John J. Gauthier
About John J. Gauthier
Independent director of Hamilton Insurance Group, Ltd. (“Hamilton”; ticker HG), age 63, serving since October 2023. Former President of Allied World Financial Services (2012–2018) and Chief Investment Officer of Allied World Assurance Company Holdings AG (2008–2018). Education: B.S. in Computer Information Systems (Quinnipiac College) and MBA in Finance (The Wharton School). Current principal roles at JJG Advisory, LLC and Talcott Capital Partners, LLC, with a board portfolio spanning insurance and asset management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allied World Financial Services Company, Inc. | President | 2012–2018 | Led financial services arm; retirement in 2018 |
| Allied World Assurance Company Holdings, AG | Chief Investment Officer | 2008–2018 | Oversaw investment strategy and portfolio management |
| Goldman Sachs Asset Management | Managing Director | — | Senior investment leadership |
| Conning Asset Management | Director of Investment Strategy (prop-casualty) | — | Strategy for P&C insurer clients |
| General Re/New England Asset Management; The Travelers | Investment roles | — | Investment management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reinsurance Group of America, Incorporated (RGA) | Director | Current | Public company; also Hamilton CEO Pina Albo is a director at RGA (interlock) |
| The Hartford Funds | Director | Current | Mutual fund complex board |
| Middlesex (CT) Health Systems | Director | Current | Non-profit health system |
| Crescent Acquisition Corporation | Director | 2018–2021 | Public SPAC (prior) |
| JJG Advisory, LLC | Principal | Current | Consulting |
| Talcott Capital Partners, LLC | Principal | Current | Investor advisory |
Board Governance
- Committee assignments: Chair, Compensation and Personnel Committee; Member, Investment Committee .
- Independence: Affirmatively determined independent under NYSE and SEC standards .
- Attendance: Board met 4 times in 2024; each committee met 4 times; no director attended fewer than 75% of applicable meetings .
- Board structure: Independent Chair (David A. Brown); majority independent board; quarterly executive sessions without management .
- Compensation Committee report: Issued February 25, 2025; signed by Gauthier (Chair), Brown, Freda, Pacala .
Fixed Compensation (Director)
Hamilton’s 2024 non-employee director program: $250,000 total ($150,000 RSU that cliff vests at next AGM or one year, and $100,000 cash), with additional cash fees: Board Chair $175,000; Audit Chair $50,000; Compensation Chair $25,000; other committee chairs $20,000; $20,000 for operating subsidiary board service (cash or shares) .
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (earned) | $177,083 | Includes base cash and chair/other fees per program |
| Stock awards (grant-date fair value) | $162,500 | Includes standard $150,000 RSU plus $12,500 additional grant for 2023 partial service |
| Total 2024 director compensation | $339,583 | Sum of cash and stock awards |
Performance Compensation (Director)
- Equity vehicle: RSU granted at AGM date; cliff vests on earlier of one year or the next AGM; no performance conditions for director RSUs .
- 2024 additional stock grant: $12,500 fully vested grant for two months of Board service in 2023 (one-time catch-up for late-year appointees) .
| Grant Type | Grant Date | Shares/Value | Vesting | Performance Metric |
|---|---|---|---|---|
| Annual Director RSU | June 2024 | $150,000 | Cliff vest at next AGM or 1 year | None (time-based) |
| Additional RSU (catch-up) | Q1 2024 | $12,500 | Fully vested | None |
Other Directorships & Interlocks
| Connection | Nature | Governance Implication |
|---|---|---|
| RGA board overlap | Gauthier and Hamilton CEO Pina Albo both serve on RGA’s board | Information flow and potential interlock; monitor for recusals where relevant |
| Compensation Committee interlocks | None disclosed with other companies’ comp committees; members not company officers (except prior interim roles for Brown) | Low interlock risk; conforms to SEC rules |
Expertise & Qualifications
- Deep investment leadership (CIO, GSAM MD) and P&C insurer portfolio strategy; brings capital markets, investment policy, and risk oversight expertise to Hamilton’s Investment and Compensation committees .
- Technical credentials: BS in Computer Information Systems; MBA in Finance (Wharton) .
- Current advisory principals roles reinforce capital allocation and investor perspective .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % of Class B Voting Power | Total Ownership % |
|---|---|---|---|
| John J. Gauthier | 19,896 | * (<1%) | * (<1%) |
- Director ownership guidelines: Non-employee directors must hold 5x the annual retainer fee (excludes equity portion and chair fees) within five years of appointment .
- Valuation context: Fair market value per Class B share was $19.03 on Dec 31, 2024; 19,896 shares ≈ $379,000 based on that value, against a guideline target of ~$500,000 (5 × $100,000 cash retainer), subject to five-year phase-in and future vesting of RSUs .
Governance Assessment
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Strengths
- Independent director; chairs Compensation & Personnel Committee; robust governance framework (clawback, no hedging/pledging, stock ownership guidelines) .
- Board/committee cadence and attendance; quarterly executive sessions; majority independent board .
- Shareholder support: 2024 say-on-pay approval at 82%, indicating positive investor sentiment on pay design overseen by Gauthier’s committee .
-
Watch items / potential RED FLAGS
- Consultant affiliations: Mercer engaged as independent advisor, but Marsh & McLennan affiliates provided $5.528 million in other services in 2024; committee assessed independence, yet optics warrant monitoring for conflicts and fee scope .
- External interlock: Shared RGA board seat with Hamilton’s CEO (Pina Albo) could create perceived influence channels; ensure disclosure and recusal practices where counterparties or benchmarking overlap .
-
Compensation structure signals
- Director pay mix balanced (cash + time-based RSUs); no director performance equity—aligns with standard governance practice and avoids pay-for-performance complexities for directors .
- Prohibitions on hedging/pledging and robust clawback policy enhance alignment and risk controls .
-
Independence and conflicts
- No related-party transactions disclosed for Gauthier; company maintains formal related-party review via Audit Committee .
- Committee interlocks: None with other issuers’ compensation committees per SEC disclosure .
-
Committee effectiveness
- Clear articulation of performance metrics for executives (Combined Ratio 60%; strategy/operations 40%) and PSU shift to ROE/BVPSG, reflecting public-company best practice; indicates responsive oversight under Gauthier as chair .
Reference Documents
- Hamilton Insurance Group, Ltd. 2025 Proxy Statement (DEF 14A) dated March 27, 2025: Board composition, committees, independence, attendance, director compensation, ownership, policies .
- Biographical details and external boards for John J. Gauthier .
- Say-on-pay results and executive pay framework overseen by Compensation and Personnel Committee .
- Consultant independence and fees (Mercer, Aon) .