Joel Cavaness - Director | James River Group Holdings (JRVR) Executive Profile & Compensation

About Joel D. Cavaness

Independent, non‑executive director of James River Group Holdings, Ltd. (JRVR) since July 2025; age 64 as of September 3, 2025. Nearly four decades in specialty P&C distribution, most recently divisional Chairman at Arthur J. Gallagher & Co. and co‑founder/President of Risk Placement Services (RPS). Holds a B.S. in Business Administration from Southeast Missouri State University and professional designations CPCU and ARM. The Board has determined he is independent under Nasdaq standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Arthur J. Gallagher & Co.	Divisional Chairman, Americas Specialty	Through June 2025	Executive leadership across wholesale brokerage; distribution relationships in surplus lines
Risk Placement Services (RPS), subsidiary of Gallagher	Co‑Founder and President; later senior leadership	1997–2024	Built/led wholesale distribution platform; specialty E&S focus
International Special Risk Services, Inc.	President	1996–1997	Specialty insurance leadership
Crum & Forster Insurance Company (and other insurers)	Underwriting roles	Early career	Technical underwriting foundation

External Roles

Organization	Role	Tenure	Notes
Wholesale & Specialty Insurance Association (WSIA)	Director	2010–2022	Received WSIA’s Vincent Donahue/Charles McAlear Industry Award (2023)

Board Governance

Current JRVR roles: Director; member, Compensation & Human Capital Committee (Chair: Peter B. Migliorato; members: Joel D. Cavaness, Christine LaSala). Not a committee chair.
Independence: Board affirmed independence of Cavaness under Nasdaq standards.
Board structure and oversight: Non‑Executive Chair (Christine LaSala) since Feb 2025; Audit Committee oversees financial, cybersecurity and related‑party risks; Audit meets without management at least quarterly.
Director nomination: Identified via an independent search firm retained by the Nominating & Corporate Governance Committee.
Attendance benchmark: In 2024 (pre‑appointment), Board held four in‑person meetings and all directors met the ≥75% attendance threshold; committees also met regularly. (Context; not specific to Cavaness given his 2025 appointment.)

Fixed Compensation

Component	Amount/Terms	Applicability to Cavaness
Annual cash retainer (non‑employee directors)	$125,000 per year	Payable to non‑employee directors, including Mr. Cavaness
Equity retainer (RSUs)	$50,000 grant date fair value; Chair receives $100,000	Time‑vested; eligible on a pro‑rated basis for mid‑year appointees like Mr. Cavaness
Committee chair fees	Audit Chair: $25,000; Comp Chair: $12,500; Nominating Chair: $12,500	Not applicable (not a chair)
Pro‑rata equity for new directors	Pro‑rated RSUs vesting on first anniversary of standard grant date	Applies to mid‑2025 appointment

Form 8‑K confirms Mr. Cavaness will receive the same cash and equity compensation as other non‑employee directors.

Performance Compensation

Type	Terms	Notes
Performance‑based awards for directors	None disclosed	Non‑employee directors receive time‑vested RSUs; no performance metrics tied to director pay

Other Directorships & Interlocks

Category	Details
Current public company directorships	None disclosed for Mr. Cavaness
Prior public boards	Not disclosed (industry association board noted above)
Interlocks/conflicts	Form 8‑K states no Item 404(a) related‑party transactions; no arrangement/understanding underlying appointment. Audit Committee reviews/approves related‑party transactions.

Expertise & Qualifications

Deep specialty P&C distribution expertise; co‑founded and scaled RPS; executive leadership across wholesale brokerage.
Professional designations CPCU and ARM; B.S. Business Administration.
Board skills matrix indicates all directors, including Cavaness, bring Insurance Industry Expertise and Corporate Governance capabilities.
Governance signal: Identified by independent search; independence affirmed.

Equity Ownership

Item	Status
Beneficial ownership (common)	No common shares beneficially owned as of Sept 3, 2025; name listed with “—” in table.
Shares outstanding context	45,922,507 common shares outstanding as of Sept 3, 2025.
Ownership guidelines	Non‑employee directors: 3x annual cash retainer within 5 years; must retain 100% of net shares for 1 year post‑vesting and 75% thereafter until compliant.
Hedging/pledging	Prohibited for directors under insider trading policy.

Governance Assessment

Positives
- Independent director with highly relevant distribution expertise; brings relationships and operational insight to E&S‑focused strategy.
- Immediate placement on Compensation & Human Capital Committee; committee retains independent adviser (Aon) and had independence affirmed by the Board.
- Strong shareholder alignment frameworks: director ownership guidelines (3x retainer), anti‑hedging/pledging policy, annual board/committee evaluations.
- No related‑party transactions disclosed for his appointment; Audit Committee oversees related‑party approvals.
- Say‑on‑pay support at 97.3% in 2024 indicates broad investor confidence in compensation governance (broader signal for comp committee environment).
Watch items
- New appointee with no disclosed JRVR share ownership yet; guideline compliance period allows up to five years, but near‑term “skin‑in‑the‑game” may be limited until equity is acquired/vested.
- Background from a major wholesale broker (Gallagher/RPS) creates potential channel‑conflict optics; however, company disclosed no Item 404(a) related‑party transactions and has policies/committee oversight to manage conflicts.

Overall implication: Cavaness enhances board effectiveness in JRVR’s core E&S franchise while governance structures (independence, conflict‑review, director ownership rules) mitigate conflict risks. Near‑term ownership alignment should improve as pro‑rated director RSUs vest and as he advances toward the 3x retainer guideline.