes the outcomes awarded for 2025 appropriately reflect company performance (resulting in a 140% company performance payout). The management recommendation to vote FOR is grounded in governance practices (independent committee oversight, clawback policy, stock ownership guidelines) and the Committee’s view that compensation outcomes were aligned with 2025 performance. In evaluating the proposal, investors should weigh the strength of disclosed governance controls and performance alignment against the absolute size and composition of payouts, founder/insider ownership and any related‑party arrangements that influence pay decisions. Given the non‑binding nature, the advisory vote is primarily a gauge of stockholder sentiment that the Board will consider when calibrating future plans.
Non-binding advisory vote to choose whether the advisory vote on NEO compensation should occur every one, two, or three years (the Board recommends one year).
This management proposal asks stockholders to select the frequency — once every one, two, or three years — for future non‑binding advisory votes on executive compensation. Management and the Board recommend an annual vote, arguing that yearly feedback best aligns with the cadence of compensation decisions and allows the Compensation Committee to promptly incorporate shareholder perspectives. The Company frames the annual option in governance terms: enhancing accountability, responsiveness, and transparency, and aligning with market best practices. Given Hagerty’s recent transition out of Emerging Growth Company status and the annual design of its AIP and long‑term incentive determinations, the Board contends that annual votes map to when material compensation choices are made and disclosed. An annual schedule increases the frequency of investor engagement signals but may also generate repetitive proxy items; less frequent votes provide broader signal smoothing but reduce timely course correction. Because the vote is non‑binding, the Board retains discretion and will consider the plurality result as guidance rather than a mandate. Investors should weigh the benefits of regular oversight against administrative cost and potential voter fatigue; for a company with active investor engagement and annual pay cycles, the management case for one‑year frequency is credible. The Board’s recommendation to vote for “ONE YEAR” is presented as a mechanism to maintain continuous alignment between shareholder sentiment and annual compensation-setting.
Ratify the appointment of Deloitte & Touche LLP as Hagerty’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 15.1% | 51,800,000 | $545M |
| 2 | Neuberger Berman Group LLC | 2.5% | 8,721,368 | $92M |
| 3 | Polar Capital Holdings Plc | 1.7% | 6,000,000 | $63M |
| 4 | T. Rowe Price Investment Management, Inc. | 1.6% | 5,640,480 | $59M |
| 5 | MARKEL GROUP INC. | 0.9% | 3,108,000 | $33M |
| 6 | Greenhaven Road Investment Management, L.P. | 0.7% | 2,369,978 | $25M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 1,867,573 | $20M |
| 8 | Pembroke Management, LTD | 0.5% | 1,738,006 | $18M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.5% | 1,630,971 | $17M |
| 10 | Lincoln Capital LLC | 0.3% | 950,652 | $10M |
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