Price Lowenstein
About Price Lowenstein
Price Lowenstein was elected as an independent, non-employee director of Bowhead Specialty Holdings Inc. on October 2, 2025, and will stand for re-election at the 2026 annual meeting as a Class II director with a term expiring at the 2029 annual meeting. He founded Sovereign Risk Insurance Limited (SRI) in 1997, served as President & CEO through July 2022, and as Chairman from July 2022 to January 2023; he currently sits on the boards of The Green Guarantee Company and the board of managers of PEFCO Finance Servicer LLC. His education includes a B.A. in International Relations (Colorado College) and an M.A. in International Relations & Chinese Studies (Johns Hopkins SAIS) . His initial Form 3 disclosed no beneficial ownership upon joining the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sovereign Risk Insurance Limited (SRI) | Founder; President & CEO | Jul 1997–Jul 2022 | Built and led a political and sovereign credit MGA underwriting in emerging markets |
| Sovereign Risk Insurance Limited (SRI) | Chairman | Jul 2022–Jan 2023 | Oversight during leadership transition before retirement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Green Guarantee Company | Director | Current | Underwrites guarantees on climate finance projects in emerging markets |
| PEFCO Finance Servicer LLC (subsidiary of PEFCO) | Board of Managers | Current | Trade finance servicing for U.S. export sales programs |
Board Governance
- Board seat and term: Elected Oct 2, 2025; Class II; stands for election in 2026; term through 2029 if elected .
- Committee assignment: Appointed to the Compensation, Nominating and Corporate Governance Committee (CNCG) effective Oct 2, 2025; the post-change CNCG composition is Ava Schnidman, David Holman, and Price Lowenstein (chair not specified) .
- Independence and engagement: Eligible for non-employee director compensation under the company’s NED policy; the company stated there is no arrangement or understanding pursuant to which he was elected (i.e., not a nominee of AFMIC or GPC Fund) . As of 2024, the Board was transitioning to full NYSE independence after ceasing “controlled company” status on Oct 25, 2024, with phase-in allowed up to one year; current CNCG composition includes David Holman (AFMIC nominee), indicating phase-in remained in progress during 2025 .
- Attendance: The Board held two meetings in FY2024; each incumbent director at that time attended at least 75% (Lowenstein was not yet on the Board) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (option) | $80,000 | Director may elect cash + RSUs or RSUs-only |
| Annual RSU grant (option with cash) | $80,000 grant-date value | Vests on earlier of 1 year or next annual meeting; must be held during board service |
| Annual RSU grant (RSUs-only option) | $160,000 grant-date value | Same vesting/holding as above |
| Committee chair fees | Audit Chair: $50,000 cash | Only Audit Chair receives additional cash retainer; Lowenstein not Audit Chair |
As disclosed in the 8-K, Lowenstein is eligible for compensation consistent with the NED policy; his specific 2025 election between cash+RSUs vs RSUs-only was not disclosed .
Performance Compensation
| Equity Term | Detail |
|---|---|
| Director equity instruments | RSUs (no options granted at this time) |
| Vesting | Annual RSUs vest on earlier of 1-year from grant or next annual meeting |
| Holding requirement | Directors required to hold awarded interests during board service |
| Performance metrics | None disclosed for non-employee director awards; RSUs are time-based (no TSR/EBITDA conditions for directors) |
Other Directorships & Interlocks
| Organization | Type | Potential Interlock/Conflict |
|---|---|---|
| The Green Guarantee Company | Private/mission-driven guarantee underwriter | No BOW-related transactions disclosed; no election arrangement/understanding stated |
| PEFCO Finance Servicer LLC (subsidiary of PEFCO) | Private trade finance servicer | No BOW-related transactions disclosed; no election arrangement/understanding stated |
- AFMIC and GPC Fund have nomination rights under Investor Matters and Board Nominee Agreements; Lowenstein was not elected pursuant to such arrangements (reduces interlock risk) .
Expertise & Qualifications
- Global specialty insurance and political/sovereign risk underwriting expertise from founding and leading SRI .
- Finance and risk governance experience through roles at The Green Guarantee Company and PEFCO Finance Servicer LLC .
- Education: B.A. in International Relations (Colorado College); M.A. in International Relations & Chinese Studies (Johns Hopkins SAIS) .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | 0 | Initial Form 3 filed Oct 3, 2025 – “No securities are beneficially owned.” |
| Vested vs unvested | N/A | No holdings disclosed on Form 3 |
| Pledged shares | Prohibited by policy | Company prohibits pledging and hedging for directors |
| Ownership guidelines | Hold awarded interests during board service | NED RSUs must be held while serving |
Insider Filings
| Form | Filing Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 3, 2025 | No securities beneficially owned |
| Power of Attorney | Sep 23, 2025 | POA appointing H. Matthew Crusey for Section 16 filings |
Governance Assessment
- Board effectiveness: Addition of Lowenstein deepens specialty insurance and sovereign risk expertise; he joins CNCG at a time when the company is completing NYSE independence phase-in post-controlled company status. Continued monitoring is warranted to confirm CNCG becomes fully independent within required timelines .
- Alignment: Initial Form 3 shows no holdings; alignment should improve once annual RSUs under the NED policy are granted and held through service. The company’s prohibition on hedging/pledging is a positive alignment control .
- Conflicts/interlocks: 8-K explicitly states no arrangement or understanding pursuant to which he was elected; no related-party transactions involving his external roles were disclosed in the proxy’s related-party section (which emphasized AFMIC/GPC arrangements elsewhere) .
- Compensation oversight context (CNCG scope): The CNCG charter covers executive/director pay and governance; notable company practice includes a CEO change-in-control excise tax gross-up up to $3,000,000—typically viewed as shareholder-unfriendly—placing added scrutiny on CNCG’s future posture under Lowenstein’s tenure .
RED FLAGS to monitor
- CNCG independence during phase-in: Presence of an AFMIC nominee (David Holman) on CNCG suggests independence may not yet be complete; verify full compliance timing before the one-year phase-in deadline after Oct 25, 2024 .
- Pay practices: CEO CIC excise tax gross-up (up to $3M) could draw investor pushback; CNCG decisions under Lowenstein’s participation will be scrutinized for alignment with shareholder-friendly standards .