Karen Ann Green
About Karen Ann Green
Karen Ann Green, 57, is a first-time Class B director nominee to Hamilton Insurance Group, Ltd. (HG) with extensive insurance and financial services leadership experience, including prior executive roles at Aspen Insurance Holdings as CEO of Aspen UK and Group Head of Strategy & Corporate Development; she also began her career in investment banking at Baring Brothers and Schroders . If elected, she will serve until the 2026 annual general meeting; the Board has affirmatively determined she qualifies as an independent director under NYSE and SEC rules .
Past Roles
| Organization | Role | Notes/Context |
|---|---|---|
| Aspen Insurance Holdings | Chief Executive of Aspen UK; Group Head of Strategy & Corporate Development | Executive leadership roles across UK insurance and reinsurance; corporate strategy |
| MMC Capital Inc (now Stone Point Capital) | Principal | Private equity investing; insurance/financial services focus |
| GE Capital (London) | Business Development | Financial services operating experience |
| Baring Brothers; Schroders | Investment Banker | Early career in investment banking |
| Lloyd’s of London | Council Member (prior) | UK insurance market governance role |
| Asta Managing Agency Ltd | Non-Executive Director (prior) | Lloyd’s managing agency oversight |
| Aspen Managing Agency Ltd | Non-Executive Director (prior) | Lloyd’s managing agency oversight |
External Roles
| Organization | Role | Effective Date/Status | Notes |
|---|---|---|---|
| Phoenix Group Holdings PLC | Senior Independent Director | Current | Public company board leadership (SID) |
| Admiral Insurance Group PLC | Non-Executive Director | Current | Public company insurer director |
| Great Portland Estates PLC | Non-Executive Director; SID designate | SID designate effective April 4, 2025 | Public company REIT governance role |
| Miller Insurance Services LLP; Ben Nevis CleanCo Ltd (Miller broking business) | Non-Executive Director | Current | Insurance brokerage governance |
| Tucano Holdings Jersey Ltd (TMF Group) | Non-Executive Director | Current | Corporate services platform governance |
| Wellbeing of Women | Trustee | Current | Non-profit trustee |
| Cytora Ltd | Advisor | Current | Insurtech advisory role |
Board Governance
- Proposed committee assignments: Audit; Underwriting & Risk; Compensation & Personnel; no chair role indicated .
- Independence: The Board determined Karen Ann Green is independent under NYSE and SEC rules (along with other named directors) .
- Board and committees met quarterly in 2024; Board met 4 times; no director attended fewer than 75% of meetings; independent directors held executive sessions at each quarterly meeting (note: Ms. Green was not yet on the Board in 2024) .
- Committee structure and chairs (as of Mar 27, 2025; nominees not yet seated): Audit (Chair: Neil Patterson); Compensation & Personnel (Chair: John J. Gauthier); Nominating & Governance (Chair: Stephen W. Pacala); Underwriting & Risk (Chair: Marvin Pestcoe); Investment (Chair: H. Hawes Bostic, III). Each committee held 4 meetings in 2024 .
Fixed Compensation
| Component | Amount | Structure |
|---|---|---|
| Annual Director Compensation Package | $250,000 | $150,000 RSU granted at AGM; $100,000 cash paid quarterly pro rata |
| Board Chair Additional Compensation | $175,000 | Cash; total chair compensation $425,000 |
| Audit Committee Chair Fee | $50,000 | Cash |
| Compensation & Personnel Committee Chair Fee | $25,000 | Cash |
| Other Committee Chair Fees | $20,000 | Cash |
| Operating Subsidiary Board Service Fee | $20,000 | Cash or Company shares at director’s election |
| Committee Membership Fees (non-chair) | None | No additional fees for non-chair committee service |
| Reimbursement | Reasonable out-of-pocket expenses | For Board/committee meeting attendance |
Performance Compensation
| Item | Details |
|---|---|
| RSU Grant Timing & Vesting | RSUs granted on AGM date; cliff vests on the earlier of one year or the next AGM |
| Deferral Elections | Non-employee directors may elect to defer 50% or 100% of RSUs |
| Options/PSUs for Directors | No option awards disclosed; director equity awards disclosed as RSUs in 2024 |
| Performance Metrics in Director Pay | None disclosed; director RSUs are time-based, not performance-based |
Other Directorships & Interlocks
| Company | Relationship to HG | Potential Interlock/Conflict Considerations |
|---|---|---|
| Phoenix Group Holdings PLC | External board (SID) | Insurance/life sector; monitor for any transactions with HG requiring recusal; Board independence affirmed |
| Admiral Insurance Group PLC | External board (NED) | P&C insurer; potential client/market participant; monitor for related transactions; independence affirmed |
| Miller Insurance Services LLP | External board (NED) | Insurance broker; monitor if HG utilizes Miller for broking; governance oversight and recusal protocols expected |
| Great Portland Estates PLC | External board (NED; SID designate) | Real estate; limited direct overlap with HG’s core operations |
| Tucano Holdings Jersey Ltd (TMF Group) | External board (NED) | Corporate services; limited direct overlap with HG |
The proxy explicitly states Ms. Green’s independence after review of relationships and transactions; no material relationships compromising independence were identified by the Board in its annual review .
Expertise & Qualifications
- Insurance executive leadership (Aspen UK CEO) and corporate strategy/development expertise; Lloyd’s market governance experience .
- Financial services and private equity investment background (MMC Capital/Stone Point; GE Capital); early-career investment banking at Baring Brothers and Schroders .
- Current UK public company senior independent director roles and NED positions demonstrate governance leadership and shareholder engagement credentials .
Equity Ownership
| Metric | Status |
|---|---|
| Common Shares Beneficially Owned (HG) | Not disclosed for Ms. Green in the beneficial ownership table (row blank) |
| Percentage Voting Power | Not disclosed for Ms. Green |
| Director Stock Ownership Guideline | 5x annual retainer (excluding committee/operating subsidiary fees) within 5 years of appointment |
| What Counts Toward Guideline | RSUs (vested or unvested) and shares owned directly/beneficially by director or immediate family; unvested PSUs do not count |
| Compliance Measurement | After initial five-year phase-in, measured as of the last trading day of each calendar year |
| Hedging/Pledging Policy | Company highlights no hedging or pledging of company shares as a governance practice |
Governance Assessment
- Board effectiveness: Ms. Green brings deep insurance operating and governance experience, adding relevant domain expertise to Audit, Underwriting & Risk, and Compensation & Personnel committees where she is proposed for membership .
- Independence and conflicts: Independence affirmed under NYSE/SEC standards following review of relationships; however, concurrent roles at industry counterparties (Admiral) and a broker (Miller) warrant clear recusal protocols for any HG transactions to preserve investor confidence .
- Alignment and pay structure: Director pay is balanced between cash and time-vested RSUs with robust director ownership guidelines (5x retainer within 5 years), supporting long-term alignment; no performance metrics or options in director pay disclosed, which limits pay-for-performance signals but is typical for non-employee directors .
- Engagement: The Board and committees meet quarterly; independent directors hold regular executive sessions, and annual evaluations are conducted—structures that support oversight quality; Ms. Green’s attendance will be evaluated post-election (she was not on the Board in 2024) .
RED FLAGS to monitor
- Potential related-party exposure: As NED at Miller Insurance Services (broker) and Admiral Insurance Group (insurer), monitor any HG business dealings requiring recusals to avoid perceived conflicts .
- Workload: Multiple public company board commitments (Phoenix, Admiral, Great Portland) are within HG’s stated limit (no director serves on >4 other public boards), but time demands should be monitored for committee effectiveness .