Matthew Botein
About Matthew Botein
Matthew B. Botein, 51, is Chairperson of Bowhead Specialty Holdings Inc.’s board since May 2024. He is co‑founder and Managing Partner of Gallatin Point (since 2017), and previously served as co‑head and CIO of BlackRock Alternative Investors (2009–2017; advisor 2017–2020). He holds a B.A. magna cum laude from Harvard College and an MBA with high distinction from Harvard Business School (Baker and Loeb scholarships). He is a GPC Fund nominee to the BOW board; the proxy does not list him among directors affirmatively determined as “independent” under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gallatin Point | Co‑Founder; Managing Partner | 2017–present | Private investing leadership |
| BlackRock Alternative Investors | Co‑Head; CIO; Advisor | 2009–2017; advisor 2017–2020 | Led alternatives investing |
| Highfields Capital Management | Managing Director; Management Committee member | Not disclosed | Investment leadership |
| The Blackstone Group | Private equity department | Not disclosed | PE investing |
| Lazard Frères & Co. LLC | Private equity department | Not disclosed | PE investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James River Group Holdings, Ltd. (Nasdaq: JRVR) | Director | Current | Not disclosed |
| IDB Bank New York | Director | Current | Not disclosed |
| Tower Hill Risk Management, LLC | Director | Current | Not disclosed |
| Trusted Resource Underwriters (TRU) | Director | Current | Interlocks with BOW insiders: Sills (director) and Fondriest (chair) |
| Insurance Supermarket, Inc. | Director | Current | Not disclosed |
| Fortuna Holdings Ltd. | Director | Current | Not disclosed |
| Northeast Bancorp (Nasdaq: NBN) | Director | Current | Not disclosed |
| PennyMac Financial Services (NYSE: PFSI) | Director | Prior | Not disclosed |
| Aspen Insurance Holdings (NYSE: AHL) | Director | Prior | Not disclosed |
| CoreLogic Inc. (NYSE: CLGX) | Director | Prior | Not disclosed |
| First American Corporation (NYSE: FAF) | Director | Prior | Not disclosed |
| PennyMac Mortgage Investment Trust (NYSE: PMT) | Director | Prior | Not disclosed |
| Beth Israel Lahey (formerly CareGroup/CJP) | Board of Managers | Current | Not disclosed |
Board Governance
- Board leadership: roles of Chair and CEO are separated; Botein serves as Chair, CEO is Stephen Sills .
- Independence: the board ceased “controlled company” status on Oct 25, 2024 and is phasing in heightened NYSE independence requirements; directors affirmatively deemed independent are Tom Baker, Angela Brock‑Kyle, David Foy, and Ava Schnidman (Botein not among them) .
- Attendance: board held two meetings in FY2024; each incumbent director attended at least 75% of meetings of the board and committees on which they served .
- Committees (FY2024 activity: Audit 2 meetings; CNCG 1 meeting) .
| Committee | Membership | Role |
|---|---|---|
| Compensation, Nominating & Corporate Governance (CNCG) | Matthew Botein; David Foy; Tom Baker; Troy Van Beek; Dr. Ava Schnidman | Botein – Chair |
| Audit Committee | David Foy (Chair); Tom Baker; Angela Brock‑Kyle | Not a member |
Governance signal: A sponsor‑nominated Chair (GPC Fund) leading the CNCG Committee while independence is being phased in elevates perceived conflict risk around compensation and nominations until full NYSE compliance is achieved .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $0 | NED policy allows $80k cash + $80k RSUs or $160k RSUs; nominees of AFMIC and GPC Fund are not eligible |
| RSU Grant (director equity) | $0 | Not eligible as GPC Fund nominee; must hold if granted |
| Committee Chair Fee | $0 | Only Audit Chair receives $50k retainer; Botein chairs CNCG (no disclosed fee) |
| Meeting Fees | $0 | Not disclosed under policy; none shown for Botein |
| Total 2024 Director Comp | $0 | As reported |
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Performance‑based equity (PSUs) | No | NED policy provides RSUs only; Botein not eligible as GPC Fund nominee |
| Stock options | No | Company does not grant stock options at this time (policy applies to employees; no director options disclosed) |
Executive PSU program exists (CEO PSUs with stock price CAGR hurdles: 15% threshold, 20% target, 25% max), but no performance metrics are tied to director compensation; Botein receives no director equity .
Other Directorships & Interlocks
| Entity | Relationship to BOW | Interlock/Conflict Considerations |
|---|---|---|
| Trusted Resource Underwriters (TRU) | External board for Botein | Interlocks: Sills sits on TRU board; Fondriest chairs TRU board |
| GPC Fund (Gallatin Point) | 33.6% holder in BOW; nominee rights; nominated Botein and Cohen | Board Nominee Agreement gives seat rights; Chair is GPC nominee |
| AFMIC (American Family Mutual Insurance Company, S.I.) | 14.4% holder; two BOW board nominees; extensive MGA/quota‑share agreements | Related‑party exposure via reinsurance/MGA; AFMIC holds warrant; board nomination rights |
Expertise & Qualifications
- Deep alternatives and private equity investing experience (BlackRock Alternative Investors, Highfields, Blackstone, Lazard), and current managing partner of Gallatin Point .
- Multiple current public company boards (JRVR, NBN), plus financial services and insurance boards (IDB Bank, Tower Hill, TRU), reinforcing sector knowledge relevant to BOW’s specialty P&C business .
- Harvard College (BA magna cum laude) and Harvard Business School (MBA with high distinction; Baker and Loeb scholarships) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Matthew Botein (individual) | 0 | <1% (asterisk) |
| GPC Partners Investments (SPV III) LP (“GPC Fund”) | 10,968,445 | 33.6% |
Alignment signal: Botein has no disclosed personal BOW share ownership or director equity; alignment is via sponsor GPC Fund’s 33.6% stake and board rights rather than direct individual holdings .
Governance Assessment
- Board leadership and independence: Separation of Chair/CEO is positive; however Botein (GPC nominee) is not among directors affirmatively determined as “independent,” and he chairs the CNCG Committee while the Company phases in NYSE independence—potential conflict until full compliance is completed. RED FLAG: Sponsor‑nominated chair leading compensation and nominations during phase‑in .
- Compensation alignment: Botein receives no director cash or equity due to nominee status; this avoids pay conflicts but limits direct “skin‑in‑the‑game” alignment at the individual level. Neutral/Negative signal: no personal ownership; alignment rests at sponsor level .
- Attendance/engagement: All incumbents met at least 75% attendance; board met twice; CNCG met once; Audit met twice—adequate but limited frequency given transformation and related‑party exposures .
- Policies: Strong prohibitions on hedging/pledging and presence of an SEC/NYSE‑compliant clawback policy support investor protection .
- Related‑party exposure: Significant ongoing arrangements with AFMIC (quota‑share, MGA, warrant; nomination rights) and sponsor governance agreements (GPC Board Nominee Agreement). RED FLAG: Concentrated shareholder influence and contractual rights increasing risk of conflicts; mitigated by Audit Committee oversight of related‑party transactions .
- Section 16 compliance: No delinquency noted for Botein; Company disclosed minor filing corrections for other insiders in 2024–2025 .
Overall: Governance quality exhibits standard structures (separate Chair/CEO, formal policies) but investor confidence may be tempered by sponsor and strategic partner control dynamics—especially the CNCG chair role held by a non‑independent, sponsor‑nominated director during the independence phase‑in and material related‑party arrangements requiring strong, ongoing oversight .