and in the future, no executive officers will be compensated based on a percentage of these historical financial measures.
Pursuant to his employment agreement in effect for 2019, Mr. Springers annual incentive award had a target value of $3.25 million that
was determined in accordance with a formula based on the Companys ROAE, calculated on a basis that does not reflect the accrual of the annual incentive awards to Messrs. Downes, Springer and Donaghy. In order for Mr. Springer to earn any
portion of the award, the Company must have achieved a ROAE of at least 10%. Because the Company did not meet this minimum target in 2019, Mr. Springer did not receive an annual non-equity incentive award
in 2019.
For Mr. Wilcox and Ms. Campos, their annual incentive compensation is not subject to a formulaic calculation. Based on
Mr. Donaghys recommendation, the Compensation Committee awarded discretionary bonuses in the amounts of $400,000 for Mr. Wilcox and $125,000 for Ms. Campos. Mr. Donaghys recommendation was based primarily on
Mr. Wilcoxs leadership of the Companys finance and accounting functions and on Ms. Camposs continued leadership in the areas of information technology and risk management. In approving Mr. Wilcoxs bonus, the
Compensation Committee also took into account input from Mr. Peterson, the Chair of the Audit Committee.
Equity Incentive
Compensation
Pursuant to their respective employment agreements, in 2019, Mr. Downes received a grant of 50,000 PSUs and
Mr. Springer received a grant of PSUs with a target value of $1.0 million. The PSUs are subject to both performance vesting and time vesting conditions. For 2019, the Compensation Committee established a performance objective that was set
at a target level intended to be challenging yet attainable. No portion of a PSU award shall be earned, and the entire amount will be forfeited, if the target level is not met. In the event the target level is met at the end of the year, two-thirds of the PSU grant will vest, and the remaining one-third will vest ratably over the following two years. The unvested PSUs (i.e., the one-third that will vest based on continued service) will be entitled to receive dividend equivalents, which amounts will be subject to the same time-based vesting conditions as the PSUs; no dividends or dividend
equivalents were paid on the two-thirds of the PSU grant that vested upon completion of the performance year.
For 2019, the performance objective and target level was to increase the aggregate amount of in-force rate
adequate premiums from states other than Florida by at least 25% as compared to 2018. The Company met and exceeded this target level, increasing in-force rate adequate premiums from states other than Florida
by approximately 28% as compared to 2018. Growth in non-Florida premiums is used to incentivize Messrs. Downes and Springer to execute on the Companys strategy to increase the Companys policies in-force outside of Florida in order to grow profitability and diversify revenue and risk.
Further, pursuant to
his employment agreement, Mr. Downes received stock options, subject to three-year annual vesting, with a grant date fair value of $1.0 million as well as 25,000 RSUs, 50% of which vested on the grant date and 25% on each of June 1,
2019 and December 1, 2019. Mr. Springer was entitled to receive a stock option grant as determined by the Compensation Committee in its sole discretion. In lieu of stock options, the Compensation Committee determined to grant
Mr. Springer 25,000 RSUs, which vested on December 31, 2019. In addition, the Compensation Committee granted Mr. Wilcox 25,000 stock options, which are subject to annual vesting over a three-year period and will vest immediately upon
a change in control.
In general, the Company uses grants of stock options to focus executives on delivering long-term value to shareholders because
options have value only to the extent that the price of Company stock on the date of exercise exceeds the stock price on the grant date, as well as to retain executives. Stock options are subject to three-year annual vesting and continued employment
by the Company on the applicable vesting date.
Mr. Donaghy received 50,000 shares of restricted stock units, which are subject to annual
vesting over a two-year period, in connection with his appointment as Chief Executive Officer.
Perquisites and Other Benefits
In 2019, the Company provided the following benefits to each of the Named Executive Officers: (1) Company-paid medical, dental, disability and other
insurance premiums and (2) annual automobile allowance. The Company also provided Company-paid premiums for term life insurance and long-term care for certain Named Executive Officers.
Other than as discussed herein, our Named Executive Officers participate in our corporate-wide benefit programs, which includes participation in the
Companys 401(k) plan. In addition, the Company believes that executives should be able to provide for their retirement needs from the total annual compensation and thus the Company does not provide its Named Executive Officers with any tax-qualified or nonqualified defined benefit pension plans, supplemental executive retirement plans, deferred compensation plans or other forms of compensation for retirement.
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