David Foy
About David Foy
David Foy, 58, is an independent director of Bowhead Specialty Holdings Inc. (BOW) and has served on the board since May 2024. He is a seasoned insurance executive and actuary: former EVP & CFO of White Mountains Insurance Group (2003–2017), an independent insurance consultant (2017–2021), and currently a senior advisor to Bain Capital Insurance (since Oct 2021). He previously served on the board of managers of BGP (Sept 2022–Dec 2024), and is a director of Federal Life Insurance Company and Enhance Health. He holds a B.S. in Applied Statistics from Rochester Institute of Technology and is a Fellow of the Society of Actuaries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Mountains Insurance Group | EVP & CFO | Mar 2003 – May 2017 | Led finance, reporting, capital; deep P&C industry expertise |
| Insurance Industry (independent consultant) | Consultant | May 2017 – Oct 2021 | Advisory work across insurers |
| Bain Capital Insurance | Senior Advisor | Oct 2021 – present | Strategic advisory within insurance; capital and operations |
| BGP (Board of Managers) | Member | Sept 2022 – Dec 2024 | Governance for pre-IPO structure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Life Insurance Company | Director | Not specified | Current public company directorship |
| Enhance Health | Director | Not specified | Current board service |
Board Governance
- Board class and tenure: Foy is a Class II director; term expires at the 2026 annual meeting .
- Independence: Board determined David Foy is “independent” under NYSE listing standards .
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert” under Item 407(d)(5) of Regulation S-K; Audit Committee held two meetings in FY2024 .
- Compensation, Nominating & Corporate Governance (CNCG) Committee: Member; committee held one meeting in FY2024 .
- Attendance: Board held two meetings in FY2024; each incumbent director attended at least 75% of aggregate board/committee meetings for which they served .
- Board leadership: Chair is Matthew Botein; CEO is Stephen Sills; policy favors separation of roles or having a lead independent director .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Package (cash) | $80,000 | Under NED policy, directors may elect $80,000 cash + $80,000 RSUs or $160,000 RSUs |
| Annual Director Package (RSUs grant-date value) | $79,985 | Foy elected mixed package; RSUs vest at earlier of one year from grant or next AGM; holding required during service |
| Audit Committee Chair Retainer (cash) | $50,000 | Additional cash retainer for Audit Chair |
| Total FY2024 Compensation | $209,985 | $130,000 cash + $79,985 stock awards |
Directors nominated by AFMIC or GPC Fund and employees are ineligible for director compensation; Foy is not an AFMIC/GPC nominee .
Performance Compensation
| Program | Metric | Target Structure | Applicability to Foy |
|---|---|---|---|
| Director equity | Time-based RSUs | Vest at earlier of one year or next AGM; holding required during service | Applicable (no performance metrics) |
| Stock options | N/A | Company does not grant stock options at this time | Not applicable |
| Executive PSUs | Stock price CAGR thresholds (15%/20%/25% for 75%/100%/125% payout) | Executive-only; CEO PSUs | Not applicable to director compensation |
No director-specific performance metrics (TSR/EBITDA/ESG) were disclosed for Foy’s compensation .
Other Directorships & Interlocks
| Entity | Relationship to BOW | Potential Interlock / Notes |
|---|---|---|
| AFMIC; GPC Fund | Shareholder nominee rights per agreements | Current nominees: AFMIC—Troy Van Beek, David Holman; GPC—Matt Botein, Zhak Cohen; Foy is independent, not a nominee of these investors |
| Federal Life Insurance Company | External board | No related-party transaction disclosed with BOW |
| Enhance Health | External board | No related-party transaction disclosed with BOW |
Expertise & Qualifications
- Fellow of the Society of Actuaries; B.S. in Applied Statistics (RIT) .
- Audit committee financial expert designation; extensive insurance finance leadership (White Mountains CFO) .
- Broad strategic and capital advisory experience (Bain Capital Insurance senior advisor) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| David Foy | — | <1% | 4,705 |
- Section 16 compliance: All directors complied in FY2024 except two Form 3 omissions by others (Fondriest, Sills) later corrected; no issues cited for Foy .
- Hedging/pledging: Company policy prohibits hedging, margining, and pledging by directors .
Governance Assessment
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Strengths
- Independent director with deep insurance finance and actuarial credentials; designated audit committee financial expert, signaling credible oversight of reporting, controls, and auditor independence .
- Chairs Audit Committee; committee charter includes approving related-party transactions and overseeing risk—key guardrails for a company with significant investor affiliates .
- Pay structure aligned with shareholder exposure via RSUs that vest at AGM and must be held during service; limited cash retainer beyond standard and role-based chair fee .
-
Watch Items / Potential Red Flags
- Compensation committee independence in transition: the company ceased “controlled company” status in Oct 2024 and is phasing into NYSE independence requirements; current CNCG chair is Matthew Botein (GPC nominee), indicating investor influence until full compliance is reached .
- Investor nomination rights: AFMIC and GPC Fund retain rights to nominate directors subject to thresholds, which can shape board composition; while Foy is independent, overall board balance should be monitored for independence and committee composition impacts .
-
Engagement/Attendance
- Board met twice in FY2024; Audit Committee met twice; CNCG met once; all incumbents met the 75% attendance threshold—no attendance concerns noted for Foy .
-
Related-Party Exposure
- Audit Committee (chaired by Foy) is responsible for pre-approvals and related-party transaction oversight; no Foy-specific related-party transactions disclosed .
Overall, Foy brings strong financial oversight and actuarial expertise as Audit Chair, supporting investor confidence in reporting integrity. Monitoring CNCG independence and investor nominee influence remains important until NYSE independence phase-in is complete .