Independent
Tenure on this board
1.1 yrs
1 nominee · 4 ballot items.
Elect one Class I director; ratify Forvis Mazars, LLP as independent auditor; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (1, 2, or 3 years).
Elect one Class I director, Steven Smathers, to serve until the 2029 annual meeting and until his successor is duly elected and qualified.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
The Board is asking stockholders for a non-binding advisory endorsement of the Company’s executive compensation program as disclosed in the proxy statement. Management seeks validation that the mix of base salary, performance-based cash bonuses, RSUs and PSUs, and severance protections align executives’ interests with long-term stockholder value and are competitive to attract and retain leadership post-IPO. The compensation program ties 50% of annual incentive bonuses to adjusted return on equity and 50% to combined ratio, with formulaic thresholds and interpolation between threshold, target and maximum; 2025 results produced payouts at 200% of target, reflecting strong performance. The Board recommends FOR to demonstrate board oversight of pay practices, to comply with shareholder advisory requirements and to gauge investor support; it will consider stockholder feedback if significant opposition arises. Given the company’s recent IPO and significant equity grants at IPO and under the LTIP, the advisory vote provides a governance signal on pay levels and incentive design, with potential implications for future compensation decisions and shareholder relations. The program’s use of multi-year PSUs and RSUs aligns with long-term value creation but also includes generous severance and change-in-control vesting provisions that some investors may find favorable to executives. Observers should note the concentrated insider ownership (founder and family holdings) and history of substantial discretionary bonuses pre-IPO when assessing independence of compensation setting. Given pay outcomes tied to underwriting and profitability metrics, analysts should weigh the persistence of the performance metrics and the company’s ability to sustain favorable combined ratios when evaluating whether pay is aligned with long-term shareholder returns.
Non-binding, advisory vote for stockholders to select whether future advisory votes on executive compensation should occur every one, two, or three years; board recommends three years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Boston Partners | 7.5% | 1,473,831 | $28M |
| 2 | WASATCH ADVISORS LP | 6.1% | 1,192,192 | $23M |
| 3 | Mink Brook Asset Management LLC | 4.3% | 842,438 | $16M |
| 4 | Freestone Grove Partners LP | 2.9% | 559,197 | $11M |
| 5 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.4% | 477,776 | $9M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 454,833 | $9M |
| 7 | BlackRock, Inc. | 2.1% | 419,020 | $8M |
| 8 | Pacific Ridge Capital Partners, LLC | 2.0% | 389,420 | $8M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.7% | 339,113 | $7M |
| 10 | BlackRock, Inc. | 1.3% | 256,260 | $5M |
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