Brian D. Haney
About Brian D. Haney
Brian D. Haney (age 55) is President and Chief Operating Officer of Kinsale Capital Group (KNSL) since March 2024; previously Executive Vice President & COO (2020–2024), Senior Vice President & COO (2015–2020), and Chief Actuary (2009–2015). He is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries, with a B.A. in Mathematics & Economics from the University of Virginia (1992) . Kinsale’s incentive program ties annual cash bonuses to actual underwriting profit, and proxies disclose strong alignment of compensation with TSR and underwriting profitability; in 2023 net income was $308.1M and company-selected measure (actual underwriting profit) was $269.8M, alongside cumulative TSR of $332.19 on a $100 base since 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinsale Capital Group | President & COO | 2024–present | Executive leadership of underwriting and operations |
| Kinsale Capital Group | EVP & COO | 2020–2024 | Scaled E&S platform; operational excellence focus |
| Kinsale Capital Group | SVP & COO | 2015–2020 | Senior operations oversight during rapid growth |
| Kinsale Capital Group | Chief Actuary | 2009–2015 | Built actuarial function; pricing and risk analytics |
| James River Insurance | Chief Actuary | 2002–2009 | Led actuarial, catastrophe modeling, ceded reinsurance |
| Colony Insurance | Chief Actuary | 1997–2002 | Actuarial leadership (E&S lines) |
| Capital One | Business Manager | Prior to 1997 | Business operations experience |
| GEICO | Actuarial Associate | Early career | Foundational actuarial training |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Casualty Actuarial Society | Fellow | N/A | Professional standards, actuarial leadership |
| American Academy of Actuaries | Member | N/A | Professional accreditation and ethics |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 379,167 | 425,000 | 550,000 |
| Discretionary Bonus ($) | 825,000 | 1,250,000 | 1,375,000 |
| All Other Compensation ($) | 20,471 | 22,022 | 22,922 |
- Base salary increases approved: +$125,000 effective Jan 1, 2024; +$50,000 effective Jan 1, 2025 .
- 2024 say-on-pay approval: ~96% .
Performance Compensation
Annual Cash Incentive (Short-Term)
| Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| Underwriting Profit (company-wide bonus pool basis) | Target % of base salary for Haney = 125% | Company profitability exceeded expectations | Haney’s payout $1,375,000 = ~200% of target (125% of $550k) | Cash by March 15 following performance year |
Notes:
- Bonus pool determined by specified % of actual underwriting profit (earned premiums + fee income − net losses/LAE − underwriting expenses; excludes investment income). Individual awards set via CNCG Committee discretion and CEO input for NEOs .
Long-Term Equity (Service-Based Restricted Stock)
| Grant Date | Shares | Fair Value ($) | Vesting Terms |
|---|---|---|---|
| 3/1/2023 | 2,343 | 743,668 | 25% per year over 4 years |
| 3/1/2024 | 1,937 | 999,841 | 25% per year over 4 years |
| 3/1/2025 | 2,315 | 999,733 | 25% per year over 4 years |
Outstanding Unvested Equity (as of 12/31/2024)
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 3/1/2021 | 409 | 190,238 |
| 3/1/2022 | 917 | 426,524 |
| 3/1/2023 | 1,758 | 817,699 |
| 3/1/2024 | 1,937 | 900,957 |
Option Activity
| Year | Options Exercised (#) | Value Realized ($) | Notes |
|---|---|---|---|
| 2024 | 9,000 | 3,142,226 | 2016 IPO options (4-year vest, $16 strike; expire 7/27/2026) |
Equity Ownership & Alignment
| Category | Shares |
|---|---|
| Brian D. Haney Trust (trustee: Haney) | 80,581 |
| Elizabeth T. Haney Trust (trustee: spouse) | 62,331 |
| Direct (common) | 11,084 |
| Direct (restricted stock) | 5,399 |
| Total Beneficial Ownership | 159,395 |
| % of Shares Outstanding | <1% |
- Executive stock ownership guidelines: COO and President must hold equity ≥ 3x base salary; all executive officers were compliant as of Dec 31, 2024 .
- Retention expectation: until compliance, retain at least 50% of shares awarded, net of tax; 10b5-1 exceptions as noted at adoption .
- Anti-hedging/margin/pledging: prohibited for executives and directors .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No employment agreement for Haney; only CEO has an agreement . |
| Severance | No cash severance policy for Haney; equity acceleration only for death/disability . |
| Change-in-Control | 2025 Omnibus Incentive Plan imposes double-trigger vesting for equity awards assumed by an acquirer; no repricing; ≥1-year vesting standard; clawback applies . |
| Non-compete/Non-solicit | Not disclosed for Haney (CEO agreement contains 1-year covenants; not applicable to Haney) . |
| Clawback | Incentive-based compensation subject to recovery on restatement . |
Death/Disability Equity Acceleration (illustrative)
| Scenario (as of 12/31/2024) | Restricted Stock Vesting ($) | Total |
|---|---|---|
| Death/Disability | 2,335,418 | 2,335,418 |
Board Governance
- Current status: The 2025 proxy lists nine director nominees; Haney is not included and is not disclosed as a current director or committee member. All nominees are independent except the CEO (Kehoe). Lead Independent Director: Robert Lippincott III; committee chairs: Audit (Bensinger), CNCG (Share), Investment (Kronenberg) .
- Implications: No dual executive-director role for Haney; independence/CEO-Chairman concerns pertain to Kehoe’s roles, mitigated by a Lead Independent Director and independent committee leadership .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Net Income ($) | 88,419,000 | 152,659,000 | 159,114,000 | 308,093,000 |
| Actual Underwriting Profit ($) | 64,301,708 | 152,209,751 | 200,333,134 | 269,797,812 |
| TSR (Value of $100 investment) | 197.28 | 235.07 | 258.97 | 332.19 |
| Peer TSR (S&P 500 P&C Index) | 106.96 | 127.58 | 151.65 | 168.05 |
- Compensation actually paid is heavily influenced by stock price performance; bonus component aligned with underwriting operations performance .
Compensation Committee Analysis
- CNCG Committee: Chair Gregory M. Share; members Robert V. Hatcher III and Robert Lippincott III; all independent .
- Process: CEO provides recommendations for NEO compensation; committee retains discretion and approves awards; risk assessment indicates program does not encourage excessive risk-taking .
- Consultants: None retained in 2024; Semler Brossy engaged in 2025 to assist with the 2025 Omnibus Incentive Plan .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~96% |
Compensation Structure Analysis
- Mix shift: Cash and equity both increased YoY (Salary: $379k→$550k; Bonus: $825k→$1,375k; Stock awards: $385k→$1,000k from 2022 to 2024) .
- Incentive calibration: 2024 NEO bonuses paid ~200–202% of target driven by profitability; CEO paid ~160% of target .
- Equity design: Service-based restricted stock (no PSUs disclosed), 4-year ratable vesting; no disclosed option repricing; 2025 plan prohibits repricing and requires ≥1-year vesting .
Related Party Transactions
- None disclosed for Haney; directors/officers with beneficial ownership listed; no family relationships among executives/directors .
Risk Indicators & Red Flags
- Hedging/pledging prohibited .
- No employment agreement (retention risk offset by strong bonus participation and significant equity holdings subject to ongoing vesting) .
- No cash severance; equity acceleration only on death/disability .
- High say-on-pay support (96%) reduces governance pressure .
Compensation & Performance Benchmarks
- Peer group for pay benchmarking not explicitly listed; Company references competitiveness within insurance industry and S&P 500 P&C index for TSR comparisons .
Additional Financial Context (Company-level)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 1,038,084,000* | 1,270,604,000* | 1,641,806,000* | 2,055,090,000* |
| EBITDA ($) | 175,330,000* | 205,679,000* | 388,072,000* | 485,911,000* |
- Values retrieved from S&P Global.
Investment Implications
- Alignment: Haney’s pay is anchored to underwriting profit with outsized 2024 payout vs target, while long-term equity vests ratably, enforcing retention and ownership (COO/President 3x salary guideline, in compliance) .
- Supply/flow: 2024 option exercise (9,000 shares, $3.14M value realized) plus annual RSU vesting indicate periodic potential selling pressure; hedging/pledging is prohibited, mitigating misalignment risk .
- Retention: No employment agreement or cash severance; retention relies on ongoing cash/underwriting-linked bonuses and multi-year equity vesting; double-trigger CIC protection via 2025 plan is standard for equity continuity .
- Performance backdrop: Sustained growth in net income and underwriting profit with TSR materially outperforming the peer index since 2019 supports pay-for-performance credibility and lowers governance friction (96% say-on-pay) .