Todd Sutherland
James River Group HoldingsAbout Todd Sutherland
Todd R. Sutherland, age 55, is President of James River’s Excess & Surplus (E&S) Lines segment (since May 2025) after joining JRVR in April 2023 to build the Management Liability division; prior roles include AXA XL Head of U.S. Central Zone and Allied World SVP, Management Liability . Company performance in his segment’s domain improved in 3Q25: E&S combined ratio 88.3%, adjusted net operating income $17.4M, and annualized adjusted net operating ROATCE 19.3% . At the company level, 2024 total shareholder return (TSR) was 13.16 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| James River Group Holdings | SVP Underwriting, Management Liability | Apr 2023–May 2025 | Established Management Liability division to diversify and drive profitable growth |
| AXA XL (division of AXA) | Head of U.S. Central Zone | ~5 years | Oversaw multi‑billion dollar diversified P&C portfolio across the zone |
| Allied World Assurance Company | SVP, Management Liability | 13 years | Built out U.S. Central Region across commercial lines; leadership in specialty underwriting |
| Axis Capital; Kemper Insurance; AIG | Underwriting management roles | Earlier career | Progressive underwriting leadership across specialty lines |
External Roles
No public company directorships or external board roles disclosed for Todd Sutherland in JRVR filings .
Fixed Compensation
Compensation terms specific to Todd Sutherland were not disclosed in the 2025 proxy or related 8‑Ks. JRVR’s executive framework sets annual incentive “target” opportunity for segment leaders at 100% of base salary (as applied to 2024 segment CEOs) and uses base salary, annual cash STI, and equity LTI as core elements . No salary, bonus, or LTI dollar values for Mr. Sutherland were provided in available filings .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual (Unadjusted) | 2024 Adjusted Result | Payout vs Target (weight achieved) |
|---|---|---|---|---|---|---|---|
| Group Adjusted Combined Ratio | 33.3% | 99.9% | 93.9% | 87.9% | 117.6% | 99.5% | 18.0% group achieved for applicable NEOs |
| Segment Adjusted Combined Ratio – E&S | 16.7% | 93.4% | 87.4% | 81.4% | 115.1% | 94.9% | 0% (below threshold; segment leader did not share group adjustment) |
| Segment Adjusted Combined Ratio – Specialty Admitted | 16.7% | 93.4% | 87.4% | 81.4% | — | 91.8% | Above maximum for segment leader weighting |
| Group Adjusted EBIT ($) | 33.3% | $76.7M | $128.8M | $180.9M | $(9.2)M | $104.8M | 25.0% weight achieved |
| Strategic Goals (Tech/Underwriting tools) | 33.3% | N/A | Achieve program goals | N/A | — | Achieved at 100% of target | 33.3% weight achieved |
LTI vehicles and vesting:
- Service‑Based RSUs: 50% of LTI; vest ratably over 3 years (1/3 per year) .
- PRSUs: 50% of LTI; 3‑year cliff; payout at 50% (threshold), 100% (target), 200% (max) based on company metrics: adjusted operating ROATCE and growth in adjusted tangible common equity per share (each 50%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 7,457 common shares (includes 3,111 RSUs vesting 05/04/2026) |
| Ownership % of common | ≈0.016% of 46,026,399 weighted average basic shares for 3Q25 (7,457 ÷ 46,026,399) |
| Options | Company had 74,390 options outstanding at 12/31/23 (avg exercise $42.17); all lapsed by 6/30/24; currently no options outstanding |
| RSU policy | Employees: time‑vest RSUs over 3 years; PRSUs 3‑year cliff; dividend equivalents paid in cash at vest, subject to forfeiture risk |
| Ownership guidelines | Execs must hold common shares equal to 3× base salary within 5 years; PRSUs excluded from counting until vest; mandatory post‑vest holding (100% for 1 year and 75% until compliant) |
| Hedging/pledging | Prohibited for directors, officers, employees; no margin or derivatives; anti‑hedging/pledging policy in place |
Employment Terms
- Agreements and severance: JRVR provides employment agreements for continuing NEOs (not all executives) with severance upon certain terminations; double‑trigger change‑in‑control is required for severance and equity acceleration; no excise tax gross‑ups .
- Equity acceleration: Under the 2014 LTIP, awards generally vest immediately if terminated without Cause (and Good Reason under LTIP) following a Change in Control; director plan similar .
- Clawback: Dodd‑Frank/Nasdaq‑compliant policy; recovers erroneously awarded incentive comp for up to three prior years upon restatement or error materially affecting current period .
- Non‑compete/non‑solicit and release: Post‑termination protections and release requirements embedded in agreements .
Performance & Track Record
| Area | Notable items |
|---|---|
| Segment transition | E&S leadership transition announced May 5, 2025; Sutherland appointed President immediately; succession executed with Schmitzer’s retirement timeline |
| Strategic actions | 2024 strategic review; sale of JRG Re; E&S LPT/ADC and Top‑Up ADC with Enstar; Gallatin Point Series A preferred partial conversion |
| Operating metrics | 3Q25 E&S combined ratio 88.3%; renewal rate +10% YTD (Casualty +11%, Excess Casualty +19%); submission volume +5% YTD; group expense ratio 28.3%; annualized adjusted ROATCE 19.3% |
Compensation Committee Analysis
- Independent consultant: Aon Human Capital Solutions engaged; independence evaluated under SEC/Nasdaq; Committee concluded Aon is independent .
- Peer group for benchmarking (2024 program): Amerisafe, Argo Group, Donegal Group, Employers, Global Indemnity, Hallmark Financial, HCI Group, Kinsale, ProAssurance, RLI, SiriusPoint, United Fire, United Insurance Holdings, Universal Insurance Holdings .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support at prior AGM: ~97.3% “For” .
- 2025 AGM (Oct 23, 2025) voting results (counts): NEO compensation “For” 21,090,315; “Against” 12,177,107; “Abstain” 781,982; broker non‑votes 5,638,189 .
Risk Indicators & Red Flags
- Anti‑hedging/pledging and clawback mitigate alignment risks .
- Equity award supply increased: shareholders approved 1,650,000 additional LTIP shares and 225,000 director plan shares at 2025 AGM, potentially expanding future RSU/PRSU grants and vesting flow .
- Unrecognized share‑based comp expense $5.8M amortizing over weighted average 1.9 years indicates ongoing vesting overhang (general, not individual) .
Equity Incentive & Vesting Schedules
| Award Type | Grant Form | Vesting | Payout Curve / Performance |
|---|---|---|---|
| Service‑Based RSUs | Time‑vest RSUs | 1/3 annually over 3 years | Value realized at vest; dividend equivalents paid in cash; subject to forfeiture until vest |
| PRSUs | Performance RSUs | 3‑year cliff | 50% (threshold), 100% (target), 200% (max) based on 3‑year average adjusted operating ROATCE and growth in adjusted tangible common equity per share |
Investment Implications
- Pay‑for‑performance alignment: STI metrics (combined ratio, adjusted EBIT) and PRSU metrics (ROATCE and tangible equity growth) directly tie payouts to underwriting profitability and capital accretion—constructively aligned for an E&S leader focused on loss ratio and capital efficiency .
- Governance quality: Double‑trigger CoC, anti‑hedging/pledging, no excise tax gross‑ups, and clawback reduce agency risk; Aon‑advised program and robust committee structure support discipline .
- Supply/vesting overhang: Option overhang removed (all lapsed by mid‑2024), but RSU/PRSU grants are significant; recent plan share increases imply ongoing vesting‑related selling pressure near vest dates, a consideration for short‑term trading signals .
- Ownership “skin in the game”: Sutherland’s disclosed beneficial stake (7,457 shares including 3,111 RSUs) is modest (~0.016% of average common shares), with policy‑driven ownership targets (3× salary) still guiding accumulation; monitor future proxy for his compliance trajectory .
- Execution and retention: Clear succession and performance momentum in E&S (88.3% combined ratio in 3Q25) support confidence; employment constructs and clawback mitigate retention and misalignment risks; absence of disclosed individual severance terms suggests relying on standard NEO frameworks until specific agreements are filed .