Diane D. Schnupp
Executive Vice President and Chief Information Officer at KNSL
Executive
About Diane D. Schnupp
Executive Vice President and Chief Information Officer at Kinsale Capital Group, Inc. since March 2021; joined Kinsale in May 2019 after senior technology and marketing roles at Impact Makers, Capital Center, and Genworth Financial. Age 58; B.S. in Electrical Engineering (Virginia Tech) and M.S. in Technology Management (Virginia Commonwealth University) . During her CIO tenure (since 2021), Kinsale’s total shareholder return rose from $235.07 to $461.94 per $100 initial investment (2019–2024 series), and pay-versus-performance disclosures highlight net income growth from $152.7M (2021) to $414.8M (2024), with underwriting profit used as the core bonus metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Impact Makers, Inc. | Principal Consultant | 2016–2019 | Management and technology consulting for growth initiatives |
| Capital Center, LLC | Chief Information Officer & Vice President | 2012–2016 | Led technology for licensed mortgage and real estate broker operations |
| Genworth Financial, Inc. | Director, Marketing Automation | 2008–2012 | Ran marketing automation programs at a Fortune 500 insurance holding company |
External Roles
- No public company directorships disclosed for Schnupp in Kinsale proxies .
Fixed Compensation
Multi-year reported pay (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $295,833 | $330,000 | $425,000 |
| Bonus (annual cash) | $650,000 | $1,000,000 | $1,075,000 |
| Stock awards (grant-date fair value) | $299,880 | $577,351 | $749,493 |
| All other compensation | $21,347 | $22,931 | $24,002 |
| Total | $1,267,060 | $1,930,282 | $2,273,495 |
- Target bonus is 125% of base salary for NEOs; payouts are determined from a pool tied to actual underwriting profit with discretionary individual assessments .
- Base salary increases approved: +$30,000 (effective 1/1/2023) and +$95,000 (effective 1/1/2024); +$50,000 (effective 1/1/2025) .
Performance Compensation
Annual Incentive and Equity Structure:
| Element | Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Actual underwriting profit; CNCG discretion | Not disclosed | Target = 125% of salary | Schnupp paid $1,075,000 vs. target $531,250 (≈202.6% of target; derived from salary $425,000 and 125% target) | Paid in cash by Mar 15 following year | N/A |
| Restricted Stock (2021–2025 grants) | Long-term value creation; alignment | Not disclosed | Not applicable | Grant-date fair values: 2021–2024 per tables; 2025 grant $749,692 | Time-based vesting | 25% annually over 4 years; dividends paid at vest; votes as shareholder while unvested |
| Stock Options | None outstanding for Schnupp as of 12/31/2024 (no option rows for her) | N/A | N/A | N/A | N/A | N/A |
Unvested Restricted Stock by Grant (as of 12/31/2024):
| Grant Year | Unvested shares (#) | Market value ($) |
|---|---|---|
| 2021 | 341 | $158,609 |
| 2022 | 714 | $332,103 |
| 2023 | 1,365 | $634,902 |
| 2024 | 1,452 | $675,369 |
Vesting cadence and realized value:
- Vesting occurs each anniversary of the grant date; 2024 vesting for Schnupp was 1,566 shares with value realized $753,325 .
Key company performance metrics used in NEO pay decisions:
- Actual underwriting profit, combined ratio, and operating ROE identified as the most important measures .
Equity Ownership & Alignment
Beneficial ownership and composition:
| As-of date | Total shares | Common | Restricted | % of class |
|---|---|---|---|---|
| 3/28/2023 | 7,258 | 2,261 | 4,997 | <1% |
| 3/26/2024 | 7,682 | 3,396 | 4,286 | <1% |
| 3/27/2025 | 8,044 | 3,953 | 4,091 | <1% |
Alignment policies and signals:
- Executive stock ownership guidelines require multiples of salary for CEO (5x), CFO (3x), COO (3x), President (3x); each executive subject to the policy was in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging policy: prohibits hedging, short sales, margin accounts, and pledging shares .
- Equity supply considerations: Annual vesting in March on 2021–2025 grants; no options outstanding for Schnupp reduces option-exercise supply pressure .
Employment Terms
- No employment agreement for Schnupp; only CEO has an employment agreement .
- Change-in-control: Company’s 2025 Omnibus Incentive Plan applies “double-trigger” vesting for equity awards that are assumed by an acquirer (require a CIC plus qualifying termination within 24 months); prohibits repricing underwater options; imposes ≥1-year vesting for most awards; includes clawback provisions .
- Severance/acceleration: For death or disability, all unvested restricted shares fully vest; estimated Schnupp acceleration value was $1,800,983 at 12/31/2024 (based on $465.13 closing price times unvested shares) .
- Clawback: Company will seek recovery of incentive-based compensation if a restatement would have lowered payouts .
Investment Implications
- Pay-for-performance linkage: Schnupp’s 2024 bonus (~202% of target) directly reflects strong underwriting profit outcomes; equity compensation emphasizes multi-year vesting and retention .
- Selling pressure risk: With annual vesting across multiple grants and no outstanding options, equity supply from Schnupp is predominantly time-based restricted stock vesting; anti-hedging/pledging constraints reduce misalignment risk .
- Governance and incentives: Double-trigger CIC vesting and no repricing provisions in the 2025 plan are shareholder-friendly; clawback policy provides downside protection in case of restatements .
- Company performance tailwinds: TSR and net income trends during her tenure are strong, and the CNCG Committee consistently highlights underwriting profit, combined ratio, and operating ROE as core pay drivers—supportive of disciplined growth and margin preservation .
Say-on-pay support: 96% approval in 2024 and 95% in 2023, indicating broad shareholder backing of the compensation framework .