Steven J. Bensinger
Director at KNSL
Board
About Steven J. Bensinger
Steven J. Bensinger, age 70, has served as an independent director of Kinsale Capital Group since July 2015 and currently chairs the Audit Committee; the Board has designated him an “audit committee financial expert.” He is Senior Advisor at Howden Re (formerly Howden Tiger) and previously served as EVP & CFO of The Hanover Insurance Group and as CFO and later Vice Chairman, Financial Services at AIG. He holds a B.S. from NYU’s Stern School of Business.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Howden Re (formerly Howden Tiger) | Senior Advisor | Since Oct 2015 | Strategic/reinsurance advisory to insurance industry |
| FTI Consulting | Senior Managing Director, Global Insurance Services | Prior to Oct 2015 | Insurance advisory experience |
| The Hanover Insurance Group | EVP & Chief Financial Officer | Jan 2010 – Jun 2011 | Financial leadership |
| American International Group (AIG) | CFO; later Vice Chairman, Financial Services (while retaining CFO responsibilities) | Sep 2002 – Oct 2008; Vice Chairman from May 2008 | Senior financial leadership through industry cycle |
| Combined Specialty Group (Aon); Chartwell Re; Skandia America; Coopers & Lybrand | Senior roles | Not dated | Broad insurance and financial expertise |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Accredited Insurance Program Management | Director | Current directorship |
| Clearcover Insurance Company | Director | Current directorship |
| The Doctors Company | Director | Current directorship |
| Ariel Re Holdings Limited | Director | Current directorship |
Board Governance
- Committee assignments: Chair, Audit Committee; Audit members include Bensinger (Chair), Teresa P. Chia, Mary Jane B. Fortin (James J. Ritchie until his term ends at the 2025 AGM). The Audit Committee held 8 meetings in 2024. The Board anticipates reducing Audit to three members following the AGM.
- Independence: The Board determined all director nominees other than the CEO (Michael P. Kehoe) are independent under NYSE rules; Audit and CNCG members meet NYSE/SEC independence standards.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024. The Board held 4 meetings and acted 10 times by unanimous consent in 2024.
- Board leadership: Combined Chair/CEO role with a Lead Independent Director (Robert Lippincott, III) presiding over executive sessions of non-management directors.
- Risk oversight: Audit oversees financial reporting, internal controls, and risk assessment/management; cybersecurity oversight at the full Board level beginning in 2025.
- Alignment signal: “Value of At‑Risk Investment” for Bensinger is $13,817,859 as of Mar 27, 2025 (common, restricted, options at closing price), indicating material personal exposure.
Fixed Compensation
| Component | 2024 Amount | 2025 Program Changes | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee directors) | $105,000 | Increased to $110,000 effective 2025 | Applies to all non-employee directors |
| Audit Committee Chair fee | $35,000 | Increased to $40,000 effective 2025 | Bensinger as Chair |
| Fees earned (Bensinger) | $140,000 | — | 2024 actual cash fees |
| Meeting fees | $0 | $0 | No per-meeting fees; expenses reimbursed |
Performance Compensation
| Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director RS (Bensinger) | 01/01/2024 | 447 | 149,705 | Vests on 1st anniversary | None disclosed; time-based only |
| Annual director RS (all non-employee directors) | 01/01/2025 | 354 | 164,656 | Vests on 1st anniversary | None disclosed; time-based only |
- Director equity under the 2016 Omnibus Plan; dividends on restricted stock are paid only upon vesting (forfeit if not vested). Awards are subject to clawback policies and, if under the 2025 Plan (pending shareholder approval), double-trigger CIC vesting and no repricing without shareholder approval.
Other Directorships & Interlocks
- Current directorships: Accredited Insurance Program Management; Clearcover Insurance Company; The Doctors Company; Ariel Re Holdings Limited. No related-party transactions involving Bensinger are disclosed by Kinsale; the only disclosed 2024 related party service was BlackRock’s investment management services (~$2.4M fees).
- Independence affirmed by the Board; Audit Committee independence and financial expert designation underscore governance robustness.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; deep CFO experience at AIG and Hanover; extensive insurance sector leadership.
- Industry knowledge: 30+ years in insurance across underwriting, reinsurance, and financial management.
- Education: B.S., NYU Stern School of Business.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Composition | Notes |
|---|---|---|---|---|
| Steven J. Bensinger | 28,388 | * | 28,034 common; 354 restricted stock (granted 01/01/2025) | “*” denotes less than 1% of outstanding; based on 23,307,618 shares outstanding as of Mar 27, 2025 |
| Unvested/vested breakdown | Unvested RS: 354 | — | No director stock options outstanding/unvested at 12/31/2024 | 2024 director RS grants vested 01/01/2025; 2025 RS vests 01/01/2026 |
Additional alignment policies:
- Anti-hedging/anti-pledging: Directors, officers, and employees are prohibited from hedging, short sales, placing shares in margin accounts, or pledging Kinsale stock.
Governance Assessment
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Strengths
- Independent director with substantial insurance CFO and risk management background; designated audit committee financial expert; chairs an Audit Committee that met 8 times in 2024.
- Material personal ownership (>$13.8M at-risk) supports shareholder alignment; anti-hedging/anti-pledging policy enhances alignment.
- Board-wide independence (except CEO), executive sessions each regular meeting, and clear risk/cyber oversight structure.
- Strong shareholder support for compensation program (96% say‑on‑pay approval in 2024), reflecting broader governance credibility.
-
Watch items / potential conflicts
- Industry overlap: Senior Advisor role at Howden Re (reinsurance broker) and multiple insurance directorships could present situational conflicts; however, the Board affirmed independence and disclosed no related-party transactions involving Bensinger. Continued audit of any potential dealings is prudent.
- Director equity is time-based (not performance-conditioned), consistent with prevailing practice but provides less direct performance linkage than PSUs; nonetheless, policy-level clawback and plan protections mitigate risk.
-
Engagement/attendance
- Met the company standard of at least 75% attendance; Audit Committee under his chairmanship met eight times in 2024.
Overall, Bensinger’s financial depth, audit leadership, and meaningful ownership support investor confidence; ongoing monitoring for potential reinsurance-related conflicts remains advisable despite no related-party findings to date.