Dennis Langwell

About Dennis J. Langwell

Dennis J. Langwell, age 67, has served on JRVR’s Board since April 2023. He retired from Liberty Mutual, where he was Vice Chairman of Insurance Operations; earlier he led Global Risk Solutions (2018–2021) and served as EVP & CFO (2003–2018). He began his career at KPMG and holds a B.S. in Accounting (magna cum laude) from Providence College; he is a former CPA and is identified by JRVR as an Audit Committee Financial Expert. Current external roles include boards of Safety Insurance Group and Companion Protect; he is Chairman of the USS Constitution Museum, a trustee of Providence College, and an advisory board member at Owl.co (since January 2024) .

Past Roles

External Roles

Board Governance

• Committee memberships (JRVR): Audit Committee (member; designated “audit committee financial expert”) and Investment Committee (member) .
• Independence: Board determined Langwell is independent under Nasdaq standards and SEC rules .
• Attendance: In 2024, all directors attended at least 75% of Board and committee meetings on which they served; Board held four in-person meetings, Audit Committee held four, Investment Committee held two .
• Board chair: Non-Executive Chairperson is Christine LaSala (since Feb 2025) .

Fixed Compensation (Director)

Performance Compensation (Director)

The Non-Employee Director Plan authorizes additional award types (options, SARs, performance shares) and performance-based awards; however, JRVR has historically granted only service-based RSUs to non-employee directors .

Director Compensation (2024 detail)

Other Directorships & Interlocks

• Public boards: Safety Insurance Group, Inc. (SAFT) .
• Private boards/advisory: Companion Protect and Owl.co (advisory) .
• Interlocks: JRVR director Peter B. Migliorato also serves as an advisory board member to Owl.co (since April 2023), creating a shared external network tie with Langwell; no JRVR related-party transactions with Owl.co disclosed .

Expertise & Qualifications

• Financial and accounting expertise (former CFO; Audit Committee Financial Expert designation) .
• Deep P&C insurance operations experience (Liberty Mutual executive leadership) .
• Boardroom experience across public and non-profit institutions .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director; designated Audit Committee Financial Expert; sits on Audit and Investment Committees, aligning with his finance and insurance background .
  • Consistent engagement: Board/committee attendance threshold met; participates in risk oversight roles (audit, cybersecurity, investments) .
  • Ownership alignment framework: JRVR’s director ownership guidelines require 3x cash retainer within five years and impose share-retention rules, supporting long-term alignment (compliance status by director not disclosed) .
  • Transparent, simple director pay structure: cash retainer plus service-based RSUs with one-year vesting; no options or performance-conditioned awards to directors, reducing complexity and risk of misaligned incentives .

• Potential conflicts/monitoring points

  • External advisory interlock: Shared Owl.co advisory board involvement with another JRVR director (Migliorato) could merit routine related-party oversight; JRVR states the Audit Committee reviews and approves related-person transactions and no Owl.co transactions are disclosed .
  • Investment Committee dynamics: Serves alongside GPC designee (Botein chairs Investment Committee), while GPC is a significant preferred/common holder with board nomination rights; independence has been affirmed by JRVR, but governance teams should continue monitoring for potential influence and conflicts .

• Compensation risk indicators

  • No meeting fees or discretionary bonuses for directors; equity grants are modest and time-based, reducing pay-for-performance distortion at the board level .
  • The Non-Employee Director Plan includes clawback and non-compete provisions, and allows acceleration subject to plan limits—mitigating misconduct risk while preserving flexibility in corporate actions .

Compensation Committee Analysis (Context)

• Composition: Compensation and Human Capital Committee comprised of Peter B. Migliorato (Chair), Joel D. Cavaness, and Christine LaSala; all independent .
• Consultant: Aon’s Human Capital Solutions retained in 2024; committee documented independence evaluation and scope (peer group review, design advice) .
• Shareholder feedback: 2024 Say-on-Pay passed with ~97.3% support, indicating strong investor alignment with compensation governance (for NEOs; directional governance signal) .

RED FLAGS

• None disclosed specific to Langwell: No related-party transactions, loans, pledging, hedging, or legal proceedings were reported for him in JRVR’s proxy .
• Monitoring suggested: Shared Owl.co advisory ties; Investment Committee alongside significant investor’s designee—appropriate to keep under Audit/Nominating oversight for continued independence and conflicts review .

Overall signal: Langwell’s finance and P&C operating credentials strengthen JRVR’s audit and investment oversight. Pay structure is straightforward and aligned; independence validated. Interlocks appear manageable under existing policies but warrant ongoing monitoring for potential conflicts .