Jeanette Miller
James River Group HoldingsAbout Jeanette Miller
Jeanette L. Miller is Chief Legal Officer (CLO) of James River Group Holdings, Inc. (JRVR), serving since April 2021; she previously was Assistant General Counsel from October 2018. She is 46 (as of Sept 3, 2025), holds a B.S. in Business Administration (University of Maine) and a J.D. from Columbia Law School, with prior legal roles at International Farming Corporation, CIFC LLC, and Milbank LLP . Company performance during her tenure: the value of a $100 investment (TSR proxy measure) was $74.51 in 2021, $54.55 in 2022, $24.44 in 2023, and $13.16 in 2024; Adjusted EBIT was $91.8m (2024), $116.8m (2023) and $91.8m (2022) per proxy disclosures . Revenues and EBITDA for the last three fiscal years are shown below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $672,922,000* | $792,051,000* | $693,285,000* |
| EBITDA ($USD) | $68,192,000* | $112,203,667* | $(46,091,333)* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| International Farming Corporation LLC | Corporate Counsel & Deputy Compliance Officer | May 2017 – Oct 2018 | Supported compliance and legal for a privately owned institutional investment manager focused on agriculture . |
| CIFC LLC (alternative credit asset manager) | Assistant General Counsel | Dec 2011 – Jun 2016 | Advised on alternative credit matters and corporate legal issues . |
| Milbank LLP | Attorney, Alternative Investments Practice | 2006 – 2011 | Practiced in alternative investments; institutional fund matters . |
External Roles
No public-company directorships or external board roles disclosed for Ms. Miller .
Fixed Compensation
Individual compensation detail for Ms. Miller is not disclosed; she was not listed as a Named Executive Officer (NEO) in JRVR’s 2024/2025 proxy Summary Compensation Tables . Company-wide executive pay structure (for NEOs and senior leadership) includes:
- Base salary (no NEO increases in 2024) .
- Short-Term Incentive (STI): Target typically 100% of base for CEO, CFO and segment CEOs; 75% for certain roles (e.g., Group CUO). Payout range 50%–150% of target based on performance .
- Long-Term Incentives (LTI): 50% PRSUs (3-year cliff) + 50% Service-Based RSUs (vest 1/3 annually over 3 years), with target grant value ≈100% of base salary .
Performance Compensation
Company metrics and vesting mechanics governing executive incentives:
| Component | Metric | Weighting | Threshold | Target | Maximum | 2024 adjusted performance/outcome |
|---|---|---|---|---|---|---|
| STI Financial | Group Adjusted Combined Ratio | 33.3% (group leaders) | 99.9% | 93.9% | 87.9% | Adjusted 99.5%; contributed 18.0% of target weighting for group leaders . |
| STI Financial | Adjusted EBIT | 33.3% | $76.7m | $128.8m | $180.9m | Adjusted $104.8m; contributed 25.0% of target weighting . |
| STI Strategic | Strategic goals (technology, underwriting tools) | 33.3% | n/a | Target | n/a | Achieved at 100% of target . |
| LTI PRSUs | Adjusted operating return on avg adjusted tangible common equity | 50% of PRSU | 50% payout | 100% payout | 200% payout | 3-year performance; payout scales by performance; committee may adjust for unusual events . |
| LTI PRSUs | Growth in adjusted tangible common equity per common share | 50% of PRSU | 50% payout | 100% payout | 200% payout | 3-year performance; payout scales by performance . |
| LTI RSUs | Service-based vesting | 50% of LTI | n/a | 1/3 per year | n/a | 3-year pro-rata vesting . |
Notes:
- For 2024 STI, the board adjusted calculations to exclude strategic transaction costs and retroactive reinsurance premiums to preserve motivational integrity of the plan .
- Segment leaders had differentiated weighting/outcomes; overall STI payouts for group leaders were ≈77.1% of target, reflecting adjusted results .
Equity Ownership & Alignment
| Policy/Guideline | Provision |
|---|---|
| Executive share ownership guidelines | CEO: 5× base salary; Other executive officers: 3× base salary; Directors: 3× cash retainer; five-year compliance period; retention of 100% net-after-tax shares for 1 year, and 75% until in compliance; PRSUs not counted toward guidelines; RSUs valued at greater of market price/grant price/vesting-date price . |
| Anti-hedging/anti-pledging | Directors, officers, and employees are prohibited from hedging, pledging, short sales, margin accounts, and trading in derivatives on company securities . |
| Insider trading policy and pre-clearance | CLO and CFO serve as Compliance Officers; restricted persons (including officers) require pre-clearance for trades; trading windows and blackout periods enforced; robust definitions of material nonpublic information and restrictions on tipping/trading while in possession of MNPI . |
No individual disclosure of Ms. Miller’s beneficial share ownership was provided; only group totals for all directors/executive officers are disclosed in proxy tables in certain years .
Employment Terms
| Area | Provision/Practice |
|---|---|
| Employment agreements (NEOs) | Provide separation benefits for terminations without cause/for good reason/non-renewal, including salary continuation and post-employment health coverage; double-trigger requirements for change in control (CoC) for severance and equity acceleration; no excise tax gross-ups on CoC payments . |
| Clawback | Executive incentive compensation subject to recovery for restatements or errors that would cause material misstatement; lookback up to 3 years; enforcement to fullest extent permitted by law . |
| Say-on-pay and shareholder feedback | Say-on-pay approved at 2024 annual meeting with ~97.3% support; 2025 meeting approved NEO compensation on a non-binding basis (votes: 21,090,315 For; 12,177,107 Against; 781,982 Abstain) . |
| Compensation governance | Independent Compensation & Human Capital Committee; use of independent consultant (Aon); peer benchmarking; pay-for-performance emphasis; caps on bonuses and equity . |
Performance & Track Record
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR proxy) | $54.55 | $24.44 | $13.16 |
| Adjusted EBIT ($USD thousands, proxy measure) | $91,827 | $116,823 | $104,800 |
Key business actions in 2024/2025 affecting incentives and risk: sale of JRG Re, execution of loss portfolio transfer/adverse development covers, and strategic partnership/equity investment with Enstar; management emphasized technology and underwriting process improvements, favorable rate actions, and segment profitability focus .
Investment Implications
- Alignment: Strong anti-hedging/anti-pledging and ownership guidelines (3× salary for execs) reduce misalignment and mitigate forced selling risk; pre-clearance and blackout controls lower insider trading/selling pressure risk .
- Incentive quality: STI tied to adjusted combined ratio and adjusted EBIT, plus strategic goals; LTI uses multi-year PRSU metrics on adjusted tangible equity returns/growth. The 2024 board adjustments reflect flexibility to exclude strategic items, sustaining motivation but introducing discretion risk; overall, incentive design focuses on underwriting profitability and capital stewardship .
- Retention risk: 2024 cash retention awards were granted to selected NEOs (excluding CEO); Ms. Miller is not disclosed as recipient. Governance policies (double-trigger CoC, no excise tax gross-ups, clawbacks) and committee structures support retention while protecting shareholders .
- Execution risk: TSR declines through 2024 highlight market and strategic-transition headwinds; however, Adjusted EBIT remained positive with de-risking transactions completed. Monitoring future STI/LTI outcomes and any changes to metrics or peer benchmarking is warranted .
Data gaps: JRVR does not disclose individual compensation, equity grants, or ownership amounts for Ms. Miller in proxies; analysis relies on company-wide executive policies and incentive frameworks.