Anu (Henna) Karna
About Anu (Henna) Karna
Anu (Henna) Karna, 48, has served as an independent director of Hamilton Insurance Group, Ltd. (HG) since October 2023 and brings more than 25 years of digital/data innovation experience across insurance, risk management, high‑tech and CPG, including leadership roles at Google, AXA XL, Verisk and AIG . She holds a B.S. from Worcester Polytechnic Institute, an M.S. and Ph.D. from the University of Massachusetts Lowell, and an MBA from MIT, and has designed patent‑pending technologies in genetic algorithms, behavioral analytics, deep neural nets and digital‑data domains . She currently serves on the board of Essent Group Ltd., adding external insurance industry perspective to HG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Manager, Managing Director, Global Insurance & Risk Management Solutions | Nov 2020 – Mar 2023 | Led insurance/risk solutions within Google’s ecosystem | |
| AXA XL | EVP & Global Chief Data Officer | 2017 – 2020 | Enterprise data leadership; digital transformation |
| Verisk / Verisk Digital Services | President, Verisk Digital Services; VP, Digital Customer Strategy (Verisk Analytics) | Not disclosed | Built digital services; customer strategy leadership |
| AIG | Managing Director & Global Actuarial CIO | Not disclosed | Data/actuarial information systems leadership |
| Affinnova; John Hancock Insurance; Government | Various roles including cryptology‑related positions | Not disclosed | Technical/analytics and insurance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essent Group Ltd. | Director | Not disclosed | Board‑level oversight; committee details not disclosed |
Board Governance
- Independence: HG’s Board affirmatively determined Karna is independent under NYSE and SEC rules .
- Committees: Audit Committee member; Underwriting & Risk Committee member (no chair roles) .
- Attendance: The Board met 4 times in 2024 and each committee met 4 times; no director attended fewer than 75% of Board and applicable committee meetings; independent directors held executive sessions at each regular Board meeting .
- Tenure on HG Board: Director since October 2023; nominated again for the 2025 AGM as a Class B director .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director |
| HG Board service start | Oct 2023 |
| Current HG committees | Audit; Underwriting & Risk |
| Committee chair roles | None disclosed |
| 2024 Board meetings | 4 |
| 2024 committee meetings | Audit 4; Underwriting & Risk 4 |
| Attendance threshold | No director <75% of Board/committee meetings |
| Executive sessions | Independent directors met at each of the 4 Board meetings in 2024 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director compensation | $250,000 total: $100,000 cash (paid quarterly) + $150,000 RSUs |
| Committee membership fees | None for non‑chair roles |
| Committee chair fees | Audit Chair $50,000 cash; Compensation Chair $25,000 cash; other committee chairs $20,000 cash (not applicable to Karna) |
| Subsidiary board service fee | $20,000 (cash or shares), if applicable (not disclosed for Karna) |
| 2024 transition payment | One‑time pro‑rated cash equal to annual equity portion for service between Jan 1, 2024 and 2024 AGM date (director‑specific amounts not disclosed) |
| Expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed |
Performance Compensation
- Directors receive time‑based RSUs; no performance metrics are disclosed for director equity awards .
| Award Type | Grant Timing | Grant Value | Vesting | Deferral Option | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Date of Annual General Meeting (e.g., May 15, 2025) | $150,000 | Cliff vest on earlier of one year or next AGM | Directors may elect to defer 50% or 100% of RSUs | None disclosed for directors (time‑based vesting only) |
Other Directorships & Interlocks
| Company | Relationship Type | Overlap/Interlock Considerations |
|---|---|---|
| Essent Group Ltd. | External public company board | Mortgage insurance peer; no HG‑specific related party transactions disclosed involving Karna |
- Overboarding policy: HG prohibits service on more than four other public company boards; Karna’s disclosed external board service (Essent) is within policy .
Expertise & Qualifications
- Deep technical expertise in AI/ML, genetic algorithms, behavioral analytics, deep neural nets and digital‑data technologies; patent‑pending technology development history .
- Senior leadership across global insurance and risk management at Google, AXA XL, Verisk and AIG .
- Advanced education spanning engineering/science (WPI; UMass Lowell M.S./Ph.D.) and business (MIT MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Type | % Ownership | Notes |
|---|---|---|---|---|
| Anu (Henna) Karna | 9,896 common shares | Listed under Class B common shares in the beneficial ownership table | Not disclosed | Individual % not provided; director group holdings disclosed separately |
- Director stock ownership guideline: Within five years of appointment, non‑employee directors must hold a minimum of five times the value of their annual retainer (excluding equity portion and chair/subsidiary fees) .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company shares .
- Compliance status: Director‑specific compliance vs guideline and pledged shares status not disclosed .
Governance Assessment
-
Strengths
- Independence affirmed; serves on key oversight committees (Audit; Underwriting & Risk) aligning with her data/technology risk background .
- Attendance and engagement signals are positive: no director below 75% attendance; quarterly independent director executive sessions support robust oversight .
- Pay structure balances cash and equity ($100k cash; $150k time‑based RSUs), with ownership guidelines (5x retainer within 5 years) promoting alignment; no hedging/pledging allowed .
- Audit Committee membership and report approval date (Feb 25, 2025) reflect active participation in financial reporting oversight .
-
Considerations / Potential Risks
- External board at Essent Group Ltd. represents an industry interlock; no related‑party transactions involving Karna are disclosed, but ongoing monitoring for transactional overlaps is prudent .
- Director performance awards are time‑based RSUs; absence of performance‑conditioned equity for directors is standard market practice but offers limited pay‑for‑performance signaling at the director level .
- Committee assignments are current as of March 27, 2025; continued Board refresh and committee rotation should be tracked for oversight continuity .
-
Shareholder sentiment context
- 2024 say‑on‑pay approval was 82%, indicating constructive investor support for compensation governance; while NEO‑focused, it reflects broader governance confidence .
RED FLAGS: None disclosed specific to Karna (no related‑party transactions, hedging/pledging, or low attendance indicated) .