Michael Hoffmann
James River Group HoldingsAbout Michael Hoffmann
Michael J. Hoffmann, age 60, serves as Senior Vice President and Group Chief Underwriting Officer at James River Group Holdings, Ltd. (JRVR) and has been in this role since November 2021; he previously served as Head of Risk & Ceded Reinsurance at Everest Insurance (Aug 2020–Nov 2021), spent 15 years at Allied World culminating as Global Insurance Chief Underwriting Officer, and 14 years at Chubb; he earned a B.A. in History from Swarthmore College . Recent performance-linked pay for Hoffmann is driven by Short‑Term Incentive Plan (STI) metrics including group adjusted combined ratio, adjusted EBIT, and strategic goals; for 2024, the Board exercised discretion to adjust metrics for strategic actions (E&S ADCs and strategic alternatives), resulting in a 77.1% of target payout for Hoffmann .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everest Insurance (Everest Re Group) | Head of Risk & Ceded Reinsurance | Aug 2020–Nov 2021 | Led ceded reinsurance and risk management functions supporting underwriting performance . |
| Allied World | Various roles; most recently Global Insurance Chief Underwriting Officer | ~15 years | Oversaw global insurance underwriting, portfolio management, and profitability discipline . |
| Chubb | Various underwriting roles (U.S. and Bermuda) | ~14 years | Built foundational underwriting expertise across geographies and product lines . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JRG Reinsurance Company Ltd. (JRVR subsidiary) | Director | Not disclosed; active during 2022–2023 proxies | Oversight of third‑party casualty reinsurance subsidiary aligned with corporate underwriting strategy . |
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $439,167 | $442,000 |
| Target Cash Incentive (% of base) | 75% (same as 2024) | 75% |
Performance Compensation
Short‑Term Incentive Plan (STI) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Adjusted Actual | Contribution to Target (%) |
|---|---|---|---|---|---|---|
| Group Adjusted Combined Ratio | 33.3% | 99.9% | 93.9% | 87.9% | 99.5% | 18.0% |
| Group Adjusted EBIT | 33.3% | $76.7m | $128.8m | $180.9m | $104.8m | 25.0% |
| Strategic Goals (technology and underwriting tools) | 33.3% | N/A | Achieved 100% of target | N/A | Met at target | 33.3% |
| Target STI Amount ($) | $331,500 (75% of $442,000) | |||||
| Actual STI Payout ($) | $255,586; 77.1% of target |
Notes:
- Board adjusted EBIT and group combined ratio to exclude expenses related to strategic alternatives, E&S ADCs premiums, and retention awards; segment leaders’ combined ratios were not adjusted .
Short‑Term Incentive Plan (STI) – 2023 Outcomes
| Metric | Actual Payout ($) | % of Target |
|---|---|---|
| STI (Hoffmann) | $265,200 | 80.0% |
Equity Grants (2024)
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Performance RSUs (PRSUs) at target | 3/1/2024 | 22,551 | $221,000 |
| Service‑Based RSUs | 3/1/2024 | 22,551 | $221,000 |
- PRSUs payout curve: 50% (threshold), 100% (target), 200% (maximum); linear interpolation; Committee may adjust for unusual events .
Stock Vested and Outstanding Equity Awards
| As of | Grant Date | Award Type | Unvested / Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 12/31/2023 | 3/2/2022 | Service‑Based RSUs | 11,707 | $108,173 |
| 12/31/2023 | 3/1/2023 | Service‑Based RSUs | 8,558 | $79,076 |
| 12/31/2023 | 3/1/2023 | PRSUs (unearned) | 8,558 | $79,076 |
Grant timing policy: annual awards granted second trading day post fiscal year‑end earnings release, to reflect market response in share count .
Compensation Summary (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $439,167 | $442,000 |
| Bonus / Retention Award ($) | — | $165,750 (cash retention) |
| Share Awards ($) | $424,990 | $442,000 |
| Non‑Equity Incentive ($) | $265,200 | $255,586 |
| All Other Compensation ($) | $27,884 | $30,825 |
| Total ($) | $1,157,241 | $1,336,161 |
All Other Compensation detail (2024): 401(k) $20,700; accrued RSU dividends $2,912; other $7,213 (includes tax preparation services) .
Equity Ownership & Alignment
| Beneficial Shares Owned (#) | % of Common Shares Outstanding |
|---|---|
| 9,115 | * (less than 1%) |
- Executive Share Ownership Guidelines: CEO 5x base salary; other executive officers 3x; directors 3x retainer; unvested Service‑Based RSUs count towards compliance, PRSUs do not; must retain 100% net‑after‑tax shares for one year and 75% until in compliance .
- Pledging/Hedging: Prohibited for directors, officers, employees; no short sales, margin accounts, or exchange‑traded derivatives .
Employment Terms
| Scenario (as of 12/31/2024) | Separation Payment ($) | Insurance ($) | Non‑Equity Incentive ($) | Service‑Based RSU Acceleration ($) | PRSU Acceleration ($) | Retention Award ($) |
|---|---|---|---|---|---|---|
| Without Cause (no Change in Control) | 442,000 | 34,586 | 255,586 | — | — | 165,750 |
| For Good Reason or Non‑Renewal (no Change in Control) | 442,000 | 34,586 | 255,586 | — | — | — |
| Without Cause or For Good Reason (with Change in Control) | 663,000 | 34,586 | 255,586 | 175,061 | 67,648 (at target) | 165,750 |
| Non‑Renewal (with Change in Control) | 442,000 | 34,586 | 255,586 | 143,274 | 67,648 | 165,750 |
| Death or Disability | — | — | 331,500 (target STI) | 143,274 | 67,648 | — |
| Retirement | — | — | — | — | — | — |
Key terms:
- Restrictive Covenants: Must comply for 12 months post‑termination (without cause, good reason, or non‑renewal) to retain separation benefits; CIC RSU acceleration not subject to restrictive covenants .
- 2024 Retention Award: $331,500 paid in two installments (Dec 31, 2024 and Jun 30, 2025), with earlier payment if termination without cause, death/disability, or upon change in control; CIC defined per 2014 LTIP .
- STI Adjustments: Board exercised discretion for 2023 and 2024 to exclude strategic actions’ impacts from adjusted EBIT and group adjusted combined ratio .
Performance Compensation Structure (Design)
| Element | CEO Target Mix (%) | Other NEO Target Mix (%) |
|---|---|---|
| Base Salary | 33% | 34% |
| Annual Bonus | 33% | 32% |
| Long‑Term Incentives | 34% (PRSUs 17%, RSUs 17%) | 34% (PRSUs 17%, RSUs 17%) |
Other Compensation and Perquisites
- Bermuda‑related benefits: tax equalization gross‑up payments and U.S. tax preparation for Hoffmann due to Bermuda work requirements, as applicable under employment agreement or LTIP .
Investment Implications
- Pay‑for‑performance calibration: Hoffmann’s 2024 STI payout was 77.1% of target ($255,586) after Board discretion to adjust EBIT and group combined ratio for strategic transactions; while justified as outside management control, repeated discretionary adjustments (also in 2023) weaken strict operating‑performance linkage and can inflate cash compensation versus unadjusted results .
- Retention dynamics: A dedicated cash retention award ($331,500 target; $165,750 reported in 2024 comp table) plus CIC‑accelerated vesting for RSUs/PRSUs indicates proactive retention measures amid strategic transitions; non‑CIC separation benefits require 12‑month restrictive covenant compliance, moderating near‑term departure risk but signaling the company’s sensitivity to leadership retention .
- Alignment and ownership: Hoffmann’s reported beneficial ownership (9,115 shares; <1%) is modest relative to 3x salary ownership guidelines, though Service‑Based RSUs count toward compliance; prohibition on pledging/hedging reduces misalignment risks; overall equity exposure derives mainly from ongoing RSU/PRSU grants rather than large pre‑existing holdings .
- Change‑of‑control economics: With CIC, separation moves to ~$663k vs $442k non‑CIC, with RSU/PRSU acceleration and retention award payout—economics that could incentivize stability pre‑transaction but also create event‑driven outcomes; non‑CIC scenarios still include STI and insurance components .
- Execution profile: Committee specifically credited Hoffmann’s role in negotiating/executing E&S ADCs and in delivering strategic technology/underwriting tools; incentive structures (PRSUs at 50/100/200% curve with rigorous targets) continue to reinforce multi‑year underwriting discipline .