Keith Bernhard
About Keith Bernhard
Group Chief Audit Officer at Hamilton Insurance Group (NYSE: HG); age 53 as of March 17, 2025, with ~11 years’ tenure in the role since 2014. Career spans >20 years across audit and risk management, including Director of Internal Audit roles at Max Capital, Alterra Capital, and Markel; prior senior roles at KPMG Bermuda, TransGrid, and Deloitte. Credentials include Chartered Accountant, Certified in Risk Management Assurance; memberships include the Institute of Risk Management and New Zealand Society for Risk Management; previously President of the Bermuda Chapter of the Institute of Internal Auditors . Company performance context: 2024 ROE 18.3%, net income $400.4M, GWP $2,422.6M, combined ratio 91.3; pay-versus-performance TSR shows $100 invested at IPO grew to $126.87 by 12/31/24 (peer index $138.79) .
| Metric | 2024 |
|---|---|
| Net Income ($USD Millions) | $400.4 |
| Gross Premiums Written ($USD Millions) | $2,422.6 |
| ROE (%) | 18.3% |
| Combined Ratio (%) | 91.3% |
| TSR since IPO to 12/31/24 ($100 base) | $126.87 |
| Peer Group TSR ($100 base, S&P 500 P&C) | $138.79 |
| GWP YoY Growth (%) | +24% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte | Senior Manager, Enterprise Risk Services | 1994–2002 | Enterprise risk advisory and audit leadership |
| TransGrid | Senior Audit Manager | 2003–2004 | Internal audit management for utility operations |
| KPMG Bermuda | Senior Manager, Risk Advisory Services | 2004–2007 | Risk advisory; controls and assurance |
| Max Capital / Alterra Capital / Markel | Director of Internal Audit | 2007–2014 | Group internal audit leadership across (re)insurance |
| Hamilton Insurance Group | Group Chief Audit Officer | 2014–Present | Leads internal audit function, governance, and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Institute of Internal Auditors (Bermuda Chapter) | President (prior) | Previously (dates not disclosed) | Professional standards, local audit community leadership |
| Institute of Risk Management | Member | Not disclosed | Risk management professional body affiliation |
| New Zealand Society for Risk Management | Member | Not disclosed | Risk management affiliation |
Fixed Compensation
| Element | Status |
|---|---|
| Base Salary | Not disclosed for Bernhard; he is an executive officer but not a Named Executive Officer (NEO) in HG’s proxy tables . |
| Target Bonus % | Not disclosed for Bernhard; company sets target % by role; NEOs’ targets disclosed (e.g., 2024 CEO 160%, CFO 150%, etc.) . |
| Actual Bonus Paid | Not disclosed for Bernhard; company-wide bonus pool and NEO payouts disclosed; framework applies to executive officers . |
Performance Compensation
Company-wide incentive architecture applies to executive officers, including Bernhard: annual cash incentives funded 60% by combined ratio and 40% by strategic/operational goals; PSUs tied to 3-year ROE and Book Value per Share Growth (BVSG) beginning with 2024 grants; legacy PSUs (2022–2024) used Underwriting Return on Capital (UROC) .
| Annual Cash Incentive (Company Framework) | Weight | Target/Threshold/Max | Actual | Payout Basis |
|---|---|---|---|---|
| Combined Ratio | 60% | Threshold 111.5%; Target 95.2%; Max 88.5% | 91.3% | 163% of target on financial component; contributes 98% weighted |
| Strategic Growth | 20% | Qualitative (exceed/meet/partially) | Exceed (2.00) | 200% payout; contributes 40% weighted |
| Technology Enablement | 10% | Qualitative | Partially Meet (0.75) | 75% payout; contributes 7.5% weighted |
| Magnet for Talent | 10% | Qualitative | Partially Exceed (1.5) | 150% payout; contributes 15% weighted |
| Total Bonus Pool Funding | 100% | — | — | 160% of target funding |
| Long-Term Incentives | Metric | Weight | Performance Period | Target/Threshold/Max | Actual | Payout |
|---|---|---|---|---|---|---|
| PSUs (granted 2024 onward) | 3-year average ROE; 3-year annualized BVSG | 50% PSUs in LTI mix | 2024–2026 | Rigorous, formulaic (targets not disclosed) | Not yet measured | TBD |
| RSUs | Time-based (1/3 per year over 3 years) | 50% RSUs in LTI mix | 2024–2026 | Time-vest schedule | Ongoing | Ongoing |
| Legacy PSUs (2022–2024) | UROC | 100% of PSU grant | 2022–2024 | Threshold -0.90%; Target 4.8%; Max 7.9% | UROC 6.1% | 146.4% of target |
Notes: Equity mix for NEOs is 50% PSUs / 50% RSUs; the structure and governance apply to executive officers broadly. Individual award sizes for Bernhard are not disclosed .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock Ownership Guidelines | Other Executives: 3x annual base salary; measured within five years; RSUs count; unvested PSUs do not . |
| Hedging/Pledging | Prohibited for executives and directors per Insider Trading Policy . |
| Rule 10b5-1 Plans | Allowed with cooling-off periods and pre-clearance; trades executed by broker per plan . |
| Clawback | Dodd-Frank/NYSE-compliant recoupment for restatements (including error corrections); up to three years lookback . |
| VAP (Value Appreciation Pool) | Company-wide IPO-linked program; first tranche vested Nov 10, 2024; second vests Nov 10, 2025, subject to employment; Bernhard participated (Form 4 late vesting report at 30 days post-IPO) . |
| Beneficial Ownership (Bernhard) | Not itemized in Security Ownership tables; executive officer but not NEO or director line-item in table . |
| Perquisites | No executive perqs; benefits aligned to region (e.g., retirement contributions); no excise tax gross-ups . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | Individual agreements disclosed for NEOs; not disclosed for Bernhard. Company equity plans govern acceleration; double-trigger for change-in-control (CIC) . |
| CIC Treatment | If CIC and qualifying termination within 12 months, equity awards accelerate; PSUs vest at greater of actual or target performance . |
| Non-Compete/Non-Solicit | NEO agreements include IP assignment, confidentiality, non-disparagement, non-compete and non-solicitation; typical restricted period six months post-termination (12 months for CEO; 12 months if CIC termination) . |
| Clawback & Insider Trading | Robust clawback; pre-clearance and blackout periods; prohibits hedging/pledging . |
Investment Implications
- Pay-for-performance alignment: Executive cash bonuses are tightly tied to underwriting profitability (combined ratio) with a rigorous target (95.2%) and capped funding; 2024 outperformance drove 160% pool funding, indicating line-of-sight incentives that reinforce underwriting discipline .
- Retention and selling pressure: The second VAP tranche vests on Nov 10, 2025; while hedging/pledging is prohibited and ownership guidelines require 3x salary for executives, the vest date can create near-term supply from vest settlements across the exec cohort, a timing consideration for trading around that window .
- Governance quality: No perqs, no excise tax gross-ups, double-trigger CIC only, robust clawback, and prohibited hedging/pledging reduce misalignment risk; 2024 say-on-pay support was strong (82%), signaling investor acceptance of the program design .
- Execution risk: Audit leadership tenure since 2014 and professional credentials mitigate control and reporting risk; note minor late Section 16 filings post-IPO for VAP vesting (administrative), but no material legal proceedings disclosed for directors/officers; overall governance posture supports confidence in control environment .