Fabian J. Fondriest

About Fabian J. Fondriest

Independent director (Class III) of Bowhead Specialty Holdings Inc. since May 2024; age 63. Background includes senior leadership in specialty P&C insurance and direct-to-consumer platforms, with prior roles at American Family Insurance and Homesite. Education: B.A. in Economics from Harvard College and M.B.A. from Harvard Business School. Current external role: Chairman of the board of Trusted Resource Underwriters (TRU) .

Past Roles

External Roles

Board Governance

• Board class and tenure: Class III director; term expires at the 2027 annual meeting; director since May 2024 .
• Committee assignments: Not listed as a member of the Audit Committee or the Compensation, Nominating and Corporate Governance (CNCG) Committee; committee membership table does not include Fondriest .
• Independence: Proxy explicitly identifies independent directors as Tom Baker, Angela Brock‑Kyle, David Foy, and Ava Schnidman; Fondriest is not named in the independence list (implication: not currently classified independent under NYSE standards) .
• Attendance: The board held two meetings in FY2024; each incumbent director attended at least 75% of board and applicable committee meetings (Fondriest included) .
• Board leadership and structure context: Board chaired by Matthew Botein; separation of Chair and CEO roles; independent committee oversight exists (independent Audit Committee chaired by David Foy) .

Fixed Compensation

• Non-Employee Director Compensation Policy (adopted May 22, 2024): Choice of (i) $80,000 cash + $80,000 RSUs, or (ii) $160,000 RSUs; Audit Committee Chair receives an additional $50,000 cash retainer; annual RSU vests on earlier of one year from grant or next annual meeting; directors must hold RSUs during board service .
• 2024 Director Compensation for Fondriest:
  • One-time RSU grant: $300,000 fair value (May 22, 2024) in consideration of past/future services; vesting 20% on each of the 1st–3rd anniversaries; 40% on 4th anniversary; required to hold during service .
  • Annual package election: RSUs only with $160,000 grant-date value; no cash fees .

Performance Compensation

• Performance linkage: No performance-based equity for directors disclosed; director RSUs are time-based with required holding during service .
• Vesting schedules and instruments (Fondriest):
  • RSUs (one-time grant): 20% vesting on 1st, 2nd, 3rd anniversaries; 40% on 4th anniversary (grant date May 22, 2024) .
  • Annual RSUs: Vest on earlier of one year from grant or next annual meeting; holding requirement during board service .

No director-specific performance metrics (e.g., TSR, EBITDA) tied to director compensation are disclosed; equity options are not used for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive financial leadership and management experience in specialty insurance; roles as CEO (Homesite) and President/COO (AmFam Direct) indicate operational depth and DTC expertise .
• Harvard College (Economics) and Harvard Business School (MBA) credentials .
• Current chairmanship at TRU provides distribution/reciprocal governance perspective relevant to BOW’s programs .

Equity Ownership

• Beneficial ownership: 12,000 BOW common shares (<1%) .
• Outstanding director RSUs at 2024 year-end: 27,058 .
• Hedging/pledging: Company policy prohibits hedging and pledging of company securities for directors/officers/employees .
• Holding requirement: Directors must hold RSUs during their board service .

Governance Assessment

• Alignment signals
  • Equity-heavy mix: Fondriest elected RSUs-only annual package ($160k) and received a long-duration one-time RSU ($300k) with multi-year vesting—promotes longer-term alignment and retention .
  • Prohibitions on hedging/pledging and RSU holding requirements strengthen skin-in-the-game alignment .
  • Attendance threshold met (≥75%) in FY2024; baseline engagement reflected .
• Effectiveness considerations
  • Not serving on Audit or CNCG committees—limits direct involvement in financial oversight or compensation/governance shaping; independent Audit oversight is provided by Foy/Brock-Kyle/Baker .
  • Independence: Proxy names only four independent directors; Fondriest is not listed, suggesting potential non-independence status amidst AFMIC/TRU ties .
• Conflicts and related-party exposure
  • AFMIC/BOW arrangements are material: MGA agreements and quota share reinsurance, with BICI assuming $695.7m net premiums and paying $9.8m ceding fees in FY2024; ceding fees escalate over 2025–2027—creates persistent counterparty dependency and pricing risk .
  • AFMIC holds board nomination rights (two seats) and warrants/options tied to continued contractual relationships; governance and economic interlocks raise potential influence concerns .
  • TRU interlocks (Fondriest chair; Sills and Botein board roles) expand shared networks; while experience is valuable, it can create perceived influence channels requiring robust recusals and Audit Committee oversight for related-party matters .
• Compliance note
  • Section 16(a) delinquency: Fondriest’s initial Form 3 omitted an RSU grant and was later amended (Dec 19, 2024)—minor process lapse but corrected; monitor for timeliness going forward .

RED FLAGS

• Extensive related-party transactions with AFMIC (escalating ceding fees; termination provisions; trust collateral) coupled with AFMIC nomination rights—heightened conflict/independence scrutiny required .
• Fondriest not listed among independent directors; combined with AFMIC/TRU affiliations, independence perception risk persists until fully addressed under NYSE transition timelines .
• Section 16(a) initial reporting lapse (subsequently remedied) warrants continued monitoring of individual compliance controls .

Mitigants: Independent Audit Committee with related-party transaction approval mandate; formal related-person transaction policy; clawback policy aligned with SEC/NYSE rules .