HGTY · Hagerty, Inc.

This director transition reflects a routine succession under the Investor Rights Agreement, preserving Markel’s contractual board representation without disruption to governance continuity. Heaton’s resignation was voluntary and unaccompanied by any disclosed policy or operational disagreement, mitigating governance risk. The acceleration of his 10,230 RSUs—representing a defined equity award under the 2021 Stock Incentive Plan—was a Board-approved administrative action tied to departure, not an exceptional severance arrangement. Bjørnstad’s appointment brings relevant insurance industry experience through his prior role as Managing Director—National Markets at Markel International, aligning with Hagerty’s core business domain. His immediate assignment to two key standing committees—Talent, Culture, and Compensation and Nominating and Governance—signals expectation of active oversight involvement. Compensation terms are standardized per existing non-employee director policy, indicating no special arrangements were negotiated. While the change does not alter board composition size or control structure, investors should monitor whether Bjørnstad’s committee roles influence future executive compensation design or board refreshment initiatives.