Matthew Botein

About Matthew B. Botein

Matthew B. Botein (age 52) has served as an independent director of James River Group Holdings, Ltd. since January 2023. He is co‑founder and Managing Partner of Gallatin Point Capital LLC (since 2017), with prior roles as co‑head and CIO of BlackRock Alternative Investors (2009–2017) and advisor to BAI (2017–2020). He previously held senior investing roles at Highfields Capital Management and worked in the private equity groups at The Blackstone Group and Lazard Frères & Co. LLC. He holds a BA (magna cum laude) from Harvard College and an MBA (with high distinction; Baker and Loeb scholarships) from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Botein is independent under Nasdaq standards, explicitly considering Gallatin Point’s current and prior relationships with JRVR .
• Committee assignments: Chair, Investment Committee (with D. Langwell as member); Investment Committee met two in‑person times in 2024 and oversees implementation of JRVR’s investment policy . Not currently on Audit or Compensation committees; he served on the Compensation and Human Capital Committee for part of 2024 .
• Board activity: In 2024 the Board held four in‑person meetings; all directors attended at least 75% of Board and committee meetings they served on. JRVR also held informational videoconferences between meetings .
• AGM engagement: All nominees for re‑election attended the 2024 annual meeting .

Fixed Compensation

JRVR excludes the Gallatin Point‑designated director (Botein) from director compensation under the Investment Agreement; he received no cash retainer or equity grants for 2024.

Performance Compensation

Directors receive service‑based RSUs; no performance‑based equity (PSUs) or options for directors under the Non‑Employee Director Plan.

Other Directorships & Interlocks

• JRVR Compensation Committee interlocks: In 2024, Botein, LaSala, Migliorato, Sherman (former Chair), and Roberts (former Chair) served during portions of the year. No JRVR executive officer served on any board or compensation committee of an entity with executives serving on JRVR’s Board/Compensation Committee (no cross‑interlocks) .

Expertise & Qualifications

• Board skills: Botein identified with strengths in corporate governance, executive leadership, business operations, finance/capital management, investments, and M&A (Board skills matrix) .
• Financial acumen: Investment management and investment banking experience; public company board experience; insurance industry knowledge .

Equity Ownership

JRVR discloses substantial beneficial ownership by the “GPC Parties” (including GPC Thames, Gallatin Point, Botein and Sachs), with a 9.9% voting cap on Series A Preferred and as‑converted voting power.

• Share ownership guidelines: Non‑employee directors must reach 3x annual cash retainer within five years; Botein’s beneficial ownership via GPC far exceeds typical guideline thresholds .

Related Party Exposure and Conflicts

• Investment Agreement (Feb 24, 2022): JRVR issued 150,000 Series A perpetual cumulative convertible preferred shares to GPC Thames for $150M; agreement grants GPC Thames the right to designate one Board nominee (Botein) while holding ≥50% of as‑converted stake and ≥5% of common on an as‑converted basis .
• Amendment (Nov 11, 2024): Gallatin Point exchanged 37,500 Series A for 5,859,375 common shares at $6.40; optional conversion price reduced to $8.32; dividend fixed at 7% until Sept 30, 2029 then resets (5‑yr UST + 5.2%, max 8.0%); registration rights provided .
• Governance mitigants: Series A votes with common on an as‑converted basis but GPC’s voting capped at 9.9% of aggregate voting power, irrespective of economic stake .

Governance Assessment

• Alignment: Strong skin‑in‑the‑game through GPC’s 32.6% beneficial stake; Botein receives no JRVR director pay per Investment Agreement, reducing cash conflicts .
• Effectiveness: Chairs the Investment Committee overseeing portfolio policy; Board confirms his independence under Nasdaq despite sponsor affiliation; Board/committee meeting cadence and ≥75% attendance threshold met in 2024 .
• RED FLAGS:
  • Sponsor‑designation right and registration rights coupled with large economic stake present potential conflict and influence risks; monitor transactions with Gallatin Point and conversions/dividends on Series A .
  • Concentrated ownership (economic) despite 9.9% voting cap; continue monitoring for changes to voting rights or conversion limitations .
• Net view: Governance structure acknowledges and partially mitigates sponsor‑related conflicts via independence assessment, voting caps, and no director compensation for Botein; investors should track related‑party items, Investment Committee oversight quality, and any changes to preferred terms.

Appendix: Key Quantitative Disclosures