Independent
Tenure on this board
18.3 yrs
7 nominees · 3 ballot items.
Elect Seth J. Gersch to the Board for a one-year term; ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect Seth J. Gersch to the Board of Directors to serve a one-year term until the 2027 annual meeting of stockholders.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation (a typical ‘say-on-pay’ vote). Management is seeking shareholder approval to validate its compensation philosophy: tying pay to performance through base salary, annual cash incentives, and long-term equity or equity-like awards (including BVRs), with performance metrics such as underwriting income and gross written premiums. The Nomination, Compensation & Governance Committee sets targets and retains discretion to adjust payouts and may claw back awards in the event of financial restatements; the Board emphasizes alignment with long-term shareholder value and retention of key executives. The Company also highlights governance features including committee oversight, peer comparisons (without a fixed percentile target), contractual severance provisions, equity vesting schedules, and compensation recovery policies to argue for support. Critics could contend that certain contractual severance protections, guaranteed minimum bonuses, or option grants (e.g., the CEO’s option grants and minimum cash bonus) may reduce pay-for-performance sensitivity, and that the advisory vote is non-binding so approval does not alter contractual terms. Management counters that compensation is largely performance-based, with a substantial portion delivered in equity or equity-like awards that vest over multiple years and are adjusted by specific underwriting and premium metrics, thereby aligning management’s incentives with shareholders. Company-specific context includes recent corporate reorganizations (Project Manifest), substantial distributions and unique capital structures (Class A-2 shares and Fox Paine-related arrangements) that increase the importance of retention and appropriately structured incentives for executing strategic initiatives. The Board recommends a “For” vote on the grounds that the disclosed program supports the Company’s strategy, promotes long-term value creation, and has previously received strong shareholder support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKLEY W R CORP | 6.30% | 919,661 | $25M |
| 2 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 6.23% | 910,113 | $25M |
| 3 | AMERIPRISE FINANCIAL INC | 2.13% | 310,683 | $8M |
| 4 | CANNELL CAPITAL LLCActivist | 1.76% | 257,360 | $7M |
| 5 | RBF Capital, LLC | 1.47% | 214,692 | $6M |
| 6 | Boston Partners | 0.90% | 131,236 | $4M |
| 7 | RAYMOND JAMES FINANCIAL INC | 0.22% | 32,048 | $873K |
| 8 | HARBOR CAPITAL ADVISORS, INC. | 0.16% | 23,692 | $645K |
| 9 | Boston Partners | 0.15% | 22,543 | $614K |
| 10 | Quent Capital, LLC | 0.07% | 10,363 | $282K |
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