Kirstin Gould
James River Group HoldingsAbout Kirstin M. Gould
Kirstin M. Gould (age 58) has served on the James River Group Holdings, Ltd. (JRVR) Board since October 2021. She is a former EVP, General Counsel and Corporate Secretary of XL Group Ltd (now AXA XL) and brings deep expertise in corporate governance, risk management, insurance regulation, and insurance M&A; she is the Board’s sole “Legal and Regulatory” skill holder in JRVR’s skills matrix . She is deemed independent under Nasdaq standards and had at least 75% attendance across Board/committee meetings in 2024; JRVR’s Board met four times in person in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group Ltd (NYSE: XL; acquired by AXA S.A.) | EVP, General Counsel & Corporate Secretary; led Marketing & Communications (concurrent) | 2000–2018; GC from Sep 2007; Marketing & Comms 2007–2015 | Led legal, governance, and regulatory affairs through growth and ultimate sale to AXA |
| Association of Bermuda Insurers and Reinsurers (ABIR) | Chair, Policy Committee | 2005–2011 | Industry policy leadership for global P&C carriers |
| Dewey Ballantine LLP (NY) | Attorney | 1991–1995 | Corporate/legal practice foundation |
| Clifford Chance LLP (NY & London) | Attorney | 1996–2000 | Cross-border legal practice; finance/regulatory exposure |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Pacific Life Re Global Limited | Director | Current | Risk, Audit, Remuneration Committees |
| Pacific Life Re International Limited | Director | Current | Risk, Audit, Remuneration Committees |
| Harrington Advisors LLC | Founder | Current | Strategic advisory (M&A, governance, insurance regulatory) |
Board Governance
- Independence: JRVR Board determined Ms. Gould independent under Nasdaq standards .
- Committees: Chair, Nominating & Corporate Governance Committee (members: Gould, LaSala); Committee met four times in 2024 . Not listed on Audit or Compensation Committees .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024; Board held four in-person meetings .
- Board skills: Gould uniquely covers Legal & Regulatory; also Governance, Risk Management, Insurance expertise .
- Oversight posture: Audit Committee oversees related-party transactions, financial controls, and cybersecurity; Board reviews ERM quarterly .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Non-employee director |
| Committee chair fee (Nominating & Corporate Governance) | 12,500 | Chair premium |
| Total cash (reported) | 137,500 | Fees earned/paid in cash |
| All other compensation (RSU dividends at vest) | 402 | Dividends accrued on unvested RSUs, paid at vest |
Performance Compensation
Directors receive service-based RSUs (time-vest) — no performance metrics apply to director equity; vest in full on first anniversary of grant, with dividends accrued on unvested RSUs paid at vest .
| Equity Award | Grant Year | Grant-Date Fair Value ($) | Units (#) | Vesting |
|---|---|---|---|---|
| Annual RSU grant | 2024 | 50,000 | 5,102 | One-year cliff vest |
No options are granted to directors; no meeting fees disclosed. Anti-hedging and anti-pledging prohibitions apply to directors .
Other Directorships & Interlocks
- Pacific Life Re board roles (Risk, Audit, Remuneration) provide reinsurance sector oversight experience; no JRVR-related party transactions disclosed involving Gould. Related-party disclosures center on Gallatin Point (Series A Preferred) and Cavello Bay/Enstar equity and LPT/ADC arrangements; Audit Committee approves all related person transactions .
- No family relationships among directors or executive officers .
Expertise & Qualifications
- Education: BA, SUNY Albany (summa cum laude); JD, SUNY Buffalo School of Law (cum laude) .
- Skills: Corporate governance, risk, insurance regulation, M&A; unique Legal/Regulatory skill on JRVR Board .
Equity Ownership
| Holder | Common Shares Beneficially Owned (as of Sep 3, 2025) | % of Common Shares | Notes |
|---|---|---|---|
| Kirstin M. Gould | 16,704 | * (<1%) | Reflects SEC beneficial ownership rules |
| Unvested director RSUs outstanding at 12/31/2024 | 5,102 | n/a | Vest one year post-grant; RSU dividends accrue until vest |
Director Stock Ownership Guidelines:
- Non-employee directors must own JRVR common shares equal to 3x annual cash retainer within five years; retention requirements apply to post-vesting shares until compliant .
- Anti-hedging and anti-pledging policy prohibits hedging/pledging, short sales, derivatives, margin usage by directors .
Governance Assessment
- Board effectiveness: Gould’s independence, chair role in nominations/governance, and unique Legal/Regulatory expertise strengthen oversight—particularly board composition, director criteria, and governance policies .
- Alignment: Director equity is modest and time-vest, with ownership guidelines and anti-hedging/pledging improving alignment; she beneficially owns 16,704 shares .
- Conflicts: No related-party transactions disclosed involving Gould; Audit Committee processes and annual/quarterly reviews mitigate conflict risk . No family relationships reported .
- Engagement: Nominating & Governance Committee met four times in 2024; directors achieved ≥75% attendance; presence of annual board/committee self-evaluations indicates process rigour .
Signals for investors:
- Positive: Independent chair of Nominating & Governance; robust governance policies (clawback for executives; share ownership; anti-hedging); strong say-on-pay support (97.3% in 2024) reflects shareholder alignment .
- Watch items: Founder of a consulting firm (Harrington Advisors LLC) — ensure continued absence of related-party dealings; monitor reinsurance relationships (Pacific Life Re boards) for potential indirect conflicts, though none disclosed .
RED FLAGS
- None disclosed specific to Gould (no related-party transactions, no pledging/hedging, independence affirmed) .