Hagerty, Inc.
For the period ended Jun 9, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒Filed by a Party other than the Registrant ☐Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 30, 2026
Dear Hagerty Stockholders,
We are pleased to invite you to attend the Annual Meeting of Stockholders of Hagerty, Inc. to be held on Tuesday, June 9,
2026, at 11:00 a.m. (ET). The Annual Meeting will be conducted virtually via live webcast, and you may participate by
attending online and voting your shares electronically.
Details regarding how to attend the meeting online, the business to be conducted at the meeting, and how to vote at the
meeting are more fully described in the accompanying Notice of the 2026 Annual Meeting of Stockholders and 2026 Proxy
Statement. On or about Thursday, April 30, 2026, we will mail a notice or proxy card to all stockholders entitled to vote at
the Annual Meeting containing instructions on how to access our proxy materials and vote. All of our proxy materials will be
available electronically. Stockholders who prefer a paper copy of the proxy materials may request this on or before May 26,
2026, by following the instructions provided in the notice we will send.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy
over the internet, by telephone, or by mail following the instructions on your notice or proxy card. Voting by proxy will
ensure your representation at the Annual Meeting regardless of whether you attend.
Onward and upward!
McKeel Hagerty
Chairman and CEO, Hagerty
Notice of the 2026 Annual Meeting
of Stockholders
| Date | Time | Place |
| June 9, 2026 | 11:00 AM ET | Via Live Webcast |
The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Hagerty, Inc. ("we," "our," "us," “Hagerty,” or the
“Company”) will be held on Tuesday, June 9, 2026 at 11:00 a.m. (ET) and will be conducted virtually via live webcast. To
participate at this year’s Annual Meeting go to www.virtualshareholdermeeting.com/HGTY2026. You will be asked to
provide your 16-digit control number found on your notice or proxy card. You will be able to listen to the Annual Meeting
live and vote online. You will not be able to physically attend the Annual Meeting in person. We are holding the Annual
Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 01 | to elect nine nominees identified in the accompanying proxy statement to serve as directors, as recommended by our Board of Directors and our Nominating and Governance Committee; |
| 02 | to approve, on a non-binding advisory basis, the compensation of our named executive officers; |
| 03 | to approve, on a non-binding advisory basis, the frequency of the advisory vote on compensation of our named executive officers; |
| 04 | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and |
| 05 | to transact such other business as may properly come before the meeting or any adjournment of the meeting. |
Our Board of Directors has set April 10, 2026, as our record date for the Annual Meeting. Only stockholders that owned our
Class A Common Stock, Class V Common Stock, or Series A Convertible Preferred Stock ("Preferred Stock") at the close of
business on that day are entitled to notice and may vote at the Annual Meeting or any adjournment of the meeting. On or
about April 30, 2026, we expect to mail to our stockholders either a notice of internet availability of proxy materials (the
"Notice") or, if you elected to receive them by mail, a proxy card with a printed copy of our proxy materials (the "Proxy
Card"). The Notice provides instructions on how to vote and get our proxy materials electronically or have the proxy
materials mailed to you. The Proxy Card provides instructions on how to vote by telephone, mail, or the internet either
before or during the Annual Meeting. The proxy statement and our 2025 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the "SEC") on February 26, 2026 (the "Annual Report") can be accessed directly on
our investor relations website at investor.hagerty.com, or at www.ProxyVote.com, where you will need your 16-digit control
number found on your Notice or Proxy Card to access the materials.
By Order of the Board of Directors,
Diana Chafey
Chief Legal Officer and Corporate Secretary
Table ofContents
| Commonly Asked Questions and Answers About the Annual Meeting | 1 |
|---|---|
| Board of Directors and Corporate Governance | 6 |
| Board Leadership Structure | 8 |
| Committees of Hagerty's Board of Directors | 10 |
| Director Compensation | 16 |
| PROPOSAL ONE — Election of Directors | 20 |
| Director Nominees | 22 |
| Executive Officers | 27 |
| PROPOSAL TWO — Advisory Vote to Approve Compensation of Named Executive Officers | 31 |
| Compensation Discussion and Analysis | 33 |
| Talent, Culture, and Compensation Committee Report | 49 |
| Executive Compensation Tables | 50 |
| Certain Relationships and Related Person Transactions | 64 |
| Security Ownership of Certain Beneficial Owners and Management | 70 |
| PROPOSAL THREE — Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation of Named Executive Officers | 75 |
| PROPOSAL FOUR — Ratification of Appointment of Independent Registered Public Accounting Firm | 77 |
| Audit Committee Report | 79 |
| Additional Information | 80 |
Forward-Looking Statements
This proxy statement (the “Proxy Statement”) of Hagerty, Inc. ("we", "our", "us", "Hagerty", or the "Company") contains
statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
- Forward-looking statements are statements about future events and expectations, and they involve risks and
uncertainties. All statements contained in this Proxy Statement other than statements of historical fact, are forward-looking
statements, including statements regarding our future operating results and financial position, our business strategy and
plans, products, services, and technology implementations, market conditions, growth and trends, expansion plans and
opportunities, and our objectives for future operations. Forward-looking statements can be identified by words such as
"anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will,"
"would," "could," "should," "continue," "ongoing," "contemplate," and other similar expressions, and the negative of these
expressions, although not all forward-looking statements contain these identifying words. Factors that could cause actual
results to differ materially from those expressed or implied in forward-looking statements include, among other things, our
ability to: compete effectively within our industry and attract and retain our insurance policyholders and paid Hagerty
Drivers Club subscribers; maintain key strategic relationships with our insurance distribution and underwriting carrier
partners; prevent, monitor, and detect fraudulent activity; manage risks associated with disruptions, interruptions, outages
or other issues with our technology platforms or our use of third-party services; accelerate the adoption of our membership
products as well as any new insurance programs and products we offer; successfully implement the new Markel fronting
arrangement and realize the anticipated benefits while also managing the increased exposure to underwriting volatility,
catastrophes, reinsurance counterparty risk, and legal, compliance and regulatory risks; underwrite and price new
products, including Enthusiast+, consistent with expected loss ratios and risk tolerances; execute Broad Arrow Group’s
private sale, auction, and financing strategies; manage the cyclical nature of the insurance business and broader
macroeconomic conditions, including inflation, interest rates, and potential recessionary pressures; achieve our investment
objectives and avoid losses in our investment portfolio; address unexpected increases in the frequency or severity of
claims catastrophe losses; and comply with the numerous laws and regulations applicable to our business, including state,
federal and foreign laws relating to insurance and rate increases, privacy and cybersecurity, marketing and advertising,
digital services, accounting matters, tax, artificial intelligence, anti-money laundering, economic sanctions, and the
internet. For a discussion of these and other factors that may affect our business, see the risk factors described under
"Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our
subsequent filings with the SEC.
You should not rely on forward-looking statements as predictions of future events. We operate in a very competitive and
rapidly changing environment and new risks emerge from time to time. The forward-looking statements in this Proxy
Statement represent our views as of the date hereof. We undertake no obligation to update any of these forward-looking
statements for any reason after the date of this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.