Everard Barclay Simmons
About Everard Barclay Simmons
Everard Barclay Simmons (age 52) is an independent director of Hamilton Insurance Group, Ltd. (HG), serving since August 2023. He is Chair and CEO at advisory firm Rose Investment Limited and Chair of the Bermuda Public Funds Investment Committee; previously an investment banker at Goldman Sachs in New York and Managing Partner of a Bermuda law firm (2006–2019). Education: Law degree, University of Kent at Canterbury; qualified barrister (Inns of Court School of Law); MBA, Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs (New York) | Investment Banker | Prior to 2006 (returned to Bermuda in 2006) | Capital markets/investment banking experience |
| Bermuda law firm (name not disclosed) | Managing Partner | 2006–2019 | Legal leadership; corporate and regulatory experience |
| Butterfield Bank | Chair (former) | Not disclosed | Financial services governance leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Rose Investment Limited | Chair & CEO | Current | Advisory firm leadership |
| Bermuda Public Funds Investment Committee | Chair | Current | Oversees investment of Bermuda’s pension funds |
| Petershill Partners plc | Director | Current | Public company board role |
| Argus Group Holdings Limited | Director | Current | Public company board role |
Board Governance
- Committee assignments: Audit Committee (member) and Investment Committee (member); Audit Chair is Neil Patterson, Investment Chair is H. Hawes Bostic III .
- Independence: The Board affirmatively determined Simmons is independent under NYSE and SEC rules .
- Attendance: The Board met four times in 2024; each committee held four meetings; no director attended fewer than 75% of applicable meetings .
- Years of service: Director since August 2023 .
- Executive sessions: Independent directors met in executive session at each of the four regularly scheduled Board meetings in 2024 .
Fixed Compensation
- 2024 director compensation structure: Non-employee director annual package $250,000 ($150,000 RSU; $100,000 cash); additional chair fees (Board Chair $175,000 cash; Audit Chair $50,000; Compensation Chair $25,000; other committee chairs $20,000). No fees for committee membership (non-chairs); RSUs granted at AGM and cliff vest within one year; directors may elect to defer RSUs .
- Simmons’ 2024 actual compensation: | Component | Amount (USD) | Details | |---|---|---| | Cash fees | $162,500 | Includes standard $100,000 plus incremental amounts (e.g., subsidiary board service if applicable) per program; table total reflects cash received | | Stock awards (RSUs) | $150,000 | RSUs granted; scheduled to vest after the Annual General Meeting | | Total | $312,500 | Sum of cash and stock awards |
Performance Compensation
- Directors do not receive performance-based equity or options; RSUs vest time-based (no performance metrics) . | Instrument | Metric | Vesting | Notes | |---|---|---|---| | RSUs | None (time-based) | Cliff vest on earlier of one year or next AGM | No option awards; no meeting fees for non-chair committee service |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Petershill Partners plc | Director | External PE/asset management exposure; no HG-related party transaction disclosed involving Simmons – |
| Argus Group Holdings Limited | Director | Insurance industry exposure; no HG-related party transaction disclosed involving Simmons – |
The Company maintains a related-party transactions policy overseen by the Audit Committee, with review and approval thresholds and procedures; no Simmons-specific related-party transactions are disclosed in the proxy .
Expertise & Qualifications
- Finance and legal credentials: Investment banking background; legal training and practice; MBA (Harvard) .
- Board-relevant skills: Service on Audit and Investment Committees indicates financial literacy; Board classifies him as independent .
- Public sector oversight: Chairs Bermuda Public Funds Investment Committee (pension fund investment governance) .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Everard Barclay Simmons | 10,836 | <1% (*) | As of March 21, 2025; beneficial ownership per SEC rules – |
- Director ownership guidelines: Non-employee directors must hold at least 5× annual retainer fee within five years of appointment; RSUs count, unvested PSUs do not .
- Hedging/pledging: Company insider trading policy prohibits directors from hedging or pledging Company shares –.
Governance Assessment
- Board effectiveness: Independent status, dual committee service (Audit and Investment), and executive session practices support robust oversight .
- Alignment: Director RSU grants and share ownership guidelines promote long-term alignment; hedging/pledging prohibitions further reinforce alignment –.
- Conflicts: No Simmons-specific related-party transactions disclosed; Company applies formal related-party review procedures via Audit Committee .
- Attendance and engagement: Company reports no director below 75% attendance; committees met quarterly, indicating regular engagement .
- Compensation: Standard, market-aligned director pay mix (cash + time-based RSUs); no performance awards, no option grants; no committee membership fees for non-chairs .
RED FLAGS
- None disclosed specific to Simmons: no related-party transactions, legal proceedings, or pledging/hedging violations reported in the proxy – –.
- Monitoring note: Given external board roles in financial services/insurance, continue to monitor for potential interlocks or transaction overlaps; the Company’s policy requires Audit Committee review if any arise .