Joseph Kadow
About Joseph Kadow
Independent Class III director of The Baldwin Insurance Group, Inc. (BWIN) since February 2020; age 68. Former Executive Vice President and Chief Legal Officer at Bloomin’ Brands (2005–July 2019). Education: JD, Dickinson School of Law at Pennsylvania State University; BS in Accounting, University of Scranton. Committees: Chair, Nominating & Corporate Governance; Member, Audit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bloomin’ Brands, Inc. | EVP & Chief Legal Officer | 2005 – Jul 2019 | Senior legal leadership across multi-brand restaurant portfolio |
| Habit Restaurants, Inc. | Director; Audit Committee Member; Chair of Special Committee | Sep 2015 – Mar 2020 | Special Committee chair through acquisition by Yum! Brands; audit oversight |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Restaurant Association | Past Chairman of the Board | Past | Industry advocacy and governance |
| Florida Restaurant & Lodging Association | Board Member | Current/Past | Florida industry leadership |
| Funding Florida Legal Aid (formerly Florida Bar Foundation) | Board Member | Current/Past | Legal services support governance |
| Advent Allen International, LLC | Chief Legal & Business Affairs Officer | Current/Past | Corporate legal/business role |
Board Governance
- Independence and leadership: Board determined independent (8/10 independent). Chairs Nominating & Corporate Governance; serves on Audit; Lead Independent Director is Chris Sullivan; independent director executive sessions held quarterly .
- Tenure and election: Class III; re-nominated in 2025 to serve until 2028 if elected .
- Attendance and engagement: 2024 meeting cadence—Board 13 (95% average attendance); Audit 4 (100% average attendance); Nominating & Corporate Governance 4 (100% average attendance). Directors’ average attendance across Board/Committees was 97% .
| Governance Item | Detail |
|---|---|
| Committees | Nominating & Corporate Governance (Chair); Audit (Member) |
| Independence | Independent director under Nasdaq/SEC rules |
| Executive Sessions | Independent directors meet quarterly; lead independent director presides |
| 2024 Meeting Attendance (avg) | Board 95%; Audit 100%; Nominating & Corporate Governance 100% |
| 2025 Election Result (Class III) | For: 83,484,628; Withheld: 17,114,075; Broker Non-Votes: 4,318,970 |
Fixed Compensation
| Component (2024) | Amount ($) | Structure/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 85,000 | Includes Board retainer and chair/committee fees |
| Stock Awards (Grant-Date Fair Value) | 78,474 | Issued as 2,463 fully vested Class A shares |
| All Other Compensation | — | None |
| Total | 163,474 | Cash + stock awards |
| Component (2025 structure) | Amount ($) | Structure/Notes |
|---|---|---|
| Annual Board Retainer (Cash) | 105,000 | Paid quarterly |
| Annual Board Retainer (Stock) | 105,000 | Granted quarterly; shares based on prior-quarter-end closing price, rounded up |
| Lead Independent Director Retainer | 25,000 | If serving as LID (not Kadow) |
| Audit Chair Retainer | 20,000 | Committee chair |
| Compensation Chair Retainer | 15,000 | Committee chair |
| Nominating & Corporate Governance Chair Retainer | 15,000 | Committee chair (applies to Kadow) |
| Technology & Cyber Risk Chair Retainer | 15,000 | Committee chair |
| Meeting Fees / Perquisites | None | No per-meeting fees; no director perquisites or retirement benefits |
Performance Compensation
- No director performance-based pay elements disclosed; director equity is fixed-value grants of fully vested stock; no options currently granted as part of the Company’s program .
- Hedging prohibited for directors; stock ownership guidelines in place (see Equity Ownership) .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Conflict Notes |
|---|---|---|---|
| Habit Restaurants, Inc. | Director; Audit Committee; Special Committee Chair | Sep 2015 – Mar 2020 | Past public board; no BWIN related-party link disclosed |
- Related-party transactions: Company-level related parties disclosed (e.g., The Villages, Chris Sullivan-linked entity), but none involve Kadow .
Expertise & Qualifications
- Top expertise: Integrated Reporting/ESG/Legal/Compliance; Government Relations/Public Policy; Marketing/Public Relations; Public Company Leadership and Governance .
- Industry familiarity: Insurance/risk industry knowledge indicated (experience/skill) .
- Education: JD (Penn State – Dickinson), BS Accounting (University of Scranton) .
Equity Ownership
| Holder | Class A Shares (#) | Notes |
|---|---|---|
| Joseph Kadow (direct) | 14,612 | Direct beneficial ownership |
| Joseph J. Kadow Revocable Trust of 2008 | 5,000 | Trust beneficial ownership |
| Total Beneficial Ownership | 19,612 | <1% of Class A outstanding; combined voting power <1% |
- Ownership guidelines: Non-Employee Directors expected to hold 5x annual board cash retainer within 5 years of February 24, 2022 or of first election/appointment; unvested performance awards not counted; pledged shares do not count .
- Hedging prohibition: Directors prohibited from hedging Company stock .
- Pledging: Shares subject to pledges do not count toward ownership guideline; no pledging by Kadow disclosed .
Governance Assessment
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Strengths
- Independent director with dual governance roles (Chair, Nominating & Corporate Governance; Member, Audit), reinforcing board refresh, evaluations, code oversight, and transaction review through audit processes .
- High shareholder support in 2025 election (83.5M for; 17.1M withheld), and strong say‑on‑pay support (97.6M for) indicating investor confidence in board oversight and compensation frameworks .
- Robust board processes: independent leadership via lead independent director; quarterly executive sessions; strong committee attendance averages (Audit and NCG at 100%) .
- Director pay aligned with shareholders through stock retainer; no per-meeting fees or perquisites; market-aligned 2025 director pay adjustments based on independent consultant study .
-
Watch items
- Stockholders Agreements (2019 and contingent 2024) give certain Holders broad approval rights and board nomination influence while Substantial Ownership persists; though tempered by prior Independent Committee governance, potential conflicts exist at the company level—not specific to Kadow .
- Company related-party transactions (e.g., The Villages, Chris Sullivan-affiliated entity) require continued audit oversight; none involve Kadow per disclosures .
Overall, Kadow’s legal, governance, and public policy credentials, combined with committee leadership and strong election support, are positives for board effectiveness; structural shareholder agreements and broader related-party ties elsewhere on the board warrant ongoing monitoring by investors .