Gemma Carreiro
About Gemma Carreiro
Gemma Carreiro, age 43, is Group General Counsel, Secretary, and Data Protection Officer of Hamilton Insurance Group (HG); she has served since 2017 and previously was Secretary to the Board of PartnerRe Ltd. and General Counsel to its Bermuda subsidiaries, after practicing corporate insurance law at Conyers Dill & Pearman Limited. She holds a BA (Law) from Napier University, Scotland, and a Postgraduate Diploma in Law from The University of Law, UK . Company performance under her tenure (latest reported year): net income attributable to common shareholders $400.4m, ROE 18.3%, gross premiums written $2,422.6m, net premiums earned $1,734.7m, combined ratio 91.3% (2024); prior year net income $258.7m, ROE 13.9%, combined ratio 90.1% (2023) . The pay‑versus‑performance TSR framework shows a $100 initial investment valued at $126.87 for HG versus $138.79 for the peer index in 2024; shareholder support for pay was strong with 82% “say‑on‑pay” approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PartnerRe Ltd. | Secretary to the Board; General Counsel to Bermuda subsidiaries | Not disclosed | Corporate governance and regulatory leadership at a leading reinsurer |
| Conyers Dill & Pearman Limited | Attorney (corporate, insurance/reinsurance regulatory) | Not disclosed | Specialist counsel in insurance and reinsurance regulation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association of Bermuda Insurers & Reinsurers (ABIR) | Co‑Chair, Policy Committee | 2020–2022 | Industry policy engagement and advocacy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 430,000 |
| Target Bonus (% of Salary) | 80% | 100% |
| Actual Bonus Paid – Annual Incentive ($) | 580,000 | 725,000 |
| IPO Discretionary Bonus ($) | 500,000 | — |
Notes: “Actual Bonus Paid” reflects the non‑equity annual cash incentive payout; 2023 includes an additional one‑time IPO discretionary bonus .
Performance Compensation
2024 Annual Incentive structure (pool weighted 60% financial, 40% strategic/operational):
| Metric | Weight | Target | Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| Combined Ratio | 60% | 95.2% | 91.3% | 163% | Cash paid following year |
| Strategic Growth | 20% | Qualitative | Achieved (“Exceed”) | 200% | Cash paid following year |
| Technology Enablement | 10% | Qualitative | Partially Meet | 75% | Cash paid following year |
| Magnet for Talent | 10% | Qualitative | Partially Exceed | 150% | Cash paid following year |
| Aggregate Weighted Funding | — | — | — | 160% | Cash paid following year |
Her individual payout for 2024 equaled 169% of target, totaling $725,000 .
2023 Annual Incentive framework and outcome:
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Combined Ratio | 60% | 98.9% | 90.1% | 200% |
| Strategic Growth | 20% | Qualitative | Achieved | 175% |
| Technology Enablement | 10% | Qualitative | Achieved | 100% |
| Magnet for Talent | 10% | Qualitative | Achieved | 150% |
| Aggregate Weighted Funding | — | — | — | 180% |
Her 2023 annual incentive payout was $580,000 at 181% of target .
Long‑Term Incentives (LTI):
- 2024 grants: Target LTI 100% of salary ($400,000) split 50% PSUs/50% RSUs; 13,793 PSUs (3‑year cliff), 13,793 RSUs (vest 1/3 on March 1, 2025/2026/2027); PSU metrics newly set to 3‑year average ROE and 3‑year annualized Book Value per Share Growth (BVSG) .
- 2022–2024 PSU cycle (legacy UROC metric): payout certified at 146.4% of target; Gemma’s earned PSUs: 12,792 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 94,985 Class B shares as of Mar 21, 2025; represents <1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 2,912 (2022 grant), 7,482 (2023 grant), 13,793 (2024 grant) |
| Unvested PSUs (12/31/2024) | 8,738 (2022 cycle; achievement at target pending year‑end certification), 11,224 (2023 cycle), 13,793 (2024 cycle) |
| VAP RSUs (IPO Value Appreciation Pool) | 29,471 RSUs; market value $560,833 at $19.03 per share (12/31/2024) |
| Stock Ownership Guidelines | Executives must hold ≥3x annual base salary; RSUs count, unvested PSUs do not; 5‑year compliance window |
| Hedging/Pledging | Prohibited for insiders (no hedging, short sales, or pledging/margin accounts) |
| Trading Plans | 10b5‑1 plans permitted with cooling‑off and preclearance |
| Options | Company does not currently grant stock options; equity program uses RSUs/PSUs |
Vesting schedules:
- RSUs: Feb 23, 2022 grant vests 1/3 on Jan 1, 2023/2024/2025; Mar 10, 2023 grant vests 1/3 on Mar 1, 2024/2025/2026; Mar 5, 2024 grant vests 1/3 on Mar 1, 2025/2026/2027 .
- PSUs: 2024 grant performance period ends Dec 31, 2026; vesting contingent on ROE/BVSG outcomes .
Employment Terms
| Topic | Provision |
|---|---|
| Employment Agreement | Executed Aug 6, 2022; 2024 compensation levels updated: base salary $430,000; target bonus 100% of salary; target LTI 100% of salary |
| Annual Incentive | Pool funded 60% by combined ratio; 40% strategic/operational goals; linear payout up to 200% |
| LTI Vehicles & Metrics | 50% PSUs (3‑yr ROE & BVSG), 50% RSUs (time‑based) |
| Severance – Change in Control (Double‑Trigger) | Lump sum = one year base + target bonus; continued medical coverage up to 12 months; unvested equity vests at target (ROE/BVSG or special rules for specific grants) if awards not assumed; applies upon termination without cause or for good reason within 12 months of CoC |
| Estimated CoC Benefits (12/31/2024) | Cash $860,000; LTI vesting $1,663,469; benefits $22,162; total $2,545,631 |
| Severance – Involuntary (no CoC) | Company can pay up to six months’ salary in lieu of 180‑day notice and extend benefits for six months; CoC terms provide enhanced benefits vs. ordinary termination |
| Non‑Compete/Non‑Solicit | Post‑termination restrictions generally six months (12 months in CoC context) |
| Clawback | Dodd‑Frank/NYSE‑compliant recoupment for restatements or material errors (3‑year lookback) |
| Perquisites | None provided (no excise tax gross‑ups; no guaranteed bonuses) |
| Retirement & Benefits | Bermuda employees receive 10% retirement contribution; company pays majority of Bermuda payroll/social insurance taxes for employees |
Investment Implications
- Strong pay‑for‑performance alignment: annual bonus funding anchored to underwriting profitability (combined ratio) with rigorous targets; LTI shifted to ROE and BVSG in 2024 to sharpen public‑company alignment, reducing reliance on underwriting‑only metrics .
- Retention and selling pressure: multi‑year RSU/PSU vesting (major tranches in 2025–2027) and an outstanding VAP balance create ongoing vesting events; insider trading policy prohibits hedging and pledging, mitigating forced‑sale risk, though scheduled 10b5‑1 sales can occur under pre‑arranged plans .
- Change‑of‑control economics: double‑trigger severance plus accelerated vesting at target can create meaningful realized value in a transaction (estimated $2.55m as of 12/31/2024), implying alignment but also potential deal‑related overhang to dilution accounting for equity acceleration .
- Governance signals: 82% say‑on‑pay support and no tax gross‑ups/option repricing reflect shareholder‑friendly practices; ownership guidelines (3x salary) incentivize “skin‑in‑the‑game” over time .
Overall, Carreiro’s incentive mix is balanced across underwriting profitability and multi‑year value creation, with disciplined governance (clawback, anti‑hedging/pledging) and retention‑oriented vesting that reduces near‑term selling pressure while preserving alignment to ROE/BVSG outcomes .