Peter C. Hearn
Independent
Tenure on this board
New nominee
2 nominees · 3 ballot items.
Elect two Class I directors; advisory approval of named executive officer compensation (Say-on-Pay); ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect two Class I directors to serve three-year terms expiring at the 2029 annual meeting.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and programs for the named executive officers (NEOs). The Board and Compensation Committee are seeking this vote in compliance with Dodd-Frank and SEC rules and to obtain shareholder feedback on the Company’s overall approach to pay-for-performance. Management explains that its executive pay framework emphasizes market-competitive base salaries, significant performance-based cash incentives tied to gross written premium growth and internal combined ratio, and long-term PSUs tied to relative growth in book value per share and multi-year combined ratio performance, with limits (e.g., maximum PSU payout of 150%) and governance guardrails such as clawbacks, stock ownership guidelines, and no hedging/pledging. The proposal is advisory only, so it will not bind the Compensation Committee or the Board, but the Board says it will consider the vote result in future compensation decisions. The Board unanimously recommends a vote FOR, citing the alignment of compensation with profitable growth, retention and shareholder alignment. Given Skyward’s strong operating results in 2025 and a prior 99.1% Say-on-Pay approval in 2025, shareholders should evaluate whether the disclosed compensation structure and metrics remain aligned with sustainable long-term value creation, how the recent Apollo acquisition and related pay changes impact incentive metrics and reference peer groups, and whether governance features (e.g., PSU caps, clawbacks, no single-trigger CIC vesting) sufficiently mitigate excessive risk-taking while incentivizing growth.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | REINHART PARTNERS, LLC. | 6.9% | 2,780,784 | $121M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.1% | 1,680,982 | $73M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 1,669,432 | $73M |
| 4 | Invesco Ltd. | 3.8% | 1,526,452 | $67M |
| 5 | BlackRock, Inc. | 3.4% | 1,395,784 | $61M |
| 6 | BlackRock, Inc. | 3.3% | 1,342,229 | $59M |
| 7 | WESTWOOD HOLDINGS GROUP INC | 3.3% | 1,329,349 | $58M |
| 8 | STATE STREET CORP | 2.6% | 1,050,677 | $46M |
| 9 | Polar Capital Holdings Plc | 2.5% | 1,000,000 | $44M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.4% | 975,027 | $43M |
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