Neil Patterson
About Neil Patterson
Neil Patterson, age 61, is an independent director of Hamilton Insurance Group, Ltd. (HG) and has served since March 2024; he chairs the Audit Committee and is designated an SEC “audit committee financial expert.” A retired Chairman of KPMG Bermuda with more than three decades in audit and risk management for financial institutions, he adds deep financial reporting, risk, and insurance sector expertise to HG’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Bermuda | Chairman; formerly Office Managing Partner | Chairman through retirement 12/31/2020; OMP 2008–2017 (9 years) | Led Bermuda firm; long-time Risk Management Partner; client-facing lead audit partner 1997–2020; extensive audit/risk oversight for financial services |
| KPMG Islands Group (regional) | Managing Partner | 2012–2015 | Member of KPMG EMA Board; regional leadership |
| KPMG Global Insurance Advisory Group | Member | 2016–2020 | Global advisory on insurance matters to KPMG’s global board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ignite Bermuda | Co‑founder | Since 2019 | Privately funded incubator/accelerator supporting >500 Bermudian entrepreneurs; community impact |
| Bermuda Investor Community Limited (BICL) | Co‑founder | Since 2021 | Facilitates angel capital flow; coaching/advisory for entrepreneurs |
No current public company directorships disclosed for Mr. Patterson other than HG .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board has affirmatively determined Mr. Patterson is independent under NYSE/SEC rules . |
| Committee assignments | Audit (Chair, financial expert); Compensation & Personnel (Member); Underwriting & Risk (Member) . |
| Board/committee meetings | Board met 4 times in 2024; each committee met 4 times in 2024 . |
| Attendance | No director attended fewer than 75% of Board and applicable committee meetings in 2024 . |
| Executive sessions | Independent directors met in executive session at each of the four regularly scheduled Board meetings in 2024 . |
| Lead director/chair | Independent Chair of the Board (no separate lead independent director deemed necessary) . |
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual director package | $250,000 total: $100,000 cash (paid quarterly) + $150,000 RSU (vests at next AGM) | Directors may defer 50% or 100% of RSUs . |
| Chair fees | Board Chair: +$175,000 (cash); Audit Chair: +$50,000 (cash); Comp Chair: +$25,000 (cash); Other committee Chairs: +$20,000 (cash) | Chair fees incremental to annual package . |
| Subsidiary board service | +$20,000 (cash or shares) | If serving on board of an operating subsidiary . |
| 2024 actual for Patterson | Cash fees: $161,310; Stock awards: $150,000; Total: $311,310 | Pro‑rated from his March 11, 2024 appointment; Audit Chair cash reflected . |
Performance Compensation (Director)
| Equity Vehicle | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs | $150,000 (annual grant) | Cliff vests at the next AGM (≈1 year) | None (time‑based only) . |
HG’s director equity is time-based RSUs; no option grants or performance metrics for directors are disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond HG . |
| Committee interlocks | None disclosed involving Mr. Patterson; HG discloses no Compensation Committee interlocks pertinent to him in 2024 . |
| Overboarding policy | HG prohibits service on more than four other public company boards; no overboarding flagged for Mr. Patterson . |
Expertise & Qualifications
- Audit/financial reporting and risk management expert; SEC-designated “audit committee financial expert” .
- Deep insurance sector experience via decades auditing/advising financial services/insurance clients; adds cybersecurity oversight via Audit Committee mandate .
- Entrepreneurial ecosystem leadership (Ignite Bermuda, BICL) strengthens capital formation and governance perspective .
Equity Ownership
| Holder | Class B Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Neil Patterson | 30,090 | <1% | Includes 21,135 shares held by Doublehead Investment Holdings Limited (benefit of Mr. Patterson and family) . |
- Director ownership guidelines: minimum 5x annual cash retainer within five years; applies to all non‑employee directors .
- Hedging/pledging: Company policy prohibits hedging and pledging of HG securities by directors .
Governance Assessment
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Strengths
- Independent Audit Chair with SEC “financial expert” designation; robust Audit Committee remit includes ICFR, external auditor oversight, related‑party transaction evaluation, and cybersecurity risk oversight—supports investor confidence .
- Strong engagement: no attendance issues in 2024; independent director executive sessions each quarterly meeting .
- Aligned incentives: mix of cash and equity with ownership guidelines (5x retainer), and prohibition on hedging/pledging; supports long‑term alignment .
- Shareholder say‑on‑pay support of 82% in 2024 signals constructive investor sentiment toward HG’s compensation governance framework .
-
Watch items / potential conflicts
- Prior KPMG leadership could raise perceived auditor‑independence questions; mitigated as HG’s auditor is Ernst & Young Ltd., not KPMG .
- Compensation consultant affiliates provided significant other services to HG ($5.53M in 2024); while the Compensation Committee deemed the consultant independent, investors often monitor such relationships (though this pertains to executive comp governance, not Mr. Patterson individually) .
- No related‑party transactions disclosed involving Mr. Patterson; Board annually reviews independence considering such relationships .
Overall: Mr. Patterson’s profile (independent Audit Chair; financial expert; solid attendance) and HG’s policies (ownership guidelines; clawback; hedging/pledging bans; quarterly executive sessions) are supportive of board effectiveness and investor confidence, with limited conflict indicators disclosed .
Appendix: Committee Detail (for Mr. Patterson)
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Audit | Chair; Financial Expert | 4 | ICFR, financial statement integrity, legal/regulatory compliance, external auditor oversight, internal audit, related‑party transactions, pre‑approval of services/fees, whistleblower procedures, cybersecurity oversight . |
| Compensation & Personnel | Member | 4 | Executive/director compensation philosophy, equity and incentive plans, consultant oversight . |
| Underwriting & Risk | Member | 4 | Underwriting policies and ERM oversight . |
Policy References (Company-Level Governance)
- Clawback: Dodd‑Frank/NYSE‑compliant compensation recovery policy for restatements (3‑year lookback) .
- Insider trading: pre‑clearance, blackout windows; bans on hedging/pledging/short sales; 10b5‑1 plan parameters .
- Director compensation program: structure and chair fees; ownership guidelines .
- Independence: majority independent board; Mr. Patterson affirmed independent .