Zhak Cohen
About Zhak Cohen
Independent director (Class II) of Bowhead Specialty Holdings Inc. since May 2024; age 40. Background includes alternative capital and insurance investing; Managing Director and investment committee member at Gallatin Point since December 2017; prior VP on the Alternative Capital Team at XL Group (2014–2017). Education: B.A. in Philosophy (summa cum laude, Phi Beta Kappa), Brandeis University; J.D., University of Pennsylvania Law School . The board’s independence disclosure does not list Cohen among independent directors under NYSE standards (independent: Baker, Brock‑Kyle, Foy, Schnidman) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gallatin Point | Managing Director; Investment Committee member | Dec 2017–present | Investment leadership; sponsor nominee to BOW board |
| XL Group | Vice President, Alternative Capital Team | May 2014–Dec 2017 | Insurance capital markets expertise |
| Bowhead Insurance GP, LLC (BGP) | Board of Managers | Oct 2020–Dec 2024 | Pre‑IPO governance for BOW’s former parent |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Victor Insurance Exchange | Director | Jun 2023–present | Specialty insurance governance |
| Trusted Resource Underwriters (TRU) | Director | Jan 2024–present | Multiple BOW directors also serve on TRU |
| Phoenix Holdings Ltd. (TLV: PHOE) | Director | Nov 2018–Oct 2024 | Served on PHOE and The Phoenix Insurance Company Ltd. |
Board Governance
- Class II director; term expires at the 2026 annual meeting .
- Committees: Not listed as a member of the Audit Committee or the Compensation, Nominating and Corporate Governance (CNCG) Committee .
- Attendance: Board met twice in FY2024; each incumbent director attended at least 75% of board and committee meetings during their service period .
- Independence: Board’s current independence determination lists Baker, Brock‑Kyle, Foy, Schnidman as independent; Cohen is not designated independent under NYSE standards and is a GPC Fund nominee pursuant to a Board Nominee Agreement .
Fixed Compensation
- Non‑Employee Director Compensation Policy (May 22, 2024): Choice of $80,000 cash + $80,000 RSUs or $160,000 RSUs; Audit Chair +$50,000 cash; RSUs vest by next AGM or 1‑year anniversary; directors must hold RSUs while on board .
- AFMIC and GPC Fund nominees (including Cohen) are not eligible for director cash fees or other compensation for board service .
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Zhak Cohen | — | — | — |
Performance Compensation
- Director equity: Cohen received no RSU or option awards for 2024; RSUs outstanding at year‑end show none for Cohen .
- No director performance‑based equity metrics disclosed for Cohen; company does not grant stock options to directors under the policy .
| Metric | 2024 Value |
|---|---|
| RSUs granted (director) | 0 |
| RSUs outstanding at 12/31/2024 | — (none) |
| Options (grants/outstanding) | None (company not granting options to directors per policy) |
Other Directorships & Interlocks
| Company | BOW Relationship | Interlock Detail |
|---|---|---|
| TRU | Multiple BOW directors serve | Cohen (Director); Sills (Director); Botein (Director); Fondriest (Chair) |
| GPC Fund (Gallatin Point) | 33.6% beneficial owner | Cohen is Managing Director at Gallatin Point; GPC Fund nominates directors (Botein, Cohen) under Board Nominee Agreement . |
| AFMIC (American Family) | 14.4% holder; major counterparty | AFMIC nominates directors (Van Beek, Holman); extensive MGA and quota share arrangements with BOW . |
Signal: Heavy interlocks among BOW, TRU, AFMIC, and GPC Fund elevate information flow and influence risks; both AFMIC and GPC Fund maintain nomination rights, and AFMIC holds warrants and reinsurance/MGA contracts with BOW .
Expertise & Qualifications
- Investment/insurance alternative capital expertise; governance roles across insurance platforms .
- Education: Brandeis B.A. (summa cum laude, Phi Beta Kappa); University of Pennsylvania Law School J.D. .
- Board qualification noted: “extensive investment and management experience” .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Zhak Cohen | — (none disclosed) | — (less than 1%) |
| GPC Fund (Gallatin Point) | 10,968,445 | 33.6% |
- Director stock ownership guidelines: Directors must hold RSU interests while serving; Cohen has no RSUs and, as a GPC Fund nominee, is ineligible for director compensation under the policy .
- Hedging/pledging: Company prohibits hedging and pledging of company stock by directors/officers/employees .
- Section 16 compliance: Company reports general compliance; exceptions disclosed for other individuals, none cited for Cohen .
Governance Assessment
- Committee assignments and engagement: Cohen is not on Audit or CNCG committees; attendance threshold met (≥75%); limited committee exposure reduces direct oversight influence .
- Independence and alignment: Not designated independent; nominated by a 33.6% shareholder (GPC Fund); personally holds no BOW shares and received no director equity, limiting individual “skin‑in‑the‑game” but aligned via sponsor ownership influence .
- Conflicts and related‑party exposure:
- Board Nominee Agreement: GPC Fund retains nomination rights (currently two nominees: Botein, Cohen), signaling sustained sponsor influence during phase‑in to full NYSE independence .
- AFMIC Investor Matters Agreement: AFMIC retains nomination rights and minimum ownership threshold, plus material MGA/quota share agreements and vested warrant rights—counterparty concentration risk .
- Interlocks at TRU: Multiple BOW directors (including Cohen) simultaneously serve, heightening potential for information advantages and perceived conflicts in insurance ecosystem .
- RED FLAGS
- Not designated independent under NYSE standards; sponsor nominee status .
- Personal ownership/compensation alignment minimal (no shares; no RSUs; ineligible for director pay) .
- Concentrated influence via GPC Fund and AFMIC board nomination rights and strategic agreements (reinsurance/MGA; warrants; registration rights), increasing related‑party and counterparty governance complexity .
Implication for investors: Board effectiveness and perceived independence hinge on managing sponsor and strategic partner influence while completing NYSE independence phase‑in; oversight of related‑party agreements (Audit Committee approval process) and strict enforcement of insider, hedging/pledging, and clawback policies mitigate—but do not eliminate—governance risk .