Anne C. Kronenberg
Kinsale Capital GroupAbout Anne C. Kronenberg
Independent director of Kinsale Capital Group (KNSL) since 2017; Chair of the Board’s Investment Committee. Background in insurance investment banking (J.P. Morgan, Citigroup/Salomon Smith Barney, Morgan Stanley). Education: Sc.B. in Physics & Philosophy (Brown) and M.S. in Finance (MIT Sloan). Age 65 as disclosed in the proxy. Value of at-risk KNSL investment (common + restricted + options valuation) is $4,085,293 based on 3/27/2025 close; beneficially owns 8,393 shares (8,039 common, 354 restricted). Independence affirmed under NYSE standards; directors attended at least 75% of meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Managing Director; Co-Head, North American Insurance Investment Banking | Aug 2003 – Jan 2010 | Led insurance IB coverage; senior leadership role in sector advisory |
| Citigroup Salomon Smith Barney | Managing Director, Insurance Investment Banking | Aug 1997 – Aug 2003 | Coverage/transactions in insurance/financials |
| Morgan Stanley (NY & London) | Principal, Investment Banking | Prior to 1997 | Cross-border and U.S. investment banking experience |
External Roles
| Organization | Role | Dates | Notes/Committees |
|---|---|---|---|
| Woods Hole Oceanographic Institution (non-profit) | Board Member | Since May 2010 | Finance Committee; previously Treasurer/Head of Finance Committee |
| Transamerica Financial Life Insurance Company | Director | Not specified | Insurance industry role (life insurance) |
Board Governance
- Independence: Independent director per NYSE guidelines; all committee members of Audit and CNCG are independent (Kronenberg serves as an independent on the Board and chairs Investment Committee).
- Leadership/roles: Chair, Investment Committee; Investment Committee oversees investment policies/strategies and manager performance.
- Committees: Investment (Chair); not listed on Audit or CNCG.
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; Board held 4 meetings; Investment Committee held 4 meetings.
- Lead Independent Director: Robert Lippincott, III; independent executive sessions occur at each regularly scheduled board meeting.
Fixed Compensation
| Component | 2024 | 2025 (effective) |
|---|---|---|
| Annual cash retainer (non-employee director) | $105,000 | $110,000 |
| Investment Committee Chair fee | $25,000 | $30,000 |
| Meeting fees | None (no meeting fees) | None (no meeting fees) |
| Reimbursement | Reasonable out-of-pocket expenses reimbursed | Same |
- 2024 total for Kronenberg: Fees earned $130,000; Stock awards $149,705; Total $279,705.
Performance Compensation
Directors receive time-based restricted stock (no performance conditions); annual grants vest on first anniversary.
| Grant Year | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 | Jan 1, 2024 | 447 | $149,705 | Vested Jan 1, 2025 |
| 2025 | Jan 1, 2025 | 354 | $164,656 | Vests Jan 1, 2026 |
No director options outstanding as of 12/31/2024; equity awards are restricted stock with one-year vesting; dividend equivalents paid only on vesting.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Sector | Role/Notes | Potential Interlock/Conflict Assessment |
|---|---|---|---|---|
| Transamerica Financial Life Insurance Company | Private/affiliate of broader group | Life insurance | Director | Different line (life) vs Kinsale’s E&S P&C; no related-party transactions disclosed with Transamerica. |
| Woods Hole Oceanographic Institution | Non-profit | Research/education | Finance Committee; prior Treasurer | Non-commercial; no RPT exposure noted. |
Expertise & Qualifications
- Insurance/financial services transaction expertise; senior roles in insurance investment banking at J.P. Morgan and Citigroup/SSB.
- Capital markets and governance skills consistent with Board’s disclosed skills matrix for Kronenberg (Financial Industry, Capital Markets & Investing, Corporate Governance, Risk Management).
- Education: Sc.B. (Brown); M.S. Finance (MIT Sloan).
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (3/27/2025) | 8,393 shares (<1% of class) |
| Of which – Common stock | 8,039 shares |
| Of which – Restricted stock (unvested) | 354 shares |
| Value of at-risk KNSL investment (as of 3/27/2025 close) | $4,085,293 |
| Shares pledged as collateral | Prohibited by insider trading policy (pledging/hedging banned for directors) |
Anti-hedging/anti-pledging: directors are prohibited from hedging or pledging Kinsale stock.
Governance Assessment
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Strengths
- Independent director; chairs Investment Committee overseeing investment policy and external manager performance—central to an insurer’s risk/return and capital stewardship.
- Material personal stake in KNSL equity with ~$4.1m at-risk value; annual director equity granted in shares aligns incentives; anti-pledging and anti-hedging policy strengthens alignment.
- Board process indicators: executive sessions of non-employee directors; strong say-on-pay support (96% in 2024), indicating broad investor confidence in compensation governance.
-
Watch items
- Industry overlap: director role at Transamerica Financial Life Insurance Company (life insurance) warrants routine conflicts screening, especially given her chair role over investments; no related-party transactions disclosed involving Kronenberg.
- Attendance disclosure is aggregate (≥75% for all directors) not individual; maintain monitoring for individual attendance trends as available.
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Compensation structure (director)
- Balanced cash/equity mix; time-based equity (no performance metrics) is standard for independent directors; retainers and chair fees increased modestly for 2025 (base +$5k; Investment Chair +$5k), not a red flag.
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Compensation Committee oversight context
- CNCG composition: Gregory M. Share (Chair), Robert V. Hatcher III, Robert Lippincott III; independent. No consultant in 2024; Semler Brossy engaged in 2025 for Omnibus Plan—good practice on independent advice.
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RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, option repricing, or low shareholder support.