Robert V. Hatcher, III
Director at KNSL
Board
About Robert V. Hatcher, III
Independent director at Kinsale Capital Group, Inc. since January 2021, age 68, with over 40 years of insurance and reinsurance experience. Previously Vice Chairman (2018–2021), EVP (2006–2017), and SVP (1994–2006) at Willis Re; earlier roles at Towers Perrin Reinsurance, Willis Faber Ltd., and Chubb & Son. B.A. in Economics from Hampden-Sydney College. Current Kinsale board service includes the Compensation, Nominating & Corporate Governance (CNCG) Committee; independence affirmed under NYSE standards; attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willis Re Inc. (Willis Towers Watson plc) | Vice Chairman | Jan 2018 – Apr 2021 | Senior leadership in reinsurance brokerage/strategy |
| Willis Re Inc. | Executive Vice President | Apr 2006 – Dec 2017 | Business development/operations oversight |
| Willis Re Inc. | Senior Vice President | Jan 1994 – Apr 2006 | Client management, reinsurance solutions |
| Towers Perrin Reinsurance; Willis Faber Ltd.; Chubb & Son Inc. | Various roles of increasing responsibility | Prior to 1994 | Insurance/reinsurance underwriting and advisory foundation |
External Roles
- No current public company directorships disclosed for Mr. Hatcher; prior roles listed are operating/executive positions, not board seats .
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Audit and CNCG members meet NYSE and Rule 10A-3 independence standards .
- Committee membership: CNCG Committee member (Chair: Gregory M. Share; members: Hatcher, Robert Lippincott, III) .
- Meeting activity (2024): Board held 4 meetings; Audit held 8; CNCG held 4 and acted 6 times by unanimous consent; Investment held 4. Each director attended ≥75% of applicable meetings .
- Lead Independent Director: Robert Lippincott, III; executive sessions of non-employee directors occur at each regular board meeting .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director; CNCG member meets NYSE independence |
| Committee assignments | CNCG Committee (non-chair) |
| Attendance (2024) | ≥75% of Board and committee meetings; Board met 4x |
| Executive sessions | Held at each regular Board meeting; led by Lead Independent Director |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Independent Director Fee ($) | Notes |
|---|---|---|---|---|
| 2023 | 100,000 | N/A (not a chair) | N/A | Standard director retainer |
| 2024 | 105,000 | N/A (not a chair) | N/A | No per-meeting fees; reimbursement of reasonable expenses |
| 2025 (effective) | 110,000 | Chair fees increased to Audit: 40,000; CNCG: 30,000; Investment: 30,000 (not applicable to Hatcher) | 75,000 (not applicable) | Policy updates effective 2025 |
Performance Compensation
Directors receive time-based restricted stock; no performance-based equity metrics disclosed for directors. Annual grants vest on the first anniversary of grant date; no director stock options outstanding as of year-end 2024 .
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 1, 2023 | Restricted Stock | 440 | 115,069 | 1-year cliff (vested Jan 1, 2024) |
| Jan 1, 2024 | Restricted Stock | 447 | 149,705 | 1-year cliff (vested Jan 1, 2025) |
| Jan 1, 2025 | Restricted Stock | 354 | 164,656 | 1-year cliff (vests Jan 1, 2026) |
Director Compensation (Annual Summary)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 100,000 | 115,069 | 215,069 |
| 2024 | 105,000 | 149,705 | 254,705 |
Other Directorships & Interlocks
- Compensation committee interlocks: None; no insider participation conflicts disclosed .
- Other current public boards: None disclosed for Hatcher .
Expertise & Qualifications
- Skills matrix: Financial industry experience; Excess & Surplus lines; Corporate governance; Risk management .
- Education: B.A. in Economics, Hampden-Sydney College .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares owned (direct) | 1,433 |
| Unvested restricted stock | 354 (Jan 1, 2025 grant) |
| Total beneficial ownership | 1,787 shares; less than 1% of class |
| At-risk investment value | $869,822 (based on Mar 27, 2025 close) |
| Pledged/Hedged shares | Prohibited by insider trading policy (no pledging, hedging, margin accounts, short sales) |
Governance Assessment
- Committee effectiveness: As CNCG member, Hatcher participates in CEO/NEO compensation oversight, director evaluations, succession planning, and governance monitoring; CNCG met four times plus six unanimous consents in 2024, indicating active engagement .
- Independence and conflicts: Independence affirmed; no related-party transactions involving Hatcher disclosed; firm policy requires Audit Committee review and approval of any related-party transactions; 2024 related-party activity limited to BlackRock arm’s-length investment management fees .
- Ownership alignment: Holds 1,787 shares with clear at-risk value; receives annual restricted stock with 1-year vesting; anti-hedging and anti-pledging policies support alignment with shareholders .
- Attendance/engagement: Met ≥75% attendance threshold; overall Board and committee cadence suggests regular participation; executive sessions at each meeting enhance independent oversight .
- Say-on-pay signals: Strong shareholder support for executive pay (≈96% in 2024; ≈95% in 2023), indirectly validating CNCG oversight; Hatcher is part of the committee overseeing compensation .
RED FLAGS
- None identified specific to Hatcher: no disclosed related-party transactions, no hedging/pledging, no committee interlock, and independence validated .