H. Hawes Bostic, III
About H. Hawes Bostic, III
Independent director appointed pursuant to Magnitude Capital’s shareholder right; director since 2022 and Chair of Hamilton’s Investment Committee since May 2023. Chief Investment Officer and Partner at Magnitude Capital (investment team member since 2005); prior roles include equity derivatives and convertible bond trading at KBC Financial Products (1999–2002) and trading at D.E. Shaw (1998–1999). Education: BA in English Literature, University of Virginia; CFA Charterholder. Independence affirmed by the Board under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnitude Capital | Chief Investment Officer; Partner; Investment Committee member | Since 2005 | Appointed to HG Board under Magnitude’s shareholder right |
| KBC Financial Products | Traded equity derivatives and convertible bonds | 1999–2002 | Trading expertise |
| D.E. Shaw Group | Trader | 1998–1999 | Quant trading background |
| Business Consulting | Consultant | Began 1995 | Early career |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The In Kind Project (non‑profit) | Board member | Since 2018 | Community programming in the arts |
Board Governance
- Independence: Board determined Bostic is independent under NYSE and SEC rules .
- Appointment: Shareholder Director appointed via Shareholders Agreement; Magnitude retains the right to designate one director subject to ownership thresholds .
- Committee Assignments: Chair, Investment Committee; no other committees listed for Bostic .
- Attendance: Board met 4 times in 2024; committees met quarterly. No director attended fewer than 75% of Board and applicable committee meetings; 8 directors attended the 2024 inaugural AGM .
| Committee | 2024 Meetings |
|---|---|
| Audit | 4 |
| Compensation & Personnel | 4 |
| Nominating & Corporate Governance | 4 |
| Underwriting & Risk | 4 |
| Investment | 4 |
- Executive Sessions: Independent directors met in executive session at each of the four regular Board meetings in 2024 .
Fixed Compensation
- Program (non‑employee directors effective Jan 1, 2024): $250,000 annual package ($100,000 cash + $150,000 RSU vesting at next AGM); Chair adders: Board Chair $175,000; Audit Chair $50,000; Compensation Chair $25,000; other committee chairs $20,000; $20,000 for serving on operating subsidiary boards; RSUs may be deferred .
- Shareholder Directors (including Bostic) serve without compensation .
| Director | Cash ($) | Equity ($) | Notes |
|---|---|---|---|
| H. Hawes Bostic, III | 0 | 0 | Serves without compensation as Shareholder Director |
| Program Reference (non‑employee directors) | 100,000 | 150,000 RSU | Cliff vests at next AGM |
Performance Compensation
- Not applicable for Bostic; no director equity grants or options disclosed for him; directors’ RSUs are time‑based (for non‑shareholder directors) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock |
|---|---|---|---|
| Magnitude Capital (affiliates are major HG shareholders) | Private investment manager | CIO/Partner; Magnitude-appointed Shareholder Director | Affiliation with significant shareholder; Board deemed independent |
| The In Kind Project | Non‑profit | Board member | None disclosed |
Expertise & Qualifications
- Investing and trading expertise across derivatives and quantitative strategies; senior investment leadership (CIO) .
- CFA Charterholder; capital markets experience relevant to oversight of HG’s investment policy and performance .
Equity Ownership
- Entities affiliated with Magnitude beneficially own 15,096,940 Class B shares. Reported voting and ownership as of March 21, 2025: 22.98% of Class B voting power; 18.07% total voting power; 14.82% of total shares owned. Bostic may be deemed to have beneficial ownership of Magnitude-affiliated shares through service on Magnitude Capital’s investment committee but disclaims beneficial ownership .
| Holder | Class B Shares | % Class B Voting | % Total Voting | % Total Shares Owned |
|---|---|---|---|---|
| Entities affiliated with Magnitude | 15,096,940 | 22.98% | 18.07% | 14.82% |
| Attribution to H. Hawes Bostic, III | See footnote | May be deemed via investment committee, disclaims ownership | — | — |
- Hedging/Pledging: Company insider trading policy prohibits hedging and pledging of Company securities for directors and officers .
Governance Assessment
-
Strengths
- Independence affirmed despite shareholder designation; Investment Committee chaired by an experienced CIO enhances oversight of investment policy and performance .
- Board/process quality: quarterly executive sessions; annual evaluations; majority independent; robust related‑party transaction policy overseen by Audit Committee .
- Shareholder alignment: significant Magnitude ownership aligns incentives with long‑term value creation; directors subject to stock ownership guidelines (5x retainer within five years) though Bostic’s compensation is $0 as a Shareholder Director .
-
Potential Risks/RED FLAGS
- Related‑party exposure: Bostic’s affiliation with Magnitude and role as Investment Committee Chair could present perceived conflicts given Magnitude’s large ownership; mitigants include Board’s independence determination and formal related‑party oversight processes .
- Compensation neutrality: Serving without compensation limits direct pay‑for‑performance levers for Bostic individually; alignment relies on shareholder affiliation rather than director equity grants .
- Concentrated voting: Bye‑laws include voting cutbacks to mitigate concentration; nonetheless, large block holdings can influence governance dynamics .
-
Investor Confidence Signals
- 2024 say‑on‑pay support at 82% indicates positive shareholder sentiment toward compensation governance framework .
- Clear prohibition of hedging/pledging and adoption of a clawback policy (for executives) reflects governance rigor .
Overall, Bostic brings deep investment oversight and capital markets acumen as Investment Committee Chair. Investors should monitor related‑party safeguards and disclosures given the Magnitude affiliation and ensure continued Audit Committee scrutiny of any transactions or information rights under the Shareholders Agreement .