Bryan P. Petrucelli
Executive Vice President, Chief Financial Officer and Treasurer at KNSL
Executive
About Bryan P. Petrucelli
Bryan P. Petrucelli is Executive Vice President, Chief Financial Officer and Treasurer of Kinsale Capital Group, serving in this role since March 2020 (age 59). He previously served as SVP, CFO & Treasurer (2015–2020) and VP of Finance (2009–2015), and before joining Kinsale he spent 13+ years as a Senior Manager in Ernst & Young’s audit practice serving insurance clients. He holds a B.B.A. in Finance from James Madison University, a Post-Baccalaureate Certificate in Accounting from Virginia Commonwealth University, and is a CPA . Kinsale’s annual cash bonuses are tied to underwriting profit, signaling strong pay-for-performance alignment; Petrucelli’s target bonus equals 125% of base salary, with 2024 payouts to non-CEO NEOs at ~200–202% of target due to profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinsale Capital Group | EVP, CFO & Treasurer | Mar 2020–present | Leads finance and treasury, supports profitable growth |
| Kinsale Capital Group | SVP, CFO & Treasurer | 2015–2020 | Scaled finance during rapid expansion |
| Kinsale Capital Group | VP of Finance | 2009–2015 | Built finance function post-company formation |
| Ernst & Young | Senior Manager, Audit | 13 years (pre-2009) | Deep insurance audit expertise and client service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Senior Manager, Audit | 13 years (pre-2009) | Insurance industry specialization, audit leadership |
Fixed Compensation
- Base salary increased to $550,000 for 2024 (from $450,000 in 2023) and the CNCG Committee approved a further $50,000 increase effective January 1, 2025 for Petrucelli .
- “All Other Compensation” primarily reflects 401(k) contributions and insurance premiums, each component < $10,000; 2024 company 401(k) contributions were $20,700 for each NEO .
Multi-year CFO cash comp:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 406,250 | 450,000 | 550,000 |
| All Other Compensation ($) | 21,592 | 23,102 | 24,002 |
Performance Compensation
Annual Cash Incentive structure and outcomes (CFO):
- Metric: actual underwriting profit (earned premiums + fee income − net loss and LAE − underwriting expenses; before bonuses) .
- Target bonus: 125% of base salary .
- Payout timing: cash by March 15 following the performance year .
- 2024 payout: $1,375,000; equals ~200% of target ($687,500 = 125% of $550,000), consistent with CNCG disclosure of ~200–202% for non-CEO NEOs .
| Year | Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Underwriting Profit | 125% of base ($687,500) | Discretionary based on profitability | $1,375,000 (≈200% of target) | Cash; payable by Mar 15, 2025 |
Restricted Stock awards (time-based; 25% annual vest over 4 years) :
- 2024 grant: 1,937 shares; grant-date fair value $999,841 (Mar 1, 2024) .
- 2025 grant: 2,315 shares; grant-date fair value $999,733 (Mar 1, 2025) .
| Grant Year | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2024 | 3/1/2024 | 1,937 | 999,841 | 25% annually over 4 years |
| 2025 | 3/1/2025 | 2,315 | 999,733 | 25% annually over 4 years |
Option awards and activity:
- Legacy 2016 option grant: 10,100 options exercisable as of 12/31/2024, strike $16.00, expiration 7/27/2026 .
- 2024 exercises: 10,000 shares exercised; value realized $4,827,100 (market price minus strike) .
| Option Grant | Exercisable (#) at 12/31/2024 | Unexercisable (#) | Strike ($) | Expiration | 2024 Exercise (#) | 2024 Value Realized ($) |
|---|---|---|---|---|---|---|
| 7/26/2016 | 10,100 | — | 16.00 | 7/27/2026 | 10,000 | 4,827,100 |
Note: As of March 27, 2025, Petrucelli had 5,100 options currently exercisable (reflecting post-12/31 activity) .
Equity Ownership & Alignment
Beneficial ownership (as of March 27, 2025):
- Total: 68,024 shares; breakdown: 57,424 common + 5,500 restricted stock + 5,100 options currently exercisable .
- Shares outstanding: 23,307,618 → Petrucelli’s ownership ≈ 0.29% of outstanding (68,024 / 23,307,618), noted as “<1%” in proxy . Calculation based on cited values .
| Holder | Total Beneficial Ownership (#) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Bryan P. Petrucelli | 68,024 | ~0.29% (68,024 ÷ 23,307,618) | 57,424 common + 5,500 restricted + 5,100 options exercisable |
Outstanding unvested restricted stock (as of 12/31/2024):
- 2021 grant: 477 shares unvested; 2022 grant: 982; 2023 grant: 1,861; 2024 grant: 1,937; vest 25% annually .
| Grant Year | Unvested Shares (#) | Market Value at 12/31/2024 ($) |
|---|---|---|
| 2021 | 477 | 221,867 |
| 2022 | 982 | 456,758 |
| 2023 | 1,861 | 865,607 |
| 2024 | 1,937 | 900,957 |
Ownership policy and pledging:
- Executive stock ownership guidelines: CFO must hold shares equal to ≥3x base salary; officers must retain ≥50% of net shares awarded until compliant; unexercised options excluded from calculation. All executive officers were in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging: hedging, margin accounts, short sales, and pledging of Company stock are prohibited under insider trading policy .
Say-on-Pay:
- 2024 say-on-pay approved by ~96% of votes cast, indicating broad shareholder support for compensation design .
Employment Terms
- No employment agreement: Petrucelli (and other non-CEO NEOs) have no severance agreements; only equity acceleration upon death/disability applies .
- Potential payments: If employment terminates before vesting due to death/disability, all unvested restricted stock fully vests; CFO’s equity value estimated at $2,445,189 using $465.13/share at 12/31/2024 .
- Change-in-control: 2025 Omnibus Incentive Plan provides double-trigger vesting for awards assumed by an acquirer; no option repricing without shareholder approval; awards generally vest over ≥1 year; clawback applies to all awards .
Investment Implications
- Strong pay-for-performance linkage: CFO’s annual bonus is tied to underwriting profit; 2024 payout at ~200% of target corroborates alignment with superior profitability .
- Equity alignment and retention: Time-based RS grants with 4-year schedules create steady vesting cadence; policy requires ≥3x salary ownership and ≥50% net share retention until compliant, enhancing alignment and reducing forced selling. Anti-hedging/pledging further lowers misalignment risk .
- Near-term trading signals: Significant 2016 options (strike $16) expire in July 2026; 2024 saw large exercises (10,000 shares, $4.83M value realized), and as of 3/27/2025, 5,100 options remain exercisable—suggesting continued exercise activity ahead of expiry and potential associated tax-related share sales depending on method of exercise .
- Severance exposure is minimal: No employment/severance agreement; only death/disability acceleration—limited change-of-control cash economics and no guaranteed cash severance, lowering shareholder risk of payouts unrelated to performance .
- Governance support: ~96% say-on-pay approval reinforces investor confidence in compensation structures and oversight .