Thomas Brown

About Thomas L. Brown

Thomas L. Brown, age 69, has served as an independent director of James River Group Holdings, Ltd. since October 2021. He retired in 2019 as Senior Vice President and Chief Financial Officer of RLI Corp., previously serving as Vice President and CFO from 2011 to 2017, and was a partner at PricewaterhouseCoopers LLP for ten years as the Central Region Financial Services Leader. He holds a B.S. in Accounting from Illinois Wesleyan University and is a Certified Public Accountant; the Board identifies him as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Audit Committee Chair; members: Brown (Chair), Dennis J. Langwell, Christine LaSala, Peter B. Migliorato; Audit Committee held four in-person meetings in 2024. The Board determined all Audit Committee members are independent under Nasdaq and Exchange Act Rule 10A-3; Brown is identified as an “audit committee financial expert.”
• Board meetings: four in-person meetings in 2024; all directors attended at least 75% of Board and committee meetings served.
• Independence: The Board assessed independence under Nasdaq standards; Brown is classified as independent.
• Risk oversight: As Audit Chair, Brown’s committee oversees financial risks, financial controls, cybersecurity risks, internal audit, and potential conflicts of interest; full Board receives annual IT/cyber updates.
• Audit Committee report: Recommended inclusion of audited FY2024 financials in Form 10-K after independence and PCAOB-required discussions with EY.

Fixed Compensation

• Program: Non-employee directors receive an annual cash retainer of $125,000 and annual RSU grant with fair value of $50,000; Audit Committee Chair receives an additional $25,000 cash; other committee chairs receive $12,500. RSUs vest in full on the first anniversary of grant; chair RSU value is $100,000 (for Board Chair only).

• RSU counts granted to directors in 2024: Brown received 5,102 RSUs; these were the only outstanding awards held at year-end (directors).

Performance Compensation

• Non-employee director equity is service-based RSUs only; no performance-based equity or bonus metrics apply to directors under the Non-Employee Director Incentive Plan.

Other Directorships & Interlocks

The Board explicitly considered relationships with Gallatin Point in independence determinations; Brown remained independent. No Brown-specific related-party transactions are disclosed in the proxy sections reviewed.

Expertise & Qualifications

• Former CFO of RLI Corp.; deep P&C insurance financial leadership.
• PwC partner leading regional financial services; audit/accounting proficiency.
• Certified Public Accountant; designated Audit Committee Financial Expert.
• Board skill matrix: finance/capital management, risk management, insurance industry, corporate governance.

Equity Ownership

No pledging or hedging of company stock by directors is disclosed in the sections reviewed; guidelines define valuation and retention rules.

Governance Assessment

• Strengths: Brown is an independent director, Audit Committee Chair, and Audit Committee Financial Expert with CFO and Big Four experience—strong alignment with JRVR’s risk/financial oversight needs. Board and committee attendance met thresholds; Audit Committee actively engaged with EY on independence and PCAOB matters.
• Alignment: Compensation structure emphasizes fixed retainer plus modest annual RSUs; share ownership guidelines and post-vesting retention support “skin-in-the-game” for directors.
• Potential Conflicts: No Brown-related-party transactions disclosed; independence affirmed. External public board (ONB) raises typical monitoring considerations for time commitment, but no JRVR conflict is indicated.
• RED FLAGS: None observed in the proxies reviewed regarding attendance shortfalls, related-party exposure, hedging/pledging, or pay anomalies for Brown.