Anne C. Kronenberg

About 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

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.
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.
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.
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, option repricing, or low shareholder support.