Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
___________________________________
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:
Filed by a Party other than the Registrant ☐
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| ☐ | 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 | ||||
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Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required | |||||||||||||
| ☐ | Fee paid previously with preliminary materials | |||||||||||||
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Dear Shareholder,
We are pleased to invite you to attend the 2025 Annual General Meeting of Shareholders of Hamilton Insurance Group, Ltd. ("Hamilton"). The attached proxy statement contains important information regarding the agenda for the meeting and voting instructions.
2024 was a transformative year for Hamilton, characterized by significant achievements. As we navigated our inaugural full calendar year as a public company, we successfully expanded our most attractive business lines and adeptly deployed capital across both the insurance and reinsurance sectors. We maintained a sharp focus on execution, capitalized on promising market opportunities and made remarkable progress in achieving our strategic and operational goals.
Our achievements are a testament to the hard work and dedication of our employees, an extremely talented team of professionals that know how and when to push the organization forward, all while maintaining our rigorous underwriting and risk management discipline standards. Thanks to their efforts, we have grown our business, fortified our foundation and positioned Hamilton to thrive and serve our customers for years to come.
We take immense pride in what Hamilton has accomplished, and we are even more excited about the future.
I encourage you to read the attached proxy statement, which will serve as your guide to the business to be conducted at the meeting. The meeting will be held virtuallyon May 15, 2025 at9am EasteTime and can be accessed via the following link:www.virtualshareholdermeeting.com/HG2025.
Thank you for your continued support.
Sincerely,
Notice of 2025 Annual General
Meeting of Shareholders
Meeting of Shareholders
On behalf of the Hamilton Insurance Group, Ltd. ("Hamilton" or the "Company") Board of Directors, you are cordially invited to attend the Hamilton 2025 Annual General Meeting of Shareholders (the "Annual Meeting" or "Annual General Meeting").
Meeting Details
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Live via the Internet atwww.virtualshareholdermeeting.com/HG2025
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Shareholders of record as of the close of business on
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How to Vote
| Method | Details | Vote must be received or submitted by: | ||||||
| By Phone | 1-800-690-6903 |
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| Online Before the Meeting | www.proxyvote.com |
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| By Mail | Retuyour completed proxy card in the prepaid envelope |
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| Online During the Meeting | www.virtualshareholdermeeting.com/HG2025 | Before the polls close during the Annual Meeting | ||||||
Matters to Be Voted On
| 1 | To elect 11 Class |
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| 2 | To approve, on a non-binding advisory basis, the compensation paid to our named executive officers | ||||
| 3 | To appoint |
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| 4 | To transact any other business as may properly come before the meeting or any adjournment or postponement thereof | ||||
Proxies
The HamiltonBoard of Directors (the "Board of Directors" or "Board") is soliciting proxies to be voted at the Annual Meeting on May 15, 2025 , and at any postponed or reconvened meeting.Shareholders of record are being mailed, sent or given, on or about March 27, 2025 , a Notice of Internet Availability of Proxy Materials providing instructions on how to access the Proxy Materials on the Internet.
Accessing the 2025 Annual General Meeting
Your vote is important-we want to hear from you and all of our Shareholders.
We encourage you to read the accompanying proxy statement, which contains important information, including a description of the business that will be acted upon at the Annual General Meeting.
To participate in the Annual General Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or any other voting instruction form accompanying these materials.
We have adopted a virtual meeting format for the Annual General Meeting, which grants our Shareholders the ability to attend, vote and submit questions via the internet. As this format allows for Shareholder participation from any location, we believe this structure fosters a more meaningful interaction between management and our Shareholders.
Please refer to "Voting and Meeting Information" in the attached proxy statement for additional information on how to vote your shares and attend the meeting virtually.
By order of the Board of Directors,
General Counsel & Secretary
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Important Notice Regarding the Availability of Proxy Materials to be held virtually via the Internet on
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Table of Contents
Cautionary Note Regarding Forward-Looking Statements
Certain matters we discuss in this proxy statement may constitute forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of terms such as "believes," "expects," "may," "will," "target," "should," "could," "would," "seeks," "intends," "plans," "contemplates," "estimates," or "anticipates," or similar expressions which conceour strategy, plans, projections or intentions. These forward-looking statements appear in a number of places throughout this proxy statement and relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information, corporate governance practices and strategies; risk management; Shareholder engagement; executive and director compensation programs; and equity compensation utilization. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
Factors that can cause results to differ materially include those described under "Special Note Regarding Forward-Looking Statements" in Hamilton's most recent Form 10-K filed with the SEC and available on our website. There may be other factors that could cause our actual results to differ materially from the forward-looking statements. You should evaluate all forward-looking statements made in this proxy statement in the context of these risks and uncertainties.
We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this proxy statement apply only as of the date of this proxy statement and are expressly qualified in their entirety by the cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
When used in this proxy statement, unless otherwise mentioned or unless the context indicates otherwise, the terms "we", "us", "our", the "Company" and "Hamilton" refer to Hamilton Insurance Group, Ltd. and its consolidated subsidiaries.
Proxy Statement Summary
Annual General Meeting Information
•Date and Time: May 15, 2025 at 9am ET
•Record Date: March 17, 2025
Proposals
This proxy statement summary highlights information regarding Hamilton and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our Annual Report on Form 10-K ("Annual Report") for detailed information regarding our financial and operating performance for the year ended December 31, 2024 , including the audited financial statements and related notes included in the report.
| Proposal | Board Recommendation | Vote Required to Adopt Proposal | Page Ref. | |||||||||||
| 1 | Election of Class B directors |
FOR
each Nominee
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The affirmative vote of a plurality of the common shares voted by holders present in person or by proxy at the Annual General Meeting at which holders of the majority of the common shares are present and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this proposal | 8 | ||||||||||
| 2 | Non-binding advisory vote on fiscal year 2024 compensation paid to our named executive officers | FOR | The affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this proposal | 37 | ||||||||||
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Appointment of
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FOR | The affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Abstentions will have no effect on this proposal | 85 | ||||||||||
We may also transact any other business that may properly come before the meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.
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2024 Company Financial Performance
| FINANCIAL PERFORMANCE | ||||||||
| Net income (loss) attributable to common Shareholders of |
Gross premiums written of |
Underwriting income(1)of
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| Retuon average equity ("ROE") of 18.3% |
Net premiums earned of |
Combined ratio of 91.3% | ||||||
1.Underwriting income (loss) and other underwriting expenses are non-GAAP financial measures.
A reconciliation of non-GAAP financial measures is included in "Appendix 1."
At Hamilton, we are proud to have dynamic and talented colleagues, who are focused on building a company that benefits of all our stakeholders. In this context, we are committed, both as underwriters and as global citizens, to applying our business strengths to make a meaningful impact on society. Hamilton strives to be a responsible (re)insurer in all aspects of its operations and business practices by considering and recognizing its impact on society and communities, the environment and climate change for current and future generations and for all its stakeholders. For more information on the Company's corporate citizenship initiatives, see "Corporate Governance - Corporate Citizenship & Sustainability."
Executing our business imperatives and supporting our corporate tagline, "In good company.", starts with our talented team and is supported by our inclusive, entrepreneurial, and collaborative culture. This in tuallows us to attract, engage and retain top talent, a process we actively manage via our 'Magnet for Talent' business imperative.
For additional information on our human capital management, please refer to "Corporate Governance - Human Capital Management ."
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Executive Compensation Highlights
Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. We believe that our executive compensation program is reasonable, competitive, and balances the goals of attracting, motivating, rewarding, and retaining our executive officers. We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals. We also endeavor to maintain sound governance standards consistent with our executive compensation policies and practices.
| What We Do | What We Don't Do | ||||
| Pay for Performance | No Perks | ||||
| Independent Compensation Committee | No Excise Tax Gross-Ups | ||||
| Independent Compensation Consultant | No Hedging or Pledging of Company Shares | ||||
| Clawback | No Guaranteed Performance Bonuses | ||||
| Share Ownership Guidelines | No Dividend Equivalents on Unvested Performance Awards | ||||
| Caps on Annual Bonuses and Equity Grants | |||||
| Double Trigger Change-in-Control Severance and Acceleration | |||||
| Peer Data | |||||
| Multi-year Vesting and Earn-out Requirements | |||||
| Risk Mitigation | |||||
For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."
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Corporate Governance Highlights
Corporate governance is a key area of focus for our Board of Directors ("Board of Directors" or "Board"). Our current governance practices include the below, a number of which are discussed in further detail throughout this proxy statement:
•Regular and proactive Shareholder engagement
•Annual say-on-pay vote
•Our Board of Directors is composed of a majority of independent directors and the Audit, Compensation and Personnel, and Nominating and Corporate Governance Committees are composed of only independent directors
•None of our directors serve on the board of directors of more than four other publicly-held corporations
•There is no Shareholder rights plan ("poison pill")
•All Class B Shareholders have the right to vote on the election of the Class B Directors on an annual basis
•Independent Chairman
•Stock ownership guidelines for executive officers and directors
•Our Board of Directors and each committee holds quarterly executive sessions without management present as well as an annual self-evaluation process
•Our Board of Directors provides oversight of key risks that impact the Company's ability to achieve its strategy
•Robust clawback policy
•Our Board of Directors regularly reviews committee charters and key governance policies
•Our Board is engaged in an ongoing refreshment process to ensure coverage of the key skill-sets identified by the Board
General Information, Questions and Answers
Please see "Voting and Meeting Information" and "Shareholder Proposals for 2026 Annual General Meeting" for important information about the 2025 Annual Meeting, proxy materials, voting, and the deadlines to submit Shareholder proposals and director nominees for the 2026 annual general meeting and other important information.
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Board of Directors
We believe it is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our business, and as such, the size and composition of the Board will be determined from time to time by balancing the need for diverse perspectives and expertise, with the practicalities of efficient corporate governance.
In addition to the above, we entered into a Shareholders Agreement dated November 14, 2023 (the "Shareholders Agreement") with certain Shareholders who, together with their affiliates, owned at least 5% of our issued and outstanding common shares as at the date of the Shareholders Agreement. These Shareholders inter alia include: Sango Holdings (being Sango Hoken Holdings, LLC ), Hopkins Holdings (being Hopkins Holdings, LLC ) and the Magnitude Investor (collectively being, Magnitude Master Fund , a sub trust of the Magnitude Master Series Trust , Magnitude Institutional, Ltd. , Magnitude Partners Master Fund, L.P. , and Magnitude Insurance Master Fund, LLC ), including any permitted transferee of any of the foregoing. The Shareholders Agreement provides that each such Shareholder has the right to appoint a director to the Board of Directors (each a "Shareholder Director"), subject to the maintenance of certain ownership thresholds. See "Certain Relationships and Related Party Transactions". The remaining directors are elected by the holders of our Class B common shares ("Class B Directors ") for an annual term expiring at each annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.
Currently, the Shareholder Directors are H. Hawes Bostic , III and Bradley Cooper and the Class B Directors are David A. Brown , Giuseppina (Pina) Albo , William C. Freda , John J. Gauthier , Anu (Henna) Karna , Stephen W. Pacala , Neil Patterson , Marvin Pestcoe , Everard Barclay Simmons and Therese Vaughan . The former Hopkins Holdings director, Antonio Ursano , Jr., resigned from the Board of Directors effective June 1, 2024 following which Mr. Cooper was appointed as its Shareholder Director. Sango Holdings has retained its right to appoint one director pursuant to the terms of the Shareholders Agreement, but this seat currently remains unfilled.
In addition to the two (2) Shareholder Directors appointed in accordance with the Shareholders Agreement, the Board has nominated eleven (11) individuals to serve as Class B directors based upon the recommendation of the Nominating and Corporate Governance Committee . Nine of these individuals are incumbent directors and were elected by the Shareholders at our 2024 annual general meeting. The two other individuals, Karen Ann Green and David Priebe , who are being nominated for the first time, were recommended by the Nominating and Corporate Governance Committee as potential directors following a comprehensive search process. This process incorporated the valuable industry contacts of our executive officers, which played a crucial role in identifying these qualified candidates.
Our bye-laws provide that our Board of Directors may appoint such officers as it may determine. This provides the Board of Directors with the flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer should it determine that utilizing one or the other structure would be in the best interests of the Company. David A. Brown , a non-executive director, continues to serve as Chairperson of the Board.
Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
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Skills, Qualifications and Experience of Directors
As reflected in the chart below, we believe that the Class B director nominees offer a wide range of skills and experience:
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Board Refreshment Process
The Board views continuous and experienced leadership as a valuable asset to the Company. There are no term limits imposed on director tenure. The Nominating and Corporate Governance Committee will, however, review each director's continuation on the Board every year, subject to the provisions of the Company's Shareholders Agreement and bye-laws regarding the rights of certain Shareholders to appoint directors.
Directors shall be required to retire from the Board when they reach the age of 75, except in special circumstances as determined by the Nominating and Corporate Governance Committee in light of the then-ascertainable facts and circumstances, including the needs of the Company and the skills and attributes of such director. The Nominating and Corporate Governance Committee shall periodically review the retirement policy to ensure it remains appropriate in light of the Company's needs.
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PROPOSAL ONE:
Election of ClassB Directors
Election of Class
Our business and affairs are managed under the direction of our Board of Directors. Our bye-laws provide that our Board of Directors consist of not less than eleven (11) directors or more than fifteen (15) directors as the Board of Directors may determine from time to time. The Board of Directors presently consists of twelve (12) directors, including ten (10) Class B directors and two (2) Shareholder Directors.
At the Annual General Meeting, eleven (11) Class B directors are to be elected, each to hold office until the next annual general meeting of Shareholders or until his or her successor is elected and qualified. They will join the two (2) Shareholder Directors who are appointed in accordance with the Shareholders Agreement and the Company's bye-laws. As such, after the Annual General Meeting, the Board of Directors will consist of thirteen (13) directors including eleven (11) Class B directors and two (2) Shareholder Directors.
Recommendation
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The Board of Directors recommends that Shareholders vote their shares"FOR"the election of each of the eleven (11) Class B directors nominated by our Board of Directors and named in this proxy statement as a director to serve until the next annual general meeting or until his or her successor is elected and qualified
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Vote Required
To be approved, the election of Class B directors requires the affirmative vote from a plurality of the Class B common shares voted by holders present in person or by proxy at the Annual General Meeting at which holders of the majority of the Class B common shares are present, and entitled to vote thereon, subject to voting limitations as set out in the Company's bye-laws. Broker non-votes and abstentions will have no effect on this proposal.
Class B Director Nominees
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| Age | Committees | Position | Since | |||||||||||
| 67 | Compensation and Personnel and Underwriting and Risk | Independent Director | 2013 | |||||||||||
| 62 | CEO and Director | 2018 | ||||||||||||
| 63 | Compensation and Personnel and Investment | Independent Director | 2023 | |||||||||||
| 57 | Proposed to be on Audit, Underwriting and Risk and Compensation and Personnel | Independent Director | First-time Nominee | |||||||||||
| 48 | Audit, Nominating and Governance and Underwriting and Risk | Independent Director | 2023 | |||||||||||
| 68 | Compensation and Personnel, Nominating and Governance and Underwriting and Risk | Independent Director | 2013 | |||||||||||
| 61 | Audit and Nominating and Governance | Independent Director | 2024 | |||||||||||
| 64 | Audit, Underwriting and Risk and Investment | Independent Director | 2020 | |||||||||||
| 66 | Proposed to be on Audit and Underwriting and Risk | Independent Director | First-time Nominee | |||||||||||
| 52 | Audit and Investment | Independent Director | 2023 | |||||||||||
| 68 | Nominating and Corporate Governance and Underwriting and Risk | Independent Director | 2024 | |||||||||||
Class B Director Nominee Biographies
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The Board of Directors recommends a vote"FOR"the election of the Class
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Shareholder Directors
Set forth below, and not for nomination or election at the Annual General Meeting, are the biographies of the two current Shareholder Directors:
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Directors Not Continuing in Office
The current term for William C. Freda , a current director, will expire immediately following the Annual General Meeting. Mr. Freda served on the Company's Board of Directors from June 2014 until May 2025 , including previously as Chair from August 2017 until May 2023 . The Company gratefully acknowledges and thanks Mr. Freda for his years of service and dedication to our Board of Directors.
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Corporate Governance
Corporate Governance Highlights
Corporate governance is a key factor in our ability to deliver Shareholder value. Highlights of our corporate governance standards include:
•Majority independent Board of Directors
•No "over-boarding" - our directors may not serve on the board of directors of more than four other publicly held companies
•Independent Committees - each of our Audit, Compensation and Personnel and Nominating and Corporate Governance Committees are entirely comprised of independent directors
•Robust corporate governance framework - the Company is committed to conducting its business with the highest level of ethical conduct and the Board of Directors has adopted a Corporate Governance Framework, a Code of Conduct and Ethics and, when combined with the Charters of the standing Board Committees, provides for a robust framework. Copies of these documents are available on our Company website
•Active Board refreshment process
•Access to structured Board continuing education modules to remain up to date with current 'hot topics' impacting our industry
Director Independence
The Board of Directors affirmatively determines on an annual basis whether each director qualifies as an independent director pursuant to the New York Stock Exchange ("NYSE") listing standards and each independent director is expected to promptly disclose to the Board any existing or proposed relationships or transactions that could impact his or her independence. Members of the Audit Committee and the Compensation and Personnel Committee must meet the additional independence requirements set forth under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the applicable provisions of the NYSE Listed Company Manual. The Nominating and Corporate Governance Committee undertakes an annual review of the independence of all non-employee directors and makes recommendations to the Board of Directors.
Our Board currently consists of twelve (12) directors, ten (10) of whom are independent. Our Board of Directors recently undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director's ability to exercise independent judgment in carrying out that director's responsibilities. The Board has made these determinations primarily on the basis of a review of each director's responses to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors. The Board also considers the recommendations of the Nominating and Corporate Governance Committee , which thoughtfully assess independence, as well as seeks the advice of outside counsel experienced with these matters. Our Board of Directors has affirmatively determined that David A. Brown , H. Hawes Bostic , III, William C. Freda , John J.
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Gauthier, Karen Ann Green , Anu (Henna) Karna , Stephen W. Pacala , Neil Patterson , Marvin Pestcoe , David Priebe , Everard Barclay Simmons and Therese Vaughan are each an "independent director," as defined under the Exchange Act and the rules of the NYSE. Our Board has further determined that Giuseppina (Pina) Albo is not independent as she serves as our Chief Executive Officer and Bradley Cooper is not independent given his role as the Hopkins Holdings Director and his relationship with Hopkins Holdings . In making these determinations, our Board of Directors considered the current and prior relationships that each director has or had with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each director, and the transactions involving them described in the section titled "Certain Relationships and Related Party Transactions." Accordingly, in accordance with the listing standards of the NYSE, a majority of our directors are independent.
Board and Committee Evaluations
We firmly believe that a robust Board and Committee evaluation process is essential to good corporate governance. Our Corporate Governance Framework provides that the Board will conduct a self-evaluation to determine the effectiveness of the Board and its committees annually. The purpose of this review is not to single out the performance of particular directors, but to improve the performance of the Board of Directors as a whole. The Board and the Nominating and Corporate Governance Committee review, evaluate and, as necessary or advisable, revise the framework for effectiveness and compliance with legal requirements and compliance with the NYSE. This framework is subject to modification by the Board upon recommendation by the Nominating and Corporate Governance Committee .
Certain Relationships and Related Party Transactions
The following is a summary of certain relationships and related party transactions.
Shareholder Agreement
The Company is party to the Shareholders Agreement with certain Shareholders who, together with their respective affiliates, owned at least five percent (5%) of our issued and outstanding common shares at the time of execution providing for certain rights. At this time, those remaining Shareholders include Sango Holdings , Hopkins Holdings and the Magnitude Investor. The Shareholders Agreement provides each such Shareholder with certain rights, including information rights and the right to appoint a director to the Board of Directors and also obligates the Company to obtain and maintain directors' and officers' liability insurance and fiduciary liability insurance.
Registration Rights Agreement
We have entered into the registration rights agreement, dated December 23, 2013 , with certain of our existing Shareholders pursuant to which we have provided such Shareholders with certain demand and piggy-back registration rights with respect to our common shares.
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Commitment Agreement and Investment Management Agreement
The Company and Hamilton Re, Ltd. , a subsidiary of the Company ("Hamilton Re"), are party to a Commitment Agreement (the "Commitment Agreement") and the Two Sigma Hamilton Fund investment management agreement (the "Two Sigma Hamilton Fund IMA") with Two Sigma and Two Sigma Principals, LLC (the managing member of the Two Sigma Hamilton Fund (the "Managing Member")). Under the Commitment Agreement, Hamilton Re is required to maintain an investment in the Two Sigma Hamilton Fund, LLC ("Two Sigma Hamilton Fund ") in an amount up to the lesser of (i) $1.8 billion or (ii) 60% of Hamilton's net tangible assets for a rolling three-year period commencing on July 1, 2023 . The Commitment Agreement renews annually for a new three-year period unless a non-renewal notice is provided by either party in accordance with the Commitment Agreement. Effective July 1, 2023 , a revised investment management agreement with Two Sigma requires Two Sigma Hamilton Fund to incur a management fee of 2.5% of the non-managing members' equity in the net asset value of the Two Sigma Hamilton Fund per annum (previously 3%). The management fee for the years ended December 31, 2024 , 2023 and 2022 was $46.9 million , $45.2 million and $53.1 million , respectively.
The Two Sigma Hamilton Fund Limited Liability Company Agreement
Under the terms of the revised limited liability company agreement of the Two Sigma Hamilton Fund between Hamilton Re and the Managing Member, the Managing Member remains entitled to an incentive allocation equal to 30% of Two Sigma Hamilton Fund's net profits, subject to high watermark provisions, and adjusted for withdrawals and any incentive allocation to the Managing Member. In the event there is a net loss during a quarter and a net profit during any subsequent quarter, the Managing Member is entitled to a modified incentive allocation whereby the regular incentive allocation will be reduced by 50% until subsequent cumulative net profits are credited in an amount equal to 200% of the previously allocated net losses. The Managing Member is also entitled to receive a revised additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25% of the Excess Profits (previously 20%). "Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10% for such fiscal year (previously 15%), net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses. To the extent Hamilton Re contributes capital other than at the beginning of a fiscal year or withdraws capital other than at the end of a fiscal year, the additional incentive allocation hurdle with respect to such capital is prorated. The aggregate incentive allocation (inclusive of the additional incentive allocation) for the years ended December 31, 2024 , 2023 and 2022 was $212.7 million , $21.5 million and $68.0 million , respectively.
Share Conversion
On September 13, 2024 , Hopkins Holdings converted 900,000 Class A common shares and Sango Holdings converted 800,000 Class A common shares into an equal number of Class C common shares.
Share Repurchase
On May 10, 2024 , we repurchased from funds affiliated with Blackstone Alternative Solutions LLC 9,124,729 Class A common shares for approximately $109.5 million .
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Indemnification Agreements
Our bye-laws provide that we will indemnify our directors and officers in respect of their actions and omissions, except in respect of their fraud or dishonesty. Pursuant to our bye-laws, our Shareholders have agreed to waive any claim or right of action that such Shareholders may have, whether individually or by or in right of the Company, against our directors or officers for any act or failure to act in the performance of such director's or officer's duties with or for the Company, except in respect of any fraud or dishonesty of such director or officer. Our bye-laws also permit us to purchase and maintain insurance for the benefit of any director or officer in respect of any loss or liability attaching to such director or officer in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such director or officer. The Company maintains a directors' and officers' liability policy for such a purpose.
The indemnification agreements and our bye-laws require us to indemnify these individuals to the fullest extent permitted by applicable law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. There is currently no pending material litigation or proceeding involving any of our directors.
Policies and Procedures for Related-Party Transactions
We have adopted a related person transactions policy and implemented procedures for reviewing transactions with "related parties," which we define to include our executive officers, directors and nominees for director, any immediate family member or affiliated entity of any of our executive officers, directors or nominees for director and any person (and his or her immediate family members and affiliated entities) or entity (including affiliates) that is a beneficial owner of 5% or more of any class of our outstanding voting securities. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"), any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. Pursuant to this policy, an appropriate committee of our Board of Directors must approve the terms, arrangements and policies of, and provide ongoing oversight over, all transactions with a related party in which the amount involved exceeds $120,000 . In conducting its initial and ongoing reviews, the Audit Committee takes into account, among other factors it deems appropriate, the terms of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the related-party's interest in the transaction, the qualifications and performance of the related party and other business considerations that would be applied to similar arrangements with unaffiliated parties. Under the policy, if we should discover related party transactions that have not been approved, the Audit Committee will determine the appropriate action, including ratification, rescission or amendment of the transaction.
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Board Committees
Our Board maintains Audit, Compensation and Personnel, Nominating and Corporate Governance, Investment and Underwriting and Risk Committees (each a "Committee"). Current copies of the charters for the Audit, Compensation and Personnel and Nominating and Corporate Governance Committees, as well as our Corporate Governance Framework, are available on our website at www.hamiltongroup.com. The table below summarizes the Company's committee membership as of March 27, 2025 for each Committee. The table also identifies the independent directors (as indicated by an asterisk (*)) and the directors designated as an "audit committee financial expert" (as indicated by a plus (+)), each as determined by our Board based on the NYSE listing standards, the Securities and Exchange Commission ("SEC") rules and our Corporate Governance Framework.
As part of the Board's ongoing commitment to strong corporate governance and effective oversight, we continuously evaluate our committee structure to ensure it aligns with the evolving needs of the Company and its Shareholders. In this regard, the Board, in consultation with the Nominating and Corporate Governance Committee , may consider establishing new committees to enhance oversight in key areas such as technology and cybersecurity, human capital, public policy or other relevant areas.
Any decision to form a new committee will be based on a comprehensive review of the Company's strategic priorities, regulatory developments, and governance best practices. Should the Board determine that a new committee is warranted, it will establish a formal charter outlining its responsibilities, composition, and oversight framework to ensure alignment with the Company's long-term objectives and Shareholder interests and applicable regulatory requirements.
| Audit | Compensation and Personnel | Nominating and Corporate Governance | Underwriting and Risk | Investment | |||||||||||||
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| 2024 Meetings | 4 | 4 | 4 | 4 | 4 | ||||||||||||
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Audit Committee.The purpose of the Audit Committee is to prepare the Audit Committee report required by the SEC to be included in our proxy statement and to assist our Board of Directors with respect to its oversight of (1) our risk management policies and procedures, including cybersecurity; (2) the audits and integrity of our financial statements, and the effectiveness of internal control over financial reporting; (3) our compliance with legal and regulatory requirements; (4) the qualifications, performance and independence of the outside auditors; (5) the performance of our internal audit function; (6) the evaluation of related party transactions; (7) pre-approving audit and non-audit services and fees; and (8) the establishment and maintenance of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters, or federal and state rules and regulations, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. All of our Audit Committee members are considered independent under the listing standards of the NYSE governing the qualifications of the members of the audit committee and the independence requirements under Rule 10A-3 of the Exchange Act. The Board of Directors has identified Mr. Patterson and Mr. Pestcoe as current members of the Audit Committee who meet the definition of "audit committee financial expert" established by the SEC .
Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee is responsible for, among other things, (1) reviewing board structure, composition and practices and making recommendations on these matters to our Board of Directors, (2) reviewing, soliciting and making recommendations to our Board of Directors and Shareholders with respect to candidates for election to the Board of Directors, (3) overseeing our Board of Directors' performance and self-evaluation process, reviewing the compensation payable to board and committee members and providing recommendations to our Board of Directors in regard thereto, and (4) developing and reviewing a set of corporate governance principles.
Investment Committee.The Investment Committee establishes our investment policy and guidelines and monitors our investment results and performance against our investment objectives, guidelines, benchmarks, and risk appetite contained in the investment policy. Our investment policy contains guidelines on permitted assets and prohibited asset classes, minimum criteria for credit quality, duration benchmarks, liquidity requirements and sustainability parameters.
Underwriting and Risk Committee.The Underwriting and Risk Committee is responsible for, among other things, overseeing, reviewing and evaluating the Company's policies, guidelines, performance, risk management, processes and procedures relating to the underwriting of (re)insurance risks undertaken by the Company and enterprise risk management activities (including the risk management framework employed by management). The Underwriting and Risk Committee also reviews and makes recommendations to the Board of Directors regarding underwriting matters.
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Meetings of the Board and its Committees
Pursuant to our Corporate Governance Framework, we expect our directors to regularly attend meetings of the Board and the Committees of which they are members, and to spend the time and effort needed to properly discharge their responsibilities, including by keeping themselves informed about the business and operations of the Company. Each director is also encouraged to attend the Company's annual meeting of Shareholders and eight (8) directors attended our inaugural annual meeting in 2024. Our Board met four (4) times during the year ended December 31, 2024 . No director attended fewer than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served (during the period that each director served on the Board or such Committee).
Meetings of Non-Management Directors
The Board believes that one of the key elements of effective, independent oversight is for the independent directors to meet in executive session on a regular basis without the presence of management. In 2024, the independent directors met in executive session at each of our four (4) regularly scheduled Board meetings.
Compensation and Personnel Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2024 , each of David A. Brown , William C. Freda , John Gauthier , and Stephen W. Pacala served on our Compensation and Personnel Committee (and Russell Fradin served as the Chair of the Compensation and Personnel Committee until the expiration of his term as a director following the 2024 annual general meeting). Other than David A. Brown , who served as the interim Chief Executive Officer of the Company from May 14, 2017 until January 22, 2018 and interim Chief Executive Officer of Hamilton Re from August 1, 2020 until October 5, 2020 , none of our Compensation and Personnel Committee members have served as an officer or employee of the Company. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation and personnel committee, or other board committee performing equivalent functions, of any entity that has one or more executive officers serving on our Compensation and Personnel Committee or our Board of Directors. None of the members of the Compensation and Personnel Committee have any other relationship required to be disclosed under this caption under the rules of the SEC .
Board Leadership Structure
The Board reviews the Company's leadership structure from time to time to ensure that we have a strong and independent Board. The Board has determined that the role of independent lead director is not currently necessary as our Chair of the Board, David A. Brown , is a non-management / independent director. All directors, with the exception of our Chief Executive Officer, Giuseppina (Pina) Albo , and Bradley Cooper , the Hopkins director, are independent as defined under the applicable listing standards of the NYSE.
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Consideration of Director Nominees
•The name and address of such Shareholder (as they appear in the Company's Register of Members) and any such beneficial owner
•The class or series and number of shares of the Company which are held of record or are beneficially owned by such Shareholder and by any such beneficial owner
•A description of any agreement, arrangement or understanding between or among such Shareholder and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such nomination or other business
•A representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such general meeting and that that Shareholder (or qualified representative of that Shareholder) intends to appear in person or by proxy at the general meeting to bring such nomination or other business before the general meeting
•A representation as to whether such Shareholder or any such beneficial owner intends or is part of a group that intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Company's outstanding shares required to approve or adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies from Shareholder in support of such proposal or nomination.
A Shareholder shall also comply with all applicable requirements of the Exchange Act.
Board Oversight of Risk and Risk Management
Although management is responsible for the day-to-day management of the risks our Company faces, our Board of Directors and its committees take an active role in overseeing management of our risks, and the Board has ultimate responsibility for the oversight of risk management. The Board regularly reviews information regarding our operational, financial, legal and strategic risks. Specifically, senior management attends quarterly meetings of the Board, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by our Board.
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Our committees assist the Board in fulfilling its risk oversight responsibilities. The Audit Committee coordinates the Board's oversight of risks including our management policies and procedures; the audits and integrity of our financial statements and the effectiveness of internal control over financial reporting; our compliance with legal and regulatory requirements; and the evaluation of related party transactions. Additionally, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to cybersecurity risks, the identification, assessment and management of which are integrated into the Company's overall enterprise risk management systems and processes. Such processes include, on a quarterly basis, senior management's reporting on cybersecurity matters and security risks to a cross-functional management team, which elevates important issues identified in these reports to the Audit Committee to be assessed and further reported to the Board. The Compensation and Personnel Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board structure, composition and practices, performance and self-evaluation processes, succession planning for our directors and corporate governance and corporate governance principles. The Investment Committee assists the Board in fulfilling its oversight responsibilities with respect to the monitoring of our investment results and performance against our objectives, guidelines, benchmarks and risk appetite contained in our investment policy. The Underwriting and Risk Committee assists the Board in fulfilling its oversight responsibilities with respect to management of risks associated with policies, guidelines, performance, risk management, processes and procedures relating to the underwriting of insurance and reinsurance risks undertaken by the Company and enterprise risk management ("ERM") activities, including the risk management framework employed by management.
Code of Conduct and Corporate Governance Framework
Our Corporate Governance Framework, along with our Code of Conduct and Ethics and the charters of each of the committees of our Board, provide a framework for the corporate governance of the Company addressing matters such as director qualification standards, director responsibilities and duties and compensation of our directors. Our Corporate Governance Framework and Code of Conduct and Ethics apply to all of our directors, officers and employees, , including our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. The Code of Conduct and Ethics is available free of charge on our website, www.hamiltongroup.com, and we will also provide a printed version of the Code of Conduct and Ethics to any Shareholder who requests it. A Shareholder may request a copy of Code of Conduct and Ethics by regular mail upon written request addressed to our Secretary at Wellesley House North, 1st Floor, 90 Pitts Bay Road , Pembroke HM 08, Bermuda . In addition, any amendment or waiver of the Code of Conduct and Ethics applicable to any director and/or executive officer may be made only by our Board or Nominating and Corporate Governance Committee and will be promptly disclosed to Shareholders on our website in accordance with the listing standards of the NYSE.
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Shareholder Engagement
As a newly public company, we are committed to establishing a transparent and proactive dialogue with our investors to ensure alignment with their expectations and to build trust as we execute on our strategic vision. Direct engagement with Shareholders helps us gain useful feedback on a wide variety of topics, including corporate governance, executive compensation, business strategy and related matters. Shareholder feedback also helps us better tailor our disclosure to address the interests and inquiries of Shareholders. To help foster this relationship, following our initial public offering we conducted an outreach program to introduce Shareholders to Hamilton, established accessible communication channels (including scheduled opportunities for investors to connect with senior management) and provided updates on our performance and priorities via participation in investor conferences and one-on-one meetings. As we mature into a well-established publicly-traded company, we are committed to enhancing our Shareholder outreach initiatives to help ensure we establish meaningful engagement and transparent communication with our investors in the years ahead.
At Hamilton, we are proud to have dynamic and talented colleagues who are focused on building a company that respects all of our stakeholders. In this context, we endeavor, both as underwriters and as global citizens, to apply our business strengths to make a meaningful impact on society.
Events over the last several years have served as a powerful reminder of the importance of acting responsibly, protecting our social fabric and the natural environment. Hamilton has a history of social and corporate responsibility, as well as a commitment to environmental sustainability. Since our inception, we have acted responsibly and collaborated with others who share our goals of accelerating and improving our industry, and our employees have rallied behind programs aimed at serving the communities in which we live and work.
We are a global specialty insurance and reinsurance company enhanced by data and technology, focused on producing sustainable underwriting profitability and delivering significant Shareholder value. In pursuit of this goal, we uphold four values that shape the way we build our team, the way we work and, ultimately, the way we will prosper.
We anchor our actions in our Hamilton values, which in tusupport Hamilton's Sustainability commitments.
Our Sustainability strategy helps us minimize and avoid risks, investments and actions that are contrary to our values and to being a responsible global citizen.
Making a difference is a part of Hamilton's DNA, and our Sustainability tenets inform how we operate. We treat our Sustainability goals no differently than other vital business imperatives; as such, we focus on areas where we can deliver the biggest impact and with a view to continuous improvement. Our Sustainability philosophy is a living one, which will allow us to set a responsible example, drive sustainable outcomes and leave a positive impact on society.
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Our Approach to Sustainability
Hamilton strives to be a responsible (re)insurer in all aspects of its operations and business practices by considering and recognizing the impact to society and communities, the environment and climate change for current and future generations and for all our stakeholders.
We have a four-pillar approach to Sustainability:
1. Accountability
We recognize our responsibility as a global corporate citizen and our accountability to our stakeholders: our investors, employees, communities, regulatory and ratings agencies, clients, vendors, and business partners.
We believe having a focus on good governance and oversight provides the best outcome for our stakeholders. Our commitment to implementing, monitoring and evolving our Sustainability strategy is critical to our success in building a strong, durable company. We are building financial resilience through the creation of long-term value as we deliver on our strategy of building a global, diversified specialty insurance and reinsurance company.
Hamilton produced a Sustainability Report last year that is available on our company website and intends to produce such report bi-annually going forward.
2. Social Impact
Hamilton supports its employees and the communities it serves by, for example, initiating and supporting charitable endeavors, by fostering an inclusive culture and by promoting non-discriminatory practices.
Based on our regular surveys and informal feedback, our employees agree that we have an inclusive and entrepreneurial culture, underpinned by teamwork and collaboration. Our flat hierarchy offers opportunities for all our staff who want to 'move the needle', take ownership and embrace accountability.
In good company.
This declares our promise to everyone we interact with. We believe we are enriched by one another's attitudes, experiences and knowledge. Our colleagues share a passion for service and results.
Open minds open doors.
We believe that by welcoming and respecting differences, we'll attract and retain the best talent and benefit from diverse experiences and perspectives.
Statistics as at December 31, 2024 , including the average scores for the biannual Hamilton Pulse Surveys conducted in 2024
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3. Underwriting
Hamilton is a responsible underwriter. We embed thoughtful risk management and assessment practices into our decision-making and build relationships with similarly-minded clients, organizations and developing nations, including those investing in alternative energy solutions and transitioning to greener footprints.
Hamilton has introduced Sustainability guidelines for all lines of insurance, where particular focus is given to businesses that could have an adverse environmental or social impact.
Hamilton looks to support businesses that can make a positive impact to people's daily living conditions, such as those that facilitate access to clean water, electricity or healthcare, particularly in developing countries.
One of the core products Hamilton provides is catastrophe re/insurance. We protect millions of individuals and companies around the world and help communities rebuild post disaster.
•We offer products that assist communities in recovering from adverse environmental impacts after natural catastrophe events, such as environmental damage from petroleum products
•We support Non-Governmental Organization's in conflict zones and humanitarian activities
Natural catastrophes have a severe impact on communities and economies. Hamilton provides significant levels of capital to exposed policyholders to facilitate the rebuilding of homes, companies and communities in the event of a natural catastrophe.
Hamilton believes in making data-based underwriting decisions. HARP (Hamilton Analytics and Risk Platform) is a comprehensive cat modelling, portfolio accumulation and reporting framework that allows Hamilton to systematically assess catastrophe risk across the Group in near-real-time. We believe HARP is one of the most sophisticated and user-friendly risk and exposure management systems in the industry, allowing us to manage our capital across a 200,000 iteration stochastic simulation on a multi-year forward looking perspective accounting for:
•Variations in the Atlantic Multidecadal Oscillation (AMO)
•Perils in regions where third-party vendors do not provide models or the models do not adequately capture the risk
•Secondary uncertainty in the outcome of any single event by resampling the vendor models we base our simulations on and providing an expanded range of outcomes to measure our risk
•Severity loads to account for widely recognized model biases and client specific factors
We have generally taken a conservative approach to the impact of climate level atmospheric conditions to manage our capital and in 2017 we introduced a comprehensive framework to allow us to dynamically monitor multiple peril frequency schemes. This framework allows us to monitor the impact of increased frequency of major hurricanes in the North Atlantic in a comprehensive fashion and have confidence that we would still be able to pay claims in the future - our ultimate contract with society.
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4. Investments
Hamilton deploys its invested capital responsibly. Investment decisions are driven by Board of Directors established processes and guidelines, and are monitored regularly to evaluate the alignment of our holdings with our corporate values.
Fixed Income Portfolios - Hamilton's fixed income investment portfolios meet or exceed benchmark performance across key Sustainability measures. Our current investment guidelines have created an investment profile with minimal exposure to coal and oil sands, the defense industry and weapons manufacture. We receive regular Sustainability reporting from our asset managers, who are signatories to the United Nations Principles of Responsible Investment .
Two Sigma Hamilton Fund - Hamilton's investment in the Two Sigma Hamilton Fund is subject to the Sustainability practices established by Two Sigma Investments, LP ("Two Sigma"), the investment manager. Two Sigma is currently exploring the expansion of Sustainability datasets within its investment strategies. Hundreds of datasets have been through initial screening and evaluation by modelling teams to assess the history and quality of the information available. Two Sigma embeds Sustainability risk factors in select risk models, with the intent of expanding this approach more broadly as the current limitations of Sustainability datasets improve. Two Sigma has also expanded its relationship with ISS (Institutional Shareholder Services ) to utilize ISS' Sustainability Proxy Voting Guidelines, effective February 2022 , and continues to monitor and reference aspects of the United Nations Principles for Responsible Investment in its internal framework.
Our corporate tagline "In good company." underpins our employee value proposition, embodies our inclusive, entrepreneurial, and collaborative culture, and drives our success in recruitment, development, and retention of leading industry talent.
Health, Safety and Wellness
We are committed to the health, safety and wellness of our workforce and offer our employees a variety of tools to support their physical and emotional well-being. Examples include access to healthcare insurance, subsidized gym membership, access to a leading workplace wellness platform, monthly wellness webinars and employee assistance programs. Hamilton continues to offer a Flexible Working Policy, supporting employees in balancing their professional and personal lives and promoting well-being and engagement.
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We support the learning and development of our employees and provide opportunities to further their education and professional development to help them achieve their career goals. Some of our 2024 initiatives included:
•A wide range of essential skills and software skills available to all employees
•Ongoing partnerships with organizations such as the London Market Association (LMA), Chartered Insurance Institute (CII) and Insurance Information Institute (III) to provide professional development, external coaches (including Parental transition coaching), and in-house 1:1 training to provide just-in-time learning
•Targeted development pathways for high-potential employees following the annual talent review process to grow their skills, create engagement, foster collaboration, and prepare them for future opportunities
•A summer Internship program at our London , Richmond and Bermuda offices as part of our commitment to attracting and educating future talent into Hamilton and the Insurance Industry
•A group-wide mentoring program
•Bespoke training program for early career team members
Employee Engagement
We believe that engaged employees are an essential part of Hamilton's success as they drive productivity and innovation and contribute to our vibrant and dynamic culture. Our employee engagement initiatives include (i) regular updates to 'Hamilton-on-a-Page' - an at-a-glance view of the company's strategy, business imperatives and other essential business information to help employees understand and create ownership of what we want to achieve as a business and where they fit in (ii) participation in local employee-nominated charitable causes and other company events, and (iii) an extensive program of employee engagement activities such as group and local town halls and regular, targeted communication with real-time engagement data.
We conduct biannual engagement surveys across the organization to measure engagement and gain insights into the employee experience and identify ways to strengthen our culture. Based on the average scores obtained in 2024 (where we achieved a response rate of 86% against an industry norm of 75%), 82% of our workforce say that Hamilton is a great place to work, and 92% say we collaborate across teams to get the job done. Further notable scores include 93% of participants saying that their team look to improve day-to-day work and 83% agreeing that their managers give them ongoing feedback throughout the year. We are proud to have maintained positive, above-industry survey engagement and scores as reflected in our annualized voluntary employee turnover reducing from 12.8% year end December 31, 2023 to 8.4% year end December 31, 2024 .
Compensation and Benefits
To attract and retain our industry's top talent, we offer a competitive fixed and variable compensation program to our employees tailored to local market conditions and designed to reward high performance at both company and individual levels.
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Our compensation packages align with our pay-for-performance philosophy and are assessed annually through year-end compensation reviews.
Our packages are regularly benchmarked against financial services, specialty insurance and reinsurance companies.
Compensation components include market-competitive salaries, short-term annual incentive programs (i.e., bonus payments), and long-term incentives for senior-level employees, such as equity grants. Following the listing of the business on November 10, 2023 , all employees employed in the month prior to the IPO were eligible to receive shares in the company via the Value Appreciation Pool (VAP), subject to applicable vesting terms. The VAP was designed to align long-term Company and Shareholder interests, and the first of two tranches vested on November 10, 2024 (upon the first anniversary of the IPO); the second will vest on
employment with us through each such vesting date (unless an employee experiences a qualifying
termination).
Our comprehensive benefits packages include paid time off, health insurance, employee wellness initiatives, retirement savings plans with employer contributions and work-life benefits, including parental leave policies and flexible work arrangements for eligible employees. In 2024, 42 employees received a Hamilton Service Award, recognizing their dedication and illustrating our commitment to retention, a key part of our 'Magnet for Talent' business imperative.
Succession Planning
We have a robust talent and succession planning process. On an annual basis, management conducts a talent and succession plan for each member of our Executive Committee and their direct reports, focusing on high-performing and high-potential talent. On an annual basis, our Board reviews the succession plan for each member of our Executive Committee.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 21, 2025 regarding beneficial ownership of our common shares by each of the following:
•Each person or group known to us to be the beneficial owner of more than 5% of our Class A common shares or Class B common shares
•Each of our directors and nominees for director
•Each of our named executive officers (or "NEOs")
•All of our directors and executive officers as a group
Beneficial ownership is determined according to the SEC rules. Generally, a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power of that security, or has the right to acquire beneficial ownership of that security within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have or will have sole voting and investment power with respect to all common shares shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.
Our calculation of the percentage of beneficial ownership is based on 17,820,078Class A common shares,65,706,669Class B common shares and 18,375,670 Class C common shares outstandingas of March 21, 2025 .
Common shares issuable pursuant to restricted stock units ("RSU") which are subject to vesting and settlement conditions within 60 days of March 21, 2025 , are deemed to be outstanding and to be beneficially owned by the person holding the RSU for the purpose of computing the percentage ownership of the person holding these RSUs and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Hamilton Insurance Group, Ltd. , Wellesley House North , 1st Floor, 90 Pitts Bay Road , Pembroke HM 08, Bermuda .
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| Common Shares Beneficially Owned | ||||||||||||||||||||
| Class A Common Shares | Percentage of |
Class B Common Shares | Percentage of |
Percentage of |
Percentage of Total Shares Owned (Class A, B and C Common Shares) | |||||||||||||||
| Greater than 5% Shareholders: | ||||||||||||||||||||
|
Entities affiliated with Magnitude(4)
|
15,096,940 | 22.98 | 18.07 | 14.82 | ||||||||||||||||
|
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8,960,039 | 50.28 | 200,000 | * | 10.97 | 8.99 | ||||||||||||||
|
|
8,860,039 | 49.72 | 10.61 | 8.69 | ||||||||||||||||
|
Entities affiliated with
|
4,181,244 | 6.36 | 5.01 | 4.10 | ||||||||||||||||
| 3,715,579 | 5.65 | 4.45 | 3.65 | |||||||||||||||||
| Named Executive Officers, Directors and Director Nominees: | ||||||||||||||||||||
|
|
900,523 | 1.37 | * | * | ||||||||||||||||
| 95,988 | * | * | * | |||||||||||||||||
| 134,769 | * | * | * | |||||||||||||||||
| 116,638 | * | * | * | |||||||||||||||||
| 94,985 | * | * | * | |||||||||||||||||
|
|
598,192 | * | * | * | ||||||||||||||||
| 15,096,940 | 22.98 | 18.07 | 14.82 | |||||||||||||||||
|
|
271,143 | * | * | * | ||||||||||||||||
| 19,896 | * | * | * | |||||||||||||||||
| 9,896 | * | * | * | |||||||||||||||||
| 49,831 | * | * | * | |||||||||||||||||
| 30,090 | * | * | * | |||||||||||||||||
| 56,432 | * | * | * | |||||||||||||||||
| * | ||||||||||||||||||||
| 10,836 | * | * | * | |||||||||||||||||
| 8,955 | * | * | * | |||||||||||||||||
|
All directors, director nominees and executive officers as a group (25 persons)
|
17,796,314 | 27.08 | 21.31 | 17.46 | ||||||||||||||||
1.Pursuant to the Company bye-laws, the total voting percentage with respect to matters on which certain Class A Shareholders and Class B Shareholders vote together is cut back to 9.5% for each Shareholder and any percentage in excess of the cutback percentage is reallocated to other Shareholders.
2.Pursuant to the Company bye-laws, the total voting percentage with respect to matters on which certain Class B Shareholders vote as a class is cut back to the product of (a) 9.5% and (b) the quotient reached by dividing (x) the total number of Directors by (y) the number of Class B Directors for each Class B Shareholder and any percentage in excess of the actual cutback percentage is reallocated to other Class B Shareholders .
3.Percentage of total voting power represents voting power with respect to all of our Class A common shares, entitled to one vote per share, and Class B common shares, entitled to one vote per share. Our Class C common shares have no voting rights, except as otherwise required by law. The percentage of total voting power in the column for each Shareholder does not take into account any applicable voting cutback to reflect the reduction of voting power of any Shareholder subject to the cutback and does not take into account any reallocation to other Shareholders of any voting power due to the reduction of voting power of any Shareholder subject to a voting cutback.
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4.Consists of 11,255,805 Class B common shares held by Magnitude Master Fund CL A ("MMF"), 2,397,962 Class B common shares held by Magnitude Partners Master Fund LP ("MPMF"), 1,375,626 Class B common shares held by Magnitude International Ltd. ("MIL") and 67,547 Class B common shares held by Magnitude Insurance Master Fund, LLC ("MIMF"). MMF is a sub-trust of the Magnitude Master Series Trust , a Cayman Islands unit trust. MMF is controlled by its trustee, MTS Ltd. , a Cayman Islands company. MPMF, a Delaware limited partnership, is controlled by its general partner, Magnitude Management, LLC , a Delaware limited liability company, which is in tucontrolled by its managing members - Benjamin S. Appen and James M. Hall . MIL, a Cayman Islands exempted company, is controlled by its directors - Patrick Agemian and Georgia Prinsloo . MIMF, a Delaware limited liability company is controlled by its non-member manager, Magnitude Capital, LLC , a Delaware limited liability company, which is in tucontrolled by its managing members - Benjamin S. Appen and James M. Hall . Each of Benjamin S. Appen , James M. Hall and H. Hawes Bostic , III, may be deemed to have beneficial ownership of our common shares held by entities affiliated with Magnitude as a result of their service on the investment committee of Magnitude Capital, LLC , but disclaims beneficial ownership of securities held by entities affiliated with Magnitude. Information regarding beneficial ownership of our common shares by entities affiliated with Magnitude is included herein based, in part, on a Schedule 13G/A filed with the SEC on May 9 , 2024, relating to such shares beneficially owned as of December 31, 2023 . The business address for each of these entities is 200 Park Avenue , 56th Floor, New York, NY 10166, USA .
5.The registered address for Hopkins Holdings LLC is 100 Avenue of the Americas , 16th Floor, New York, NY 10013, USA .
6.The address for Sango Hoken Holdings LLC is 100 Avenue of the Americas , 16th Floor, New York, NY 10013, USA .
7.Consists of 3,466,431 Class B common shares held by MLC Investments Limited as trustee for the WM Pool : Equities Trust No. 78 and 696,050 Class B common shares held by MLC Investments Limited as trustee for the WM Pool : Equities Trust No 82. Each are managed by MLC AssetManagement Services Limited . An additional 17,621 Class B Common Shares are held by MLC as trustee for a trust managed by an affiliate of MLC, and an additional 1,142 shares are held by an affiliate of MLC as trustee for a trust managed by another affiliate of MLC. The registered address for each of the foregoing trusts is Level 1, 800 Bourke Street Docklands VIC 3008, Australia .
8.According to a Schedule 13G/A filed with the SEC on November 8, 2024 , Wellington Management Group, LLC , which is the beneficial owner of 3,715,579 shares of Class B common stock, acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds. The registered address for Wellington is 280 Congress Street , Boston, MA 02210, USA ..
9.Consists of (i) 626,724 Class B common shares held by Ms. Albo and (ii) 273,799 Class B common shares held by The Albo 2018 LLC, a trust in which Ms. Albo has voting or investment power over the shares.
10.Consists of (i) 89,237 Class B common shares held by Mr. Brown and (ii) 500,000 Class B common shares held by Leyton Ltd. , an investment holding company held by Thelwall Trust , a family trust established for the benefit of Mr. Brown and his family.
11.Consists of 11,255,805 Class B common shares held by MMF, 2,397,962 Class B common shares held by MPMF, 1,375,626 Class B common shares held by MIL and 67,547 Class B common shares held by MIMF, as described in footnote 4 above. H. Hawes Bostic , III, may be deemed to have beneficial ownership of our common shares held by entities affiliated with Magnitude as a result of his service on the investment committee of Magnitude Capital, LLC , but disclaims beneficial ownership of securities held by entities affiliated with Magnitude.
12.Consists of (i) 47,194 shares held by Mr. Freda and (ii) 214,994 shares held by William C. Freda 2020 Family Trust , a family trust established for the benefit of Mr. Freda and his family. Mr Freda . The current term for William C. Freda , a current director, will expire immediately following the Annual General Meeting.
13.Consists of 21,135 shares held by Doublehead Investment Holdings Limited , an investment holding company established for the benefit of Mr. Patterson and his family.
* Represents beneficial ownership of less than one percent (1%)
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Executive Officers
The following table identifies certain information about our executive officers as of March 17, 2025 . Eachexecutive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
| Age | Position(s) | |||||||
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62 | Director, Chief Executive Officer | ||||||
| 44 | Group |
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| 53 | Group Chief Audit Officer | |||||||
| 43 | Group General Counsel, Secretary & Data Protection Officer | |||||||
| 44 | Chief Executive Officer, Hamilton Global Specialty | |||||||
| 47 | Group Chief Accounting Officer | |||||||
| 55 | Group Head of Human Resources, Communications & Culture | |||||||
| 61 | Group Chief Financial Officer & Chief Investment Officer | |||||||
| 51 | Chief Executive Officer, Hamilton Re | |||||||
| 55 | ||||||||
| 61 | Chief Executive Officer, Hamilton Select | |||||||
| 57 | Group Treasurer and Head of |
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1.Giuseppina (Pina) Albo's biography is available under "Class B Director Nominees".
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Has served as Group |
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Has served as Group Chief Audit Officer of Hamilton since 2014. |
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Has served as Group General Counsel and Secretary of Hamilton since 2017. |
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Has served as Chief Executive Officer at Hamilton Global Specialty since 2020. |
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Joined Hamilton in 2020 and has served as Group Chief Accounting Officer since 2021. Prior to joining Hamilton, |
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Has served as Group Head of Human Resources, Communications & Culture since 2018. From 2017 to 2018, |
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Has served as Group Chief Financial Officer of Hamilton since 2021. Prior to joining Hamilton, |
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Has served as Chief Executive Officer of Hamilton Re since 2020. Prior to joining |
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Joined Hamilton in 2019 as |
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Has served as Chief Executive Officer of |
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Serves as Group Treasurer and Head of |
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1.Previously known as Megan Thomas .
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PROPOSAL TWO:
Non-Binding Advisory Vote on Fiscal 2024 Compensation Paid to our Named Executive Officers
Non-Binding Advisory Vote on Fiscal 2024 Compensation Paid to our Named Executive Officers
Section 14A of the Exchange Act enables our Shareholders to vote to approve, on a non-binding, advisory basis, the fiscal year 2024 compensation paid to our named executive officers as disclosed in the sections of this proxy statement titled "Compensation Discussion and Analysis" and "Executive Compensation", compensation tables and narrative discussion that follows the compensation tables.
This proposal, commonly known as a "say-on-pay" proposal, gives our Shareholders the opportunity to express their views on the compensation paid to our named executive officers and is not intended to address any specific item of compensation, but rather the overall compensation paid to our named executive officers, and the philosophy, policies and practices described in this proxy statement. Accordingly, Shareholders are being asked to indicate their support for the compensation paid to our named executive officers as described in this proxy statement by approving the following advisory resolution:
"RESOLVED, that the Shareholders of the Company approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC , including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion."
In considering their vote, Shareholders are urged to read with care the information on our compensation policies and decisions regarding our named executive officers presented below in "Compensation Discussion and Analysis" and "Compensation Determination Process." Our Board of Directors believes that the compensation paid to our named executive officers is necessary, appropriate and properly aligned with our compensation philosophy and policies. Although the vote is intended to be advisory and non-binding, we value the views of our Shareholders, and the Board of Directors and our Compensation and Personnel Committee will consider the voting results, along with other relevant factors, in connection with their ongoing evaluation of our executive compensation program and future compensation decisions. We have determined to include a "say-on-pay" on the compensation of our named executive officers in our proxy statement annually until the next required vote on the frequency of say-on-pay votes, which will be in 2030. Accordingly, we expect to have a say-on-pay vote at each of the annual general meetings through 2030 (at which time we will evaluate the results of such next vote on the frequency of say-on-pay votes).
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Recommendation
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The Board of Directors recommends that Shareholders vote their shares, on a non-binding advisory basis,"FOR"the proposal to approve the compensation paid to our named executive officers as described in this proxy statement
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Vote Required
The approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as described in this proxy statement requires the affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this proposal.
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Compensation and Personnel Committee Report
This report is provided by the following independent directors, who constitute the Compensation and Personnel Committee (1):
•John J. Gauthier , Chair
•David A. Brown
•William C. Freda
•Stephen W. Pacala
On June 13, 2024 , Mr. Russell Fradin , who had served as Chair of the Compensation and Personnel Committee since 2022, ceased to be a member of the Board of Directors. While Mr. Fradin provided advice and guidance to the Compensation and Personnel Committee until his term as a director expired, Mr. Fradin did not participate in the review or approval of the Compensation Discussion and Analysis included in this proxy statement. The responsibilities associated with the Compensation Discussion and Analysis review and related compensation matters were overseen solely by the members of the Compensation and Personnel Committee listed above.
1.The Compensation and Personnel Committee Report was approved by the Compensation and Personnel Committee onFebruary 25 ,2025.
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Compensation Discussion and Analysis
Executive Summary
This compensation discussion and analysis ("CD&A") describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the fiscal year ended December 31, 2024 . This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our named executive officers ("NEOs"), who are listed below:
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Chief Executive Officer
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Chief Executive Officer, Hamilton Re
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Chief Executive Officer, Hamilton Global Specialty
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Group General Counsel, Secretary & Data Protection Officer
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QUICK CD&A REFERENCE GUIDE
| Executive Summary | Section I | ||||
| Compensation Philosophy | Section II | ||||
| Compensation Program Governance | Section III | ||||
| Compensation Program Components | Section IV | ||||
| Compensation Determination Process | Section V | ||||
| Additional Compensation Policies and Practices | Section VI | ||||
COMPANY OVERVIEW
We are a global specialty insurance and reinsurance company founded in Bermuda in 2013. We harness multiple drivers to create Shareholder value. These include diverse underwriting operations supported by proprietary technology and a team of over 600 full-time employees, a strong balance sheet, and a unique investment management relationship with Two Sigma (see "Certain Relationships and Related Party Transactions" for details on the Two Sigma Commitment Agreement). We operate globally, with underwriting operations in London , Ireland , Bermuda , and the United States . We are led by an entrepreneurial and experienced management team that has grown premiums written from $571 million for the year ended November 30, 2018 , to $2.4 billion for the fiscal year ended December 31, 2024 , while also reducing our combined ratio significantly. The combined effects of organic premium growth, strategic acquisition, new market developments and continuous platform cost optimization leave us well positioned to capitalize on the favorable market conditions across the lines of business written by our established and scaled underwriting platforms.
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CONSIDERATION OF MOST RECENT SAY-ON-PAY ADVISORY VOTE
As a newly public company, we held our first say-on-pay vote at our 2024 annual general meeting. Our Shareholders indicated their strong satisfaction with our executive compensation program through their significant support of the 2024 say-on-pay vote (82% of the votes cast in favor). The Compensation and Personnel Committee and the other members of our Board believe this level of approval of our executive compensation program indicates significant Shareholder support of our compensation philosophy and goals. The Compensation and Personnel Committee considered the level of support and feedback from Shareholders in making decisions regarding pay policies and decisions for 2025.
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Executive Compensation Philosophy
Compensation Philosophy
Our compensation philosophy is performance-based and focuses on aligning the financial interests of our executive officers, including our NEOs, with those of our Shareholders. Key components of our compensation philosophy are as follows:
Attract, motivate, and retain key talent needed to continue Hamilton's growth:We recruit talent with diverse experience, expertise, capabilities, and backgrounds to lead the profitable growth of our business and to execute our strategy. We reference the amounts and components of executive officer compensation in the companies in our compensation peer groups in recruiting our executive officers and determining competitive pay levels.
Provide a significant portion of total pay in variable pay that aligns actual payments with performance outcomes (pay for performance):We structure the compensation of our executive officers to have a significant portion that is variable and at-risk based on Company performance, given the executives' greater ability to influence the achievements of the enterprise as a whole. The variable components include annual cash incentives and long-term equity incentives. As actual variable compensation earned is tied directly to the achievement of financial, strategic, and business goals and our equity value, with upside potential when executives exceed target goals, the higher allocation to variable pay fosters a pay-for-performance culture.
Provide rewards for attainment of tangible objectives, while also considering the external context:We have designed our executive compensation program to incentivize our executive officers to achieve goals that advance our strategic and business objectives and increase Shareholder value by closely linking Company performance and their individual performance to the compensation they earn. We specify clear and measurable quantitative and qualitative goals that, in combination and if achieved, are designed to elevate our results and returns to Shareholders. We strive for our reward offerings to be market competitive, aligned with market practice and considerate of Shareholder interests.
Align executive officers' interests with those of the Company and its Shareholders, via equity-based and other long-term incentive compensation:Equity-based and other long-term incentive compensation constitutes a significant portion of our executive officers' overall compensation. We use equity as the primary form for long-term incentive opportunities to motivate and reward executive officers to (i) achieve multi-year strategic goals and (ii) deliver sustained long-term value to Shareholders. Using equity for long-term incentives creates strong alignment between the interests of executive officers and those of our Shareholders. It provides executive officers with a common interest with Shareholders in share price performance and fosters an ownership culture among executive officers by making them Shareholders with a personal stake in the value they are being motivated to create.
Reward talent through a fair, competitive, and reasonable process:We believe that our executive compensation program should incentivize our executive officers to achieve our business goals and enable us to attract and retain executives whose talents, expertise, leadership, and contributions are expected to build and sustain growth in long-term Shareholder value. To achieve these objectives, we regularly review our compensation policies and overall program design to ensure they are aligned with the interests of our Shareholders and our business goals, and that the total compensation paid to our executives is fair, reasonable, and competitive for our size and stage of development.
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COMPENSATION PROGRAM GOVERNANCE
We assess the effectiveness of our executive compensation program from time to time and review risk mitigation and governance matters, which include maintaining the following best practices:
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What we do
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Pay for Performance
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The majority of total executive compensation is variable and at-risk
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Independent Compensation Committee
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Our
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Independent Compensation Consultant
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Clawback
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Under our clawback policy, incentive compensation for our executive officers is subject to clawback if we are required to restate our financial statements due to material noncompliance with a financial reporting requirement or to correct an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected or left uncorrected
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Share Ownership Guidelines
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We have guidelines for executive officers to maintain meaningful levels of share ownership
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Caps on Annual Bonuses and Equity Grants
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Our annual cash incentive plan and equity awards have upper limits on the amounts of cash and equity that may be earned
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Double Trigger Change-in-Control Severance and Acceleration
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The Company has entered into employment agreements with our NEOs that provide certain financial benefits if there is both a change in control and a qualifying termination of employment (a "double trigger"). A change in control alone will not trigger severance pay or accelerated vesting of equity awards
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Peer Data
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We use compensation peer groups comprised of companies based on industry sector, revenue and market capitalization as a reference for compensation decisions, and we review these peer groups annually
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Multi-year Vesting and Earn-out Requirements
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The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives
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Risk Mitigation
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Our executive compensation program is designed, in part, to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results
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What we don't do
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No Perks
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We do not provide perquisites to executive officers
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No Excise Tax Gross-Ups
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We do not provide excise tax gross-ups on change-in-control payments
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No Hedging or Pledging of Company Shares
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We do not permit our executive officers and directors to pledge or hedge their Company shares
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No Guaranteed Performance Bonuses
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We do not provide guaranteed performance bonuses to our NEOs at any minimum levels of payment under our annual cash incentive plan
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No Dividend Equivalents on Unvested Performance Awards
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We do not pay dividends or dividend equivalents on performance-based awards unless and until the performance awards are earned and vested.
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KEY ASPECTS OF THE 2024 EXECUTIVE COMPENSATION PROGRAM
BASE SALARIES
The base salary of our Chief Executive Officer remained unchanged from the prior year. The base salaries of our other NEOs were increased by amounts rangingfrom 6.7% to 7.6%, largely to bring them into better alignment with the market for these positions at peer companies.
ANNUAL INCENTIVE OPPORTUNITY
Our Compensation and Personnel Committee used Company financial and strategic and operational performance goals for its annual cash incentive program. Our Compensation and Personnel Committee worked closely with management and with guidance from its independent compensation consultant to establish the targets and goals, setting them at levels that it considered rigorous and challenging, requiring substantial effort to achieve, appropriately incentivizing performance, and considering the relevant risks and opportunities.
a.Financial Goals.60% of the amount of the bonus pool funding was based on underwriting profitability as measured by our combined ratio (as described below). The Compensation and Personnel Committee selected this measure because it focuses executives on this critical business priority
b.Strategic and Operational Goals.40% of the amount of the bonus pool funding was based on the following strategic and operational measures:
1.Strategic Growth (20%) - actions to sharpen our strategic focus, align our organizational structure with the group strategy and focused execution in line with communicated priorities to grow in the right lines of business at the right time in the cycle while continuing to optimize portfolio composition
2.Technology Enablement(10%) - actions to enhance technology capabilities, continue to build facilitating business platforms, capture data, and improve analytics
3.Magnet for Talent(10%) - actions to attract, develop and retain talent within the organization and create a vibrant entrepreneurial culture that fosters communication, collaboration, alignment with our corporate values and the execution of our sustainability strategy
For the financial goal (60%), the combined ratio for the fiscal year ended December 31, 2024 was 91.3%. This performance equated to 163% of target achievement.
For the strategic and operational goals (40%), the Compensation and Personnel Committee determined that strategic growth (20%) was achieved at 200% of target, technology enablement (10%) was achieved at 75% and magnet for talent (10%) was achieved at 150%. These results translated to 156% earning on the strategic and operational portion, for a total, when combined with the financial portion, of 160%. See "Compensation Program Components" below for more details on the types of strategic and operational goals.
2024 LONG-TERM INCENTIVES
Equity grants for our NEOs in the fiscal year ended December 31, 2024 consisted of performance-based vesting restricted stock units ("PSUs") and time-based vesting restricted stock units ("RSUs"), with the target value divided evenly between these awards. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive's pay to creating long-term Shareholder value. The Compensation and Personnel Committee structures the long-term incentive opportunity to motivate
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executive officers, including our NEOs, to achieve multi-year strategic goals and deliver sustained long-term value to Shareholders, and to reward them for doing so.
For the fiscal year ended December 31, 2024 , the Compensation and Personnel Committee selected two equally weighted PSU performance metrics: Retuon Equity ("ROE") and Book Value per Share Growth ("BVSG") each measured on an absolute basis over a three-year performance period. These metrics replaced three-year annualized underwriting retuon capital to better align with peer group market practices and being a public company. Performance achievement for the 2022-2024 PSU performance period was attainedat 146.4% of target based on the achievement of three-year performance for underwriting retuon capital.
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Elements of Executive Compensation
Compensation Program Components
2024 COMPONENTS IN GENERAL
Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive's pay to creating long-term Shareholder value. In the fiscal year ended December 31, 2024 , the Compensation and Personnel Committee structured the long-term incentive opportunity with PSUs and RSUs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to Shareholders and to reward them for doing so.
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Element
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Description
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Additional Detail
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| Base Salary | Fixed cash compensation based on each executive officer's role, individual skills, experience, performance, and competitive market conditions | Intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team | ||||||
| Short-Term Incentives: Annual Cash Incentive Opportunities |
•Pool is 60% based on financial objectives and 40% based on strategic and operational goals
•Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals
•Capped at a maximum of 200% of each NEO's target opportunity
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Designed to ensure executive officers are motivated to achieve our annual goals and reward them for doing so, and to attract and retain executive officers | ||||||
| Long-Term Incentives: Annual Equity-Based Compensation |
Variable equity-based compensation:
•PSUs: Performance stock units that vest based on achievement of financial performance goals.
•RSUs: Restricted stock units that vest based on the passage of time
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Designed to motivate and reward executive officers to achieve our multi-year strategic goals and to deliver sustained long-term value to Shareholders, as well as to attract and retain executive officers Links with Shareholder value creation to align with Shareholders' interests |
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2024 TARGET PAY MIX
Consistent with the Compensation and Personnel Committee's pay-for-performance philosophy, a meaningful majority of annual target total compensation is variable, at-risk pay. The Compensation and Personnel Committee considers compensation to be "at-risk" if it is subject to operating performance or if its value depends on our share price.
The following graphic shows the allocation of annual target total compensation payable to the Chief Executive Officer and the average allocation to the other NEOs. The Compensation and Personnel Committee allocated compensation among base salary, target annual cash incentive plan amounts and the grant date fair value of long-term incentives in the form of PSUs and RSUs. The values and allocations were determined by the Compensation and Personnel Committee with reference to, and consistent with, the allocations among such elements at the companies in our compensation peer groups.
Each compensation element is discussed in more detail below and set forth in more detail in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards table below
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BASE SALARY
Base salaries provide fixed compensation to our NEOs and other executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer's areas of responsibility, role, and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements, and the competitive market for the position.
The base salary of our Chief Executive Officer remained unchanged from the prior year. The base salaries of our other NEOs were increased by amounts ranging from 6.7% to 7.6%, effective as ofApril 1 ,2024, to bring them within the market range for similar positions at peer companies and to reflect executive performance and internal alignment. From time to time, the Compensation and Personnel Committee will consider base salaryadjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries but may also include a change of role or responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints, or market trends.
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NEO
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2023 Base Salary ($)
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2024 Base Salary ($)
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Change (%)
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||||||||
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1,300,000
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1,300,000
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0
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600,000
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640,000
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6.7
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590,000
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635,000
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7.6
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447,768
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491,684 |
6.9
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400,000
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430,000
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7.5
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1.All amounts paid to Mr. Daws were paid in British pound sterling. For purposes of this CD&A, all amounts paid to Mr. Daws during 2023 and 2024 were converted to U.S. dollars using the 2023 and 2024 average exchange rate, $1.2438 and $1.2771 , respectively, except where otherwise indicated.
2.All amounts paid to Ms. Carreiro were paid in Bermuda dollars (BMD). The BMD is pegged to the U.S. dollar at a rate of 1:1.
ANNUAL CASH INCENTIVE PLAN
The annual cash incentive plan for executive officers is a cash-based plan that rewards executive officers, including our NEOs, for the achievement of key annual objectives. The structure of the annual cash plan incentivizes NEOs to meet or exceed annual financial and strategic and operational objectives and promotes collaboration through the achievement of common Company goals that the Compensation and Personnel Committee views as critical to the execution of our business strategy.
There is a bonus pool under the annual cash incentive plan that is funded based on our achievement against the financial measure of profitability (weighted 60%) as measured by our combined ratio and the measures of strategic growth (weighted 20%), technology enablement (weighted 10%) and being a magnet for talent (weighted 10%), as more specifically described above and below. If achievement relative to these measures does not reach at least the threshold level, then the bonus pool will not be funded, and the NEOs would not be entitled to any payout, regardless of his or her individual performance.
To the extent that the bonus pool is funded, the NEOs are entitled to payouts under the annual cash incentive plan based on the level of achievement relative to the financial and strategic and operational measures, subject to the Compensation and Personnel Committee's discretion to decrease or increase the overall funding percentage and/or to decrease or increase any individual bonus payout.
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TARGET OPPORTUNITIES
|
NEO
|
2023 Target Cash Incentive Opportunity (as a % of Base Salary)
|
2024 Target Cash Incentive Opportunity (as a % of Base Salary)
|
||||||
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160
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160
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||||||
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150
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150
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||||||
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125
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140
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125
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140
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80
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100
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FINANCIAL MEASURE (60%)
For the fiscal year ended December 31, 2024 , 60% of the amount of the bonus pool funding for our annual cash incentive plan was based on underwriting profitability as measured by our combined ratio (as described below). The Compensation and Personnel Committee selected this measure because it focuses our NEOs and other executive officers on this critical business priority.
We use the combined ratio as our measure of underwriting profitability. This ratio is a relative measurement that describes, for every $100 of net premiums earned, the amount of losses and loss adjustment expenses, and the amount of other underwriting expenses, that would be taken from the premium. A combined ratio of less than 100% indicates that the insurance company's underwriting activities are profitable and a combined ratio of over 100% indicates an underwriting loss. The appropriate combined ratio target for a company depends upon its mix of business as the underwriting environment varies across countries and products, as does the degree of litigation activity, all of which affect the combined ratio. In addition, investment returns, local taxes, cost of capital, regulation, product type and competition can affect pricing and consequently profitability, as reflected in underwriting income and associated ratios.
For the financial measure, the Compensation and Personnel Committee set the target for combined ratio at a level that it considered rigorous and challenging and that considered the relevant risks and opportunities of the Company's business but that does not fail to incentivize proper underwriting discipline. In particular, the Compensation and Personnel Committee reviewed our annual operating budget for the fiscal year ended December 31, 2024 that resulted from our detailed budgeting process and evaluated various factors that might affect whether the target could be achieved, including the risks to achieving certain preliminary objectives that were necessary prerequisites to achieving the budget targets.
Considering these factors, the Compensation and Personnel Committee set the target for combined ratio at95.2% for the fiscal year ended December 31, 2024 and set the threshold level of performance at111.5%, and the maximum level of performance at88.5%, a level that required exceptionally strong performance and represented a significant challenge.
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Financial Measure
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Weighting (%)
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Threshold (%)
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Target (%)
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Maximum (%)
|
||||||||||
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Combined Ratio
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60
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111.5
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95.2
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88.5
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Funding Percentage (as a % of target funding)
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0
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100
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200
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STRATEGIC AND OPERATIONAL MEASURES (40%)
For the fiscal year ended December 31, 2024 , 40% of the amount of the bonus pool funding for our annual cash incentive plan is based on the following strategic and operational measures:
•Strategic Growth (20%) - actions to sharpen our strategic focus, align our organizational structure with the refined strategy and focused execution in line with communicated priorities to grow in the right lines of business at the right time in the cycle while continuing to optimize portfolio composition
•Technology Enablement(10%) - actions to enhance technology capabilities and service delivery, continue to build facilitating business platforms, capture data and improve analytics, and review and update the strategy
•Magnet for Talent(10%) - actions to enhance internal and external communications, marketing strategy, desired culture, increased engagement and execution of our Sustainability strategy
|
Strategic and Operational Measure
|
Key accomplishments
|
Rating and Score
|
||||||
|
(20%)
|
•
•HMA upgraded to "outperforming" Lloyds assessment
•Continued significant year-on-year growth in GWP+24%growth in 2024 over prior year)
•Continued reduction in our expense ratio to 10.8%.
•Continued targeted build-out of Hamilton Select.
•Sox compliance on track with no material weaknesses
|
Exceed
2.00
|
||||||
|
Technology Enablement
(10%)
|
•Roll out of MINT to further Hamilton Select LOB's and Claims. Straight through processing to Eclipse, Financial systems, Data warehouse
•Sox compliance of all IT systems on track
•Improved capability of calculating PML through HARP
•Delivered SICS Cede reinsurance accounting system to Hamilton Global Specialty
•Implemented Jarvis (Reinsurance pricing system) in Hamilton Re
•Rolled out data quality and governance across all key business platforms
|
Partially Meet
0.75
|
||||||
|
Magnet for Talent
(10%)
|
•Pulse survey continued positive results (average 82% strongly agree/agree Hamilton great place to work)
•Continue to attract, develop and retain top diverse talent
•Staff turnover reduction (8.4 % end 2024 from 12.8% end, 2023)
•Continued robust talent assessment, talent management and development, and elevated succession planning for discussion with Board
•Continued to develop and communicate our Sustainability strategy with first Sustainability report in 2024
|
Partially Exceed
1.5
|
||||||
|
Score
|
1.56 | |||||||
|
Calibration
|
1.6 | |||||||
For the strategic and operational measures, the Compensation and Personnel Committee evaluates the degree or level of achievement in each of the categories relative to each business priority.
BONUS POOL FUNDING
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level of performance. For performance between the threshold level and the target level, the funding level increases from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the funding level ranges from 100% of the target opportunity to 200% of the target opportunity. Achievement above the maximum level is capped at the maximum funding level of 200% of target. For performance between the threshold and target and between target and maximum, the bonus funding level is determined by linear interpolation.
For the strategic and operational measures, the Compensation and Personnel Committee similarly determines achievement relative to each measure based on its qualitative rating of where performance fell on a scale of "does not meet" to "exceed" and translates that performance level to a corresponding bonus funding level ranging from 0% to 200%.
2024 ACHIEVEMENT OF FINANCIAL AND STRATEGIC AND OPERATIONAL MEASURES
For the fiscal year ended December 31, 2024 , we had a combined ratio of 91.3%. We made significant progress regarding each of the strategic and operational measures, partially exceeding or, in some cases significantly exceeding, the goals in each category. The following table sets forth the Company's achievement relative to the financial and strategic and operational measures and the corresponding overall bonus pool funding level of 160%:
|
Performance Measures
|
Weighting
(%)
|
Threshold
(%)
|
Target
(%)
|
Maximum
(%)
|
Actual Result (%)
|
Performance Achievement (%)
|
Weighted Payout
(%)
|
||||||||||||||||
|
Financial Measure: Combined Ratio
|
60
|
111.5 |
95.2
|
88.5
|
91.3 | 163 | 98 | ||||||||||||||||
|
Funding Percentage (as a % of target funding)
|
0
|
100
|
200
|
||||||||||||||||||||
|
Strategic and Operational Measures:
|
|||||||||||||||||||||||
|
|
20
|
-
|
-
|
-
|
-
|
200 | 40 | ||||||||||||||||
|
Technology Enablement
|
10
|
-
|
-
|
-
|
-
|
75 | 7.5 | ||||||||||||||||
|
Magnet for Talent
|
10
|
-
|
-
|
-
|
-
|
150 | 15 | ||||||||||||||||
|
Aggregate Weighted Funding Percentage:
|
160 | ||||||||||||||||||||||
PAYOUT DETERMINATIONS
As described above, the Compensation and Personnel Committee verifies achievement relative to the target for the financial measure and the strategic and operational measures to determine the respective performance levels. The Compensation and Personnel Committee then adds the amounts for the two components together to determine the bonus pool funding. The Compensation and Personnel Committee then takes this bonus pool funding level, together with each NEO's individual annual performance review, and determines the payout, which may be more or less than the NEO's target, ranging from a minimum of 0% and up to a maximum (assuming 100% funding of the bonus pool) of 200%.
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The total payout under our annual cash incentive plan for each NEO for the fiscal year ended December 31, 2024 is reflected in the following table:
|
NEO
|
2024 Base Salary ($)
|
2024 Target Cash Incentive Opportunity
(as a % of Base Salary)
|
Target Incentive
($)
|
Bonus Pool Funding Plus Individual Performance (%)
|
Total 2024 Cash Incentive Payout Amount ($)
|
||||||||||||
|
|
1,300,000
|
160
|
2,080,000
|
175 | 3,640,000 | ||||||||||||
|
|
640,000
|
150
|
960,000
|
174 | 1,675,000 | ||||||||||||
|
|
635,000
|
140
|
889,000
|
160 | 1,422,000 | ||||||||||||
|
|
491,684 |
140
|
682,644 | 162 | 1,108,188 | ||||||||||||
|
|
430,000
|
100
|
430,000
|
169 | 725,000 | ||||||||||||
1.All amounts paid to Mr. Daws were paid in British pound sterling. The target and total cash incentive payout amounts for the fiscal year ended December 31, 2024 , was converted using the exchange rate on February 25, 2025 , the date when the Compensation and Personnel Committee approved the payout, of $1.2665 per GBP. For Mr. Daws base salary the 2024 average exchange rate of $1.2771 was used.
LONG-TERM INCENTIVES
The largest component of the executive compensation program is long-term incentive equity grants, which are prospective in nature and intended to tie a substantial portion of our NEOs' and other executive officers' pay to creating long-term Shareholder value. The Compensation and Personnel Committee designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Shareholders. The long-term incentives create a strong link between payouts and performance, and significant alignment between the interests of executive officers and the interests of our Shareholders. Long-term equity incentives also promote retention because executive officers will receive value through the vesting schedule only if they remain employed by us over the required term. Equity incentives also foster an ownership culture among our executive officers by making them Shareholders with a personal stake in the value they are intended to create. The Compensation and Personnel Committee chose to award PSUs because they reward NEOs for future performance if long-term underwriting performance goals are achieved and RSUs because they provide a retentive vehicle and alignment with long-term business performance.
LONG-TERM INCENTIVE TARGET OPPORTUNITIES
The employment agreements with each of our NEOs set forth annual targets for grants of PSUs and RSUs. The target levels are expressed as dollar amounts, equal to a certain percentage of base annual salary. The number of shares covered by the awards is calibrated by dividing the applicable target dollar amount by the per share fair market value of our shares as of the last day of the prior financial year ($19.03for the grants made during the fiscal year ended December 31, 2024 ). In March 2024 , the Compensation and Personnel Committee authorized grants of awards to our NEOs under our 2023 Equity Incentive Plan at their respective annual grant targets. In affirming and establishing these grant levels, the Compensation and Personnel Committee considered the following:
•The values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the companies in our compensation peer sets
•Individual performance, criticality, and expected future contributions of the NEO
•Time in role, skills, and experience
•Retention
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|
NEO
|
2023 Target Long-term Incentive Opportunity (as a % of Base Salary)
|
2024 Target Long-term Incentive Opportunity (as a % of Base Salary)
|
||||||
|
|
250
|
275
|
||||||
|
|
200
|
230
|
||||||
|
|
150
|
160
|
||||||
|
|
150
|
160
|
||||||
|
|
80
|
100
|
||||||
EQUITY VEHICLES AND 2024 MIX: PSUs AND RSUs
The mix of long-term incentives granted to the NEOs during the fiscal year ended December 31, 2024 is shown in the following table:
|
Equity Vehicle
|
2024 Allocation
|
Vesting Period
|
Performance Metrics
|
Rationale for Use
|
||||||||||
|
PSUs
|
50%
|
3-year cliff
|
•3-year average Retuon Equity
•3-year annualized Book Value per Share Growth
|
•Focuses on core profitability and sustainable growth
•Prioritizes increasing Shareholder value
•Promotes long-term focus and retention
|
||||||||||
|
RSUs
|
50%
|
3 years: 1/3 per year
|
•Value of stock at vesting
|
•Aligns with Shareholders
•Promotes retention
•Provides value even during periods of share price or market underperformance
|
||||||||||
PSU PERFORMANCE METRIC
For the fiscal year ended December 31, 2024 , the Compensation and Personnel Committee replaced three-year Annualized Underwriting Retuon Capital (UROC) with two equally weighted PSU performance metrics: three-year average Retuon Equity (ROE) and three-year annualized Book Value per Share Growth (BVSG). These metrics better align with peer group market practices and our status as a public company. ROE was selected because it measures the Company's ability to generate profits, leading to sustainable growth and alignment with Shareholder interests. BVSG was selected because it reflects the underlying value of the Company's assets minus its liabilities, providing a clear measure of financial health and encouraging a long-term focus on sustainable performance.
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TARGET, THRESHOLD AND MAXIMUM PERFORMANCE LEVELS
Similar to the annual cash incentive plan, for the PSUs, the Compensation and Personnel Committee defines payout levels representing the number of PSUs to be earned by our NEOs and other executive officers based on the level of actual performance relative to the target.
Depending on where the Company's three-year ROE and BVSG performance falls, the payout percentage will be determined by linear interpolation.
Ultimately, the Compensation and Personnel Committee will approve the performance achievement percentages and the determination of the number of PSUs earned based on the outcome of the formula.
2024 GRANTS OF PSUs AND RSUs
The following table summarizes the grants to our NEOs:
|
NEO
|
2023
Base Salary
($)
|
2024 Target Long-Term Incentive Opportunity
(as a % of Base Salary)
|
Target Long-Term Incentive Value
($)
|
PSUs
($)
|
PSUs
(#)
|
RSUs
($)
|
RSUs
(#)
|
||||||||||||||||
|
|
1,300,000
|
275
|
3,575,000
|
1,787,500
|
123,276
|
1,787,500
|
123,276
|
||||||||||||||||
|
|
600,000
|
230
|
1,380,000
|
690,000
|
47,586
|
690,000
|
47,586
|
||||||||||||||||
|
|
590,000
|
160
|
944,000
|
472,000
|
32,552
|
472,000
|
32,552
|
||||||||||||||||
|
|
445,284
|
160
|
712,454
|
356,227
|
25,245
|
356,227 |
25,245
|
||||||||||||||||
|
|
400,000
|
100
|
400,000
|
200,000
|
13,793
|
200,000
|
13,793
|
||||||||||||||||
1.The base salary amount was converted to U.S. dollars using the 2023 average exchange rate,$1.2438 per GBP.
2022 PSUs WITH PERFORMANCE PERIOD COMPLETED AS OF FISCAL YEAR ENDED DECEMBER 31, 2024
In 2022, the Compensation and Personnel Committee granted PSUs with performance-based vesting requirements for the three-year performance period of 2022-2024 based on underwriting retuon capital, which had the following performance curve:
|
2022 Performance Measure
|
Below Threshold (%)
|
Threshold (%)
|
Target (%)
|
Maximum (%)
|
Maximum or Above (%)
|
Actual
(%)
|
||||||||||||||
|
Underwriting Retuon Capital
|
<(0.9)
|
(0.90) |
4.8
|
7.9
|
>7.9
|
6.1 | ||||||||||||||
|
Payout Percentage of Target Shares
|
0
|
0
|
100
|
200
|
200
|
146.4 | ||||||||||||||
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|
NEO
|
Earned PSUs (#)
|
||||
|
|
128,421 | ||||
|
|
44,453 | ||||
|
|
34,575 | ||||
|
|
23,373 | ||||
|
|
12,792 | ||||
Underwriting retuon capital is determined by a fraction, the numerator of which consists of 1) GAAP underwriting profit, plus 2) a catastrophe loss bank adjustment, plus 3) a reserve adjustment, plus 4) a loss portfolio transfer adjustment, plus 5) investment income on insurance float; and the denominator of which consists of risk-adjusted underwriting capital. The Compensation and Personnel Committee approves underwriting retuon capital for each of the three years in the performance period, and then compounds and annualizes them.
Human Capital and Compensation Committee Process
Compensation Determination Process
ROLE OF THE COMMITTEE
In accordance with its charter, the Compensation and Personnel Committee establishes total compensation for the Chief Executive Officer, reviews and evaluates the performance of the Chief Executive Officer and develops base salary and incentive compensation recommendations. Our Chief Executive Officer does not play any role with respect to any matter affecting her own compensation and is not present when the Compensation and Personnel Committee discusses and formulates the compensation recommendation.
With the input of the Chief Executive Officer, the Compensation and Personnel Committee also establishes the compensation for all of the other executive officers.
ROLE OF THE CHIEF EXECUTIVE OFFICER
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The Chief Executive Officer's input is particularly important in connection with base salary adjustments and the determination of each executive officer's individual goals under the annual cash incentive plan. The Compensation and Personnel Committee gives significant weight to the Chief Executive Officer's recommendations in light of her greater familiarity with the day-to-day performance of her direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the Chief Executive Officer. Nevertheless, the Compensation and Personnel Committee makes the ultimate determination regarding the compensation for the executive officers.
ROLE OF MANAGEMENT
EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION
In making determinations about executive compensation, the Compensation and Personnel Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful external context. When making decisions about the structure and component mix of our executive compensation program, the Compensation and Personnel Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable companies, as derived from surveys, public filings, and other sources.
The market data is used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. The Compensation and Personnel Committee determined that the appropriate market reference was within the median range for similar positions at peer companies. Executive officers' total compensation may deviate from the level referenced in order to attract or retain key individuals or reflect their respective skills, experience, or performance.
We believe that the compensation practices of these peer sets provided us with appropriate compensation reference points for establishing the compensation of our NEOs for the fiscal year ended December 31, 2023 . Consistent with best practices for corporate governance, the Compensation and Personnel Committee intends to review our competitive market information annually.
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Risk Management and Compensation
COMPENSATION AND PERSONNEL COMMITTEE CONSULTANT
Our Compensation and Personnel Committee may engage its own external compensation consultant to advise on the Company's compensation programs generally, prepare reports that compare our compensation programs to those of our peers and help ensure the competitiveness and appropriateness of our compensation. The Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation and Personnel Committee and evaluate executive compensation, including the sole authority to approve the fees and any other retention terms for such consultant or advisor.
•Reviewed and advised the Compensation and Personnel Committee on compensation matters related to the Chief Executive Officer as well as our other executives
•Prepared and presented on compensation benchmark analysis for each of Hamilton's executive team
•Reviewed and advised on director compensation
In June 2024 , the Committee hired Mercer (US) LLC ("Mercer") as the independent compensation consultant. During this portion of the fiscal year ended December 31, 2024 , Mercer:
•Conducted stakeholder interviews and summarized key themes
•Conducted peer group benchmarking
•Summarized proxy advisor feedback
•Provided a regulatory and compensation trends update
•Reviewed incentive practices for the short- and long-term incentive plan, including share usage
•Reviewed executive benefits and perquisites
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Each year, our compensation consultant is required to submit a letter describing any conflicts of interest and other factors relating to its independence. The Compensation and Personnel Committee has determined that Aon and Mercer are independent and their work during the fiscal year ended December 31, 2024 did not raise any conflicts of interest. During the fiscal year ended December 31, 2024 , Mercer's fees for executive compensation consulting were $371,712 and Aon 's fees were $175,388 . In addition to Mercer's work on behalf of the Compensation and Personnel Committee , Mercer and its affiliates provide other non-executive compensation-related services to the Company. These services are approved by management which oversees the specific areas of business for which the services are provided. The total amount paid for these other services in the fiscal year ended December 31, 2024 was $5,528,362 . Most of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan , the parent company of Mercer, which are considered affiliates even though they operate independently of Mercer.
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Peer Benchmarking
In making determinations about executive compensation, the Compensation and Personnel Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful external context. When making decisions about the structure and component mix of our executive compensation program, the Compensation and Personnel Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable companies, as derived from surveys, public filings, and other sources.
The market data is used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. The Compensation and Personnel Committee determined that the appropriate market reference was within the range for similar positions at peer companies. Executive officers' total compensation may deviate from the level referenced to attract or retain key individuals or reflect their respective skills, experience, or performance.
We believe that the compensation practices of these peer sets provided us with appropriate compensation reference points for establishing the compensation of our NEOs for the fiscal year ended December 31, 2024 . Consistent with best practices for corporate governance, the Compensation and Personnel Committee intends to review our competitive market information annually.
Hamilton considers each element of total compensation and evaluates each NEO's competitive position on a total direct compensation basis, including base salary and short- and long-term incentive targets. When setting executive compensation, we consider market pay practices and pay levels using a compensation peer group and industry-leading surveys.
2024 Compensation Benchmarking Peer Group
For purposes of comparing our executive compensation against the competitive market, the Compensation and Personnel Committee reviews and considers the compensation levels and practices of a group of comparable companies. During the fiscal year ended December 31, 2024 , the Compensation and Personnel Committee referenced the following compensation peer group for purposes of setting compensation and understanding the competitive market:
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|
|
|
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|
|
|
|
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|
|
|
|
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|
|
|
|
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|
|
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|
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*Argo Group International Holdings, Inc was acquired by Brookfield Reinsurance in 2023.
2025 Compensation Benchmarking Peer Group
In August 2024 , the Compensation and Personnel Committee conducted a reassessment of its compensation and performance peer groups with the assistance of Mercer, its independent compensation consultant, to set compensation for 2025. Argo Group International Holdings, Inc was removed from the 2025 peer group because it was acquired by Brookfield Reinsurance in 2023 and Palomar was removed because of its smaller size compared to the Company. The following companies were added to maintain an appropriate sample size and so Hamilton's revenue is positioned closer to the median of the peer group: Assured Guaranty Ltd. , ProAssurance Corporation , SiriusPoint, Ltd. and United Fire Group, Inc. . In addition, Mercer recommended removing three companies because they are UK -based and don't provide the same level of compensation disclosure (Bealzey Group PLC , Hiscox Ltd. and Lancashire Holdings Limited ). These companies will continue to be part of a supplemental reference group that is considered for compensation practices but not pay level benchmarking.
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Additional Compensation Policies and Practices
Perquisites and Other Personal Benefits
HEALTH AND WELFARE AND OTHER BENEFITS
Executives participate in the same market-competitive benefit programs as employees in their region and do not receive supplemental benefits or perks. We offer a broad range of benefits, which might include medical, dental, vision, life, and disability plans to our employees, including our NEOs. We pay all or most of the cost of medical plan coverage for all employees, including our NEOs, although we are not obligated to pay any increases in the cost of coverage after such NEO's employment commencement date. We pay a majority of the employee share of payroll and social insurance taxes for all employees based in Bermuda , including our NEOs, which we believe is common practice at other Bermuda -based public companies.
We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs and are entirely aligned with benefits provided to all of our employees in the respective locations.
POST-EMPLOYMENT COMPENSATION
QUALIFIED RETIREMENT PLANS
We offer a tax-qualified 401(k) defined contribution plan covering all of our U.S. employees, including our U.S. -based NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the 401(k) plan and are eligible for matching company contributions in an amount equal to 100% of the first 6% of the employee's eligible compensation contributed to the plan. The 401(k) plan also permits discretionary company contributions. All contributions to the 401(k) plan are subject to certain limitations under the Internal Revenue Code.
NEOs based in the U.K. are eligible to participate in the defined contribution pension scheme and receive a contribution of 10% of pensionable earnings plus a 2.5% match, aligned with all our U.K. -based employees. All employees in the U.K. , including our NEOs, may elect to take cash in lieu of pension subject to compliance with applicable law.
NEOs in Bermuda receive a 10% retirement benefit contribution aligned with our Bermuda -based employees.
TERMINATION AND CHANGE IN CONTROL PROVISIONS
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Under the terms of our 2013 Equity Incentive Plan and our 2023 Equity Incentive Plan, vesting is accelerated for the unvested portion of awards due to a change in control if, within 12 months following the change in control, the NEO's employment is either terminated by the Company without cause or by the NEO for good reason. For PSUs, performance conditions would be deemed achieved based on the greater of actual performance or target at the time of the change in control, with the number of shares also to be fully vested. These are called "double trigger" arrangements (i.e., benefits under these arrangements are only triggered by the consummation of a change in control followed by the NEO's termination of employment under certain specified circumstances within 12 months following the change in control).
In addition, under the terms of our 2013 Equity Incentive Plan and our 2023 Equity Incentive Plan, if a change in control occurs and awards are not assumed or continued by the successor or surviving corporation, the unvested portion of any outstanding awards will generally vest on the date of the change in control, and the Compensation and Personnel Committee has the discretion to settle such awards with cash.
We do not provide excise tax "gross-ups" to any of our executive officers related to change-in-control payments.
SEVERANCE ARRANGEMENTS
We provide severance benefit protection to our NEOs through our individual employment agreements with each such individual (in addition to the special provisions in connection with a change in control). The Compensation and Personnel Committee believes these severance payments and benefits are important from a recruiting perspective to provide some level of protection to our executive officers from having their employment terminated without cause or constructively terminated in connection with a change in control, or from experiencing a life-changing disability, and that the amounts are reasonable when compared with similar arrangements adopted by comparable companies. See "Executive Compensation Tables-Potential Payments Upon a Termination or Change in Control" below for further information.
Compensation Recovery ("Clawback") Policy
We have adopted a compensation recovery ("clawback") policy that complies with the Dodd-Frank Act and NYSE listing standards which requires the Company to recoup any erroneously awarded compensation resulting from certain accounting restatements. If the Company is required to prepare an accounting restatement because of either (i) the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then all incentive compensation paid or credited to each current or former executive officer for the restated period (up to three years) will be recalculated based on the restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to the Company.
In the event of an executive officer's failure to repay any erroneously awarded compensation due under the clawback policy, the Company would enforce the clawback policy and pursue other remedies to the fullest extent permitted by law, unless certain conditions are met and the Compensation and Personnel Committee determines that recovery would be impracticable.
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Insider Trading Policy
Our insider trading policy governs the purchase, sale and other disposition of our securities by our directors, officers, employees, certain other designated individuals as well as their related persons or entities. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. Our Insider Trading Policy prohibits trading while in possession of material nonpublic information and during blackout periods, and provides for pre-clearance procedures for our executive officers, directors and certain other specified employees, as well as other related standards and procedures , including as described below. Our Insider Trading Policy is attached as an exhibit to our Annual Report for year ended December 31, 2024 .
Hedging and Pledging Restrictions
Our insider trading policy prohibits any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company's equity securities. The insider trading policy also explicitly prohibits short sales of the Company's equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and its Shareholders. The Company's insider trading policy also prohibits the pledging the Company's securities in any circumstance, including by purchasing Company securities on margin or holding the Company's securities in a margin account.
Our insider trading policy prohibits any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company's equity securities. The insider trading policy also explicitly prohibits short sales of the Company's equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and its Shareholders. The Company's insider trading policy also prohibits the pledging the Company's securities in any circumstance, including by purchasing Company securities on margin or holding the Company's securities in a margin account.
Rule 10b5-1 Plans
Our insider trading policy allows for each of our executive officers, the members of our Board, and certain other employees who have been designated as having regular access to material nonpublic information about the Company in the normal course of their duties to conduct any open market sales or purchases of our securities through use of stock trading plans adopted pursuant to Exchange Act Rule 10b5-1 ("Trading Plans"). Exchange Act Rule 10b5-1 provides a way for Company "insiders" to buy and sell our securities over a designated period by adopting pre-arranged Trading Plans entered into during an open trading window and at a time when they were not aware of material nonpublic information regarding the Company, following a cooling off period that extends to the later of 90 days after adoption or modification of their Trading Plan or two business days after the filing of our Annual Report on Form 10-K or a Quarterly Report on Form 10-Q covering the fiscal quarter in which the Trading Plan was adopted, up to a maximum of 120 days, and their shares of our securities are sold in accordance with the terms of their Trading Plans without regard to whether or not they are in possession of material nonpublic information about the Company at the time of the sale. Under a Trading Plan, a broker executes trades pursuant to parameters established by the executive officer, member of our Board, or other employee when entering into the plan, without further direction from such insider.
Equity Grant Timing
We typically grant our annual equity awards following the Compensation and Personnel Committee's fourth quarter meeting (held in the first quarter of the following fiscal year) and grants to any newly-hired or
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promoted executives are typically made on the date of hire or promotion. We do not currently grant stock options or similar stock appreciation awards as part of our equity compensation program. Accordingly, during fiscal year ended December 31, 2024 , (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. If stock options were to be granted in the future, the Company would generally aim to avoid granting such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock.
Stock Ownership Guidelines for Directors and Executive Officers
We believe that the Company and our Shareholders are best served when executive officers manage the business with a long-term perspective. As such, we have adopted executive share ownership guidelines, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our Shareholders, to reinforce executive officers' commitment to us and to demonstrate our commitment to sound corporate governance. The guidelines require that within five years of being appointed to a covered position, the Chief Executive Officer hold a minimum of six times, and the other executive officers hold a minimum of three times (as detailed below) the value of their annual base salary in Company shares.
| Position | Stock Ownership Requirements | ||||
| Chief Executive Officer | 6x annual base salary | ||||
| Other Executives | 3x annual base salary | ||||
| Non-employee Directors | 5x annual retainer fee (excluding any committee chair fees) | ||||
For this purpose, RSUs (whether or not vested) and Company shares directly or beneficially owned by the executive, or the executive's immediate family members, will count for purposes of satisfying the ownership requirement. However, unvested PSUs will not count toward the minimum requirements. After the initial five-year phase-in period, compliance with the ownership requirement will be measured as of the last trading day of each calendar year.
Accounting Considerations
We follow Financial Accounting Standards Board ASC Topic 718 for our stock-based compensation awards. In accordance with ASC Topic 718, stock-based compensation cost is measured at the grant date, or with respect to performance-based awards, the service inception date, based on the estimated fair value of the awards using a variety of assumptions. This calculation is performed for accounting purposes and, as applicable, reported in the compensation tables, even though recipients may never realize any value from their awards. We record this expense on an ongoing basis over the requisite employee service period. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred.
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Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to certain executive officers. Section 162(m) has limited effect for Hamilton because we are headquartered in Bermuda and U.S. tax law affects only a portion of our income. While we are aware of and have assessed the impact of this rule when developing and implementing our executive compensation program, deductibility of compensation under Section 162(m) has not been a driving factor in its operation.
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Executive Compensation
Executive Compensation Tables
Summary Compensation Table
The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs by the Company in respect of our fiscal years ended December 31, 2024 , 2023 and 2022.
| Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | ||||||||||||||||||
| Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||
| 2024 | 1,300,000 | - | 3,575,000 | 3,640,000 | 130,000 | 8,645,000 | |||||||||||||||||
| Chief Executive Officer | 2023 | 1,300,000 | 500,000 | 6,909,468 | 3,952,000 | 130,000 | 12,791,468 | ||||||||||||||||
| 2022 | 1,300,000 | - | 2,599,992 | 1,625,000 | 148,999 | 5,673,991 | |||||||||||||||||
| 2024 | 640,000 | - | 1,380,000 | 1,675,000 | 10,265 | 3,705,265 | |||||||||||||||||
| Chief Financial Officer | 2023 | 600,000 | 500,000 | 1,248,506 | 1,620,000 | 19,800 | 3,988,306 | ||||||||||||||||
| 2022 | 600,000 | 600,000 | 899,988 | 640,000 | 18,300 | 2,758,288 | |||||||||||||||||
| 2024 | 635,000 | - | 944,000 | 1,422,000 | 208,670 | 3,209,670 | |||||||||||||||||
| Chief Executive Officer of Hamilton Re | 2023 | 590,000 | 100,000 | 864,244 | 1,400,000 | 164,326 | 3,118,570 | ||||||||||||||||
| 2022 | 560,000 | - | 700,008 | 525,000 | 123,541 | 1,908,549 | |||||||||||||||||
| 2024 | 491,684 | - | 732,105 | 1,108,188 | 48,370 | 2,380,347 | |||||||||||||||||
| Chief Executive Officer of |
2023 | 447,768 | 102,418 | 609,292 | 1,078,820 | 43,222 | 2,281,520 | ||||||||||||||||
| 2022 | 383,439 | - | 473,202 | 464,816 | 38,343 | 1,359,800 | |||||||||||||||||
| 2024 | 430,000 | - | 400,000 | 725,000 | 151,650 | 1,706,650 | |||||||||||||||||
| General Counsel | 2023 | 400,000 | 500,000 | 351,636 | 580,000 | 187,205 | 2,018,841 | ||||||||||||||||
| (1) The amounts shown in the Bonus column for 2023 reflect the bonus amounts received by the NEOs from a discretionary bonus pool established by the Board in connection with the initial public offering. For |
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| (2) The amounts disclosed in the Stock Awards column represent the aggregate grant date fair value of RSUs and PSUs, computed in accordance with FASB Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. Amounts disclosed in this column relating to RSUs and PSUs reflect the fair market value of a Class B common share on the date of grant multiplied by the number of shares underlying each award and assuming issuance at target for the PSUs (which reflects the probable achievement level of the applicable performance conditions). Assumptions, factors and methodologies used in our computations pursuant to ASC Topic 718 are set forth in Note 14 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended |
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| (3) The amounts shown in the Non-Equity Incentive Plan Compensation column are comprised of amounts paid in respect of our annual cash incentive plan, as determined by the |
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| (4) The amounts shown in this column for the fiscal year ended |
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| (5) The |
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| (6) |
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Grants of Plan-Based Awards in 2024
The following table sets forth information about the non-equity incentive awards and equity-based awards granted by the Company to each of our NEOs in the fiscal year ended December 31, 2024 .
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards: (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value Of Stock Awards (4) | ||||||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||
| Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | |||||||||||||||||||||
| Giuseppina | 0 | 2,080,000 | 4,160,000 | ||||||||||||||||||||||||||
| (Pina) |
123,276 | 1,787,502 | |||||||||||||||||||||||||||
| 0 | 123,276 | 246,552 | 1,787,502 | ||||||||||||||||||||||||||
| 0 | 960,000 | 1,920,000 | |||||||||||||||||||||||||||
| 47,586 | 689,997 | ||||||||||||||||||||||||||||
| 0 | 47,586 | 95,172 | 689,997 | ||||||||||||||||||||||||||
| 0 | 889,000 | 1,778,000 | |||||||||||||||||||||||||||
| 32,552 | 472,004 | ||||||||||||||||||||||||||||
| 0 | 32,552 | 65,104 | 472,004 | ||||||||||||||||||||||||||
| 0 | 688,357 | 1,376,714 | |||||||||||||||||||||||||||
| 25,245 | 366,053 | ||||||||||||||||||||||||||||
| 0 | 25,245 | 50,490 | 366,053 | ||||||||||||||||||||||||||
| 0 | 430,000 | 860,000 | |||||||||||||||||||||||||||
| 13,793 | 199,999 | ||||||||||||||||||||||||||||
| 0 | 13,793 | 27,586 | 199,999 | ||||||||||||||||||||||||||
| (1) The amounts disclosed in these columns reflect the target and maximum annual cash incentive opportunities of our NEOs for the fiscal year ended |
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| (2) Amounts disclosed in this column for grants made on |
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| (3) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2024. The RSUs granted in |
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| (4) The amounts shown in this column represent the grant date fair value of RSUs and PSUs, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Amounts disclosed in this column relating to RSUs reflect the fair market value of a Class B common share on the date of grant multiplied by the number of shares underlying each award and assuming issuance at target for the PSUs (which reflects the probable achievement level of the performance conditions). Assumptions, factors and methodologies used in our computations pursuant to ASC Topic 718 are set forth in Note 14 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended |
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| (5) The |
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Employment and Other Agreements with Named Executive Officers
Executive Employment Agreements
Certain of the compensation paid to our NEOs reflected in the Summary Compensation Table was provided pursuant to employment agreements with us or one of our subsidiaries, which are summarized below. These employment arrangements establish the minimum terms and conditions of the executives' employment, which are summarized below. For a discussion of the severance pay and other benefits to be provided to our NEOs in connection with a termination of employment and/or a change in control under arrangements with each of our NEOs, see "-Potential Payments Upon Termination or Change in Control" below.
On September 12, 2023 , we entered into an amended and restated employment agreement with Ms. Albo , who currently serves as our Chief Executive Officer. The initial term of Ms. Albo's employment agreement commenced on January 22, 2018 . The amended and restated employment agreement provides for an initial term commencing on November 1, 2023 and ending on November 1, 2026 . and will renew automatically for successive one-year periods thereafter unless either party provides six (6) months' written notice of termination prior to the expiration of the initial term or each successive renewal term.
The employment agreement with Ms. Albo provides for an annual base salary of $1,300,000 , a target annual cash bonus opportunity equal to 160% of annual base salary, with the actual annual cash bonus ranging from 0% to 200% of target based on achievement of the performance goals for the applicable fiscal year, and an annual target incentive equity award, all of which will be reviewed annually for increase, but not decrease. For the fiscal year ended December 31, 2023 , the employment agreement with Ms. Albo provides that the target value for Ms. Albo's incentive equity awards was 250% of her base salary (275% for the fiscal year ended December 31, 2024 ) which may be increased for subsequent fiscal years in the discretion of the Compensation and Personnel Committee , 50% of which was issued as RSUs that vest ratably over a three-year vesting period and 50% of which was issued as PSUs, which are earned based on the achievement of designated performance metrics and vest on January 1, 2026 .
On March 6, 2024 , we entered into an amended and restated employment agreement with Mr. Howie , who serves as our Group Chief Financial Officer. The employment agreement with Mr. Howie provides for an annual base salary of $640,000 , a target annual cash bonus opportunity equal to 150% of annual base salary and an annual target incentive equity award equal to 230% of annual base salary, all of which will be reviewed annually for increase, but not decrease.
On September 1, 2020 , we entered into an employment agreement with Megan Graves , who currently serves as Chief Executive Officer of Hamilton Re. The employment agreement with Ms. Graves provides for an annual base salary of $500,000 ($635,000 as at December 31, 2024 ), a target annual cash bonus opportunity equal to 100% of annual base salary (140% for the fiscal year ended December 31, 2024 ) and an annual target incentive equity award equal to 100% of annual base salary (160% for the fiscal year ended December 31, 2024 ) all of which will be reviewed annually for increase, but not decrease. The Company also pays the Bermuda payroll
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tax (employer and employee portions), except for 1.7% allocated to Ms. Graves in respect of the employee portion; however, the Company reserves the right to review, amend and terminate this benefit at any time.
Effective on March 18, 2021 , we entered into an employment agreement with Adrian Daws , who currently serves as Chief Executive Officer of Hamilton Global Specialty. The employment agreement with Mr. Daws provides for an annual base salary of £280,000 (£385,000 as at December 31, 2024 ), a target annual cash bonus opportunity equal to 100% of annual base salary (140% for the fiscal year ended December 31, 2024 ) and an annual target incentive equity award equal to 100% of annual base salary (160% for the fiscal year ended December 31, 2024 ), all of which will be reviewed annually for increase, but not decrease.
On August 6, 2022 , we entered into an employment agreement with Ms. Carreiro , who serves as our Group General Counsel. The employment agreement with Ms. Carreiro provides for an annual base salary of $385,000 , ($430,000 as at December 31, 2024 ) a target annual cash bonus opportunity equal to 70% of annual base salary (100% for the fiscal year ended December 31, 2024 ) and an annual target incentive equity award equal to 70% of annual base salary (100% for the fiscal year ended December 31, 2024), all of which will be reviewed annually for increase, but not decrease. The Company also pays the Bermuda payroll tax (employer and employee portions), except for 1.7% allocated to Ms. Carreiro in respect of the employee portion; however, the Company reserves the right to review, amend and terminate this benefit at any time.
Long-Term Equity Compensation
The Compensation and Personnel Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Shareholders. See "Compensation Discussion and Analysis-Compensation Program Components-Long-Term Incentives" above for further information.
Annual Incentive Plan
Our NEOs participate in an annual cash incentive plan which provides short-term incentive opportunities based on the achievement of key annual objectives. See Compensation Discussion and Analysis-Compensation Program Components-Annual Cash Incentive Plan" above for further information.
Additional Benefits
Our NEOs are eligible to participate in retirement and health and welfare plans and programs broadly available to our employees.See Compensation Discussion and Analysis-Additional Compensation Policies and Practices-Perquisites and Other Personal Benefits above for further information.
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Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
The following table sets forth information about the outstanding equity awards to acquire our Class B common shares held by each of our NEOs as of the fiscal year ended December 31, 2024.
| Stock Awards | |||||||||||||||||||||||
| Number of shares or Units That Have Not Vested (1) | Market Value of Shares or Units that Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested (4) | ||||||||||||||||||||
| Award Type | Grant Date | (#) | ($) | (#) | ($) | ||||||||||||||||||
| RSU | 02/23/2022 | (5) | 29,240 | 556,437 | |||||||||||||||||||
| 03/10/2023 | (6) | 78,960 | 1,502,609 | ||||||||||||||||||||
| 11/10/2023 | (7) | 116,667 | 2,220,173 | ||||||||||||||||||||
| 03/05/2024 | (8) | 123,276 | 2,345,942 | ||||||||||||||||||||
| PSU | 02/23/2022 | (9) | 87,719 | 1,669,293 | |||||||||||||||||||
| 03/10/2023 | (10) | 118,440 | 2,253,913 | ||||||||||||||||||||
| 11/10/2023 | (11) | 250,000 | 4,757,500 | ||||||||||||||||||||
| 03/05/2024 | (12) | 123,276 | 2,345,942 | ||||||||||||||||||||
| VAP | 12/01/2020 | (13) | 151,566 | 2,884,301 | |||||||||||||||||||
| RSU | 02/23/2022 | (5) | 10,121 | 192,603 | |||||||||||||||||||
| 03/10/2023 | (6) | 29,155 | 554,820 | ||||||||||||||||||||
| 03/05/2024 | (8) | 47,586 | 905,562 | ||||||||||||||||||||
| PSU | 02/23/2022 | (9) | 30,364 | 577,827 | |||||||||||||||||||
| 03/10/2023 | (10) | 43,732 | 832,220 | ||||||||||||||||||||
| 03/05/2024 | (12) | 47,586 | 905,562 | ||||||||||||||||||||
| VAP | 07/01/2021 | (13) | 50,522 | 961,434 | |||||||||||||||||||
| RSU | 02/23/2022 | (5) | 7,872 | 149,804 | |||||||||||||||||||
| 03/10/2023 | (6) | 20,408 | 388,364 | ||||||||||||||||||||
| 03/05/2024 | (8) | 32,552 | 619,465 | ||||||||||||||||||||
| PSU | 02/23/2022 | (9) | 23,617 | 449,432 | |||||||||||||||||||
| 03/10/2023 | (10) | 30,612 | 582,546 | ||||||||||||||||||||
| 03/05/2024 | (12) | 32,552 | 619,465 | ||||||||||||||||||||
| VAP | 12/01/2020 | (13) | 33,681 | 640,949 | |||||||||||||||||||
| RSU | 02/23/2022 | (5) | 5,322 | 101,278 | |||||||||||||||||||
| 03/10/2023 | (6) | 13,625 | 259,284 | ||||||||||||||||||||
| 03/05/2024 | (8) | 25,245 | 480,412 | ||||||||||||||||||||
| PSU | 02/23/2022 | (9) | 15,965 | 303,814 | |||||||||||||||||||
| 03/10/2023 | (10) | 20,437 | 388,916 | ||||||||||||||||||||
| 03/05/2024 | (12) | 25,245 | 480,412 | ||||||||||||||||||||
| VAP | 12/01/2020 | (13) | 33,681 | 640,949 | |||||||||||||||||||
| RSU | 02/23/2022 | (5) | 2,912 | 55,415 | |||||||||||||||||||
| 03/10/2023 | (6) | 7,482 | 142,382 | ||||||||||||||||||||
| 03/05/2024 | (8) | 13,793 | 262,481 | ||||||||||||||||||||
| PSU | 02/23/2022 | (9) | 8,738 | 166,284 | |||||||||||||||||||
| 03/10/2023 | (10) | 11,224 | 213,593 | ||||||||||||||||||||
| 03/05/2024 | (12) | 13,793 | 262,481 | ||||||||||||||||||||
| VAP | 12/01/2020 | (13) | 29,471 | 560,833 | |||||||||||||||||||
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| (1) Amounts disclosed in this column reflect the number of unvested RSUs granted that had not vested as of December 31, 2024. See "Executive Compensation Tables-Potential Payments Upon Termination or Change in Control" for a summary of the treatment of RSUs upon death, disability, termination or change in control. | ||||||||||||||||||||||||||||||||
| (2) Amounts disclosed in this column reflect the market value of the RSUs using the fair market value of a Class B common share on December 31, 2024, $19.03, multiplied by the number of shares underlying each award. | ||||||||||||||||||||||||||||||||
| (3) Amounts disclosed in this column reflect the number of unvested PSUs that are subject to open performance periods as of December 31, 2024. See "Executive Compensation Tables-Potential Payments Upon Termination or Change in Control" for a summary of the treatment of PSUs upon death, disability, termination or change in control. | ||||||||||||||||||||||||||||||||
| (4) Amounts disclosed in this column reflect the market value of the unvested PSUs using the fair market value of a Class B common share on December 31, 2024, $19.03, multiplied by the number of shares underlying each award (assuming issuance at target, which reflects the probable achievement level of the applicable performance conditions). | ||||||||||||||||||||||||||||||||
| (5) The RSUs granted to our NEOs on February 23, 2022 vest in three equal annual installments on January 1 of each of 2023, 2024, and 2025, respectively, subject to the NEO's continued service through each vesting date. | ||||||||||||||||||||||||||||||||
| (6) The RSUs granted to our NEOs on March 10, 2023 vest in three equal annual installments on March 1 of each of 2024, 2025, and 2026, respectively, subject to the NEO's continued service through each vesting date. | ||||||||||||||||||||||||||||||||
| (7) The RSUs granted to |
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| (8) The RSUs granted to our NEOs on March 5, 2024 vest in three equal annual installments on March 1 of each of 2025, 2026, and 2027, respectively, subject to the NEO's continued service through each vesting date. | ||||||||||||||||||||||||||||||||
| (9) The PSUs granted to our NEOs on February 23, 2022 are earned based on our annualized underwriting retuon capital for the 3-year performance period ending on December 31, 2024. The amounts reflect achievement at target as of December 31, 2024. | ||||||||||||||||||||||||||||||||
| (10) The PSUs granted to our NEOs on March 10, 2023 are earned based on our annualized underwriting retuon capital for the 3-year performance period ending on December 31, 2025. The amounts reflect achievement at target as of December 31, 2024 (which reflects the probable achievement level of the applicable performance conditions). | ||||||||||||||||||||||||||||||||
| (11) The PSUs granted to |
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| (12) The PSUs granted to our NEOs on March 5, 2024 are earned based on the 3-year annualized growth in book value per share as well as the 3-year average retuon equity for the 3-year performance period ending on December 31, 2026. The amounts reflect achievement at target as of December 31, 2024 (which reflects the probable achievement level of the applicable performance conditions). | ||||||||||||||||||||||||||||||||
| (13) The VAP units granted to our NEOs vest, in the case of a trigger event (initial public offering, change in control, or major sale), 50% on the one-year anniversary of the trigger event and 50% one year thereafter. As the result of our initial public offering, 50% of the RSUs earned from the VAP units vest on November 9, 2024 and 50% on November 9, 2025. | ||||||||||||||||||||||||||||||||
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Stock Vested in Fiscal Year Ended December 31, 2024
The following table sets forth information about the value realized by each of our NEOs as a result of RSUs that vested and PSUs that were earned during the fiscal year ended December 31, 2024.
| Stock Awards | ||||||||
| Number of Shares | Value Realized | |||||||
| Acquired on Vesting (1) | on Vesting (2) | |||||||
| (#) | ($) | |||||||
| 268,301 | 4,443,066 | |||||||
| 75,220 | 1,268,527 | |||||||
| 70,734 | 1,153,464 | |||||||
| 55,237 | 921,784 | |||||||
| 41,592 | 705,793 | |||||||
| (1) The amounts shown in this column represent the number of RSUs that vested and the 2021-2023 PSUs that were earned for each NEO during the fiscal year ended December 31, 2024. | ||||||||
| (2) The amounts shown in this column reflect the value realized upon vesting of the RSUs and the earning of 2021-2023 PSUs for each NEO, as calculated based on the price of our Class B common shares on the vesting date, multiplied by the number of shares vested or earned on such date. | ||||||||
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Pension Benefits
We do not currently sponsor or maintain any defined benefit pension benefit or retirement benefit plans providing specified retirement payments and benefits for our NEOs or any of our other employees.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
We do not currently sponsor or maintain any nonqualified defined contribution or other nonqualified deferred compensation plans for the benefit of our employees.
Potential Payments Upon Termination or Change in Control
As of the end of the fiscal year ended December 31, 2024, our NEOs were eligible to receive severance upon certain terminations of employment in accordance with their employment agreements, in each case, as described below.
Each employment agreement imposes restrictive covenants, including intellectual property assignment, confidentiality, non-disparagement, non-competition, and non-solicitation. Except as otherwise described below, the restricted period for the non-competition and non-solicitation provisions includes the term of employment plus a post-employment period of six (6) months following the date of termination (twelve (12) months for Ms. Albo ), or twelve (12) months if the termination is in connection with a change in control.
If, other than in connection with a change in control, Ms. Albo's employment is terminated (i) due to death, (ii) due to disability, (iii) by the Company without cause, (iv) by her resignation for good reason, or (v) due to non-renewal of the term of her employment agreement by the Company, then Ms. Albo would be entitled to any accrued but unpaid base salary and benefits, any then unpaid annual bonus for the year preceding the year of termination, any accrued but unused vacation, any accrued unpaid reimbursable expenses and, subject to her execution and non-revocation of a mutual general release of claims in favor of the Company, the following:
•Pro-rated annual bonus for the year in which notice of termination is provided, based on actual performance for the entire year and paid at the time such amount would otherwise be paid
•Continuation of health insurance coverage for herself, her husband and eligible dependent for twelve (12) months following the termination date
•Immediate vesting of all unvested time-based equity-based compensation awards including RSUs, that would have vested in the twelve (12) month period following the termination date
In addition to the above severance benefits, if Ms. Albo's employment is terminated (i) by the Company without cause, (ii) by her resignation for good reason, or (iii) due to non-renewal of the term of her employment agreement by the Company, then Ms. Albo would be entitled to continuation of base salary for the remainder of the term of employment agreement or twenty-four (24) months following the termination date, whichever is longer, and a lump sum cash payment equal to 100% of her target annual cash bonus for
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the year of termination subject to her execution and non-revocation of a mutual general release of claims in favor of the Company.
If, within twelve (12) months following a change in control, Ms. Albo's employment is terminated by the Company without cause, or if she resigns for good reason, then in addition to the above payments, all of her outstanding and unvested RSUs and PSUs will immediately vest (and any open performance periods would be deemed to end as of the change in control date, with all performance conditions being deemed to have been achieved based on the greater of estimated actual performance or target performance).
Messrs. Daws and Howie and Mses. Graves and Carreiro
The employment agreements with Messrs. Daws and Howie and Mses. Graves and Carreiro provide that each NEO's employment may be terminated by the applicable employer without cause or by the NEO, in each case by providing the other with one hundred eighty (180) days prior written notice (or, if such resignation is for good reason, such earlier date specified in the notice of termination provided to the employer). The employer may elect to terminate the executives' employment earlier by paying a lump sum cash payment in lieu of any base salary that would have been paid during the remainder of the notice period, and by continuing to provide the executive with employee benefits until the one hundred and eightieth (180th) day.
In the event of Mr. Daws and Ms. Graves' death, each NEO's estate or beneficiary (as applicable) would be entitled to payment of their annual cash bonus for the year preceding the year of termination (if not already paid), pro-rated based on the number of days worked during such year. In the event of each of Mr. Howie's and Mses. Carreiro's and Graves' death, each NEO's estate or beneficiary (as applicable) would be entitled to the NEO's target annual cash bonus for the year of termination, pro-rated based on the number of days worked during such year.
If, within twelve (12) months following a change in control, the employment of Messrs. Daws or Howie or Mses. Carreiro or Graves is terminated by the applicable company without cause, or if the NEO resigns for good reason, then, in addition to accrued compensation and benefits, the NEO would be entitled to (i) a lump sum cash payment equal to the sum of his or her annual base salary and target annual cash bonus opportunity (less any sums paid to him or her by way of notice or payment in lieu of notice) and (ii) medical health insurance coverage for a maximum of twelve (12) month following the termination date or, if sooner, the date on which the NEO obtains substantially comparable medical health insurance under any other contract. The payment of such amounts and provision of benefits would be subject to the NEO's compliance with the restrictive covenants in his or her employment agreement and his or her execution of documents in a form reasonably acceptable to the Company as it may require.
Estimated Potential Termination and Change in Control Payments and Benefits
The following table details the estimated value of the payments and benefits that our continuing NEOs would have been provided under their respective employment agreements, our annual cash incentive plan, and our 2013 Equity Incentive Plan and 2024 Equity Incentive Plan, including any award agreement thereunder, if their employment had been terminated on December 31, 2024, or if a change in control occurred on that date. The actual amounts that would be paid upon an NEO's termination of employment and/or a change in control can be determined only at the time of such event.
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| Termination | ||||||||||||||||||||||||||
| Involuntary Termination | without Cause | |||||||||||||||||||||||||
| In Connection With | or for Good | |||||||||||||||||||||||||
| Change in | a Change in | Reason | Death or | |||||||||||||||||||||||
| Compensation Component | Control | Control | Termination | Disability (1) | ||||||||||||||||||||||
| Cash Payment | 6,760,000 | (2) | 6,760,000 | (2) | 2,080,000 | |||||||||||||||||||||
| Long Term Incentives | 3,442,543 | (3) | 20,536,110 | (4) | 4,974,042 | (5) | 4,974,042 | |||||||||||||||||||
| Benefits and Perquisites | 29,128 | (6) | 29,128 | (6) | 29,128 | |||||||||||||||||||||
| Total | 3,442,543 | 27,325,238 | 11,763,170 | 7,083,170 | ||||||||||||||||||||||
| Cash Payment | 1,600,000 | (7) | 320,000 | (8) | 960,000 | |||||||||||||||||||||
| Long Term Incentives | - | 4,930,026 | (4) | |||||||||||||||||||||||
| Benefits and Perquisites | 41,507 | (9) | 20,753 | (10) | ||||||||||||||||||||||
| Total | 6,571,533 | 340,753 | 960,000 | |||||||||||||||||||||||
| Cash Payment | 1,524,000 | (7) | 317,500 | (8) | 889,000 | |||||||||||||||||||||
| Long Term Incentives | - | 3,450,025 | (4) | |||||||||||||||||||||||
| Benefits and Perquisites | 29,832 | (9) | 14,916 | (10) | ||||||||||||||||||||||
| Total | 5,003,856 | 332,416 | 889,000 | |||||||||||||||||||||||
| Cash Payment | 1,181,242 | (7) | 246,092 | (8) | 689,058 | |||||||||||||||||||||
| Long Term Incentives | - | 2,655,066 | (4) | |||||||||||||||||||||||
| Benefits and Perquisites | 2,171 | (9) | 1,086 | (10) | ||||||||||||||||||||||
| Total | 3,838,479 | 247,178 | 689,058 | |||||||||||||||||||||||
| Cash Payment | 860,000 | (7) | 215,000 | (8) | 430,000 | |||||||||||||||||||||
| Long Term Incentives | - | 1,663,469 | (4) | |||||||||||||||||||||||
| Benefits and Perquisites | 22,162 | (9) | 11,081 | (10) | ||||||||||||||||||||||
| Total | 2,545,631 | 226,081 | 430,000 | |||||||||||||||||||||||
1.Under employment agreements for Ms. Albo , Mr. Howie , Ms. Graves , Mr. Daws , and Ms. Carreiro , the cash payment amounts disclosed in this column reflect cash severance equal to a pro-rated target bonus in the case of termination due to death or disability.
2. Under Ms. Albo's employment agreement, the amount reflects cash severance equal to (i) the sum of two times her base salary in effect immediately prior to termination and one times her target annual cash bonus; and (ii) a pro-rated bonus for the year of termination in the case of termination due to death or disability.
3. The amount reflects, in the event that a change in control were to occur on December 31, 2024, the amount of potential payout of Ms. Albo's special IPO grant, using the fair market value of our Class B common shares on December 31, 2024, $19.03, multiplied by the number of unvested shares underlying the PSUs in her special IPO grant.
4. The amounts reflect all unvested equity-based awards that will vest (assuming target performance where performance criteria are applicable) in the case of termination without cause or for good reason in connection with a change in control as provided under the 2013 Equity Incentive Plan and the 2023 Equity Incentive Plan, respectively, using the fair market value of our Class B common shares on December 31, 2024, $19.03, multiplied by the number of unvested shares underlying each award. With respect to the PSUs in Ms. Albo's special IPO grant, the payout would be determined based on applying the transaction price to the performance formula (instead of the average of the closing prices of a Class B common share for each of the last thirty (30) trading days). The figure reflected in this column assumes that the transaction price is $19.03 per share.
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5. Under Ms. Albo's employment agreement, in the case of termination without cause or for good reason or termination due to death or disability, the amount reflects all her RSUs that would have vested in the 12-month period following termination, using the fair market value of our Class B common shares on December 31, 2024, $19.03, multiplied by the number of shares underlying each unvested award. The amount also includes Ms. Albo's special IPO grant, using the fair market value of our Class B common shares on December 31, 2024, $19.03, multiplied by the number of unvested shares underlying the RSUs in the special IPO grant (and with respect to the PSUs in Ms. Albo's special IPO grant, the payout would be determined based on applying to the performance formula the 30-day trading average ending on the assumed termination date of December 31, 2024).
6. Under Ms. Albo's employment agreement, in the case of termination without cause or for good reason or termination due to death or disability, the amount reflects company paid health insurance for twelve months. Ms. Albo's employment agreement, in the case of termination without cause or for good reason or termination due to death or disability, the amount reflects company paid health insurance for twelve months.
7.. Under employment agreements for Mr. Howie , Ms. Graves , Mr. Daws , and Ms. Carreiro , the amounts reflect cash severance equal to twelve months of base salary plus target annual cash bonus in the case of termination without cause or for good reason in connection with a change in control.
8. Under employment agreements for Mr. Howie , Ms. Graves , Mr. Daws and Ms. Carreiro , the amounts reflect cash severance equal to six months of base salary that the Company may elect to pay in lieu of 180-day termination notice in the case of termination without cause or for good reason.
9. Under employment agreements for Mr. Howie , Ms. Graves , Mr. Daws , and Ms. Carreiro , the amounts reflect company paid benefits and insurance for twelve months in the case of termination without cause or for good reason in connection with a change in control.
10. Under employment agreements for Mr. Howie , Ms. Graves , Mr. Daws , and Ms. Carreiro , the amounts reflect company paid benefits and insurance for six months that the Company may elect to pay in lieu of 180-day termination notice in the case of termination without cause or for good reason.
Equity Compensation Plan Information Table
The following table provides information as of the end of the fiscal year ended December 31, 2024 with respect to our common shares that may be issued under our existing equity compensation plans.
| (a) | (b) | (c) | |||||||||
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | ||||||||
| Equity compensation plans approved by Shareholders (1) | _______ | _______ | 6,690,374(2) | ||||||||
| Equity compensation plans not approved by Shareholders: | |||||||||||
| Total | ________ | _______ | 6,690,374 | ||||||||
1.Includes Class B common shares that may be issued pursuant to outstanding awards under our 2013 Equity Incentive Plan and under our 2023 Equity Incentive Plan, as of December 31, 2024 in each case as amended from time to time.
2.Reflects the shares remaining available for future issuance under our 2023 Equity Incentive Plan. No shares are reserved for future issuance under our 2013 Equity Incentive Plan, other than shares issuable upon exercise of equity awards outstanding under such plans at the time of our IPO in 2023. In addition, our 2023 Equity Incentive Plan contains an "evergreen" provision pursuant to which the number of shares reserved for issuance under that plan will automatically increase on the first day of each fiscal year, for a period of not more than ten (10) years from the date the 2023 Equity Incentive Plan was first approved by the Shareholders of the Company, commencing on January 1, 2025 and ending (and including) the first day of the fiscal year commencing in 2033, in an amount equal to the lesser of (i) two percent (2%) of the outstanding common shares on the last day of the immediately preceding fiscal year, and (ii) such number of common shares as is determined by the Compensation and Personnel Committee. For the fiscal year commencing January 1, 2025, the Compensation and Personnel Committee decided not to increase the number of common shares reserved for issuance under the 2023 Equity Incentive Plan.
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Pay Versus Performance Table andDisclosures
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer ("PEO") and Non-PEOs and Company performance for the fiscal years listed below. The Compensation and Personnel Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
|
Year
|
Summary
Compensation
Table Total for
PEO(1)($)
|
Compensation
Actually Paid to
PEO(1),(2),(3)($)
|
Average
Summary
Compensation
Table Total for
Non-PEOs(1)($)
|
Average
Compensation
Actually Paid to
Non-PEOs(1),(2),(3)($)
|
Value of Initial Fixed $100 Investment based on:(4)
|
Net
Income
($ Millions)
|
Combined Ratio (%)(5)
|
|||||||||||||||||||
|
TSR ($)
|
Peer Group TSR ($)
|
|||||||||||||||||||||||||
|
2024
|
8,645,000 | 17,224,450 | 2,751,683 | 4,461,080 |
126.87
|
138.79
|
400 |
91.3%
|
||||||||||||||||||
|
2023
|
12,791,468 | 15,585,998 | 2,851,809 | 3,489,754 |
99.67
|
102.44
|
280 |
90.1%
|
||||||||||||||||||
1.Non-PEOs included in the above compensation columns reflect the following:
|
Fiscal Year
|
PEO
|
Non-PEOs
|
||||||
|
2024
|
|
|
||||||
|
2023
|
|
|
||||||
2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below
3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards columns set forth in the Summary Compensation Table. The fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (1) for time-based vesting RSU awards, closing price on the applicable year-end date, or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for performance-based RSU awards (excluding awards with market-based vesting conditions), the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (3) for awards with market-based vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) and (4) VAP. Compensation Actually Paid to our PEO and the average Compensation Actually Paid to non-PEOs reflects the following adjustments from the compensation reported in the "Total" column of the Summary Compensation Table:
|
Fiscal 2023
|
Fiscal 2024
|
|||||||||||||
|
PEO
|
Average Non-PEO
|
PEO
|
Average Non-PEO
|
|||||||||||
|
Total Reported in Summary Compensation Table
|
12,791,468 | 2,851,809 | 8,645,000 | 2,751,683 | ||||||||||
|
Less, value of awards reported in Summary Compensation Table
|
(6,909,468) | (768,419) | (3,575,000) | (865,090) | ||||||||||
|
Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year
|
8,327,680 | 1,188,581 | 7,037,827 | 1,700,939 | ||||||||||
|
Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year
|
916,851 | 203,399 | 4,684,657 | 768,556 | ||||||||||
|
Plus, fair value of awards granted in fiscal year
and that vested in this fiscal year
|
0
|
0
|
0
|
0
|
||||||||||
|
Plus, change in fair value of prior year awards that vested in this fiscal year
|
459,467 | 13,784 | 431,966 | 104,990 | ||||||||||
|
Less, fair value of prior year awards that failed to vest this fiscal year
|
0
|
0
|
0
|
0
|
||||||||||
|
Total Adjustments
|
9,703,998 | 1,405,764 | 8,579,450 | 1,709,397 | ||||||||||
|
Compensation Actually Paid
|
15,585,998 | 3,489,754 | 17,224,450 | 4,461,080 | ||||||||||
4.The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting November 10, 2023 and ending on December 31, 2024 in the Company and in the S&P 500 Property & Casualty Insurance Index, respectively, including reinvestment of dividends. Historical stock performance is not necessarily indicative of future stock performance
5.We determined Combined Ratio to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEOs in 2024. Please refer to the section of this proxy statement titled "Financial Measure (60%)" section for an explanation of Combined Ratio. This performance measure may not have been the most important
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financial performance measure in prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years
Relationship Between PEO and Non-PEO Compensation Actually Paid and Total Shareholder Retu("TSR")
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEOs, and the Company's cumulative TSR over the two most recently completed fiscal years and the S&P 500 Property & Casualty Insurance Index TSR over the same period.
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Relationship Between PEO and Non-PEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEOs, and our net income during the two most recently completed fiscal years.
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Relationship Between PEO and Non-PEO Compensation Actually Paid and Combined Ratio
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEOs, and our combined ratio during the two most recently completed fiscal years.
Tabular List of Most Important Financial and Non-Financial Performance Measures
The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEOs for 2024 to Company performance. The measures in this table are not ranked.
|
Most Important Performance Measures for Fiscal 2024
|
Combined Ratio
|
||||
|
Underwriting Retuon Capital
|
|||||
|
|
|||||
|
Technology Enablement
|
|||||
|
Magnet for Talent
|
|||||
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CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of regulation S-K ("Item 402(u)"), the Company is providing the following reasonable estimate of the ratio of the compensation of Ms. Albo , our CEO, to that of a median employee, calculated in a manner consistent with Item 402 (u).
For the fiscal year ended December 31, 2024:
•The median employee's annual total compensation was $153,415.
•The annual total compensation of our CEO, Ms. Albo , was $8,645,000.
•Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee was 56.35 to one.
We determined that as of December 31, 2024, our employee population consisted of 603 individuals. To identify our "median" employee, we obtained the annualized bases salary amounts from our internal compensation system for each employee in our global population. Base salary amounts for employees paid in currencies other than U.S. dollars were converted to dollars based on the foreign exchange rates as of December 31, 2024. We then ranked the resulting base salaries of all employees to determine our median employee. Once we identified our median employee, we combined all of the elements of the median employee's compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K relating to the summary compensation table.
With respect to the annual total compensation of Ms. Albo , we used the amount reported in the "Total" column of our Summary Compensation Table contained in this proxy statement.
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2024 Director Compensation
Our Board of Directors approved a new compensation program for our non-employee directors, effective January 1, 2024, to better align with the market for public companies. Non-employee members of our Board of Directors receive the following compensation for service on our Board of Directors:
•Annual compensation package of $250,000, $150,000 of which will be in the form of an RSU granted on the date of the annual general meeting that cliff vests on the earlier of one-year or the date of the subsequent annual general meeting and $100,000 of which will be paid in cash on a quarterly, pro rata basis. Non-employee directors may elect to defer the receipt of 50% or 100% of their RSUs
•Additional compensation for the chair of the Board of Directors of $175,000, which will be paid in cash, for total chair annual compensation of $425,000,
•Additional compensation for the chair of the Audit Committee of $50,000, which will be paid in cash
•Additional compensation for the chair of the Compensation and Personnel Committee of $25,000, which will be paid in cash
•Additional compensation for the chair of other committees of $20,000, which will be paid in cash
•Additional compensation for directors who serve on the board of directors of an operating subsidiary of the Company of $20,000, which will be paid in either cash or Company shares, at the director's election
In addition, in connection with the transition of the timing of annual equity awards to the date of the Annual General Meeting, for the period from January 1, 2024 (or, if later, the date a director was appointed to the Board of Directors in 2024) until the date of the Company's 2024 Annual General Meeting, a one-time cash payment equal to a pro-rated amount of the annual value of the equity portion of the annual compensation package was also awarded.
Non-employee members of our board who do not serve as the chair of a committee will not receive fees for service on the separate committees of our Board of Directors.
We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending board and committee meetings or performing other services for us in their capacities as directors.
To strengthen the alignment of interests among our non-employee directors and our Shareholders and to demonstrate sound corporate governance, our non-employee directors are subject to share ownership guidelines. These guidelines provide that within five years of being appointed, non-employee directors must hold a minimum of five times the value of their annual retainer fee (excluding any portion of the annual compensation package paid in Company shares and committee chair fees or fees for serving on the board of directors of an operating subsidiary of the Company) in Company shares.
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Director Summary Compensation Table
The following table summarizes the total compensation paid to each non-employee director for the fiscal year ended December 31, 2024.
| Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | |||||||||
| ($) | ($) | ($) | |||||||||
| 172,500 | 150,000 | 322,500 | |||||||||
| 357,500 | 150,000 | 507,500 | |||||||||
| 174,167 | 150,000 | 324,167 | |||||||||
| 75,000 | 75,000 | ||||||||||
| 125,000 | 125,000 | ||||||||||
| 202,500 | 150,000 | 352,500 | |||||||||
| 162,500 | 150,000 | 312,500 | |||||||||
| 177,083 | 162,500 | 339,583 | |||||||||
| 162,500 | 162,500 | 325,000 | |||||||||
| 120,833 | 150,000 | 270,833 | |||||||||
| 161,310 | 150,000 | 311,310 | |||||||||
| - | - | - | |||||||||
| - | - | - | |||||||||
| (1) Annual director compensation for the fiscal year ended December 31, 2024 was comprised of $100,000 in cash and RSUs with a grant date value of $150,000, which are scheduled to vest at the Annual General Meeting. The amounts disclosed in this column for them reflects the amount of cash compensation received by each non-employee director. Additional compensation for the chair of the Board of Directors is $175,000. Additional compensation for chairs of the various committees are: $50,000 (Audit chair), $25,000 (Compensation and Personnel chair), and $20,000 (chairs of all other committees). All additional chair compensation is paid in cash. | |||||||||||
| (2) The amounts disclosed in the Stock Awards column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the Company Class B common shares issued. Amounts disclosed in this column reflect the number of shares issued multiplied by the grant date fair value of a Class B common share on the grant date. These Class B common shares were issued in June 2024, and will vest after the Annual General Meeting. | |||||||||||
| (3) |
|||||||||||
| (4) |
|||||||||||
| (5) |
|||||||||||
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Audit Committee Report
The Audit Committee assists our Board in fulfilling its responsibility in relation to oversight of (i) the quality and integrity of the Company's financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm's qualifications, independence and performance, (iv) our cybersecurity risk management program and cybersecurity threats and (v) the performance of our internal audit function.
Management is responsible for the preparation, presentation, and integrity of the Company's financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company, and for establishing and maintaining internal control over financial reporting.
The Audit Committee is responsible for the appointment, retention and compensation of our independent registered public accounting firm. It is not the responsibility of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. This is the responsibility of management and the independent auditors, as appropriate.
In performing its duties, the Audit Committee has:
•Reviewed our audited financial statements for the year ended December 31, 2024 and had discussions with management regarding the audited financial statements
•Discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC
•Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence
•Discussed with the independent registered public accounting firm their independence, the audited financial statements and other matters the Audit Committee deemed relevant and appropriate
Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that our audited financial statements for the year ended December 31, 2024 be included in our Annual Report on Form 10-K for that year for filing with the U.S. Securities and Exchange Commission . The Board of Directors approved the Audit Committee's recommendations.
Audit Committee(1)
1.The Audit Committee Report was approved by the Audit Committee on February 25, 2025.
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PROPOSAL THREE:
Appointment of Independent Auditors
Appointment of Independent Auditors
The Audit Committee has recommended the appointment of Ernst & Young Ltd. ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and the authorization of our Board, acting through the Audit Committee, to set the fees for the independent public accounting firm. Pursuant to Bermuda law, the Shareholders are required to appoint the Audit Committee's selection of the independent auditors. EY has served as our independent auditor since 2013. and reports directly to the Audit Committee. In selecting EY as our independent auditor for 2025, the Audit Committee considered a number of factors, including:
•The professional qualifications of EY, the lead audit partner and other key engagement partners
•EY's depth of understanding of our businesses, accounting policies and practices and internal control over financial reporting
•EY's independence program and its processes for maintaining its independence
•The appropriateness of EY's fees for audit and non-audit services
•The impact of a change in the Independent Auditor
The Audit Committee and the Board believe that retention of EY is in the best interests of the Company and its Shareholders. Representatives of EY are expected to be present at the Annual General Meeting with an opportunity to make a statement and to be available to respond to appropriate questions.
Recommendation
|
The Board of Directors recommends a vote"FOR"the appointment of EY as our independent registered public accounting firm for 2025 and the authorization of our Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm.
|
||||||||
Vote Required
The approval of the appointment of EY as our independent registered public accounting firm and the authorization of our Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Abstentions will have no effect on this proposal.
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Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table summarizes the aggregate fees billed by Ernst & Young in respect of the fiscal years ended December 31, 2024 and 2023, 100% of which were approved by the Company's Audit Committee:
| $ in thousands | 2024 | 2023 | ||||||
|
Audit fees(1)
|
$ | 5,210 | $ | 3,913 | ||||
|
Audit-related fees(2)
|
452 | 334 | ||||||
|
Tax fees(3)
|
305 | 205 | ||||||
|
All other fees(4)
|
- | - | ||||||
| Total | $ | 5,967 | $ | 4,452 | ||||
1.Audit fees for the fiscal years ended December 31, 2024 and 2023 consist of fees for (a) the audit of various annual consolidated financial statements, (b) review of our quarterly financial statements, and (c) statutory audits. Audit fees for the year ended December 31, 2023 have been updated to reflect the total fees incurred for the 2023 financial year end, which were finalized subsequent to the issuance of the prior year Proxy Statement.
2.Audit-related fees for the fiscal years ended December 31, 2024 and 2023 consist of fees for the Statement of Actuarial Opinions for our managed Syndicates
3.Tax fees for the fiscal years ended December 31, 2024 and 2023 primarily relates to tax compliance services and routine on-call tax services.
4.There were no "all other fees" billed for the fiscal years ended December 31, 2024 or 2023.
The Audit Committee of the Board considered whether Ernst & Young Ltd. providing the non-audit services included in the table above was compatible with maintaining Ernst & Young Ltd.'s independence and concluded it was. The Audit Committee approves all audit and, subject to the de minimis exception of Section 10A(i) of the Exchange Act and SEC rules promulgated thereunder, all permitted non-audit services provided by the independent registered public accountants, including specific approval of internal control-related services, and shall receive certain disclosure, documentation, and discussion of non-prohibited tax services by the independent registered public accountant. The Audit Committee does not engage the independent registered public accountants to perform non-audit services proscribed by law or regulation.Consistent with SEC policies regarding auditor independence, the Audit Committee has adopted a policy regarding thepre-approval of services of the Company's independent auditors. Pursuant to this policy, the Audit Committee may delegate approval authority for non-audit services to a member of the Audit Committee or may pre-approve an annual budget for non-audit services without pre-approving each specific engagement. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting. When pre-approving non-audit services by the independent auditor, the Audit Committee shall consider whether provision of such services is consistent with maintaining the independent auditor's independence.
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Shareholder Proposals for 2026 Annual General Meeting
Shareholder Proposals for Inclusion in 2026 Proxy Statement
Notice of any Shareholder proposals that are intended to be included in the proxy statement for our 2026 Annual General Meeting of Shareholders ("2026 AGM") pursuant to Rule 14a-8 under the Exchange Act should be sent to our Corporate Secretary at Wellesley House North, 1st Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda no later than November 27, 2025. The 2026 AGM is expected to be held within 30 days of the one-year anniversary of the Annual General Meeting. However, if the date of next year's annual meeting is more than 30 days before or after May 15, 2026, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our materials for the 2026 AGM. Any such notice must include the information required under our bye-laws.
Shareholder Proposals to be Introduced at the 2026 Annual General Meeting
For any proposal or director nomination that is not submitted for inclusion in next year's proxy statement pursuant to the process set forth above, but is instead sought to be presented directly at the 2026 AGM, Shareholders are advised to review our bye-laws as they contain requirements with respect to advance notice of Shareholder proposals and director nominations. Under our bye-laws, a timely notice of a Shareholder nomination of a candidate for election as a director or any other Shareholder proposal to be made during the 2026 AGM and not submitted for inclusion in next year's proxy statement must be delivered to our Corporate Secretary at the address above no earlier than January 15, 2026 and no later than February 14, 2026. If the date of the 2026 AGM is more than 30 days before or after May 15, 2026, a timely notice of such nomination or proposal must be received no earlier than 120 days prior to the 2026 AGM and no later than the later of (i) 70 days prior to the date of the 2026 AGM and (ii) the close of business on the fourth (4th) day following the day on which notice of the date of the 2065 AGM was mailed or public disclosure of the date of the 2026 AGM was made, whichever first occurs. Any such notice must include the information required under our bye-laws.
As well as satisfying the foregoing requirements, in order to comply with the universal proxy rules under the Exchange Act, Shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, in addition to the information required under our bye-laws, no later than March 16, 2026. If the date of the 2026 AGM is more than 30 days before or after May 15, 2026, the notice must be sent no later than the later of (i) 60 calendar days prior to the date of the 2026 AGM or (ii) the 10th calendar day following the day on which public announcement of the date of the 2026 AGM is first made by the Company.
A Shareholder proponent must be a Shareholder of the Company who was a Shareholder of record both at the time of giving of notice and at the time of the 2026 AGM and who is entitled to vote at the 2026 AGM.
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Voting and Meeting Information
Meeting Information
When and Where is the Annual General Meeting?
The Annual General Meeting will be held virtually via the internet on May 15, 2025 at 9am, ET. Shareholders may access the Annual General Meeting atwww.virtualshareholdermeeting.com/HG2025.
What Do I Need to Participate in the Annual General Meeting?
Shareholders can participate in the Annual Meeting by logging into the meeting website atwww.virtualshareholdermeeting.com/HG2025. To log in, you will need the 16-digit control number provided on your proxy card, voting instruction form or Internet Notice of Internet Availability of Proxy Materials for the Shareholder Meeting (the "control number"). We recommend that you log in at least 15 minutes in advance of the Annual Meeting.
Can I Ask Questions at the Virtual Annual Meeting?
Shareholders will be able to submit written questions during the meeting in the "Ask A Question" field of the website by selecting a question topic, typing the question in the designated text box and clicking "Submit."
Consistent with the rules of conduct for our Annual General Meeting, and to allow us to answer questions from as many Shareholders as possible, each Shareholder may submit a maximum of one question. We ask that questions be succinct and cover only one topic per question. Questions from multiple Shareholders on the same topic or that are otherwise related may be grouped and answered together to avoid repetition.
What if I Have Trouble Accessing, or Technical Difficulties During, the Annual Meeting?
We will have technicians ready to assist with any technical difficulties in accessing or participating in the Annual Meeting. The technical support number will be posted on the Annual Meeting log in page.
Who Solicits Proxies and How Are They Paid?
The proxy accompanying this proxy statement is solicited on behalf of our Board for use at the annual meeting and Hamilton pays the expenses of soliciting the proxies. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward solicitation material to the beneficial owners of our shares. We will reimburse these entities and our transfer agent for their reasonable out-of-pocket expenses in forwarding solicitation material. We have not retained the services of a proxy solicitor.
Are there any other matters to be presented during the Annual Meeting?
We know of no specific matter to be brought before the meeting that is not referred to in this proxy statement. If any other matter properly comes before the meeting, including any Shareholder proposal properly made, the proxy holders will vote the proxies in accordance with their best judgment on such matter.
Who Can Vote at the Annual Meeting?
Hamilton's Class A and B Shareholders are entitled to vote at the Annual Meeting if you were a Shareholder of record on March 17, 2025. On March 17, 2025, there were 17,820,078 outstanding Class A common shares and 65,354,432 Class B Shares entitled to vote at the Annual General Meeting. Subject to the voting limitations set
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forth in our bye-laws, each share of Hamilton Class A and B common stock held by you on the record date is entitled to one vote, provided only Class B common Shareholders may vote on Proposal 1 (election of Class B directors). You are entitled to direct the voting of your shares if you were a beneficial owner of shares held in street name on the record date.
What are the Voting Rights of the Holders of Class A, Class B and Class C Common Shares?
Subject to the voting limitations set forth in our bye-laws, our Class A and Class B common shares are entitled to one vote per share held of record and to vote together as a single class on all matters on which Shareholders are entitled to vote generally, provided that only holders of our Class B common shares may vote for the election and removal of directors (aside from directors appointed via the Shareholders' Agreement). Our Class C common shares have no voting rights, except as otherwise required by law.
How Many Votes are Required to Transact Business at the Annual Meeting?
A quorum is required to transact business at the Annual Meeting. Two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum. If after a half hour from the time appointed for the meeting a quorum is not present, then the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine.
How Do I Vote?
You are encouraged to vote in advance of the Annual General Meeting. You can use any of the following methods listed to vote: (i) via the Internet, (ii) by telephone, (iii) by mailing your completed voting information form or proxy card or (iv) during the annual meeting.
Shareholders may cast their vote in one of four ways:
•By Internet.Go to www.proxyvote.com. To be valid, your vote must be received by 11:59 pm, ET, on May 14, 2025. You will need your control number to access the website.
•By Telephone.Call 1-800-690-6903 any time on a touch-tone telephone. There is NO CHARGE to you for the call in the U.S. or Canada . International calling charges apply outside the U.S. and Canada . You will need your control number to vote. To be valid, your vote must be received by 11:59 pm, ET, on May 14, 2025.
•By Mail.Mark your voting instruction form or proxy card, sign and date it, and retuit in the prepaid envelope that has been provided or retuit to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. To be valid, your vote must be received by 11:59 pm, ET, on May 14, 2025.
•During the Annual Meeting
If you are a beneficial owner of common shares held in street name, please refer to the voting instruction form provided by the intermediary holding these shares. The availability of telephone and internet voting will depend on the voting process of the intermediary. Shares held beneficially may be voted at the Annual Meeting only if you obtain a legal proxy from your intermediary the right to vote the shares.
If you are a beneficial owner of common shares held in street name, please refer to the voting instruction form provided by the intermediary holding these shares. The availability of telephone and internet voting will depend on the voting process of the intermediary. Shares held beneficially may be voted at the Annual Meeting only if you obtain a legal proxy from your intermediary the right to vote the shares.
What is the Difference Between a Shareholder of Record and a Beneficial Owner of Shares Held in Street Name?
If your shares of Hamilton Class B common shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"), you are considered a Shareholder of record or a "registered Shareholder" of those shares. If your shares are held in an account at a bank, brokerage firm or
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other intermediary, you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials, as well as a voting instruction form, from the intermediary holding your shares and, as a beneficial owner, you have the right to direct the intermediary as to how to vote them. Most individual Shareholders are beneficial owners of shares held in street name.
How Can I Revoke My Proxy or Change My Vote?
If you are a beneficial owner of common shares held in street name, you should contact the intermediary holding these shares regarding how to revoke your proxy.
If you are a registered Shareholder you may change your vote at any time before the polls close at the Annual
Meeting by:
•voting again by telephone or through the internet prior to 11:59 pm, ET, on May 14, 2025;
•executing and mailing a later-dated proxy card that is received prior to 11:59 pm, ET, on May 14, 2025; or
•voting again at the Annual Meeting.
How are votes counted?
Each Class A and Class B common share entitles the holder of record to one vote, subject to the voting limitations set out in our bye-laws. Our bye-laws provide a mechanism under which the Company may, before a vote of the Shareholders on any matter, in certain circumstances reallocate a proportion of the voting rights held by or attributed to certain Shareholders or groups of Shareholders among other Shareholders so as to ensure that those certain Shareholders or groups of Shareholders and their affiliates are not deemed to own shares possessing voting power comprising more than 9.5% of the total combined voting power of all classes of shares of the Company (or, in the case of holders of our Class B common shares when voting as a class, such as in respect of the election or removal of directors other than for directors who are appointed by certain Shareholders pursuant to the Shareholders Agreement and our bye-laws, a maximum of 14.92% of the total combined voting power, calculated by multiplying (a) 9.5% and (b) the quotient of dividing (x) the total number of directors by (y) the number of directors elected by holders of Class B common shares). In addition, our Board of Directors may, in its absolute discretion, limit a Shareholder's voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company or any Shareholder or its affiliates. Our bye-laws also eliminate the voting power for certain holders of our common shares that have a relationship with Two Sigma.
Who Counts the Votes?
Broadridge, an independent entity, will tabulate the votes. A representative of Broadridge will act as the independent Inspector of Election and supervise the voting, decide the validity of proxies and certify the results.
How Will My Shares Be Voted?
Your shares will be voted in accordance with your instructions. In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or the internet, the proxy holders will have, and intend to exercise, discretion to vote your shares in accordance with their best judgment on any matters not identified in this proxy statement that are brought to a vote at the Annual Meeting.
If your shares are registered in your name and you sign and retua proxy card or vote by telephone or the internet but do not give voting instructions on a particular proposal, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board's recommendation. If you hold your shares in street name and do not give voting instructions on a proposal, your broker is only permitted under the rules of the NYSE to vote your shares in its discretion on "routine" matters and is required to withhold a vote on each of the other proposals, resulting in a so-called "broker non-vote." Broker non-votes will not be treated as a vote "for" or "against" the proposals and therefore will have no effect on the vote.
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Which Proposals are considered "Routine" or "Non-Routine"?
Proposal 3 (appointment of Ernst & Young , Hamilton, Bermuda , to act as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm) is a matter considered routine under NYSE rules and therefore a broker or nominee may vote on Proposal 3. No broker non-votes are expected to exist in connection with Proposal 3.
Proposal 1 (election of Class B directors) and Proposal 2 (non-binding advisory vote on fiscal year 2024 compensation paid to our named executive officers) are considered non-routine under NYSE rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 2.
How are Abstentions and Broker Non-Votes Treated?
Only votes cast "for" or "against" a proposal will be considered; abstentions and broker non-votes will not be treated as a vote "for" or "against" a proposal and therefore will have no effect on the vote. With respect to Proposal One, Class B Directors shall be elected by Class B Shareholders by a vote of plurality of the votes of the Class B Members cast at the meeting, subject to the voting limitations set out in the Company bye-laws.
How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?
To reduce the costs of printing and distributing proxy materials, we are taking advantage of the SEC rule that allows companies to furnish their proxy materials over the internet. As a result, we send many Shareholders a Notice of Internet Availability of Proxy Materials ("Notice") instead of a paper copy of our proxy materials. This Notice explains how you can access the proxy materials over the internet, and also describes how to request to receive a paper copy of the proxy materials. If you have requested paper copies of the proxy materials, you may have received one copy of our proxy statement, annual report or Notice for multiple Shareholders in your household. This is because we and some brokers, banks and other record holders participate in the practice of "householding" proxy statements, annual reports and Notices of Internet Availability and deliver only one copy to Shareholders at one address unless we or they receive other instructions from you.
If these materials were delivered to an address that you share with another Shareholder, we will promptly deliver a separate copy if you make a written or verbal request to our Secretary at Wellesley House North, 1st Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda , telephone: (441) 405-5200.
If you are receiving multiple copies and would like to receive only one copy for your household, you may make such request as follows:
•If you are a Shareholder of record, by contacting either by calling toll free at +1 (866) 540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717; and
•If you are a beneficial owner of shares, by contacting your broker, bank or other holder of record.
The Company's proxy materials are also available at www.hamiltongroup.com.
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Other Matters
Communication with Board of Directors
Shareholders and other interested parties may send communications to our Board by sending written notice to our Corporate Secretary at our headquarters at Wellesley House North, 1st Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda . The notice may specify whether the communication is directed to the entire Board, to the non-management directors or to a particular Board committee or other director. Our Corporate Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if the Corporate Secretary so determines, will forward the communication to our Chair of the Board, to the non-management directors or to the appropriate committee chair or director. At each meeting of our Board, our Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors upon request
Delivery of Proxy Materials
We have chosen to furnish proxy materials, which include this proxy statement and our Annual Report, to our beneficial Shareholders by providing access to these documents on the Internet instead of mailing printed copies. In connection therewith, a Notice of Internet Availability of Proxy Materials were first made available, sent or given to Shareholder beginning on or about March 27, 2025, which explains how to submit your proxy and provides details on how to request paper copies of our proxy materials, if desired. We hope that this process will expedite Shareholders' receipt of our proxy materials and also lower the printing and mailing costs and minimizing the environmental impact of printing paper copies.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act, our directors and executive officers and any persons who beneficially own, or are part of a group that owns, more than 10% of our outstanding Class B common shares are required to report their initial ownership of common shares and any subsequent changes in that ownership to the SEC . Specific filing dates for these reports have been established by the SEC , and we are required to disclose in this proxy statement any failure by such persons to file these reports in a timely manner during 2024. We believe that all reports required by Section 16(a) of the Exchange Act were filed timely in 2024, except for Form 4 reports relating to the vesting of the Restricted Stock Units on January 1, 2024 for Giuseppina (Pina) Albo , Alexander Baker , Adrian Daws , Daniel Fisher , Craig Howie and Venkat Krishnamoorthy , which were inadvertently filed late on March 5, 2024, the Form 3 report for Bradley Cooper , which was inadvertently filed late on February 4, 2025 and the Form 4 report related to the transfer of common shares from the account of Giuseppina (Pina) Albo to The Albo 2018 LLC which was inadvertently filed late on March 26, 2025.
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Incorporation by Reference
No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement. To the extent that this proxy statement is incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, the sections of this proxy statement titled "Compensation and Personnel Committee Report" and "Audit Committee Report" will not, to the extent permitted by the rules of the SEC , be deemed incorporated, unless specifically provided otherwise in such filing. No information contained on our website, www.hamiltongroup.com, is intended to be included as part of, or incorporated by reference into, this proxy statement.
A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC , will be sent to any Shareholder, without charge, by regular mail upon written request addressed to our Secretary at Wellesley House North, 1st Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda . You also may obtain our Annual Report on Form 10-K over the Internet at the SEC's website, www.sec.gov, or in the investor relations section of our website.
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Appendix 1 - Non-GAAP Financial Measures
Non-GAAP Financial Measures Reconciliation
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of the measurements are considered non-GAAP financial measures under SEC rules and regulations. In this proxy statement, we present underwriting income (loss), a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. We believe that non-GAAP financial measures, which may be defined and calculated differently by other companies, help explain and enhance the understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. Where appropriate, reconciliations of our non-GAAP measures to the most comparable GAAP figures are included below.
Underwriting Income (Loss)
We calculate underwriting income (loss) on a pre-tax basis as net premiums earned less losses and loss adjustment expenses, acquisition costs and other underwriting expenses (net of third party fee income). We believe that this measure of our performance focuses on the core fundamental performance of the Company's reportable segments in any given period and is not distorted by investment market conditions, corporate expense allocations or income tax effects.
The following table reconciles underwriting income (loss) for the year ended December 31, 2024, to net income (loss), the most comparable GAAP financial measure:
| ($ in thousands) | 2024 | ||||
| Underwriting income (loss) | $ | 149,364 | |||
| Total net realized and unrealized gains (losses) on investments and net investment income (loss) |
574,674 | ||||
| Net foreign exchange gains (losses) | (3,231) | ||||
| Corporate expenses | (61,111) | ||||
| Amortization of intangible assets | (15,520) | ||||
| Interest expense | (22,616) | ||||
| Income tax (expense) benefit | (8,402) | ||||
| Net income (loss), prior to non-controlling interest | $ | 613,158 | |||
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Other Underwriting Expenses
Other underwriting expenses include those general and administrative expenses that are incremental and/or directly attributable to our underwriting operations. While this measure is presented in Note 9,Segment Reportingin our consolidated audited financial statements for the year ended December 31, 2024, it is considered a non-GAAP financial measure when presented elsewhere.
Corporate expenses include holding company costs necessary to support our reportable segments. As these costs are not incremental and/or directly attributable to our underwriting operations, these costs are excluded from other underwriting expenses, and therefore, underwriting income (loss). General and administrative expenses, the most comparable GAAP financial measure to other underwriting expenses, also includes corporate expenses.
The following table reconciles other underwriting expenses for the year ended December 31, 2024 to general and administrative expenses, the most comparable GAAP financial measure:
| ($ in thousands) | 2024 | ||||
| Other underwriting expenses | $ | 210,013 | |||
| Corporate expenses | 61,111 | ||||
| General and administrative expenses | $ | 271,124 | |||
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Appendix 2: Class A Proxy Card
Appendix 3: Class B Proxy Card
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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