David Holman
About David Holman
David Holman, 64, has served on Bowhead Specialty Holdings Inc.’s board since May 2024 and is currently a corporate governance consultant (since 2024). He retired from American Family Mutual Insurance Company, S.I. (AFMIC) effective April 3, 2024; prior roles at AFMIC include Chief Administration Officer & Corporate Secretary (2021–2023), Chief Strategy Officer & Corporate Secretary (2014–2021), and Chief Legal Officer (2011–2014). He holds a B.A. in Economics and Political Science from St. Olaf College and a J.D. from Hamline University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Family Mutual Insurance Company, S.I. | Chief Administration Officer & Corporate Secretary | Oct 2021–Dec 2023 | Senior administrative, governance role |
| American Family Mutual Insurance Company, S.I. | Chief Strategy Officer & Corporate Secretary | Jan 2014–Oct 2021 | Enterprise strategy and corporate governance |
| American Family Mutual Insurance Company, S.I. | Chief Legal Officer | Nov 2011–Jan 2014 | Legal leadership |
| Bowhead Insurance GP, LLC (BGP) | Board of Managers | Oct 2020–Dec 2024 | Oversight of pre‑IPO general partner |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corporate governance consultant | Consultant | Since 2024 | Independent advisory role |
| Other public company boards | — | — | None disclosed |
Board Governance
- Classification and tenure: Class II director; term expires at the 2026 annual meeting .
- Independence: As of March 2025, the board affirmatively determined independence for Tom Baker, Angela Brock‑Kyle, David Foy, and Ava Schnidman; David Holman was not listed among independent directors (he is an AFMIC nominee under the Investor Matters Agreement) .
- Committee assignments:
- FY2024 committees: Audit Committee (Foy, Baker, Brock‑Kyle) and CNCG Committee (Botein, Foy, Baker, Van Beek, Schnidman); Holman not a member in 2024 .
- Update: On Oct 2, 2025, Holman was appointed to the Compensation, Nominating and Corporate Governance (CNCG) Committee; composition changed to Schnidman, Holman, Price Lowenstein .
- Attendance: Board held two meetings in FY2024; each incumbent director attended at least 75% of board and applicable committee meetings during their service period .
- Election outcomes: Class I directors re‑elected on May 1, 2025; auditors ratified (PwC). No say‑on‑pay proposal presented .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $0 | AFMIC and GPC Fund nominees are not eligible for board compensation |
| Committee membership fees | $0 | Audit Chair earned $50,000 (Foy), not applicable to Holman in 2024 |
| Meeting fees | $0 | No meeting fees disclosed |
| Stock awards (RSUs) | $0 | Non‑employee director policy allows $80k cash + $80k RSUs or $160k RSUs; AFMIC nominees excluded |
| Outstanding RSUs at YE | 0 | Holman had no RSUs outstanding as of Dec 31, 2024 |
Non‑Employee Director Compensation Policy (adopted May 22, 2024): either $80,000 cash + RSUs with $80,000 grant‑date value, or RSUs with $160,000 grant‑date value; annual RSUs vest on earlier of one year or next annual meeting; directors must hold interests for duration of board service. Audit Committee Chair receives additional $50,000 cash retainer .
Performance Compensation
| Metric Type | FY 2024 | Detail |
|---|---|---|
| Equity performance awards (PSUs/Options) | None disclosed for Holman | AFMIC nominees are not eligible for director compensation |
| Performance metrics tied to director pay | N/A | No director performance pay metrics disclosed; policy is fixed RSUs/cash for eligible non‑employee directors |
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| AFMIC (American Family Mutual Insurance Company, S.I.) | Holman is AFMIC’s board nominee at BOW | AFMIC has significant commercial arrangements and governance rights with BOW (MGA, quota share, warrant, nomination rights) |
| Price Lowenstein appointment (Oct 2025) | Changed CNCG composition to include Holman | Governance implications for committee independence phase‑in |
- AFMIC–BOW arrangements:
- Managing General Agency agreements and quota share reinsurance; ceding fee increases scheduled to 2.75% (May 23, 2025), 3.25% (May 23, 2026), 5.0% (May 23, 2027). FY2024 net premiums assumed $695.7mm; ceding fee of $9.8mm paid to AFMIC .
- AFMIC common stock purchase warrant: 1,670,721 shares at $17.00, vesting ratably over five years; full vesting upon change of control subject to AFMIC agreement to maintain contracts; 10‑year term .
- Investor Matters Agreement: AFMIC maintains ≥10% ownership and holds nomination rights; Holman serves as Class II director under these rights .
Expertise & Qualifications
- Legal, strategy, and corporate governance experience across multiple C‑suite roles at AFMIC (legal, strategy, administration; Corporate Secretary) .
- Insurance industry senior leadership and governance background; currently advising as a corporate governance consultant .
- Education: B.A., St. Olaf College; J.D., Hamline University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Holman | 0 | 0.0% (out of 32,662,683 shares outstanding) | No RSUs/options outstanding as of YE 2024 |
| Hedging/Pledging | Prohibited by company policy for directors, officers, employees | N/A | No pledging disclosed for Holman |
Governance Assessment
- Independence and committee composition: Holman was not affirmatively determined independent as of March 2025 and is an AFMIC nominee; his October 2025 appointment to the CNCG Committee introduces independence sensitivity for a key board committee amid NYSE phase‑in requirements. RED FLAG: structural dependence risk on a major commercial counterparty’s nominee participating in compensation/governance oversight .
- Ownership alignment: Holman held no BOW shares or RSUs as of YE 2024; AFMIC nominees do not receive director compensation, which limits pay risk but also reduces equity alignment. RED FLAG: low “skin‑in‑the‑game” for an influential director .
- Related‑party exposure: Extensive AFMIC transactions (MGA, quota share, increasing ceding fees, warrant, nomination rights) create persistent conflict‑of‑interest optics; Audit Committee oversees related‑party transactions. Positive mitigant: formal related‑party policy; however, Holman’s AFMIC affiliation heightens perceived conflict risk. RED FLAG: counterparty influence and termination rights tied to governance outcomes .
- Attendance/engagement: Board met twice in 2024; all incumbents met ≥75% attendance. Neutral signal on engagement given limited meeting count and transition year dynamics .
- Shareholder voting: 2025 director elections passed; no say‑on‑pay presented (EGC scaled disclosures), limiting direct investor feedback on compensation practices .
Overall view: Holman brings deep governance and insurance expertise but exhibits low equity alignment and non‑independence under AFMIC’s nomination umbrella. His CNCG Committee role from Oct 2025, alongside AFMIC’s significant commercial and governance rights, increases scrutiny on board effectiveness and conflict management. Strong enforcement of the related‑party policy and clear documentation of recusals/independence safeguards will be critical to investor confidence .