Frederick L. Russell, Jr.
Director at KNSL
Board
About Frederick L. Russell, Jr.
Independent director of Kinsale Capital Group, Inc. since 2010, age 65, and Managing Partner at Virginia Capital Partners (since 1997). He holds a B.S. from the University of Virginia’s McIntire School of Commerce and an M.B.A. from The Wharton School, with core credentials in venture capital/private equity and financial services investing. He is not an employee of KNSL and has been determined independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinsale Capital Group, Inc. | Director (Independent) | Director since 2010 | Investment Committee member overseeing investment policies, strategies, and manager performance |
| Virginia Capital Partners | Managing Partner | Since inception in 1997 | Lead investor with focus on financial institutions |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Virginia Capital Partners | Managing Partner | Private | No other current public company directorships disclosed in proxy biography |
Board Governance
- Independence: Board determined Mr. Russell is independent under NYSE standards.
- Committee assignments: Investment Committee member (Investment Committee chaired by Anne C. Kronenberg; members include Michael P. Kehoe and Mr. Russell).
- Chair roles: None (not a committee chair; Lead Independent Director is Robert Lippincott, III).
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board met 4x; Investment Committee met 4x.
- Skills matrix: Financial industry experience; capital markets & investing; corporate governance.
- Board leadership: Combined Chair/CEO structure with a Lead Independent Director since March 2024.
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Cash retainer (non‑employee directors) | $105,000 | $110,000 (effective 2025) |
| Committee chair fee (if applicable) | $0 (not a chair) | $0 (not a chair) |
| Meeting fees | $0 (no per‑meeting fees) | $0 (no per‑meeting fees) |
| Annual RS grant (shares) | 447 shares (granted 1/1/2024) | 354 shares (granted 1/1/2025) |
| Annual RS grant (fair value) | $149,705 (2024 grant) | $164,656 (2025 grant) |
| Director’s 2024 total (Fees + Stock) | $254,705 | — |
Notes:
- 2024 RS vest on the first anniversary of grant; directors do not receive meeting fees. Chair retainers increased in 2025 (Audit +$40k, CNCG +$30k, Investment +$30k; not applicable to Russell).
Performance Compensation
| Component | 2024 | 2025 | Vesting/Performance Conditions |
|---|---|---|---|
| Performance Share Units (PSUs) | None disclosed for directors | None disclosed for directors | — |
| Stock options (new grants) | None to directors in 2024 | None disclosed in proxy for 2025 | — |
| Director RS metrics | Time‑vested only | Time‑vested only | RS awards vest after one year; dividends (if any) paid upon vest |
Plan protections:
- Omnibus Incentive Plan includes double‑trigger change‑in‑control vesting, no repricing without shareholder approval, and clawback applicability.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No compensation committee interlocks reported; none of the CNCG members had interlocking relationships. |
Expertise & Qualifications
- Education: B.S., University of Virginia (McIntire School of Commerce); M.B.A., The Wharton School.
- Domain expertise: Venture capital/private equity; investing in financial institutions; financial industry knowledge.
- Board skills matrix: Financial industry; capital markets & investing; corporate governance (checkmarks in skills table).
Equity Ownership
| Measure | Details |
|---|---|
| Beneficial ownership (as of 3/27/2025) | 28,367 shares; less than 1% of class |
| Breakdown | 447 shares common + 354 restricted held directly; 23,566 shares via The Frederick L. Russell, Jr. Revocable Trust; 4,000 options currently exercisable (counted in beneficial total) |
| Options | 4,000 options exercisable (no unexercisable options disclosed for directors) |
| Unvested RS (reference points) | 447 unvested RS at 12/31/2024; 354 RS granted 1/1/2025 |
| Value of “At‑Risk Investment” (Board table) | $13,807,637 (market value of KNSL equity/awards using 3/27/2025 close) |
| Hedging/pledging | Prohibited for directors (no hedging; no margin or pledging). |
Governance Assessment
-
Strengths
- Independent director with >15 years of service and deep investing experience in financial institutions; sits on Investment Committee, contributing to oversight of investment policies, strategies, and manager performance.
- Strong ownership alignment: meaningful personal stake; “At‑Risk Investment” of ~$13.8M; annual equity grants; anti‑hedging and anti‑pledging policy enhances alignment.
- Board determined all non‑CEO nominees, including Mr. Russell, are independent; each director attended at least 75% of Board/committee meetings in 2024.
- Shareholder support context: Say‑on‑pay received ~96% approval at 2024 meeting, signaling broad investor confidence in compensation governance.
- Plan design features (double trigger on CIC, no repricing, clawback) support investor‑friendly equity governance.
-
Watch items / potential red flags
- Long tenure can increase risk of collegiality bias; mitigated by presence of a Lead Independent Director and executive sessions of independent directors.
- Board leadership is combined Chair/CEO; offset by active Lead Independent Director responsibilities and independent committee structures.
- Director equity is time‑based RS (no performance conditions), which is common but offers less direct pay‑for‑performance linkage for directors.
- No related‑party transactions involving Mr. Russell are disclosed; continue to monitor Virginia Capital Partners relationships under the related‑person policy.
-
Conflicts and related‑party exposure
- Company policy requires Audit Committee review/approval of related‑person transactions; 2024 related‑party disclosure lists only arm’s‑length fees to BlackRock (a >5% holder). No transactions involving Mr. Russell are disclosed.
Director Compensation (detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $105,000 | Standard non‑employee director retainer |
| Stock Awards (grant‑date fair value) | $149,705 | 447 RS granted 1/1/2024; 1‑year vest |
| Total | $254,705 | Sum of cash + RS grant‑date value |
| 2025 RS grant | 354 shares; $164,656 | Granted 1/1/2025; 1‑year vest |
Board Skills Matrix (Mr. Russell)
| Skill | Indicator |
|---|---|
| Financial Industry Experience | Yes |
| Excess & Surplus Lines Experience | Not indicated |
| Capital Markets & Investing | Yes |
| Corporate Governance | Yes |
| Risk Management | Not indicated |
Attendance & Engagement
| 2024 Meetings | Board | Audit | CNCG | Investment |
|---|---|---|---|---|
| Meetings held | 4 | 8 | 4 | 4 |
| Mr. Russell attendance | ≥75% (company‑wide director minimum achieved) | — | — | Member; ≥75% overall |
Policies Relevant to Investor Alignment
- Anti‑hedging/anti‑pledging: Prohibits hedging, margin accounts, short sales, and pledging by directors.
- Clawback: Company policy seeks recovery of incentive‑based compensation upon restatements; 2025 Omnibus Plan also subjects awards to clawback.
- Director compensation structure: Cash retainer plus time‑vested RS; no per‑meeting fees.
Equity Ownership (detail)
| Category | Shares/Status |
|---|---|
| Direct common | 447 shares |
| Direct restricted stock | 354 shares (unvested as of 3/27/2025) |
| Trust holdings | 23,566 shares (Revocable Trust; Mr. Russell trustee) |
| Options exercisable | 4,000 (counted in beneficial ownership) |
| Total beneficial ownership | 28,367 shares; <1% of outstanding |
Summary Implications
- High ownership alignment and independent status, combined with investment oversight responsibilities, support investor confidence in board effectiveness and risk oversight.
- Monitoring items include long tenure under a combined Chair/CEO structure and reliance on time‑based director equity; mitigations include a strong Lead Independent Director role, executive sessions, and investor‑friendly plan safeguards.