Terence M. Kavanagh
About Terence M. Kavanagh
Terence M. Kavanagh is the independent, non‑executive Chairman of Kingsway Financial Services Inc. (KFS), age 70, serving on the Board since April 23, 2009 and as Chair since September 16, 2013 . He is President and a Director of Oakmont Capital Inc. (since 1997) and previously managed a North American pooled investment fund and family operating businesses; earlier he was an investment banker at The First Boston Corporation and Lehman Brothers . He holds a Bachelor of Law from Western University (1978) and an MBA from Tuck School of Business at Dartmouth (1982) and “brings extensive knowledge of the financial services industry to the Board” .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Oakmont Capital Inc. | President & Director | Since 1997 | Private investment company; foundation of investment expertise |
| Brentwood Pooled Investment Fund | Manager | Prior to 1997 | Managed North American pooled investment fund |
| Family operating businesses (real estate, property mgmt, building services) | Manager | Prior to 1997 | Operational management experience |
| The First Boston Corporation | Investment Banker | Prior tenure | Investment banking experience (New York and Toronto) |
| Lehman Brothers | Investment Banker | Prior tenure | Investment banking experience (New York and Toronto) |
External Roles
| Organization | Type | Role | Tenure/Status |
|---|---|---|---|
| Public company boards | Public | None | No current public directorships disclosed |
| Oakmont Capital Inc. | Private investment firm | President & Director | Since 1997 |
Board Governance
- Board leadership: Independent, non‑executive Chairman since September 16, 2013; presides over Board meetings, executive sessions without management, and the annual meeting; sets agendas with committee chairs; liaison to management .
- Committee assignments: Member, Compensation & Management Resources Committee; Member, Investment Committee; not on Audit or Nominating & Corporate Governance .
- Independence: Listed “Independent” under NYSE/SOX standards; majority of Board is independent (except CEO) .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; all directors then in office attended the 2024 annual meeting except Levine and Stilwell (implying Kavanagh attended) .
- Majority voting policy: Incumbent directors failing to receive >50% “FOR” votes must tender resignation for Board consideration within 90 days .
- Committee activity frequency (2024): Audit – 4 meetings; Compensation – 1; Nominating – 1; Investment – 1 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual director retainer | $80,000 | Non‑employee directors receive single retainer fee, paid quarterly in advance |
| Chairman of the Board fee | $40,000 | Additional annual fee for Chair, paid quarterly in advance |
| 2024 total fees earned (Kavanagh) | $120,000 | Sum of director retainer plus Chair fee |
| Meeting fees | None disclosed | Compensation structured via retainers (no per‑meeting fee disclosed) |
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| Equity grants (RSUs/PSUs/Options) to directors | None disclosed for 2024 | Director compensation described as cash retainers; no equity awards shown for directors |
| Performance metrics tied to director pay | None disclosed | No director pay metrics disclosed (e.g., TSR, revenue, EBITDA) |
| Ownership guidelines for directors | Not disclosed | No specific director stock ownership guidelines disclosed |
Other Directorships & Interlocks
| Company | Type | Role/Connection | Notes |
|---|---|---|---|
| Public board service | Public | None | No external public board roles disclosed for Kavanagh |
| Oakmont Capital Inc. | Private investment firm | President & Director | Oakmont directly owns 2,487,830 KFS common shares, 80,000 Series B Preferred, and 40,000 Series C Preferred; Kavanagh shares voting/dispositive power and may be deemed beneficial owner through Oakmont Group participation |
| Preferred share convertibility | Security feature | Class B and C Preferred | Each Class B and Class C share convertible into 2.63158 KFS common shares (subject to adjustment) |
Expertise & Qualifications
- Legal and financial training: LLB (Western University, 1978); MBA (Tuck School of Business, 1982) .
- Investment and capital markets: Prior investment banker (First Boston, Lehman); fund management and private investment leadership (Oakmont) .
- Board skills emphasis: “Extensive knowledge of the financial services industry” .
- Audit committee financial expert designation: Not designated; Audit Chair Hannon is the Audit Committee’s “financial expert” .
Equity Ownership
| Holder | Security Class | Amount | Voting/Dispositive Power | Percent of Common Outstanding |
|---|---|---|---|---|
| Terence M. Kavanagh (aggregate) | Common (incl. restricted, and eligible options/pref within 60 days) | 2,886,120 | See breakdown below | 10.36% |
| Kavanagh – direct | Common | 34,750 | Sole voting & dispositive | Included in aggregate |
| Oakmont Capital (direct) | Common | 2,487,830 | Shared voting & dispositive with Oakmont Group participants | Included in Kavanagh’s shared power |
| Oakmont Capital (direct) | Series B Preferred | 80,000 | Shared voting & dispositive; convertible feature noted | Eligible conversion mechanics per charter |
| Oakmont Capital (direct) | Series C Preferred | 40,000 | Shared voting & dispositive; convertible feature noted | Eligible conversion mechanics per charter |
- Calculation methodology: Percentages include common plus options and preferred shares exercisable/convertible within 60 days, divided by 27,537,151 outstanding common shares plus such exercisable/convertible instruments .
- Section 16(a) compliance: All applicable filings timely in 2024; only Fitzgerald and Frischer had one late Form 4; no delinquency noted for Kavanagh .
- Hedging/monetization policy: Company policy prohibits directors, officers, and employees from engaging in hedging or monetization transactions with respect to KFS securities; pledging not specifically referenced .
Governance Assessment
- Independence and leadership: Independent, non‑executive Chairman with defined liaison role and executive‑session leadership; majority independent Board; majority voting policy enhances accountability .
- Committee influence: Sits on Compensation & Management Resources Committee and Investment Committee; Compensation Committee has never engaged an external compensation consultant and sets director and executive pay; Investment Committee oversees managers and investment policy .
- Ownership alignment: Significant beneficial ownership (~10.36% aggregate), including shared power via Oakmont Group; strong “skin‑in‑the‑game” signal .
- Director pay structure: Cash‑only retainers ($80k) plus Chair premium ($40k) with no disclosed director equity grants in 2024; alignment derives from personal/affiliated shareholdings rather than annual equity awards .
- Attendance and engagement: At least 75% meeting attendance across Board/committee obligations in 2024; attended the 2024 annual meeting (exceptions were Levine and Stilwell) .
- Securities trading safeguards: Hedging/monetization prohibited, supporting alignment and compliance .
RED FLAGS / Risk Indicators
- Concentrated ownership and committee roles: Through Oakmont Group, Kavanagh shares voting/dispositive power over a large KFS stake while serving as independent Chair and Compensation Committee member—potential conflict risk if decisions could disproportionately benefit a large holder; company discloses related‑party oversight and no Oakmont transactions in 2024 proxy’s related‑party section .
- Lack of disclosed director equity grants: No annual director equity awards disclosed for 2024; alignment rests on existing holdings rather than recurring equity grants .
- Audit oversight separation: Not on Audit Committee; financial expert role resides with Hannon—appropriate but limits Kavanagh’s direct audit oversight .
Neutral/Contextual Signals
- Majority voting policy and executive‑session leadership bolster governance processes .
- Compensation methodology references market for peers and profitability; no external consultant engagement and no disclosed pay metrics for directors .