Jay Cohen
About Jay Cohen
Independent director at The Baldwin Group (BWIN) since June 2021; age 59. Former Managing Director of Equity Research at BofA Securities covering P&C insurers and brokers; earlier roles at Salomon Brothers and Aetna Casualty & Surety. Education: MBA in Finance (Columbia University); BA in Managerial Economics (Union College). Current board roles at BWIN: Audit Committee and Compensation Committee member; designated independent under Nasdaq/SEC rules and identified by the Board as having accounting/financial expertise suitable for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BofA Securities Inc. | Managing Director, Equity Research (covered P&C insurers/brokers) | 1995–2020 | Deep sector expertise; informs audit/comp oversight |
| Salomon Brothers | Analyst, Equity Research | 1990–1995 | Capital markets and valuation grounding |
| Aetna Casualty & Surety | Senior Representative, Bond Department | 1987–1989 | Insurance product/underwriting exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stamford Museum & Nature Center | Board Member | Not disclosed | Community/NGO governance exposure |
| Association of Insurance and Financial Analysts | Prior Board Member | Not disclosed | Industry standards/analyst engagement |
Board Governance
- Independence: The Board determined Cohen is independent; 8/10 directors are independent .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee is fully independent; each member (incl. Cohen) is deemed an “audit committee financial expert” under SEC rules .
- Chair roles: None; Audit Committee chaired by Barbara Matas; Compensation Committee chaired by Ellyn Shook .
- Attendance and engagement: In 2024 the Board met 13 times (95% average attendance). Audit (4 meetings) and Compensation (5 meetings) both had 100% average attendance. Independent directors meet in executive session quarterly .
- Board structure: Non-independent Board Chair (Lowry Baldwin) with a Lead Independent Director (Chris Sullivan) overseeing executive sessions and agenda input .
- Governance protections: Independent Audit, Compensation, Nominating/Gov, and Technology & Cyber Risk Committees; Clawback policy compliant with Nasdaq 5608; hedging prohibited; stock ownership guidelines in place .
- Committee responsibilities relevant to Cohen:
- Audit: ERM oversight, financial reporting, related-party review .
- Compensation: Exec/director pay, equity plan administration, HCM oversight; independent advisor (FW Cook) engaged .
- Say-on-Pay: 2024 say‑on‑pay received ~91% approval, indicating shareholder support for comp framework .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $75,000 | Standard non-employee director retainer |
| Committee Chair Fees (if applicable) | $0 | Cohen is not a chair |
| Total Fees Earned (Cash) – Cohen | $75,000 | Individual line item |
Director compensation structure was increased for 2025 to align with peer median: cash retainer $105,000; equity $105,000; Lead Independent Director retainer $25,000; committee chair retainers unchanged at $20,000 (Audit), $15,000 (Comp), $15,000 (Nominating/Gov), $15,000 (Tech & Cyber) .
Performance Compensation (Director equity)
| Component | 2024 Detail | Valuation |
|---|---|---|
| Annual equity (fully vested shares) | 2,463 Class A shares issued in quarterly installments | $78,474 grant-date fair value |
| Performance metrics | None for directors (equity is not performance-conditioned) | Structure described in Director Compensation section |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Cohen .
- Committee roles at other public companies: None disclosed .
- Interlocks/related party exposure: None disclosed for Cohen; Compensation Committee disclosed no interlocks (aside from a separate related-party revenue with an entity partly owned by director Chris Sullivan, ~$0.2m commissions) .
Expertise & Qualifications
- Designated strengths per Board Skills Matrix:
- Accounting/Financial/Auditing Expert (top expertise) .
- Insurance/Risk industry knowledge (top expertise) .
- Capital allocation & investment (top/primary expertise) .
- Experience in Sales/Consumer Marketing; M&A (additional experience) .
- Education: MBA (Columbia); BA (Union College) .
- Sector background: 25+ years covering P&C insurers/brokers; enhances risk, disclosure, and compensation performance metric scrutiny .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Jay Cohen | 13,635 | 0 | Beneficial ownership; each amount <1% outstanding |
Stock ownership guidelines for non-employee directors: 5x annual board cash retainer within five years of later of Feb 24, 2022 or first election; shares pledged do not count. Given Cohen’s first election in June 2021, the five‑year window applies from Feb 24, 2022 (deadline Feb 24, 2027). Compliance status not disclosed in the proxy .
Governance Assessment
-
Positives for investor confidence:
- Independent director with deep insurance and capital markets expertise; Audit Committee financial expert designation supports high-quality financial oversight .
- Strong committee coverage (Audit and Compensation), with committees fully independent and 100% average attendance in 2024 .
- Modest, balanced director pay mix (cash + fully vested equity) and enhanced 2025 retainers aligned to peer median; equity promotes alignment without encouraging excessive risk .
- Robust guardrails: clawback policy, hedging ban, stock ownership guidelines, executive sessions, independent compensation consultant (FW Cook), and high say‑on‑pay support (~91%) .
-
Watch items / potential red flags (board-level context):
- Concentrated governance rights under Stockholders Agreements (2019/2024) allowing certain holders to designate a majority of nominees and approve specified corporate actions while substantial ownership thresholds are met; mitigated in part by an Independent Committee framework and subsequent by-law amendments, but still a structural consideration for minority holders .
- Related-party dealings at the company level (e.g., recurring commissions with The Villages affiliates; small commissions from an entity partially owned by director Chris Sullivan; family relationships involving the Board Chair) require vigilant Audit Committee oversight; no Cohen-specific related-party exposure disclosed .
Overall: Jay Cohen’s profile—as an independent, audit-credentialed former senior sell-side analyst in BWIN’s sector—supports board effectiveness in financial reporting, risk oversight, and compensation rigor. His assignments (Audit and Compensation) align with his expertise; 2024/2025 director pay framework and ownership policies further align interests. Main governance risks relate to legacy control provisions and select related-party transactions at the board/company level, not to Cohen personally .