Stephen W. Pacala
About Stephen W. Pacala
Independent director of Hamilton Insurance Group, Ltd. (HG) since 2013; age 68 in 2025. Professor and Director at Princeton University since 1992; previously Associate Professor at the University of Connecticut (1982–1992). Education: BA Dartmouth College; Ph.D. in Biology from Stanford University. Recognized climate expert and member of President Biden’s Council of Advisors on Science and Technology, the American Academy of Arts and Sciences, and the National Academy of Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton University | Professor and Director | 1992–present | Climate science leadership; governance credibility in sustainability |
| University of Connecticut | Associate Professor | 1982–1992 | Academic leadership; scientific credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| President’s Council of Advisors on Science and Technology | Member | Not disclosed | National science policy advisory role |
| American Academy of Arts and Sciences | Member | Not disclosed | Prestigious scholarly body |
| National Academy of Sciences | Member | Not disclosed | Prestigious scientific body |
Board Governance
- Committee assignments: Compensation & Personnel; Nominating & Corporate Governance; Underwriting & Risk (member); Chair of Nominating & Corporate Governance (2025) .
- Independence: Board affirmatively determined Pacala is independent under NYSE and SEC rules (2024 and 2025) .
- Attendance and engagement: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings; independent directors held executive sessions at each of the four Board meetings; eight directors attended the inaugural 2024 annual meeting .
- Board leadership: Chair is an independent director; lead independent director deemed unnecessary given current structure .
- Committee meeting cadence: Audit, Compensation & Personnel, Nominating & Corporate Governance, Underwriting & Risk, and Investment each held four meetings in 2024 .
Committee Assignments and Chairs
| Committee | FY 2024 Membership | FY 2025 Membership | Chair Role |
|---|---|---|---|
| Compensation & Personnel | Member | Member | No (John J. Gauthier Chair in 2025) |
| Nominating & Corporate Governance | Member; intended to be Chair after 2024 AGM | Chair | Yes (2025) |
| Underwriting & Risk | Member | Member | No |
Fixed Compensation
- Program terms (effective Jan 1, 2024): Annual package $250,000 (cash $100,000; RSUs $150,000 granted at AGM; cliff vest at earlier of 1 year or next AGM); chair fees: Board $175,000 cash; Audit Chair $50,000 cash; Compensation Chair $25,000 cash; other committee chairs $20,000 cash; operating subsidiary board service $20,000 cash (2024) / cash or shares (2025); one-time pro-rated cash bridge for equity timing transition to AGM; no committee membership fees for non-chairs .
| Metric | FY 2024 |
|---|---|
| Annual cash retainer ($) | 100,000 |
| Board Chair additional ($) | 175,000 |
| Audit Chair additional ($) | 50,000 |
| Compensation Chair additional ($) | 25,000 |
| Other committee Chair additional ($) | 20,000 |
| Operating subsidiary board service ($) | 20,000 (cash) |
| One-time bridge cash (pro-rated) | Applicable in 2024 |
| Committee membership fees (non-chairs) | None |
- Pacala FY 2024 actual compensation: Fees earned or paid in cash $174,167; Stock awards $150,000; Total $324,167 .
| Component | FY 2024 ($) |
|---|---|
| Fees Earned or Paid in Cash | 174,167 |
| Stock Awards (RSUs, grant date fair value) | 150,000 |
| Total | 324,167 |
Performance Compensation
- Equity structure: Non-employee director RSUs $150,000 grant value, granted at AGM; cliff vest at earlier of 1 year or next AGM; directors may elect to defer receipt of 50% or 100% of RSUs (2025 description) .
- Grant timing: For 2024, RSUs were issued in June 2024 and vest after the AGM (per 2025 proxy’s director compensation table notes) .
- Performance metrics: No performance-conditioned awards disclosed for non-employee directors; awards vest time-based only .
| Equity Feature | FY 2024 |
|---|---|
| RSU grant value ($) | 150,000 |
| Vesting | Cliff vest at earlier of 1 year or next AGM |
| Deferral election | May defer 50% or 100% of RSUs (program) |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed; RSUs time-based |
| 2024 issuance timing | Issued June 2024; vest after AGM |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Pacala in HG proxy biographies .
- Compensation Committee interlocks: None; 2024 members included David A. Brown, William C. Freda, John J. Gauthier, and Stephen W. Pacala; no interlocks or insider participation requiring disclosure; Russell Fradin ceased being a director June 13, 2024 and did not participate in CD&A approval .
| Category | Detail |
|---|---|
| Other public company directorships | Not disclosed |
| Compensation Committee members (2024) | Brown; Freda; Gauthier; Pacala |
| Interlocks/insider participation | None disclosed |
Expertise & Qualifications
- Scientific and climate expertise: Extensive experience in climate-related matters; strengthens underwriting risk oversight on climate exposures .
- Academic leadership: Long-standing Princeton professorship/directorship demonstrating analytical rigor and governance discipline .
- Awards: MacArthur Award, Mercer Award, David Starr Jordan Prize .
- Committee alignment: Governance chair role aligns with expertise in oversight, policy, and succession planning .
Equity Ownership
- Stock ownership guidelines: Within five years of appointment, non-employee directors must hold a minimum of 5x the value of annual cash retainer (excluding equity portion and chair/operating subsidiary fees) .
- Shares beneficially owned:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Common shares beneficially owned (Class B) | 40,876 | 49,831 |
| % of total voting power | Not disclosed (individual line shows “*”) | Not disclosed (individual line shows “*”) |
| Pledged as collateral | Not disclosed | |
| RSUs within 60 days deemed outstanding | Applicable per table methodology |
Governance Assessment
- Strengths: Independent director with high engagement; no attendance shortfalls; chairs Nominating & Governance, aligning with oversight of board composition, evaluations, and succession planning; robust independent Board majority and regular executive sessions support effective oversight .
- Compensation alignment: Mix of cash and time-based RSUs with clear vesting; modest chair fee for governance role; no committee membership fees for non-chairs reduces pay inflation; ownership guidelines require meaningful skin-in-the-game within five years .
- Committee risk oversight: Participation across Compensation & Personnel and Underwriting & Risk enhances cross-functional oversight; Audit Committee and policy framework oversee related-party transactions; no specific Pacala-related party transactions disclosed .
- RED FLAGS: None disclosed specific to Pacala (no interlocks, no related-party transactions, no attendance issues). Note the presence of Shareholder Directors and historical resignations due to conflicts (Two Sigma) highlight ongoing vigilance; committee and policy frameworks appear responsive .