Tom Baker
About Tom Baker
Tom Baker, 66, is an independent Class I director of Bowhead Specialty Holdings Inc. since May 2024; he is the William Maul Measey Professor at the University of Pennsylvania (Carey Law School and Wharton) since July 2008, with a background in insurance law, regulation, and business; he holds a B.A. in Sociology and a J.D. from Harvard (Harvard College and Harvard Law School) . He co-founded Picwell, Inc., served as CEO (Jan 2013–Jan 2014) and as a director (Jun 2014–Jun 2018), operates Tom Baker Consulting since 1994, and is the Reporter for the American Law Institute’s Restatement of the Law Liability Insurance since 2000, forming deep expertise in insurance industry governance and risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Picwell, Inc. | Co-founder & Chief Executive Officer | Jan 2013–Jan 2014 | Led health data analytics company |
| Picwell, Inc. | Director | Jun 2014–Jun 2018 | Board oversight of analytics growth |
| Tom Baker Consulting | Principal | 1994–present | Insurance consulting; regulatory insights |
| American Law Institute | Reporter, Restatement of the Law Liability Insurance | 2000–present | Authoritative standards for liability insurance |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| University of Pennsylvania (Carey Law; Wharton) | William Maul Measey Professor | Jul 2008–present | Insurance business, law, regulation teaching and research |
Board Governance
- Classification and term: Class I director (with Sills, Botein, Van Beek); nominated for term expiring at the 2028 annual meeting .
- Independence: Board determined Tom Baker is “independent” under NYSE standards; Bowhead ceased being a “controlled company” as of Oct 25, 2024 and is phasing-in heightened independence requirements .
- Committee assignments: Member, Audit Committee; Member, Compensation, Nominating and Corporate Governance (CNCG) Committee. Audit Chair: David Foy; CNCG Chair: Matthew Botein .
- Attendance: Board held 2 meetings in FY 2024; all incumbent directors attended at least 75% of Board and committee meetings for which they served; Audit Committee held 2 meetings; CNCG held 1 meeting .
- Risk oversight role: Audit Committee oversees financial reporting integrity, internal control, audit firm independence, compliance with Code of Conduct, overall risk profile, and approves related-party transactions .
| Committee | Member | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Tom Baker | David Foy | 2 |
| CNCG | Tom Baker | Matthew Botein | 1 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (election) | $80,000 | Baker elected mixed package (cash + RSUs) under NED policy |
| RSU grant (grant date fair value recognized) | $79,985 | Annual director equity; vest on earlier of 1-year or next annual meeting; holding required during service |
| Total 2024 director comp | $159,985 | As reported for 2024 |
| Committee chair fee (Audit) | N/A for Baker | Audit Chair receives $50,000 (applies to Foy) |
Policy design: Non-employee directors may elect (i) $80,000 cash + $80,000 RSUs, or (ii) $160,000 RSUs; annual RSUs vest by 1-year or next annual meeting; directors must hold interests during service .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based awards (director) | None disclosed; non-employee director awards are time-based RSUs; company does not grant stock options at this time |
| Vesting schedule | Annual director RSUs vest on earlier of one-year from grant or next annual meeting; required hold during service |
Note: Executive PSUs at Bowhead are tied to stock-price CAGR thresholds (15%/20%/25% → 75%/100%/125% earned), but these do not apply to non-employee directors like Baker .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| None disclosed (public companies) | — | — | — | No current public company directorships disclosed for Baker in the proxy |
| Picwell, Inc. | Private | Director | Jun 2014–Jun 2018 | Health analytics; former role |
Board interlocks context: AFMIC and GPC Fund hold nomination rights; their nominees (Van Beek, Holman; Botein, Cohen) serve on the Board, and CNCG includes investor nominees alongside independents; Baker is independent and sits on CNCG during the NYSE phase-in compliance period .
Expertise & Qualifications
- Insurance law and regulation scholar; extensive research and teaching at Penn Carey Law and Wharton since 2008 .
- Practitioner experience via Tom Baker Consulting (since 1994), ALI Reporter for Liability Insurance (since 2000) .
- Health data analytics operating experience (Picwell co-founder, CEO/director) .
- Harvard-trained (BA Sociology; JD), contributing legal rigor to audit and compensation governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | — | Listed as “—”; less than 1% of shares outstanding |
| Ownership % of shares outstanding | <1% | As indicated by “*” less than one percent |
| RSUs outstanding at 12/31/2024 | 4,705 | Director equity balance |
| Options (exercisable/unexercisable) | None | Company does not grant stock options at this time |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging and pledging by directors |
| Ownership guidelines | Hold RSUs during service | Formal multiple-of-retainer guideline not disclosed; hold requirement in NED policy |
Insider Trades
| Period | Reported Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed | Section 16(a) compliance indicates no delinquent filings for Baker; only Sills and Fondriest had Form 3 amendments noted |
Governance Assessment
- Independence and committee roles: Baker strengthens independent oversight on Audit and CNCG; Audit oversees related-party approvals and risk, while CNCG sets director/executive pay and governance policies .
- Attendance: Minimum disclosed threshold (≥75%) is acceptable but not best-in-class; limited number of meetings (2 Board; 2 Audit; 1 CNCG) in 2024 reflects early post-IPO cadence—monitor for increased engagement as operations scale .
- Ownership alignment: Baker elected a 50/50 cash-equity mix; RSUs outstanding (4,705) with required holding enhances alignment; absence of stock options and prohibition on hedging/pledging reduce misalignment risk .
- Interlocks/conflicts: Board includes investor nominees under AFMIC and GPC agreements—potential influence risk while independence is phased in; Baker’s presence on CNCG and Audit provides counterbalance; no related-party transactions involving Baker are disclosed (RED FLAG not observed) .
- Compensation structure: Director pay is simple and time-based, avoiding performance gaming; no committee chair fees for Baker; total 2024 comp $159,985 is consistent with policy elections .
RED FLAGS to monitor
- Phase-in to full NYSE independence on committees; ensure CNCG composition transitions to all-independent members within required timelines .
- Investor nominee influence (AFMIC, GPC Fund) on board dynamics and compensation/governance decisions; track related-party approvals via Audit Committee .
- Attendance quality: disclosure only confirms ≥75%; seek future proxies for detailed individual attendance and annual meeting presence .