Marvin Pestcoe
About Marvin Pestcoe
Independent director at Hamilton Insurance Group, Ltd. (HG), age 64, serving since 2020 and currently Chair of the Underwriting & Risk Committee (since May 2023), Audit Committee member (designated “audit committee financial expert”), and Investment Committee member. He is non‑executive Chair of Hamilton Select Insurance LLC (subsidiary) and brings 40+ years of insurance, reinsurance, investments, and risk management experience, including senior roles at PartnerRe (2001–2017) and Swiss Re New Markets (1997–2001). Professional credentials include Fellow of the Casualty Actuarial Society and member of the American Academy of Actuaries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PartnerRe | Senior executive roles across profit centers, investments, corporate strategy, data analytics, risk | 2001–2017 | Deep underwriting and investment oversight; enterprise risk focus |
| Swiss Re New Markets | Senior roles | 1997–2001 | Strategic risk and product innovation |
| Langhorne Re | Executive Chair & CEO; Director | Jan 2019–Apr 2021 (CEO); Director until Mar 2023 | Strategic leadership through formation/execution period |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Hamilton Select Insurance LLC (subsidiary) | Non‑Executive Chair | Eligible for subsidiary board service fee under HG director pay program |
| Catalina Insurance | Director | External directorship; no related‑party transactions disclosed with HG |
| Aisix Solutions (formerly Minerva Intelligence) | Director | External directorship; no related‑party transactions disclosed with HG |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules (with Audit Committee and Compensation Committee independence standards applied) .
- Committee assignments: Underwriting & Risk (Chair), Audit (member; audit committee financial expert), Investment (member) .
- Attendance: Board met four times in 2024; no director attended fewer than 75% of Board and committee meetings; independent directors held executive sessions at each quarterly Board meeting .
- Board structure: Majority independent Board; independent Chairman; committees composed solely of independent directors (Audit, Compensation & Personnel, Nominating & Corporate Governance) .
Fixed Compensation
| Component | Structure/Amount | 2024 Actual for Pestcoe |
|---|---|---|
| Annual director package | $250,000 total; $100,000 cash + $150,000 RSUs granted at AGM (cliff vests on earlier of one year or next AGM). Directors may elect to defer 50% or 100% of RSUs . | Cash fees earned: $202,500 |
| Chair fees | $20,000 for chairs of “other committees” (Underwriting & Risk); $50,000 Audit Chair; $25,000 Compensation Chair—paid in cash . | Underwriting & Risk Chair eligible for $20,000 |
| Subsidiary board service | Additional $20,000 (cash or Company shares) for service on operating subsidiary board . | Eligible given role at Hamilton Select Insurance LLC |
| Equity grant (directors) | RSUs $150,000 grant value; issued June 2024; vest after AGM . | Stock awards: $150,000 |
Notes: 2024 cash fees include base retainer, chair fee(s), subsidiary board service fee (if elected), and a one‑time cash transition payment prorating equity value for the period from Jan 1, 2024 to the 2024 AGM; the mix varied by director as disclosed .
Performance Compensation
- Directors do not have performance‑based pay elements; RSUs are time‑based and vest on tenure schedule. No options or performance metrics apply to non‑employee director compensation; no perquisites; hedging and pledging prohibited under HG’s insider trading policy .
Other Directorships & Interlocks
| Company | Sector/Relation to HG | Potential Interlock/Conflict Noted |
|---|---|---|
| Catalina Insurance | Insurance | None disclosed in HG related‑party section |
| Aisix Solutions | Technology/analytics | None disclosed in HG related‑party section |
HG maintains a formal related‑party transactions policy with Audit Committee oversight; no transactions involving Pestcoe are disclosed in the proxy .
Expertise & Qualifications
- 40+ years in insurance/reinsurance, investments, corporate strategy, data analytics, and enterprise risk; Fellow of the Casualty Actuarial Society; member American Academy of Actuaries—supports designation as Audit Committee financial expert and Chair of Underwriting & Risk .
- Demonstrated underwriting/risk governance leadership (Underwriting & Risk Chair) and financial oversight (Audit Committee, Investment Committee) .
- External leadership roles broaden market and technical insight for HG’s board deliberations .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % Voting Power (Class B) | Notes |
|---|---|---|---|
| Marvin Pestcoe | 56,432 | Not specified (individual rows often <1% in table) | As of March 21, 2025; percent columns not provided for Pestcoe. Table includes RSUs vesting within 60 days in beneficial counts where applicable . |
- Director stock ownership guideline: Non‑employee directors must hold at least 5x the annual retainer (excluding chair fees) within 5 years of appointment; RSUs and owned shares count; unvested PSUs do not count .
- Hedging and pledging prohibited; Rule 10b5‑1 plans permitted under policy conditions .
Governance Assessment
- Board effectiveness: Strong oversight roles—Underwriting & Risk Chair, Audit Committee financial expert, and Investment Committee member indicate deep engagement in core value drivers (underwriting discipline, financial reporting integrity, capital deployment) .
- Independence & attendance: Affirmed independent; 2024 attendance expectations met (no director <75%); quarterly executive sessions enhance board challenge of management .
- Director pay mix & alignment: Standardized $250k package with RSUs vesting at AGM plus chair/subsidiary fees; no perquisites, no excise tax gross‑ups; clawback policy in place; ownership guidelines for directors support alignment .
- Conflicts/related parties: No related‑party transactions involving Pestcoe disclosed; Audit Committee oversees related‑party approvals; insider policy prohibits pledging/hedging—lower alignment risk .
- Shareholder signals: 2024 say‑on‑pay approval was 82%—indicates broad investor support for compensation governance framework (context for overall governance environment) .
RED FLAGS: None disclosed specific to Pestcoe. No pledging/hedging; no related‑party transactions reported involving him; committee roles and independence are clear .