Bradley Cooper

About Bradley Cooper

Bradley Cooper is a Shareholder Director appointed by Hopkins Holdings LLC; he has served on Hamilton Insurance Group’s Board since 2024. He is Managing Partner of Capital Z Partners, a private equity fund focused on financial services, and previously worked in the Financial Institutions Group at Salomon Brothers; the proxy does not disclose his age or formal education. The Board determined he is not independent due to his relationship with Hopkins Holdings; he serves on the Underwriting & Risk and Investment Committees and is not a committee chair .

Past Roles

External Roles

Board Governance

• Independence status: Not independent (Hopkins Holdings appointee) .
• Committee assignments: Underwriting & Risk; Investment; no chair roles .
• Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board/committee meetings; independent directors held executive sessions at each regular Board meeting .
• Board structure: Independent Chair (David A. Brown); majority of directors are independent; all key committees (Audit, Compensation & Personnel, Nominating & Governance) are fully independent .
• Shareholder directors: Hopkins Holdings and Magnitude Capital each have the right to appoint a director under a 2023 Shareholders Agreement (Cooper is the Hopkins appointee) .

Fixed Compensation

Hamilton’s standard non‑employee director program provides a $250,000 annual package ($100,000 cash; $150,000 RSUs) plus incremental chair fees; however, Shareholder Directors (Cooper and Bostic) serve without compensation.

Program details for non‑employee directors (general): $250,000 total ($100,000 cash; $150,000 RSUs vesting at next AGM), plus chair fees ($50k Audit; $25k Compensation; $20k other committees); equity grants may be deferred; out‑of‑pocket expenses reimbursed; stock ownership guideline of 5x annual retainer within five years .

Performance Compensation

• None. Cooper received no director equity awards (no RSUs/PSUs) in 2024 as a Shareholder Director .

Other Directorships & Interlocks

• Public company boards: Not specifically disclosed (proxy states “extensive Board experience,” without naming public boards) .
• Interlocks/overboarding: Company policy prohibits serving on more than four other publicly held company boards; no exceptions disclosed for Cooper .
• Committee interlocks: Compensation & Personnel Committee interlocks section does not list Cooper .

Expertise & Qualifications

• Financial services and private equity leadership; extensive board and committee experience across public and private companies .
• Insurance governance exposure through service on Hamilton’s Underwriting & Risk and Investment Committees .

Equity Ownership

Hamilton discloses beneficial ownership for directors and major holders; Cooper is not listed with personal share ownership in the table. Hopkins Holdings, which appointed Cooper, is a major shareholder.

Additional ownership mechanics and transactions:

• Class conversions: On Sept. 13, 2024, Hopkins converted 900,000 Class A to Class C shares; Class C has no voting rights (except as required by law) .
• Voting cutbacks: Bye‑laws cap voting percentage for certain shareholders and reallocate excess voting power; Class C is non‑voting .
• Stock ownership guidelines: Non‑employee directors required to hold 5x annual retainer within five years; applicability to Shareholder Directors is not separately specified, and Cooper receives no retainer .
• Hedging/pledging: Company policy prohibits directors from hedging or pledging company stock .

Governance Assessment

• Independence and potential conflicts: Cooper is explicitly not independent as a Hopkins Holdings appointee. His presence ensures board representation for a significant shareholder (Hopkins 10.97% total voting power; 8.99% of total shares), which can be positive for owner alignment but creates potential conflict in decisions involving Hopkins’ interests or related-party matters. The Audit Committee oversees related-party transactions under a formal policy; the proxy references “Certain Relationships and Related Party Transactions—IAP Engagement Letter” in Cooper’s bio, indicating an engagement requiring scrutiny, though details are not provided in the accessible sections and would be reviewed under the related‑party framework .
• Committee effectiveness: Cooper sits on Underwriting & Risk and Investment—two areas central to Hamilton’s risk appetite, underwriting discipline, and asset allocation. He is not a chair; chairs of these committees are Marvin Pestcoe (Underwriting & Risk) and Hawes Bostic (Investment) .
• Attendance and engagement: Board met four times in 2024; committees met quarterly; no director fell below the 75% attendance threshold; independent directors met in executive session each regular Board meeting—indicates baseline engagement and independent oversight .
• Director compensation alignment: Cooper and the Magnitude appointee serve without compensation, reducing cash/equity incentives and aligning interests primarily through their sponsor’s shareholdings; general director program includes RSUs and ownership guidelines but is not applicable to Cooper in 2024 .
• Risk indicators and disclosures: Section 16(a) reporting notes Cooper’s Form 3 was inadvertently filed late (Feb. 4, 2025)—administrative red flag but minor if infrequent. Company prohibits hedging/pledging and maintains a clawback policy for executives; the governance framework and committee charters are robust .

RED FLAGS

• Not independent; appointed by a major shareholder (Hopkins), creating potential conflicts on matters impacting Hopkins and any related agreements (“IAP Engagement Letter” referenced) .
• Late Section 16 Form 3 filing (administrative compliance lapse) .

Board Governance

Fixed Compensation (Director)

Program reference (for non‑employee directors generally): $100,000 cash; $150,000 RSUs; chair fees (Audit $50k; Compensation $25k; others $20k); stock ownership guideline 5x retainer .

Performance Compensation (Director)

• None for Cooper; no RSUs/PSUs granted to Shareholder Directors in 2024 .

Other Directorships & Interlocks

Equity Ownership

Governance Assessment

• Investor confidence considerations: Cooper’s shareholder‑aligned oversight on Investment and Underwriting & Risk can support disciplined capital allocation and underwriting, but his non‑independent status and sponsor ties require vigilant conflict management via the Audit Committee’s related‑party review process. The Board’s majority independence, independent chair, committee composition, and regular executive sessions mitigate governance risks; continued transparency on any Hopkins‑related engagements (e.g., the referenced IAP Engagement Letter) is essential .
• Shareholder sentiment: 2024 say‑on‑pay received 82% support, indicating general investor approval of compensation practices; while not director‑specific, it reflects governance credibility as a newly public company .
• Compliance and policy strength: Prohibitions on hedging/pledging by directors, robust clawback policy for executives, and explicit ownership guidelines strengthen alignment, though application of director ownership guidelines to uncompensated Shareholder Directors is not specified .