Ava Schnidman
About Ava Schnidman
Dr. Ava Schnidman, 73, is an independent Class III director of Bowhead Specialty Holdings Inc., appointed on October 30, 2024; her current term expires at the 2027 annual meeting. She is President of Schnidman Partners Inc. (founded 2014) and previously co-founded Deltech Consulting Group LTD (1983–2014), with a Ph.D. in Organizational Psychology from Columbia University, an M.B.A. from the University of Connecticut, and a B.A. in English from the University of Rochester .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deltech Consulting Group LTD | Founding Partner | 1983–2014 | Led consulting on organizational change, M&A, and development for large corporations |
| Schnidman Partners Inc. | President | 2014–Present | Executive leadership consulting to Fortune 500 companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Schnidman Partners Inc. | President | 2014–Present | Independent consulting firm; no issuer-related-party transactions disclosed with BOW – |
Board Governance
- Committee assignments: Member, Compensation, Nominating and Corporate Governance Committee (CNCG); not on Audit; not a committee chair .
- Independence: Board determined she qualifies as “independent” under NYSE standards; BOW ceased “controlled company” status in October 2024 and is phasing in fully independent committees per NYSE rules .
- Attendance: Board held two meetings in FY2024; each incumbent director serving during FY2024 attended at least 75% of board and applicable committee meetings; directors are expected to attend annual meetings .
- Board structure: Chair separate from CEO; Matthew Botein is Chair; CEO is Stephen Sills .
- Director indemnification: BOW has entered indemnification agreements with each director; D&O insurance maintained .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Lump-sum cash (FY2024 partial year) | $80,000 | Paid in advance for service from Oct 30, 2024 to the first annual meeting; no RSUs granted for FY2024 |
| Non-Employee Director Compensation Policy (post-2025 meeting) | $80,000 cash + $80,000 RSUs OR $160,000 RSUs | Annual election; RSUs vest on earlier of one year or the next annual meeting; required to hold while serving; Audit Chair retainer $50,000 (not applicable to Dr. Schnidman) |
Performance Compensation
| Element | FY2024 Value | Vesting/Performance Conditions |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | NED annual RSUs (if elected) vest on earlier of one year or next annual meeting; no director performance metrics disclosed (director awards are time-based) |
No director performance metrics (e.g., revenue growth, EBITDA, TSR) are disclosed for directors; equity, if elected, is time-based RSUs with annual vesting cadence .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Overlap |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed for Dr. Schnidman |
Expertise & Qualifications
- Organizational psychology and executive leadership consulting expertise, with decades advising Fortune 500 companies on large-scale change and M&A integration .
- Academic credentials: Ph.D. in Organizational Psychology (Columbia), M.B.A. (University of Connecticut), B.A. in English (University of Rochester) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,893 | As of March 7, 2025 |
| Shares outstanding | 32,662,683 | Record date for 2025 annual meeting |
| Ownership as % of outstanding | ~0.006% | 1,893 ÷ 32,662,683, for context only |
| RSUs outstanding (12/31/2024) | 0 | Directors’ RSUs table shows none for Dr. Schnidman |
| Options outstanding | None disclosed | No options listed for directors; company does not grant stock options currently |
| Pledging/Hedging | Prohibited by policy | Company Insider Trading Policy prohibits hedging and pledging for all directors |
| Ownership guidelines | Hold RSUs while serving | NED policy requires holding RSUs during service; no multiple-of-salary guideline disclosed |
Governance Assessment
- Independence and alignment: Independent director with consulting background; minimal share ownership today but policy-supported path to equity alignment via annual RSU elections after 2025 meeting .
- Committee effectiveness: Member of CNCG; note that CNCG composition includes non-independent nominees during NYSE phase-in period—board states intent to fully comply within transition timeline (watchpoint for investors until complete) .
- Attendance and engagement: Board-level attendance thresholds met for incumbents in FY2024; Schnidman’s appointment late in 2024 aligns with this aggregate disclosure .
- Compensation mix: FY2024 compensation was cash-only due to mid-year appointment; starting FY2025 she will have the ability to elect cash+equity or equity-only, which strengthens ownership alignment relative to cash retainers alone .
- Policies and controls: Robust clawback policy compliant with SEC/NYSE; hedging/pledging prohibited; director indemnification agreements in place—positive governance infrastructure .
Red Flags / Watchpoints
- CNCG independence transition: Committee includes non-independent members during phase-in from “controlled company” status; monitor completion of NYSE independence requirements and any changes in membership/chair roles (potential governance overhang until fully independent) .
- Limited disclosed equity alignment to date: Current beneficial ownership is de minimis; watch election into RSU program post-2025 and any future ownership accumulation to assess alignment strength .
No related-party transactions, loans, or family relationships disclosed for Dr. Schnidman. The related-party transactions section does not list Schnidman Partners or any dealings tied to her; employment arrangements with family members are disclosed for the CEO, not Dr. Schnidman – .