Gregory M. Share
Director at KNSL
Board
About Gregory M. Share
Gregory M. Share, 51, is an independent director of Kinsale Capital Group, Inc. and Chair of the Compensation, Nominating & Corporate Governance (CNCG) Committee. He has served on the Board since August 2017 (and previously from inception in June 2009 to March 2015), bringing 20+ years of private equity and insurance investing experience; he is currently a Managing Director at Oaktree Capital Management and holds a B.S. in Economics from The Wharton School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management | Managing Director | Jan 2021 – Present | Investment leadership in insurance/financials (Board skills matrix highlights capital markets/investing) |
| Ambina Partners LLC | Managing Partner; then Chairman | Apr 2015 – Dec 2020; Chairman thereafter (start date not disclosed) | Private investment leadership |
| Moelis Capital Partners LLC | Partner | Aug 2008 – Mar 2015 | Private equity investments |
| Fortress Investment Group LLC | Managing Director | Aug 2003 – Jul 2008 | Private equity investments |
| Madison Dearborn Partners, LLC | Vice President | Aug 1998 – Jul 2003 | Private equity investments |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Runway Growth Finance Corporation | Director | Current | Committee roles not disclosed in KNSL proxy |
| Neo Performance Materials Inc. | Director | Aug 2020 – Sep 2022 | Former public board service |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Mr. Share is independent.
- Committee roles: Chair, CNCG Committee; member of CNCG (committee comprised of Share (Chair), Hatcher, Lippincott).
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; the Board held 4 meetings, CNCG held 4 meetings (Audit held 8).
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting; the Lead Independent Director presides.
- Compensation committee advisors: CNCG did not retain a consultant in 2024; engaged Semler Brossy in 2025 to assist with the 2025 Omnibus Incentive Plan.
- Anti‑hedging/pledging: Insider trading policy prohibits hedging, short sales, margin accounts and pledging by directors and officers.
Committee Assignments (KNSL)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation, Nominating & Corporate Governance (CNCG) | Chair | 4 |
Fixed Compensation
| Component | 2024 Amount | Source/Notes |
|---|---|---|
| Annual Board retainer (cash) | $105,000 | Standard non‑employee director retainer |
| CNCG Committee Chair retainer (cash) | $25,000 | Chair fee for CNCG |
| Total cash fees earned (Share) | $130,000 | Matches director compensation table (fees earned) |
| Meeting fees | $0 | Kinsale does not pay meeting fees |
| 2025 Cash Retainer Structure (Effective) | Amount | Source/Notes |
|---|---|---|
| Annual Board retainer (cash) | $110,000 | Effective in 2025 |
| CNCG Committee Chair retainer (cash) | $30,000 | Effective in 2025 |
Performance Compensation
| Grant | Grant Date | Shares | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director RSA | Jan 1, 2024 | 447 | $149,705 | Vests on 1st anniversary | Granted under 2016 Omnibus Incentive Plan |
| Annual director RSA | Jan 1, 2025 | 354 | $164,656 | Vests on 1st anniversary | Granted under 2016 Omnibus Incentive Plan |
| Options outstanding (directors) | — | — | — | — | No unvested stock option awards as of Dec 31, 2024 |
- Performance metrics: Director equity is time‑based (no performance metrics disclosed for director awards).
- Plan protections: 2025 Omnibus Incentive Plan includes double‑trigger change‑in‑control vesting for assumed awards and clawback coverage; no repricing without shareholder approval.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Runway Growth Finance Corporation (Director) |
| Prior public boards | Neo Performance Materials Inc. (Aug 2020 – Sep 2022) |
| Interlocks | No compensation committee interlocks or insider participation disclosed. |
Expertise & Qualifications
- Board skills matrix flags expertise in Financial Industry, Excess & Surplus Lines, Capital Markets & Investing, and Corporate Governance.
- Extensive investing background across leading private equity and alternative asset managers; prior Kinsale board service from inception enhances institutional memory.
Equity Ownership
| Category | Shares/Value | Notes |
|---|---|---|
| Common stock held directly | 2,025 | As of record date |
| Unvested restricted stock | 354 | Jan 1, 2025 RSA; vests Jan 1, 2026 |
| Indirect ownership | 30,000 | Held by Ambina Capital Partners LLC; Mr. Share is a managing member |
| Total beneficial ownership | 32,379 | Sum of above per proxy footnote |
| Ownership as % of shares outstanding | ≈0.14% | 32,379 / 23,307,618 shares outstanding (Record Date) |
| “Value of At‑Risk Investment” (proxy presentation) | $15,760,478 | Market value of holdings at 3/27/2025 close (company disclosure) |
| Pledging/Hedging | Prohibited by company policy for directors | Anti‑hedging/anti‑pledging policy |
Governance Assessment
- Strengths: Independent director; Chair of CNCG overseeing pay, nominations, annual Board evaluations, and succession; Board confirms independence after reviewing relationships; strong attendance culture; director equity grants vest over one year; anti‑hedging/pledging policy in place; plan features double‑trigger CoC and clawback—supportive of investor alignment.
- Incentives/Alignment: Balanced cash/equity mix; 2024 cash fees of $130,000 and time‑based stock awards; beneficial ownership totals 32,379 shares (including 30,000 via Ambina), indicating material alignment; company reported “value of at‑risk investment” for Share of $15.76M.
- Potential conflicts: No related‑party transactions involving Mr. Share disclosed; compensation committee interlocks not present. The Board considered director relationships in its independence assessment and found no impairment.
- Shareholder sentiment: Say‑on‑pay support was ~96% in 2024, suggesting broad investor approval of compensation governance.
No RED FLAGS identified in the proxy for Gregory M. Share (no low attendance, no related‑party transactions, no hedging/pledging allowances, no option repricing). Continued monitoring of external affiliations is customary, but the Board’s independence determination and absence of related‑party disclosures are supportive of governance quality.