Mary Jane B. Fortin
Director at KNSL
Board
About Mary Jane B. Fortin
Independent director of Kinsale Capital Group, Inc. since October 2024; age 60. Currently Chief Financial Officer of MassMutual, joined November 2024 and appointed CFO effective January 2025. Education: B.S. in Accounting (University of Connecticut), MBA (Wharton), Certified Public Accountant. Core credentials: 35+ years in financial services; designated audit committee financial expert; capital markets and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thrivent Financial | President & Chief Commercial Officer | May 2020 – Nov 2023 | Led insurance and wealth management businesses; go-to-market transformation |
| Allstate Financial | President | Oct 2015 – Apr 2020 | Oversight of life, retirement, benefits businesses |
| American General (AIG U.S. life) | Leadership roles | Not disclosed | Life insurance operations experience |
| The Hartford | Leadership roles | Not disclosed | Insurance leadership |
| Arthur Andersen | Public accountant | Career start | CPA foundation |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| MassMutual (mutual insurer) | Chief Financial Officer | CFO since Jan 2025; joined Nov 2024 | Executive role; not a public company board seat |
Board Governance
- Independence: Board determined Fortin independent under NYSE rules; Audit and CNCG committees comprised of independent directors .
- Committee Assignments: Audit Committee member; Audit Committee held 8 meetings in 2024; Fortin designated as an “audit committee financial expert” and financially literate .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024 while in office .
- Board structure: Combined Chair/CEO with Lead Independent Director presiding over executive sessions; non-employee directors meet in executive session at each regular meeting .
Fixed Compensation
| Item | 2024 | 2025 (Policy Levels) |
|---|---|---|
| Annual Board retainer (cash) | $26,250 (prorated for Fortin joining Oct 2024) | $110,000 base for non-employee directors (effective 2025) |
| Meeting fees | None (no meeting fees paid) | None (policy unchanged) |
| Chair/Lead additional retainers (for reference) | Audit Chair $35,000; CNCG Chair $25,000; Investment Chair $25,000; Lead Independent Director $60,000 | Audit Chair $40,000; CNCG Chair $30,000; Investment Chair $30,000; Lead Independent Director $75,000 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director restricted stock (Fortin) | Jan 1, 2025 | 354 | $164,656 | 100% vest on first anniversary of grant date |
| Annual director restricted stock (general 2024 cycle; Fortin joined post-grant) | Jan 1, 2024 | — (Fortin) | — (Fortin) | 2024 grants to other directors: 447 shares each; vest on first anniversary |
No performance-based metrics are tied to director equity; awards are time-based vesting. Clawback provisions apply to awards under the proposed 2025 Omnibus Incentive Plan; double-trigger CIC vesting; no option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Fortin .
- Committee roles at other companies: Not disclosed .
- Interlocks: Company reports no compensation committee interlocks or insider participation for CNCG members; Fortin is not on CNCG .
Expertise & Qualifications
- Financial industry leadership across life and retirement lines; capital markets and governance experience .
- Audit committee financial expert; CPA; financial literacy .
- Strategic and commercial transformation track record (Thrivent) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Type | % of Class |
|---|---|---|---|
| Mary Jane B. Fortin | 354 | Restricted stock held directly | <1% (company disclosure) |
- At-risk investment value attributed to Fortin: $172,310 based on 3/27/2025 closing price methodology used in the proxy .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging shares; applies to directors .
- Outstanding shares at record date: 23,307,618 (context for % ownership) .
Governance Assessment
-
Positive signals:
- Independent Audit Committee member and designated financial expert; strengthens financial oversight .
- Time-based equity grants and clear vesting; reasonable chair/lead retainer structure; no meeting fees (discourages pay-for-attendance gaming) .
- Robust insider trading policy banning hedging/pledging; director and officer indemnification in place .
- Strong shareholder support for executive compensation (96% say-on-pay in 2024), indicating investor confidence in governance and pay frameworks .
-
Potential conflicts/risks:
- Dual responsibilities as MassMutual CFO may raise time-commitment considerations; Board reports minimum 75% attendance compliance in 2024, but ongoing monitoring advisable .
- Insurance industry ties broadly aligned but not a direct E&S competitor; no related-person transactions disclosed involving Fortin; only BlackRock investment management fees noted as a related-person transaction for 2024 .
-
RED FLAGS: None disclosed specific to Fortin (no pledging/hedging, no related-party transactions, no attendance issues reported) .
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Compensation structure notes:
- Director pay mix: cash retainer plus annual time-vested restricted stock; no performance conditions, consistent with market practice and independence safeguards .
- 2025 Omnibus Plan adds governance features (double-trigger CIC, clawback, no repricing), supportive of shareholder-friendly design .
-
Board context:
- Combined Chair/CEO with a strong Lead Independent Director framework and executive sessions enhances independent oversight; Audit Committee met eight times in 2024 .