David Priebe
About David Priebe
David Priebe (age 66) is a first-time nominee to Hamilton Insurance Group’s Board (Class B director) with over four decades in reinsurance, including Chairman and Vice Chairman roles at Guy Carpenter (Marsh McLennan), overseeing GC Securities (investment banking/capital markets) and GC Capital Solutions; he retired in January 2025. He holds a BA in Economics from St. Lawrence University and AICPCU/Wharton Advanced Executive Education, and is proposed to serve on Hamilton’s Audit and Underwriting & Risk Committees; the Board has affirmatively determined he is independent under NYSE and Exchange Act rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guy Carpenter & Company (GC) | Chairman; Vice Chairman | Retired Jan 2025; prior decades in leadership | Led GC Securities (investment banking/capital markets) and GC Capital Solutions; advanced client/market engagement to identify opportunities and deliver solutions . |
| Guy Carpenter & Company (GC) | Executive Vice President; CEO & President (UK & Continental Europe); Managing Director – Global Leaders (Center of Excellence); Managing Director – Global Leader (Property Specialty); Managing Director – Client Account Executive | Not disclosed | Built global specialty/market expertise relevant to underwriting risk and capital solutions . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in Hamilton’s proxy/filings | — | — | — |
No current public-company directorships or external board roles are disclosed for Priebe in HG’s proxy .
Board Governance
- Proposed committees: Audit; Underwriting & Risk (noted as “Proposed to be on Audit and Underwriting and Risk”) .
- Independence: Board affirmatively determined Priebe is independent under NYSE and Exchange Act standards .
- Board meeting cadence/attendance: In FY2024 the Board met four times; no director attended fewer than 75% of meetings across Board/committees (Priebe was a 2025 first-time nominee, so this is general Board attendance context) .
- Executive sessions: Independent directors met in executive session at each of the four regularly scheduled Board meetings in 2024 .
- Board leadership: Independent Chair (David A. Brown); no lead independent director deemed necessary given the independent chair structure .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly, pro rata . |
| Committee membership fees | None | Only chairs receive incremental fees; no committee membership fees . |
| Audit Committee Chair (if applicable) | +$50,000 | Cash . |
| Compensation & Personnel Chair (if applicable) | +$25,000 | Cash . |
| Other committee chairs (if applicable) | +$20,000 | Cash . |
| Board Chair (not applicable to Priebe) | +$175,000 | Cash; total Chair annual compensation $425,000 . |
| Subsidiary board service (if applicable) | +$20,000 | Paid in cash or Company shares, at director’s election . |
Performance Compensation
| Instrument | Grant Date | Grant Value | Vesting | Deferral | Performance Metrics |
|---|---|---|---|---|---|
| RSU (annual) | Date of AGM (May 15, 2025) | $150,000 | Cliff vests on earlier of one year or next AGM | Directors may elect to defer 50% or 100% of RSUs | None; time-based vesting only . |
The Company has director stock ownership guidelines: within five years, non-employee directors must hold at least 5x the annual retainer (excluding committee chair fees and any portion paid in Company shares absent director election) .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| Not disclosed | — | — |
Hamilton’s related-party policy requires Audit Committee oversight of transactions >$120,000 involving directors, officers, 5% holders and affiliates, including evaluation of terms vs. third-party market standards and determination of appropriate action (ratify/rescind/amend) if discovered without prior approval .
Expertise & Qualifications
- Reinsurance and capital markets expertise: Led GC Securities and GC Capital Solutions, integrating capital markets with (re)insurance needs .
- Global operating leadership: Senior roles across UK/Continental Europe operations and specialty property underwriting .
- Education: BA in Economics, St. Lawrence University; AICPCU/Wharton Advanced Executive Education .
- Audit/Risk relevance: Proposed Audit and Underwriting & Risk committee assignments align with background in financial oversight and enterprise risk .
Equity Ownership
| Holder | Class B Common Shares | % Voting Power (Class B) | Total Shares Owned % (A+B+C) | Notes |
|---|---|---|---|---|
| David Priebe | Not specified in table excerpt | — | — | Priebe is included among directors/nominees; no specific share count shown in the disclosed excerpt as of March 21, 2025 . |
- Outstanding shares at March 21, 2025 for ownership calculations: 17,820,078 Class A; 65,706,669 Class B; 18,375,670 Class C .
- Director ownership guidelines: 5x annual retainer within five years of appointment .
Governance Assessment
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Strengths:
- Independence affirmed; proposed Audit and Underwriting & Risk committee assignments leverage deep reinsurance/capital markets experience, supporting board effectiveness in financial oversight and enterprise risk .
- Director compensation emphasizes equity alignment via annual RSUs; ownership guideline of 5x retainer strengthens skin-in-the-game over time .
- Robust related-party transaction policy and Audit Committee remit include evaluation of related-party deals and oversight of internal controls/cybersecurity .
-
Watch items / RED FLAGS to monitor:
- Prior senior roles at Guy Carpenter (a major broker) could create perceived conflicts if Hamilton engages Marsh McLennan affiliates; Board independence review and related-party controls are in place, but monitor disclosures for any such transactions .
- “Payables to related parties” line exists on HG’s balance sheet (e.g., $28.3 million at Sept 30, 2025), underscoring the need to review which counterparties drive these balances; no tie to Priebe is disclosed, but magnitude warrants ongoing attention .
- Director equity awards are time-based RSUs (no performance metrics), which is typical for directors but offers limited performance linkage; ownership guideline partially mitigates alignment concerns .
-
Engagement/attendance context:
- Board met four times in 2024; no director fell below 75% attendance; independent directors held executive sessions each regular meeting, reinforcing oversight culture (Priebe attendance will be evaluable post-election) .
Overall, Priebe’s background suggests strong contributions to Audit and Risk oversight; independence determinations and RPT controls mitigate conflict concerns, but investors should monitor any evolving business ties with Marsh McLennan entities and detailed disclosures of related-party balances .