David A. Brown
About David A. Brown
David A. Brown (age 67) is the independent Chair of the Board at Hamilton Insurance Group, Ltd. (HG), serving as a director since 2013 and as non‑executive Chair since May 2023; he also serves as non‑executive Chair of Hamilton Re, Ltd. since 2015 . He is a veteran reinsurance executive and chartered accountant, previously CEO of Flagstone Reinsurance Holdings (2005–2012) and Centre Solutions (1994–1997), and a former partner at Ernst & Young Bermuda; he is a member of the Institute of Chartered Accountants of Bermuda and a fellow of the Institute of Chartered Accountants in England and Wales .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Insurance Group, Ltd. | Director; Chair of Board (independent) | Director since 2013; Chair since May 2023 | Board leadership, oversight across committees |
| Hamilton Re, Ltd. | Non‑Executive Chair | Since 2015 | Subsidiary board leadership |
| Flagstone Reinsurance Holdings Ltd. | Chief Executive Officer | Sep 2005 – Nov 2012 | Led operations until sale in 2012 |
| Centre Solutions | Chief Executive Officer | 1994 – 1997 | Executive leadership |
| Ernst & Young, Bermuda | Partner | Until 1993 | Audit/accounting leadership |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Bermuda Stock Exchange | Deputy Chair (previously Chair) | Deputy Chair since 2020; Chair 2000–2020 | Market governance leadership |
| Argus Insurance Group | Chair of the Board | Feb 2020 – Dec 2024 | Ended service Dec 2024 |
| MIAX Pearl Exchange | Director | Since Apr 2021 | Exchange governance |
| Bermuda Commercial Bank | Chairman | Since Jul 2021 | Financial services oversight |
Board Governance
- Independence: The Board affirmatively determined David A. Brown is independent under NYSE and SEC rules .
- Leadership: Independent Chair; Board deemed a separate Lead Independent Director unnecessary given Brown’s role .
- Committee memberships: Compensation & Personnel; Underwriting & Risk (not chair of either) .
- Board/committee activity: Board met 4 times in 2024; each standing committee met quarterly; no director attended fewer than 75% of meetings; independent directors held executive sessions at each regular Board meeting .
- Governance practices: Majority‑independent Board; independent Audit/Compensation/Nominating committees; no “poison pill”; directors restricted from serving on >4 other publicly held boards; quarterly executive sessions and annual self‑evaluations; robust clawback and ownership guidelines .
- Related‑party oversight: Formal policy requiring Audit Committee review/approval of related‑party transactions >$120,000, including ongoing oversight and ratification/amendment as needed .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash director retainer | $100,000 | Paid quarterly, pro‑rata |
| Additional cash fee – Chair of Board | $175,000 | Total chair package $425,000 incl. base |
| Committee chair fees (if applicable) | $50,000 Audit; $25,000 Compensation; $20,000 other committees | Paid in cash |
| Subsidiary board service fee | $20,000 per subsidiary (cash or shares at director’s election) | Applies when serving on operating subsidiary board |
| One‑time cash for RSU timing transition | Pro‑rated on equity value from Jan 1, 2024 to AGM | Transition to AGM grant timing |
| David A. Brown – cash fees (actual) | $357,500 | Reflects chair role and other eligible fees |
| David A. Brown – stock awards (actual) | $150,000 | Annual director RSU grant |
| David A. Brown – total director comp | $507,500 | FY 2024 total |
Performance Compensation
| Equity Element | FY 2024 | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Director RSUs | $150,000 grant value | Granted at AGM; cliff‑vest on earlier of one year or next AGM; directors may elect to defer 50% or 100% | None; time‑based vesting only |
| Options | None | Company did not grant options to directors in FY 2024 | N/A |
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Argus Insurance Group | Insurance | Chair (ended Dec 2024) | Sector overlap with HG; tenure ended, mitigating conflict risk |
| MIAX Pearl Exchange | Market infrastructure | Director | Not a customer/supplier disclosed; governance role |
| Bermuda Commercial Bank | Financial services | Chairman | No HG transactions disclosed; oversight role |
| Bermuda Stock Exchange | Market infrastructure | Deputy Chair | Broad industry oversight; no HG transactions disclosed |
No Compensation & Personnel Committee interlocks under SEC rules; while Brown previously served as interim CEO (2017–2018; and interim CEO of Hamilton Re in 2020), the committee remained comprised of independent directors and disclosed no insider participation conflicts .
Expertise & Qualifications
- Reinsurance and specialty insurance CEO experience (Flagstone, Centre Solutions) .
- Accounting credentials: Chartered accountant; fellow of ICAEW; prior Big Four partner experience .
- Market infrastructure and financial services governance (Bermuda Stock Exchange, MIAX, Bermuda Commercial Bank) .
- HG committee service aligned to compensation and underwriting/risk oversight .
Equity Ownership
| Holder | Class B Shares | Notes |
|---|---|---|
| David A. Brown (direct) | 89,237 | Personal holdings |
| Leyton Ltd. (family trust beneficiary) | 500,000 | Investment holding co. for Thelwall Trust (family trust) |
| Total beneficial ownership | 598,192 | “Less than 1%” of Class B (per proxy) |
| Outstanding shares (reference) | 65,706,669 Class B | As of Mar 21, 2025 |
| Director ownership guidelines | 5× annual retainer (excluding chair/committee fees) within 5 years | Compliance status not disclosed |
| Hedging/pledging policy | Prohibited for directors (hedging and pledging banned) | Alignment safeguard |
Governance Assessment
- Strengths: Independent Chair; majority‑independent Board; independent committees; robust clawback; prohibition on hedging/pledging; director ownership guidelines; structured committee oversight including cybersecurity in Audit .
- Engagement: Quarterly executive sessions; adequate meeting cadence; no director below 75% attendance; shareholder engagement program initiated post‑IPO .
- Compensation alignment: Director pay mix combines cash and time‑vested RSUs; no performance‑based equity for directors (reduces pay‑for‑performance signaling but aligns through ownership); Brown’s FY 2024 mix was $357.5k cash and $150k RSUs .
- Ownership alignment: Material personal/trust holdings (598,192 Class B) and director ownership guidelines support alignment; hedging/pledging prohibited .
- Related‑party/transactions: Formal oversight policy for related‑party transactions via Audit Committee; no pending material director litigation disclosed .
- Shareholder signals: First say‑on‑pay received 82% support in 2024, indicating constructive investor confidence in compensation governance environment .
Monitoring points
- Prior interim executive roles while serving as a director could present perceived independence sensitivities, though Board affirmatively determined independence and tenure as non‑management Chair mitigates this risk .
- Sector overlap from Argus Insurance Group chair role ended Dec 2024; continue monitoring any business relationships with entities where Brown holds roles (none disclosed in proxy) .