Peter Migliorato - Director | James River Group Holdings (JRVR) Executive Profile & Compensation

About Peter B. Migliorato

Independent director since October 2022; age 66. Former Deloitte Consulting partner and North American Insurance Consulting practice leader; BA (History and Geology) from Oberlin College; Phi Beta Kappa. Core credentials: deep P&C insurance consulting, M&A execution, technology/data platforms; advisory board roles with AI/insurtech firms .

Past Roles

Organization	Role	Tenure	Committees/Impact
Deloitte Consulting	Partner; Lead Client Service Partner to insurance clients; North American Insurance Consulting practice leader	2001–2021	Led insurance consulting across P&C, life & retirement, employee benefits; growth/M&A and technology platform implementations
Emergence Consulting	Equity Partner	1998–2001	Strategy consultancy; equity partner responsibilities
C-Change Consulting	Equity Partner	1998–2001	Strategy consultancy; equity partner responsibilities
Marketing Technologies International	SVP, Marketing & Business Development	1997–1998	Data sciences firm; commercialization and BD
Gemini Consulting	Chief of Staff to CEO; led Insurance Practice	1985–1997	Cross-industry client service; practice leadership

External Roles

Organization	Role	Tenure	Notes
State Automobile Mutual Insurance Company	Director	Mar 2021–Mar 2022	Parent of State Auto Financial; board service until Liberty Mutual acquisition
Safekeep, Inc.	Advisory Board Member	Jun 2021–Feb 2022	Insurtech; exited via acquisition by CCCIS
Machine Cover, Inc.	Advisory Board Member	Since Jun 2021	Insurance technology company
Owl.co	Advisory Board Member	Since Apr 2023	AI-guided claims insights (insurtech)
Aniline	Advisory Board Member	Since Jan 2024	US-based AI data sciences firm

Board Governance

Committee assignments: Compensation & Human Capital Committee Chair; Audit Committee member; not listed on Nominating & Corporate Governance; Investment Committee not included .
Independence: Board determined Miguelorato is independent under Nasdaq rules .
Attendance: Board held four in-person meetings in 2024; all directors attended at least 75% of the aggregate board/committee meetings served .
AGM engagement: All directors nominated for re-election attended the 2024 annual meeting .

Fixed Compensation

Policy framework for non-employee directors:

Annual cash retainer: $125,000; RSUs $50,000 grant-date fair value; Chairperson RSUs $100,000; Committee chair fees: Audit $25,000; Compensation/Nominating $12,500 per year; RSUs vest in full on first anniversary .
Director recommended by Series A preferred holder (Gallatin Point nominee) receives no compensation; not applicable to Migliorato .

2024 (paid in 2024) — Peter B. Migliorato:

Component	Amount (USD)
Cash fees paid	$132,864
Stock awards (RSUs, grant-date fair value)	$50,000
Other (dividends on unvested RSUs at vesting)	$402
Total	$183,266

RSU grant detail (2024 directors):

Grant	Shares
Annual RSU grant (Migliorato)	5,102

Performance Compensation

Directors do not receive performance-based pay. As Compensation & Human Capital Committee Chair, Migliorato oversees design and outcomes of executive pay programs (STI/LTI). Key 2024 STI metrics and outcomes used for executive payouts:

Metric	Threshold	Target	Maximum	Actual	Adjusted	Weighting Result
Group Adjusted Combined Ratio	99.9%	93.9%	87.9%	117.6%	99.5%	18.0% of target (group)
E&S Segment Adjusted Combined Ratio	93.4%	87.4%	81.4%	115.1%	94.9%	0% of target (segment leader only adjustment)
Specialty Admitted Segment Adjusted Combined Ratio	93.4%	87.4%	81.4%	92.2%	91.8%	25.7% of target
Group Adjusted EBIT	$76.7m	$128.8m	$180.9m	$(9.2)m	$104.8m	25.0% of target
Strategic Goals	N/A	N/A	N/A	Met at Target	N/A	33.3% of target

The Committee adjusted 2024 STI calculations to exclude strategic review costs, retroactive reinsurance premiums (E&S ADC and Top-Up ADC), and retention awards; payouts ranged 59.1%–93.1% of target depending on role .

LTI (executives): PRSUs based on three-year adjusted operating ROATCE and growth in adjusted tangible common equity per share; service-based RSUs vest over three years .

Other Directorships & Interlocks

No disclosed related-party transactions involving Migliorato or his advisory companies; 2024–2025 related-party sections focus on Gallatin Point (Series A preferred; board designee Botein) and Enstar/Cavello Bay strategic transactions .
Compensation consultant: Aon plc’s Human Capital Solutions engaged as independent advisor; Committee evaluated independence under SEC/Nasdaq; concluded no conflicts. Note an Aon affiliate provided insurance brokerage services to JRVR in 2023; independence review considered this and still concluded independence .

Expertise & Qualifications

Insurance industry expertise across P&C, life & retirement, and employee benefits; M&A execution; technology/data platforms; growth strategy implementation .
Board-level governance experience; oversight of executive compensation programs; alignment of pay and strategy .

Equity Ownership

Holder	Beneficial Ownership (Common)	% of Outstanding	Notes
Peter B. Migliorato	25,615	<1%	As of Sept 3, 2025; directors required to own ≥3x cash retainer within five years; RSUs counted per guideline rules; PRSUs excluded .

Ownership and trading policies:

Share ownership guidelines: non-employee directors must reach 3x annual cash retainer within five years; retention requirements on vested shares until compliant .
Anti-hedging/anti-pledging: Directors prohibited from pledging, hedging, short sales, margin accounts, or trading derivatives on JRVR stock .

Governance Assessment

Strengths
- Independent director; chairs Compensation & Human Capital Committee; member of Audit Committee, enhancing pay oversight and financial controls .
- Active engagement: ≥75% attendance threshold met in 2024; AGM attendance in 2024 by all nominated directors .
- Pay governance: Use of independent consultant (Aon), robust clawback policy for executives, clear STI and LTI frameworks; strong say-on-pay support (97.3% in 2024) indicating investor confidence in pay practices .
- Director compensation structure mixes cash and equity (RSUs) to align interests; ownership guidelines reinforce alignment .
Watch items
- Committee exercised substantial discretion to adjust 2024 STI metrics upward, increasing payouts despite negative unadjusted results; continued scrutiny warranted on calibration of adjustments vs. performance rigor .
- Consultant independence: while Aon independence was affirmed, presence of other Aon affiliate services historically (insurance brokerage) may attract investor questions; transparency and continued independent oversight remain key .
- Significant shareholder influence: Gallatin Point’s preferred equity terms include a board designee (Botein); while unrelated to Migliorato, concentrated ownership may affect board dynamics and should be monitored for potential conflicts across committees .
No disclosed related-party transactions involving Migliorato; Audit Committee oversees and approves any director/executive related-party transactions per policy .