Robert Lippincott, III
About Robert Lippincott, III
Robert Lippincott, III, age 78, is Lead Independent Director of Kinsale Capital Group (KNSL). He has served on the Board since July 2010, was Chairman of the Board from March 2015 to March 2024, and became Lead Independent Director in March 2024, bringing 50 years of insurance experience in underwriting and executive roles. He is President of Lippincott Consulting, LLC, and holds a B.S. in Marketing and Management Science from St. Joseph’s College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lippincott Consulting, LLC | President | Current | Advisory leadership |
| Quanta Capital Holdings Inc. | Interim Chief Executive Officer | Nov 2005 – Sep 2006 | Transition leadership; prior director |
| Towers Perrin Re | Executive Vice President | Not disclosed | Senior reinsurance executive |
| AXA Property & Casualty Reinsurance companies | Chairman & CEO (founder) | Founded Oct 1983 | Built AXA reinsurance platform |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Quanta Capital Holdings Inc. | Director | Prior | Public company director experience |
| AXA Art Insurance Company | Director | Prior | Specialty insurance oversight |
No current public company directorships are disclosed for Mr. Lippincott in KNSL’s 2025 proxy .
Board Governance
- Roles: Lead Independent Director (since Mar 2024), Board member (since 2010), member of Compensation, Nominating & Corporate Governance (CNCG) Committee; not a committee chair .
- Independence: Independent under NYSE rules (all nominees except the CEO are independent) .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; Board held 4 meetings; CNCG Committee held 4 meetings and acted 6 times by unanimous consent; directors attended the 2024 Annual Meeting .
- Lead Independent Director responsibilities: Liaison between management and independent directors, co-sets Board agenda with Chair/CEO, presides over executive sessions at each regularly scheduled Board meeting .
- Risk oversight: Board (not Audit Committee) assumed cybersecurity oversight beginning in 2025; CIO and InfoSec head present to Board at least semi-annually .
- Compensation committee interlocks: None; CNCG had no interlocking relationships or insider participation issues disclosed .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 105,000 | Paid to non-employee directors; no per-meeting fees |
| Lead Independent Director Retainer | 60,000 | Additional retainer for LID |
| Total Cash Fees (2024) | 165,000 | Matches disclosure for Lippincott |
Effective in 2025, retainers increased: Board retainer to $110,000; LID retainer to $75,000; Audit Chair to $40,000; CNCG Chair to $30,000; Investment Chair to $30,000 .
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | Jan 1, 2024 | 447 | 149,705 | Vests on first anniversary |
| Restricted Stock | Jan 1, 2025 | 354 | 164,656 | Vests on first anniversary |
- Directors receive time-based restricted stock under the 2016 Omnibus Incentive Plan; no options or PSUs outstanding as of year-end 2024; dividends accrue and are paid upon vesting .
- Awards are subject to the Company’s clawback policy and Omnibus Plan clawback/recovery provisions; the 2025 Omnibus Plan includes double-trigger change-in-control vesting for assumed awards .
Other Directorships & Interlocks
| Company | Sector | Role | Period |
|---|---|---|---|
| Quanta Capital Holdings Inc. | Insurance | Director | Prior |
| AXA Art Insurance Company | Insurance | Director | Prior |
Company reports no CNCG Committee interlocks and no related-party transactions involving directors beyond standard indemnification; BlackRock, a >5% holder, provided investment management services to Kinsale on arm’s-length terms (~$2.4M fees in 2024) .
Expertise & Qualifications
- Skills matrix: Financial industry experience, Excess & Surplus lines experience, Capital markets & investing, Corporate governance, Risk management (all checked for Lippincott) .
- 50 years of insurance experience across underwriting and executive leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Mar 27, 2025) | 8,162 shares (7,808 common + 354 restricted) |
| Ownership % of Outstanding | <1% (based on 23,307,618 shares outstanding) |
| At-Risk Investment Value | $3,972,854 (market value of common, restricted, options; computed at $486.75 close) |
| Vested vs. Unvested | Vested: 7,808; Unvested: 354 restricted (vesting Jan 1, 2026) |
| Pledging/Hedging | Prohibited by insider trading policy (no hedging, short sales, margin, or pledging) |
Governance Assessment
- Strengths: Long-tenured independent leadership (former Chair, current LID), full independence under NYSE rules, solid attendance and active CNCG participation; explicit executive sessions led by LID; clear clawback and anti-hedging/pledging policies; strong shareholder support on say‑on‑pay (96% approval in 2024) .
- Potential risk factors: Combined Chair/CEO structure (adopted March 2024) places additional weight on LID effectiveness and independent director engagement; Board cites benefits and ongoing review of structure and shareholder feedback .
- Compensation alignment: Director pay is modest and balanced (cash retainer + time-based equity) with no meeting fees and no options; 2025 increases suggest benchmarking to market and role demands (LID retainer up to $75k) .
- Conflicts: No related-party transactions involving Mr. Lippincott; CNCG disclosures show no interlocks; anti-hedging/pledging mitigates alignment risks .
RED FLAGS: None disclosed for attendance, related-party transactions, hedging/pledging, or pay anomalies. The Chair/CEO combination requires continued robust LID oversight and executive session rigor .