Gregory P. Hannon
About Gregory P. Hannon
Independent director of Kingsway Financial Services Inc. (KFS), age 70, resident of Ontario, Canada; director since September 16, 2009. Background spans investment management and insurance finance: Vice-President and Director at Oakmont Capital Inc. since 1997; previously founding partner and CFO of Lonrisk (subsidiary of London Insurance Group); earlier roles in commercial credit at Continental Bank of Canada and auditing at Arthur Andersen. Education: B.Comm, Queen’s University (1978); MBA, Harvard Business School (1987). The Board has determined he is independent under NYSE/SEC standards and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oakmont Capital Inc. | Vice-President & Director | Since 1997 | Private investment firm; significant KFS shareholder alignment via Oakmont group holdings |
| Lonrisk (London Insurance Group subsidiary) | Founding Partner; Chief Financial Officer | Prior to Oakmont (dates not disclosed) | Specialty insurer; finance leadership experience |
| Continental Bank of Canada | Commercial Credit | Prior to Lonrisk (dates not disclosed) | Credit and lending experience |
| Arthur Andersen & Co. | Auditor | Prior to Continental (dates not disclosed) | Accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (public company boards) | — | — | Proxy lists no current public company board memberships for Hannon |
Board Governance
- Independence: Independent under SOX §301 and NYSE criteria; Audit Committee enhanced independence standards met .
- Committee assignments and chair roles:
- Audit Committee: Chair; members Frischer and Porcelli; Hannon designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Chair; member Stilwell .
- Board: Member; not on Compensation Committee or Investment Committee .
- Attendance and engagement:
- Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings .
- Audit Committee held 4 meetings; Nominating & Corporate Governance held 1; Compensation Committee held 1; Investment Committee held 1 in 2024 .
- Annual meeting attendance: all directors attended 2024 annual meeting except Levine and Stilwell (Hannon attended) .
- Board leadership: Independent, non-executive Chairman (Terence M. Kavanagh) presides; risk oversight distributed across Board and Audit Committee .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in advance to non-employee directors |
| Audit Committee Chair fee | $40,000 | Additional annual fee; Hannon was Audit Chair in 2024 |
| Total cash fees earned (2024) | $120,000 | Reported for Hannon |
| Equity grants | None disclosed | Director program described as cash retainers; no equity listed for directors in 2024 table |
Performance Compensation
- No performance-based or equity-based director compensation disclosed for Hannon in 2024; the director program comprises fixed cash retainers with chair uplifts .
- Securities trading policy prohibits hedging or monetization transactions in KFS securities for directors and covered persons .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Hannon |
| Interlocks / affiliations | Vice-President & Director at Oakmont Capital; Oakmont is a significant KFS shareholder; Board Chairman (Kavanagh) is President of Oakmont; shared voting/dispositive power over Oakmont holdings noted for Hannon |
| Audit committee limits | Charter restricts serving on more than two other public company audit committees without approval (Hannon meets requirements) |
Expertise & Qualifications
- Financial reporting and audit expertise; designated “audit committee financial expert” by the Board .
- Investment and entrepreneurial background via Oakmont; prior CFO and audit roles strengthen oversight capacity .
Equity Ownership
| Holder (beneficial) | Common Shares (incl. restricted) | Preferred Shares | Ownership % of Common | Notes |
|---|---|---|---|---|
| Gregory P. Hannon (beneficial total) | 2,886,120 | 80,000 Class B; 40,000 Class C (via Oakmont, shared power) | 10.36% | Includes 29,500 shares held directly/RS plan, 4,500 in trusts for children (Hannon trustee), 13,750 held by spouse; plus shared voting/dispositive power over Oakmont’s 2,487,830 common shares and preferred |
| Oakmont Capital (group reference) | 2,487,830 | 80,000 Class B; 40,000 Class C | 10.36% (as listed for Oakmont) | Oakmont has sole voting/dispositive power over its holdings; Hannon may be deemed beneficial owner due to participation in Oakmont Group |
Note: Proxy does not disclose any pledging of KFS shares by Hannon; hedging and monetization are prohibited under the securities trading policy . Ownership guidelines for directors are not disclosed in the proxy.
Governance Assessment
- Strengths:
- Dual committee chair roles (Audit; Nominating & Corporate Governance) signal centrality in oversight; Hannon’s “audit committee financial expert” designation is a positive for financial reporting quality .
- Documented attendance threshold met; engagement across Board/committees evident from meeting cadence .
- Alignment:
- Material beneficial ownership through Oakmont group and personal/family holdings aligns interests with shareholders (10.36% beneficial stake listed under Hannon) .
- Risks and potential conflicts:
- RED FLAG: Oakmont affiliation and concentrated ownership. Hannon and the independent Chairman (Kavanagh) are both Oakmont executives; Hannon shares voting/dispositive power over Oakmont’s large KFS position. This creates a potential conflict in decisions affecting Oakmont’s interests (e.g., capital allocation, governance actions) despite independence determinations .
- Board diversity policy: None; nominations emphasize equity ownership and entrepreneurial mindset rather than traditional diversity metrics, which may limit perspectives .
- Policies mitigating risk:
- Majority vote resignation policy for directors in uncontested elections; enhances accountability .
- Prohibition on hedging/monetization; strengthens alignment .
Insider Trades and Section 16 Compliance
| Item | 2024 Disclosure |
|---|---|
| Late Section 16 filings (Hannon) | None reported for Hannon; two late Form 4s noted for Fitzgerald and Frischer due to administrative errors |
Key Committee Activity (2024)
| Committee | Chair | Meetings Held | Notes |
|---|---|---|---|
| Audit | Gregory P. Hannon | 4 | Financial reporting oversight; independence confirmed; PCAOB/SEC discussions; recommended inclusion of audited FS in 2024 Form 10-K |
| Nominating & Corporate Governance | Gregory P. Hannon | 1 | Board composition, governance guidelines, annual performance eval oversight |
| Compensation & Management Resources | Joseph D. Stilwell | 1 | Director/executive pay recommendations; no consultant engaged |
| Investment | Douglas Levine | 1 | Investment policies and external manager oversight |
Director Compensation Detail (2024)
| Director | Cash Fees | Chair Uplifts | Total |
|---|---|---|---|
| Gregory P. Hannon | $80,000 | $40,000 (Audit Chair) | $120,000 |
Program structure: Non-employee directors receive a single retainer ($80,000) with $40,000 uplifts for Chairman of the Board and Audit Chair; paid quarterly; no equity grants disclosed for directors in 2024 .
Additional Notes
- Board meeting attendance policy: directors encouraged to attend annual shareholder meetings; Hannon attended 2024 annual meeting .
- Say-on-pay on agenda for 2025 annual meeting (advisory); results not disclosed in this proxy .