Michael P. Kehoe
About Michael P. Kehoe
Michael P. Kehoe is Chairman and Chief Executive Officer of Kinsale Capital Group (since March 1, 2024), and previously served as President and CEO from June 2009–March 2024, with over 30 years of underwriting, claims, and executive experience in P&C insurance. He holds a B.A. in Economics (Hampden-Sydney) and a J.D. (University of Richmond School of Law), age 58 . Under his leadership, Kinsale’s TSR grew to a $461.94 value of $100 invested from 12/31/2019 to 12/31/2024, alongside rising net income and underwriting profit used in incentive design . The Board combined the Chair and CEO roles in 2024 with a Lead Independent Director structure to balance governance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kinsale Capital Group, Inc. | President & CEO; now Chairman & CEO | 2009–present | Founded and scaled specialty E&S franchise; overseen profitable growth and capital allocation . |
| James River Insurance Company | President & CEO | 2002–2008 | Led underwriting operations and growth initiatives in specialty P&C . |
| Colony Insurance Company | Senior roles, culminating as VP Brokerage Underwriting | 1994–2002 | Built underwriting capabilities and distribution in E&S lines . |
External Roles
- No external public-company directorships for Mr. Kehoe are disclosed in the 2025 proxy biography .
Fixed Compensation
- Base salary increased effective Jan 1, 2024; CEO salary reported at $1,250,000 for 2024, up from $900,000 in 2023 .
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 762,500 | Annual salary paid in 2022 . |
| 2023 | 900,000 | Pre-2024 increase . |
| 2024 | 1,250,000 | Increase approved effective 1/1/2024 . |
Performance Compensation
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Annual Cash Incentive: Bonus pool based on actual underwriting profit (earned premiums + fee income − net losses − underwriting expenses, before bonuses). Target bonus: 150% of salary for CEO. 2024 payout: approximately 160% of target for the CEO, reflecting profitability above CNCG expectations; paid by March 15 following year . Most important measures: actual underwriting profit, combined ratio, operating ROE .
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Long-Term Incentives: Time-vested restricted stock (RS) granted annually; vests 25% per year over four years. 2016 IPO options remain outstanding and expire July 27, 2026 .
Annual cash incentive design and outcome (CEO)
| Metric | Weighting | Target | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|
| Actual underwriting profit (bonus pool) | Not specified | 150% of salary target | Above expectations | ~160% of target | Cash (by Mar 15 next year) |
Equity awards granted (CEO)
| Grant date | Instrument | Shares (#) | Grant-date fair value ($) |
|---|---|---|---|
| 3/1/2024 | RS | 4,843 | 2,499,860 |
| 3/1/2025 | RS | 6,367 | 2,749,589 |
Vesting schedule and outstanding equity as of 12/31/2024 (CEO)
| Instrument | Grant date | Unexercised/Unvested | Terms |
|---|---|---|---|
| Stock options | 7/26/2016 | 27,576 options exercisable; $16.00 strike; expires 7/27/2026 | 10-year term; IPO grant; 4-year vest schedule completed; standard post-termination exercise rules . |
| Restricted stock | 3/1/2021 | 1,022 shares unvested; $475,363 MV | Vests 25% annually over 4 years . |
| Restricted stock | 3/1/2022 | 2,381 shares unvested; $1,107,475 MV | Same . |
| Restricted stock | 3/1/2023 | 4,254 shares unvested; $1,978,663 MV | Same . |
| Restricted stock | 3/1/2024 | 4,843 shares unvested; $2,252,625 MV | Same . |
2024 realizations (CEO)
| Category | Shares (#) | Value realized ($) |
|---|---|---|
| Option exercises | 6,000 | 2,617,530 |
| RS vesting | 4,873 | 2,350,441 |
Multi-year CEO compensation mix
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 762,500 | 2,000,000 | 999,810 | 21,602 | 3,783,912 |
| 2023 | 900,000 | 2,500,000 | 1,799,975 | 23,102 | 5,223,077 |
| 2024 | 1,250,000 | 3,000,000 | 2,499,860 | 24,002 | 6,773,862 |
Governance mechanics affecting incentives
- Clawback: Company policy to recover incentive-based comp upon financial restatement; plan-level clawback applies to all awards .
- 2025 Omnibus Plan: double-trigger change-in-control vesting for assumed awards; no repricing; ≥1-year vesting standard; 860,500 share reserve; no discount options/SARs .
Equity Ownership & Alignment
Beneficial ownership (as of 3/27/2025)
| Holder | Shares (#) | % of class |
|---|---|---|
| Michael P. Kehoe | 916,357 | 3.9% |
Breakdown (CEO)
- Direct: 289,016 common; 14,027 restricted .
- Options exercisable within 60 days: 27,576 .
- Indirect: 585,738 held by M.P. Kehoe, LLC (Mr. Kehoe is manager) .
- “Value of At-Risk Investment” for Kehoe cited by Board: $446,036,770 (based on 3/27/2025 close) .
Alignment policies
- Executive stock ownership guidelines: CEO 5x salary; all executives were in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging: Prohibits hedging, short sales, placing shares in margin accounts, and pledging Company stock .
Insider selling pressure indicators
- Regular RS vesting (25%/year) and remaining unvested balances (see table) create predictable liquidity windows .
- 2016 IPO options (27,576 @ $16) expire 7/27/2026, potentially influencing timing of exercises/sales as expiration approaches .
Employment Terms
Key terms (Kehoe’s employment agreement)
- Effective since June 4, 2009; auto-renews annually unless 90-day notice; termination by Company for cause/without cause/for disability; or by executive for good reason/without good reason .
- Severance: If terminated without cause, for good reason, or upon term expiration by Company, continuation of base salary and benefits for 12 months (subject to release) .
- Restrictive covenants: confidentiality; one-year post-termination non-compete and non-solicit .
Potential payments (as of 12/31/2024)
| Scenario | Severance ($) | Health & Welfare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Involuntary not-for-cause or good reason | 1,250,000 | 24,291 | — | 1,274,291 |
| Death/Disability | — | — | 5,814,126 | 5,814,126 |
Note: Equity accelerates on death/disability per plan; the 2025 Omnibus Plan applies double-trigger vesting on CIC for assumed awards .
Board Governance
- Board service: Director since 2009; Chairman & CEO since March 1, 2024; member of the Investment Committee (Chair: Anne C. Kronenberg; members: Kehoe, Russell) .
- Dual-role implications: Board determined combined Chair/CEO structure with a Lead Independent Director (Robert Lippincott III) is in stockholders’ best interests; LID sets agendas with CEO, presides over executive sessions, and leads independent oversight .
- Independence: All director nominees are independent except Mr. Kehoe .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board held 4 meetings and 10 unanimous written consents .
- Director compensation: Employee directors (including Mr. Kehoe) receive no director fees; non-employee director retainers and RS awards disclosed separately .
Performance & Track Record
Pay versus performance (select measures)
| Year | Net Income ($) | Actual Underwriting Profit ($) | KNSL TSR (value of $100) |
|---|---|---|---|
| 2020 | 88,419,000 | 64,301,708 | 197.28 |
| 2021 | 152,659,000 | 152,209,751 | 235.07 |
| 2022 | 159,114,000 | 200,333,134 | 258.97 |
| 2023 | 308,093,000 | 269,797,812 | 332.19 |
| 2024 | 414,843,000 | 323,080,601 | 461.94 |
Compensation actually paid (CAP) rose with stock price appreciation, consistent with equity-heavy design and the Company’s emphasis on underwriting profit for annual bonuses .
Company fundamentals (for context)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 438,864,000* | 613,927,000* | 845,401,000* | 1,174,872,000* | 1,500,757,000* |
| EBITDA ($) | 102,155,000* | 192,103,000* | 202,569,000* | 397,592,000* | 530,652,000* |
| *Values retrieved from S&P Global. |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received approximately 96% approval, indicating strong shareholder support for compensation practices .
Compensation Committee & Peer Practices
- CNCG Committee: Gregory M. Share (Chair), Robert V. Hatcher III, Robert Lippincott III; independent under NYSE rules .
- No compensation consultant retained in 2024; in 2025, the Committee engaged Semler Brossy for the 2025 Omnibus Plan .
Risk Indicators & Policies
- Anti-hedging/anti-pledging policy across directors and officers reduces alignment risks from derivatives/pledges .
- Clawback policy for incentive-based pay on restatement; Omnibus Plan clawback applies to awards .
- Related-party transactions policy in place; 2024 example: BlackRock asset management fees disclosed; no Kehoe-specific related-party items disclosed .
Equity Ownership & Beneficial Ownership Details (CEO)
| Category | Amount |
|---|---|
| Beneficial ownership (total shares) | 916,357 |
| % of outstanding shares | 3.9% |
| Direct common | 289,016 |
| Restricted stock (direct) | 14,027 |
| Options exercisable (60 days) | 27,576 |
| Indirect (M.P. Kehoe, LLC) | 585,738 |
Employment Terms – Additional Provisions
- Severance multiple: salary+benefits for 12 months (no cash bonus multiple) .
- CIC treatment: Double-trigger vesting for equity awards under 2025 Omnibus Plan if assumed by acquirer; single-trigger only if not assumed or substituted .
- Pension/SERP: No supplemental retirement plan; standard 401(k) with 100% match on first 6% contributions; included in “All Other Compensation” .
Investment Implications
- Strong alignment: Significant beneficial ownership (3.9%) and at-risk investment, formal 5x-salary ownership guideline (in compliance), and prohibitions on hedging/pledging mitigate misalignment risk and reduce forced-selling triggers from margin activity .
- Incentive design focus on underwriting profitability (bonus pool), with demonstrated above-target payouts in strong years, links cash pay to core operating drivers; equity is time-based RS, creating retention and sustained exposure to stock performance .
- Liquidity calendar: Annual RS vesting and 2016 options expiring 7/27/2026 may shape trading cadence; option expiration could pull forward exercises/sales near mid-2026 .
- Governance: Combined Chair/CEO model is counterbalanced by a Lead Independent Director and fully independent key committees; 96% say-on-pay support suggests low immediate governance risk premium .
- Performance backdrop: Rising net income and underwriting profit, plus multi-year TSR outperformance vs sector proxy in pay-versus-performance disclosure, support pay-for-performance alignment and reduce headline risk on compensation .