Two New Independent Directors Enhance Extensive Insurance, Finance, Data Privacy and Security, Legal, and Governance Expertise on the Board
Safety Insurance has announced the appointments of two new individuals to its Board of Directors. John D. Farina and Deborah E. Gray were appointed effective immediately to the company’s Board of Directors on March 25, 2022. In addition, the insurer announced the retirement of another director.
Mary C. Moran, Chair of the Nominating and Governance Committee commented, “As the Board engaged with dozens of potential Board candidates since our last Annual Meeting, it became clear that Mr. Farina and Ms. Gray were standouts that would be great additions to Safety’s Board. They are both highly respected, independent executives with demonstrated track records of business achievements. The Board and I are looking forward to their contributions.”
John D. Farina
Mr. Farina recently retired from PricewaterhouseCoopers (“PwC”) as a Northeast Managing Partner and as a member of PwC’s Global Board of Directors, where he was a member of the Risk & Quality and Operations Committees. He has over three decades of experience advising both domestic and multinational Fortune 500 companies on financial accounting, regulatory, and tax matters, with a deep expertise in the insurance industry.
Deborah E. Gray
Ms. Gray joins the Board with over 30 years of experience as a corporate attorney and General Counsel for both publicly traded and private entities in a diverse range of industries, including high tech, ed tech, Software-as-a-Service (SaaS), professional services and life sciences. Her legal and business expertise with high-growth companies, ranging from start-ups to publicly traded multibillion-dollar corporations, are beneficial to Safety, particularly in relation to risk management, compliance, data privacy and security, and corporate governance matters.
Retirement of one of Safety’s current directors
One of Safety’s current directors, Frederic H. Lindeberg, has informed the Company of his intention to retire from the Board of Directors, effective immediately.
“Fred has provided many years of valuable service and insight to Safety, and we are grateful for his significant contributions. We wish him well in his future endeavors,” said David F. Brussard, Chairman of Safety.
Today’s appointments represent the culmination of the Company’s previously announced refreshment process that began in August 2021. With the addition of these two new directors, four of the Company’s six independent directors have joined the Board within the past five years.
Proposals to Enhance Safety’s Corporate Governance
In addition to the changes to its Board of Directors, Safety Insurance also announced that in addition to presenting the two new board members at its annual meeting, the insurer will also present various proposals during the meeting after “a comprehensive process to review and improve Safety’s corporate governance.”
“As a result of this review, the Board previously approved various changes, including the appointment of a Lead Independent Director and the rotation of committee
leadership.
At the Annual Meeting, the Board will seek ratification of several amendments to the Company’s Charter aimed at enhancing stockholder rights and promoting accountability. These changes include providing stockholders the right to call special meetings of stockholders, to use written consent in lieu of a meeting and to amend the Company’s Charter in the future by a simple majority vote. Ms. Moran added, “The enhanced governance initiatives are the result of a review of the Company’s
governance structure and reflect our Board’s ongoing commitment to strong corporate governance and accountability to stockholders. We hope our stockholders will support these efforts and vote to approve the changes to Safety’s Charter at the upcoming Annual Meeting.”
