Sarah Doran
James River Group HoldingsAbout Sarah Doran
Sarah C. Doran is Chief Financial Officer of James River Group Holdings, Ltd. (JRVR), serving since January 2017; she is 51 and also serves as a Director of JRVR’s U.K. holding company and a director/officer of most domestic subsidiaries . She holds an MBA from the University of Chicago and a BA in Government from the University of Notre Dame . During 2024, she was credited by the Compensation Committee with significant contributions to strategic execution—negotiating retroactive reinsurance transactions, closing the sale of JRG Reinsurance Company Ltd., securing an equity investment from Enstar, a preferred conversion by Gallatin Point, and driving a 10.8% increase in investment portfolio return . Context on company performance: total shareholder return (TSR) based on a fixed $100 investment was $13.16 in 2024 vs $24.44 in 2023; revenue and EBITDA trends are shown below to frame pay-for-performance discussion . Revenues/EBITDA data marked with an asterisk are from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allied World Assurance Company Holdings, AG | Senior Vice President, Strategy, Investor Relations and Treasurer | April 2013 – prior to Jan 2017 | Capital markets, investor relations, and treasury leadership at a global P&C insurer |
| Barclays (Financial Institutions Group) | Investment banker | Not disclosed | FIG advisory experience (capital, M&A) |
| Lehman Brothers (Financial Institutions Group) | Investment banker | Not disclosed | FIG advisory experience (capital, M&A) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JRVR U.K. holding company | Director | Not disclosed | Governance oversight of JRVR’s U.K. operations |
Fixed Compensation
Multi-year compensation (as disclosed) for Sarah Doran:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 544,167 | 568,333 | 572,000 |
| Retention Bonus ($) | — | — | 286,000 |
| Share Awards ($) | 590,236 | 549,985 | 571,987 |
| Non-Equity Incentive Plan Compensation ($) | 523,930 | 457,600 | 441,012 |
| All Other Compensation ($) | 48,737 | 41,170 | 28,444 |
| Total ($) | 1,707,070 | 1,617,088 | 1,899,443 |
2024 base salary and annual bonus target:
| Component | 2024 Value |
|---|---|
| Base Salary ($) | 572,000 |
| Target Bonus (% of Base) | 100% |
| Target Bonus ($) | 572,000 |
| Actual STI Payout ($) | 441,012 (77.1% of target) |
Notes:
- Base salaries were unchanged in 2024 vs 2023 for all NEOs .
- A one-time cash retention award equal to her STI target was granted July 25, 2024, vesting 50% on/near Dec 31, 2024 and 50% on/near June 30, 2025 .
Performance Compensation
Short-Term Incentive (STI) design and 2024 outcomes for Doran:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Adjusted Result | Contribution to Payout |
|---|---|---|---|---|---|---|---|
| Group Adjusted Combined Ratio | 33.3% | 99.9% | 93.9% | 87.9% | 117.6% | 99.5% | 18.0% of target (group portion) |
| Adjusted EBIT ($) | 33.3% | 76.7m | 128.8m | 180.9m | (9.2)m | 104.8m | 25.0% of target |
| Strategic Goals (Tech/Underwriting tools) | 33.3% | N/A | Met at Target | N/A | Met at Target | N/A | 33.3% |
- Adjustments excluded strategic review-related expenses, ADC premiums, and retention awards to preserve motivational integrity of STI metrics; Committee highlighted Doran’s central role in strategic execution .
- Resulting STI payout for Doran: 77.1% of target ($441,012) .
Long-Term Incentives (2024 grant mix and PRSU metrics):
| Equity Vehicle | Allocation | Vesting | Metrics / Payout Curve | Rationale |
|---|---|---|---|---|
| PRSUs | 50% | 3-year cliff | 50%/100%/200% of target for Threshold/Target/Max; Metrics: (i) Adjusted operating ROATCE; (ii) Growth in adjusted tangible common equity per share (equal weights) | Focus on underwriting profitability, core earnings, capital growth; aligns with long-term value |
| Service-Based RSUs | 50% | Three equal annual installments over 3 years | Value at vesting | Retention and alignment even in downturns |
2024 equity grant details for Doran (grant date 3/1/2024; Board action 2/15/2024):
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| PRSUs at Target | 3/1/2024 | 29,183 | 286,000 |
| Service-Based RSUs | 3/1/2024 | 29,183 | 286,000 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common Shares Beneficially Owned | 81,774 |
| Shares Outstanding (Common) | 45,922,507 as of Sept 3, 2025 |
| Unvested Service-Based RSUs (as of 12/31/2024) | 3/2/2022: 9,598; 3/1/2023: 7,384; 3/1/2024: 29,183 (Market values: $46,742; $35,960; $142,121 at $4.87) |
| Unvested PRSUs at Target (as of 12/31/2024) | 3/1/2023: 11,075; 3/1/2024: 29,183 (Market values: $53,935; $142,121 at $4.87) |
| Shares Acquired on Vesting During 2024 | 14,947; value realized $147,824 |
| Stock Ownership Guidelines | CFO required to own ≥3x base salary within 5 years; 75% net after-tax retention until compliant; PRSUs excluded from guideline value |
| Hedging/Pledging | Prohibited for directors, officers, employees |
Implications:
- RSU vesting cadence (annual for service-based; 3-year cliff for PRSUs) can create periodic selling pressure around vest dates absent retention requirements .
- Anti-hedging/anti-pledging mitigates alignment red flags .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Yes (CFO) |
| Separation Payment (No CIC) | Base salary/12 paid monthly for 24 months (termination without cause, for good reason, or non-renewal before CIC or >12 months after) |
| Separation Payment (With CIC, double trigger) | Base salary/12 paid monthly for 30 months (termination without cause, for good reason, or non-renewal within 12 months after CIC) |
| Health Benefits | Company share of premiums for 12 months post-termination |
| STI/Unpaid Bonus | Unpaid prior-year discretionary bonus paid on normal schedule; actual STI payouts per plan terms |
| Equity Acceleration (CIC) | RSU vesting accelerates; PRSUs assume target for payout if CIC occurs before settlement with qualifying termination |
| Restrictive Covenants | 12 months compliance required to receive separation benefits (no CIC acceleration condition) |
| Relocation Reimbursement | $100,000 from North Carolina under specified termination scenarios |
| Clawback | Dodd-Frank compliant recoupment for (re)statements or errors leading to material misstatement (3-year lookback) |
| Anti-Hedging/Anti-Pledging | Prohibited |
| One-Time Retention Award (2024) | $572,000; vested 50% on/near Dec 31, 2024 and 50% on/near June 30, 2025; no payout for “good reason” resignation; certain exceptions for involuntary terminations and CIC |
Performance & Track Record
- Strategic execution in 2024–2025: Doran was cited for negotiating/executing two retroactive reinsurance transactions, closing the sale of JRG Reinsurance Company Ltd., securing Enstar’s $12.5m equity investment, and facilitating a preferred conversion by Gallatin Point .
- Investment performance: Company net investment income rose 10.8% YoY in 2024; Committee specifically credited Doran with driving that increase .
- Segment context: E&S segment submission growth hit 5-year highs with 9% renewal rate increases in 2024; Specialty Admitted combined ratio improved to 92.2% (from 95.9%) .
Company TSR (value of $100 investment; oldest→newest):
| Year | TSR ($) |
|---|---|
| 2020 | 122.71 |
| 2021 | 74.51 |
| 2022 | 54.55 |
| 2023 | 24.44 |
| 2024 | 13.16 |
Company performance context (Revenues and EBITDA; oldest→newest):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 680,174,000* | 593,360,000* | 672,922,000* | 792,051,000* | 693,285,000* |
| EBITDA ($) | 29,127,000* | (94,493,000)* | 68,192,000* | 112,203,667* | (46,091,333)* |
Values retrieved from S&P Global.*
Compensation Committee Analysis and Governance Signals
- Compensation consultant: Aon’s Human Capital Solutions (independent; conflict assessment performed) .
- Peer group for pay benchmarking (property & casualty insurers): Amerisafe; Argo; Donegal; Employers; Global Indemnity; Hallmark; HCI; Kinsale; ProAssurance; RLI; SiriusPoint; United Fire; United Insurance Holdings; Universal Insurance Holdings .
- Pay practices: double-trigger CIC; ownership guidelines; clawback; capped bonuses/equity; no tax gross-ups on CIC; anti-hedging/pledging .
- Say-on-Pay approval: 97.3% support at 2024 AGM; annual vote cadence selected by shareholders .
Equity Ownership & Alignment (Detail)
Outstanding equity awards (as of 12/31/2024; market value at $4.87):
| Award Type | Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| Service-Based RSUs | 3/2/2022 | 9,598 | 46,742 |
| Service-Based RSUs | 3/1/2023 | 7,384 | 35,960 |
| Service-Based RSUs | 3/1/2024 | 29,183 | 142,121 |
| PRSUs at Target | 3/1/2023 | 11,075 | 53,935 |
| PRSUs at Target | 3/1/2024 | 29,183 | 142,121 |
Vesting mechanics:
- Service-Based RSUs: 1/3 per year over 3 years from grant .
- PRSUs: 3-year cliff subject to performance metrics and Committee discretion for unusual events .
Investment Implications
- Pay-for-performance alignment with caveat: Doran’s 2024 STI paid at 77.1% of target ($441k), but required Board adjustments to exclude strategic-review and ADC impacts—appropriate given long-term benefits, yet it masks near-term earnings softness; investors should monitor whether adjustments persist into future designs .
- Retention/continuity: Strong severance economics (24–30 months salary continuation; RSU accelerations on double trigger) plus a 2024 retention award reduce near-term departure risk, supporting execution continuity in JRVR’s strategic pivot .
- Alignment and potential supply: Meaningful unvested RSU balances and annual vesting can create periodic selling pressure; counterbalanced by strict anti-hedging/anti-pledging policies and ownership guidelines (3x salary) .
- Execution credibility: Committee’s explicit recognition of Doran’s role in ADCs, Enstar capital, preferred conversion, and improved investment returns supports confidence in capital/investment stewardship amid transformation .
- Governance quality: High Say-on-Pay support (97.3%), independent consultant, double-trigger CIC, clawback, and anti-pledging lower governance risk; peer benchmarking focused on P&C cohort .