Frank D'Orazio
James River Group HoldingsAbout Frank D'Orazio
Frank N. D’Orazio is Chief Executive Officer and a director of James River Group Holdings, Ltd., serving since November 2020; he is 57 years old and holds a B.A. from Fairfield University . He previously held senior underwriting, risk, and operating roles at Allied World (2003–2020), Munich-American Re-Insurance (1994–2003), and Chubb (1990–1994), bringing extensive insurance, underwriting, and enterprise risk management expertise . In 2024, JRVR executed strategic actions (sale of JRG Re, retroactive reinsurance covers, and equity investments), delivered 10.8% growth in net investment income, a Specialty Admitted segment combined ratio of 92.2%, and group Adjusted EBIT of $104.8 million (after STI adjustments), while Excess & Surplus Lines maintained >$1.0B GWP and 9% renewal rate change . Pay-versus-performance TSR value for a fixed $100 investment stood at $13.16 for 2024, highlighting equity underperformance versus peers in recent years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allied World Assurance Company Holdings | Corporate COO & Chief of Staff | 2019–2020 | Enterprise operations, risk oversight, and execution across global P&C and specialty insurance |
| Allied World Assurance Company Holdings | President, Underwriting & Global Risk | 2014–2019 | Underwriting leadership and enterprise risk management across international insurance |
| Allied World Ltd. | President — Bermuda & International Insurance | 2009–2014 | Led Bermuda and international insurance operations, underwriting expansion |
| Allied World (earlier roles) | Increasing responsibility in general casualty and underwriting | 2003–2009 | Built core casualty underwriting capability |
| Munich-American Re-Insurance | Underwriting and management positions | 1994–2003 | Reinsurance underwriting and portfolio management |
| Chubb Group | Excess casualty underwriting positions | 1990–1994 | Primary and excess casualty underwriting foundation |
External Roles
No external public company board roles for D’Orazio were disclosed in the proxy’s executive officer biography section .
Fixed Compensation
| Item (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 912,500 | 959,318 | 966,625 |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual STI Bonus Paid ($) | 881,155 | 773,300 | 745,268 |
| Share Awards ($) | 1,274,998 | 924,967 | 966,613 |
| All Other Compensation ($) | 53,282 | 63,106 | 30,747 |
| Total Compensation ($) | 3,121,935 | 2,720,691 | 2,709,253 |
Perquisites (2024, CEO):
- 401(k) plan contribution: $20,700
- Accrued dividends paid upon RSU vesting: $9,534
- Other (company-paid life insurance): $513
Performance Compensation
| Metric | Weighting | Threshold | Target | Max | Actual | Adjusted Result | Payout Basis |
|---|---|---|---|---|---|---|---|
| Group Adjusted Combined Ratio | 33.3% (group portion for group leaders) | 99.9% | 93.9% | 87.9% | 117.6% | 99.5% | 18.0% of target for group portion |
| Group Adjusted EBIT | 33.3% | $76.7m | $128.8m | $180.9m | $(9.2)m | $104.8m | 25.0% of target |
| Strategic Goals | 33.3% | N/A | Achieve 100% | N/A | Met at Target | N/A | 33.3% |
Notes:
- 2024 STI metrics were adjusted to exclude strategic review expenses, premiums paid for the E&S ADC and Top Up ADC, and retention awards, to preserve motivational intent; CEO received 77.1% of target STI payout ($745,268) based on adjusted performance .
- CEO target STI equals 100% of base salary; maximum is 150% of target; threshold is 50% of target .
Equity Awards (Structure and 2024 Grants)
| Equity Vehicle | 2024 Allocation | Vesting | Performance Metrics | CEO 2024 Grant (Value / Shares) |
|---|---|---|---|---|
| PRSUs | 50% of LTI | 3-year cliff | Evenly weighted: adjusted operating ROATCE and growth in adjusted tangible common equity per share over 3 years | $483,313 / 49,317 PRSUs at target |
| Service-Based RSUs | 50% of LTI | 1/3 per year over 3 years | Time-based | $483,313 / 49,317 RSUs |
Outstanding CEO equity as of 12/31/2024:
- Unvested Service-Based RSUs: 20,732 (3/2/2022), 12,418 (3/1/2023), 49,317 (3/1/2024)
- Unvested PRSUs (at target): 18,626 (3/1/2023), 49,317 (3/1/2024)
- No stock options outstanding; none exercised in 2024 .
Vesting schedules:
- Service-Based RSUs granted in 2023–2024 vest in three equal annual installments starting on first anniversary of grant; 2022 RSUs vest in three equal annual installments from grant date (subject to plan terms) .
PRSU definitions and rigor:
- Adjusted operating ROATCE uses 3-year average adjusted net operating income and 4-year average adjusted tangible common equity; growth in adjusted tangible common equity per share measured over performance period; payouts: 50% at threshold, 100% at target, 200% at max, with committee discretion for unusual events .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (CEO) | 246,203 common shares as of Sep 3, 2025; less than 1% of outstanding |
| Shares outstanding (common) | 45,922,507 as of Sep 3, 2025 |
| Stock ownership guidelines | CEO required to beneficially own shares equal to 5x annual base salary within five years; retention requirements apply to net-after-tax shares until compliance |
| Hedging/pledging | Prohibited for directors, officers, and employees; no margin accounts or exchange-traded options |
| Options | None outstanding as of year-end 2024 |
Upcoming insider selling pressure considerations:
- Time-based RSU vesting in March each year (for 2023–2024 grants) may create periodic sell-to-cover activity; anti-hedging/pledging policies apply, and ownership retention rules require 100% net-after-tax shares held for one year and 75% held until guideline compliance .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Role start date | CEO and director since November 2020 |
| Contract amendment (July 2024) | Post–change-in-control severance incorporates target STI into severance base |
| Severance (no CIC) | 18 months of base salary paid monthly; 18 months of health benefits; STI per plan exceptions |
| Severance (within 12 months after CIC) | 36 months of (base + target STI) paid monthly; health benefits; double trigger required for equity acceleration per plan |
| STI payout on termination | Pro-rated per plan in specified cases (death/disability at target; qualifying retirement/without cause/good reason based on actual results; CIC followed by qualifying termination) |
| Equity acceleration | 2023+ Service RSUs: accelerate on CIC followed by qualifying termination; PRSUs: settle based on actual performance, pro-rated for employment period in qualifying cases; 2022 Service RSUs accelerate upon CIC followed by qualifying termination |
| Clawback | Dodd-Frank compliant policy; 3-year lookback for restatements or errors that would result in material misstatement; enforced unless impracticable |
| Tax gross-ups | No excise tax gross-ups on change-in-control payments |
| Non-compete / non-solicit | Restrictive covenants apply; for CEO, compliance required for 18 months to receive separation benefits |
Quantified CEO termination benefits (illustrative, as of 12/31/2024):
| Scenario | Separation Payment | Insurance | STI | Service RSUs | PRSUs |
|---|---|---|---|---|---|
| Without cause / Good reason / Non-renewal (no CIC) | $1,449,938 | $38,976 | $745,268 | — | — |
| Without cause or Good reason (with CIC) | $5,799,752 | $38,976 | $745,268 | $425,585 | $147,629 (assumes target) |
Board Governance
- Board service: D’Orazio is a director nominee; Non-Executive Chair is Christine LaSala (since Feb 2025); seven directors are independent under Nasdaq rules .
- Committees: Audit (Chair Brown), Compensation & Human Capital (Chair Migliorato), Nominating & Corporate Governance (Chair Gould), Investment (Chair Botein); CEO is not a member of any committee but attends portions of all meetings .
- Attendance: Board held four in-person meetings in 2024; all directors attended ≥75% of board and committee meetings .
- Risk oversight: Board delegates financial/cyber/investment/compensation risk oversight to committees; CEO leads management risk process with quarterly ERM reviews .
- Independence guardrails: Non-Executive Chair structure; independence determinations consider Gallatin Point’s designation rights and related transactions .
Dual-role implications:
- CEO + Director without chair responsibilities, with independent Non-Executive Chair and fully independent key committees, mitigates typical CEO-chair concentration risks; CEO does not sit on committees, limiting direct influence on compensation and audit oversight .
Director & Shareholder Matters
- Director compensation pertains to non-employee directors; CEO does not appear in the non-employee director compensation table; non-employee directors receive $125,000 cash retainer and $50,000 RSUs (Chair receives $100,000 RSUs); certain chair fees apply .
- Say-on-pay approval: 97.3% support at 2024 annual meeting; future say-on-pay votes to be held annually .
Compensation Committee & Peer Group
- Independent consultant: Aon’s Human Capital Solutions engaged; independence affirmed; scope includes peer group and design advice .
- Peer group (property & casualty insurers with revenue/assets ~0.5x–2.0x JRVR): Includes Amerisafe, Argo Group, Employers Holdings, Kinsale Capital Group, ProAssurance, RLI, SiriusPoint, Universal Insurance Holdings, and others; used for positioning targets and design .
Related Party Transactions
- Gallatin Point (GPC Thames) Series A Preferred ($150M, 2022) with board designation rights; November 2024 amendment converted 37,500 preferred into 5,859,375 common at $6.40; revised conversion and fixed dividend terms (7% until 2029); director Botein is Gallatin Point co-founder/Managing Partner .
- Cavello Bay (Enstar affiliate) $12.5M common at $6.40 and E&S Top Up ADC with $75M limit; investment agreements and registration rights disclosed; related investment arrangement with Sixth Street in April 2025 .
Risk Indicators & Red Flags
- STI metric adjustments (excluding strategic review expenses, ADC premiums, and retention awards) increased payouts despite low unadjusted results—introduces discretion risk; CEO payout 77.1% of target with adjusted EBIT $104.8M vs negative unadjusted EBIT, and group ACR adjusted to 99.5% vs 117.6% actual .
- Anti-hedging/pledging policy reduces alignment risk (no hedging, pledging, margin, or exchange-traded options) .
- No excise tax gross-ups; double-trigger CIC for equity and severance—shareholder-friendly .
- Strong say-on-pay support suggests limited shareholder concern on pay alignment .
- Related party dynamics (Gallatin Point designation) monitored under independence policies; board considered relationships in independence determinations .
Investment Implications
- Alignment: LTI structure emphasizes capital-based PRSU metrics (ROATCE and tangible common equity per share), time-based RSUs for retention, and stringent anti-hedging/pledging—positive for long-term value creation incentives .
- Retention and CIC economics: CEO severance is substantial under CIC (36 months base + target STI) and meaningful otherwise (18 months base), with double-trigger equity acceleration—consider takeover scenarios and potential dilution/expense impacts .
- Near-term trading signals: Annual 1/3 RSU vesting cadence for 2023–2024 grants may drive periodic sell-to-cover; beneficial ownership is <1%, so ownership-based selling pressure is likely modest; retention rules require post-vest holding for one year and 75% until guideline compliance .
- Governance mitigants: Non-Executive Chair and independent committees reduce dual-role risk; however, STI discretion warrants monitoring for future adjustments and pay-for-performance integrity, especially given low unadjusted EBIT and elevated combined ratio .