Isolde O'Hanlon
About Isolde G. O’Hanlon
Independent director of Conifer Holdings, Inc. (to be renamed Presurance Holdings, Inc.), age 66, serving since 2017 (Class II, term expires at the 2026 annual meeting). She has 35+ years in financial institutions with 25 years focused on insurance, reinsurance and brokerage, founded Insurance Consulting Associates (M&A and capital advisory), previously Managing Director in Insurance Investment Banking at BMO Capital Markets, Fox-Pitt Kelton, Macquarie, and 23 years with J.P. Morgan. She served as Acting Chair of the Board from January 2024 to October 2024 before J. Grant Smith became Chair in October 2024 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Various roles in financial institutions banking | 23 years (prior to later roles) | Built expertise in insurance sector coverage |
| Macquarie Group | Investment banking (insurance) | Prior to BMO | Insurance sector advisory |
| Fox-Pitt Kelton | Investment banking (insurance) | Prior to BMO | Insurance sector advisory |
| BMO Capital Markets | Managing Director, Insurance Investment Banking | Prior to founding ICA | Strategic advisory and capital-raising for small/mid-cap insurance clients |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Insurance Consulting Associates | Founder and Principal | Private | Provides M&A and capital advisory to carriers, brokers, service providers; advises PE/pension investors in insurance sector |
No other public company directorships are disclosed for Ms. O’Hanlon .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all current directors are independent under Nasdaq and SEC rules . |
| Board leadership | Acting Chair (Jan 2024–Oct 2024); current Chair is independent director J. Grant Smith . |
| Committee memberships | Audit Committee Chair; Compensation Committee member; Finance & Investment Committee member . |
| Financial expert | Designated as having the requisite attributes of a financial expert for Audit Committee purposes . |
| Attendance | In 2024, the Board held 11 meetings; each director attended at least 75% of Board and assigned committee meetings; eight directors attended the 2024 AGM . |
| Committee activity (2024) | Audit Committee met 7x; Compensation Committee met 4x; Nominating & Corporate Governance Committee met 4x . |
| Board structure | Classified board (three classes); Ms. O’Hanlon is Class II, term ends at 2026 meeting . |
| Size transition | Board to decrease from 8 to 5 members after 2025 Annual Meeting, citing focus and efficiency post strategic shift . |
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer (policy baseline) | $20,000 | Paid quarterly in arrears to non-employee directors . |
| 2024 | Fees earned (Isolde G. O’Hanlon) | $45,000 | Higher vs baseline reflecting service as Acting Chair (Jan–Oct 2024) . |
No equity compensation for directors is disclosed for 2024; company stated no stock option grants in 2024 .
Performance Compensation (Director)
| Performance Metric | Target/Weight | Outcome/Payout | Notes |
|---|---|---|---|
| Not disclosed for directors | — | — | The proxy does not present performance-based metrics or at-risk equity for director pay in 2024 . |
Other Directorships & Interlocks
| Person/Entity | Nature | Detail |
|---|---|---|
| Clarkston affiliates (Gerald/Jeffrey Hakala) | Related-party holders | Clarkston Ventures/Clarkston 91 West beneficially control 42.1% of total votes via common and 1,500 Series B Preferred (aggregate 2,443,353 votes); Hakalas are directors. This concentrates control among insiders (not Ms. O’Hanlon) . |
| Related-party transactions oversight | Audit Committee role | Audit Committee (chaired by Ms. O’Hanlon) approves related-person transactions. 2024–2025 RPTs include Series A/B preferred and warrants to Clarkston affiliates, securities sale to Clarkston Companies, and transactions with other directors/affiliates; Audit Committee is responsible for approval/ratification per policy . |
No other public company board interlocks are disclosed for Ms. O’Hanlon .
Expertise & Qualifications
- Insurance sector M&A and capital markets expert; 25 years focused on insurance ecosystem across carriers, reinsurers, brokers/distributors .
- Audit Committee financial expert designation; breadth across governance, risk oversight, financial reporting .
- Leadership experience as Acting Chair during strategic transition (sale of MGA, corporate name change, reverse-split and financing proposals) .
Equity Ownership
| Holder | Shares Common | Series B Pref (votes) | Ownership % of total votes | Notes |
|---|---|---|---|---|
| Isolde G. O’Hanlon | 5,000 | — | <1% | Owns 5,000 common shares; marked “*” less than 1% . |
Additional alignment/controls:
- Company prohibits hedging/monetization (e.g., zero-cost collars, forwards) by directors under Insider Trading Policy .
- No pledging or director ownership guidelines are disclosed in the proxy; not stated for 2024 .
Governance Assessment
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Strengths
- Independent director, designated audit financial expert and long-standing Audit Chair since March 2019, aligning with best practices for financial oversight .
- Demonstrated engagement: served as Acting Board Chair through 2024 strategic shifts; committees active with 7 Audit and 4 Compensation meetings; Board-wide attendance ≥75% .
- Oversight of related-party transactions resides with Audit Committee, adding independent scrutiny to substantial insider financings (Clarkston affiliates) .
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Watch items / potential red flags
- Concentrated voting power: Clarkston affiliates hold 42.1% of total votes and received preferred/warrants and other transactions. While Ms. O’Hanlon is not affiliated, this concentration increases governance risk for minorities; continued rigorous Audit/Comp Committee oversight is essential .
- Capital structure actions (planned reverse split to maintain Nasdaq listing; large warrant issuance to insider-affiliated entity) elevate governance and dilution risk; independent committee leadership and transparent process mitigate but do not eliminate risk .
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Attendance/engagement signals
- Board and committee activity robust in 2024; no late Section 16 filings identified for Ms. O’Hanlon (only late report noted was a Form 3 by the Chair in Jan 2024) .
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Compensation alignment
- Director pay is modest and cash-based ($45,000 for 2024 for Ms. O’Hanlon; baseline policy $20,000) with no performance equity disclosed, limiting pay-for-performance signaling but also reducing dilution/alignment concerns for directors .
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Overall view
- Ms. O’Hanlon brings sector-specific capital markets expertise and strong audit leadership at a time of significant restructuring. The main governance risk for investors stems from insider control and related-party financings; her role as independent Audit Chair is a positive counterbalance, but investors should monitor ongoing RPT approvals, dilution from warrants, and execution under a smaller, more concentrated board .
Note: Items such as director-specific performance metrics, equity vesting schedules, ownership guidelines, and other public board seats were not disclosed in the latest proxy.