Angela Brock-Kyle
About Angela Brock-Kyle
Angela Brock‑Kyle, 65, is an independent Class III director of Bowhead Specialty Holdings Inc. (BOW) and has served on the board since May 2024, with her current term expiring at the 2027 annual meeting . She holds a B.S. in finance and marketing from California State University, East Bay, and J.D. and M.B.A. degrees from UCLA . Her background spans board leadership and finance, including audit oversight and risk/compliance chair roles at other organizations, which the board cites as core qualifications in financial, accounting and business leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowhead Insurance GP, LLC (General Partner of former parent BIHL) | Board of Managers member | Dec 2020 – Dec 2024 | Governance role during BIHL ownership/dissolution period |
| Infinity Property & Casualty Corporation | Director; Audit Committee Chair | Previously (dates not specified) | Chaired the Audit Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunt Companies Inc. | Director | Since Feb 2019 | Board service at private holding company |
| Guggenheim Funds | Trustee | Since 2016 | Chaired Risk & Compliance Committee |
Board Governance
- Classification and term: Class III director; term expires at the 2027 annual meeting .
- Independence: The board has affirmatively determined Angela Brock‑Kyle is independent under NYSE listing standards .
- Committee assignments: Audit Committee member; Audit Committee had two meetings in fiscal 2024 .
- Attendance: In 2024, each incumbent director attended at least 75% of board and applicable committee meetings during their service period .
- Board structure: Chair (separate from CEO) is Matthew Botein; policy contemplates separation or a lead independent director; not specified that she serves as LID .
Fixed Compensation
| Component | Structure/Amount | 2024 Amount for Brock‑Kyle | Notes |
|---|---|---|---|
| Cash retainer | Option: $80,000 cash + $80,000 RSUs, or all‑equity $160,000 RSUs | $0 | She elected RSUs‑only annual package . |
| Equity (RSUs) | Annual RSUs; grant date value per policy | $159,987 | Amounts reflect grant date fair value under ASC 718 . |
| Committee chair fees | Audit Chair retainer | N/A | $50,000 cash retainer applies to Audit Committee Chair (not her) . |
| Meeting fees | Not disclosed | — | No meeting fees specified . |
| Vesting/holding | Annual RSUs vest on earlier of 1‑year from grant or next annual meeting; directors must hold while serving | Policy term | Holding requirement aligns director/shareholder interests . |
Performance Compensation
- Equity awards: Non‑employee director compensation consists of time‑based RSUs; no performance‑based director metrics or options disclosed for directors .
- Vesting mechanics: Annual RSUs vest on the earlier of one‑year from grant or the next annual meeting; holding requirement applies for board tenure .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock / Relevance |
|---|---|---|
| Hunt Companies Inc. (Director) | Private company board service | No BOW‑disclosed related‑party linkage identified . |
| Guggenheim Funds (Trustee; Risk & Compliance Chair) | Fund complex governance | No BOW‑disclosed related‑party linkage identified . |
| Infinity Property & Casualty (Former Director; Audit Chair) | Prior public board experience | Historical governance role; not a current counterparty to BOW . |
| Bowhead Insurance GP, LLC (General Partner of BIHL) | Former board of managers member | BIHL dissolution proceeds covered phantom stock compensation owed to Brock‑Kyle for GP service; related‑party context noted below . |
Expertise & Qualifications
- Finance, accounting, and business leadership experience cited by BOW as qualifications for board service .
- Education: B.S. in finance & marketing (Cal State East Bay); J.D. and M.B.A. (UCLA) .
- Relevant oversight: Prior Audit Committee Chair (Infinity); Chair of Risk & Compliance (Guggenheim Funds), supporting Audit Committee work at BOW .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 23,324 shares; <1% of outstanding . |
| RSUs outstanding (12/31/2024) | 9,411 RSUs outstanding . |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors, officers, and employees . |
| Ownership guidelines | Directors must hold RSUs for duration of board service per NED policy . |
Governance Assessment
-
Strengths
- Independent director with audit/risk oversight depth; currently serves on BOW’s Audit Committee .
- Chose 100% equity compensation ($159,987 RSUs) under the 2024 policy, signaling alignment; required to hold shares while serving .
- Hedging/pledging prohibitions enhance alignment/discipline for directors .
- Attendance threshold met across board and committees for 2024 service periods .
-
Potential Conflicts / Watch‑items
- Related‑party context from former GP: BIHL’s dissolution proceeds included compensation owed to Angela Brock‑Kyle for phantom stock awards tied to her service on the General Partner’s board of managers; while tied to pre‑IPO governance, investors may monitor future independence perceptions in transactions connected to BIHL legacy matters .
- Audit Committee oversees related‑party transactions; the policy requires disinterested review and excludes conflicted members from approvals, providing process mitigation .
- CNCG Committee composition reflects NYSE phase‑in from “controlled company” status; ongoing compliance actions are planned—investors should track final independent composition and committee refresh .
-
Additional Notes
- Class III tenure through 2027 provides continuity; board leadership structure separates Chair and CEO, which supports independent oversight though no Lead Independent Director is specified .
- Audit Committee met twice in 2024; continued cadence and depth of risk oversight will be key given BOW’s related‑party arrangements with AFMIC and legacy BIHL transitions (committee remit includes related‑party approvals) .
Director Compensation (Detail Tables)
| 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Angela Brock‑Kyle | $0 | $159,987 | $159,987 |
| Outstanding Director RSUs (12/31/2024) | Units |
|---|---|
| Angela Brock‑Kyle | 9,411 |
Policy reference:
- Annual director package: either (i) $80,000 cash + $80,000 RSUs, or (ii) $160,000 RSUs; Audit Committee Chair retainer $50,000 cash; annual RSUs vest at earlier of one‑year from grant or next annual meeting; directors must hold interests while serving .
Related‑Party and Risk Indicators (context relevant to independence)
- BIHL dissolution: BIHL used secondary‑offering proceeds to pay dissolution expenses, including phantom stock compensation owed to Angela Brock‑Kyle and David Foy for service on BGP’s board of managers .
- Related‑party approvals: Audit Committee chartered to approve related‑party transactions; policy mandates disinterested review/exclusion when conflicts arise .
- Insider policy controls: Hedging/pledging prohibited; clawback policy adopted per SEC/NYSE (applies to excess incentive compensation and executives; strengthens overall governance culture) .
RED FLAG: Prior compensation from BIHL (legacy owner) for phantom equity tied to GP service could be perceived as a historical related‑party linkage; process safeguards (Audit Committee policy) mitigate ongoing conflicts, but investors may monitor related‑party approvals and disclosures .