Teresa P. Chia
Kinsale Capital GroupAbout Teresa P. Chia
Independent director of Kinsale Capital Group since January 2021; age 43; currently serves on the Audit Committee. Professional background spans insurance-focused investing and capital markets, and she is CFO of Vertafore, Inc. (insurance software) with a B.A. in Economics (Wellesley) and MBA (Harvard Business School) . The Board has determined she is independent under NYSE rules; all directors attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertafore, Inc. | Chief Financial Officer | Jan 2023–present | CFO of insurance software provider; capital allocation and financial oversight |
| Post Mills Capital, LLC | Managing Director | Mar 2021–Dec 2022 | Advisory/consulting to growth businesses in insurance/financials/consumer |
| White Mountains Capital LLC | Managing Director | Sep 2013–Feb 2021 | Direct investing and M&A in insurance/financial services |
| Permira Advisers LLC | Investment Professional | 2009–2013 | PE investing; global exposure |
| Nautic Partners, LLC | Investment Professional | Earlier career | Middle-market PE |
| Credit Suisse | Investment Banking | Earlier career | Capital markets and advisory |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Vertafore, Inc. | Chief Financial Officer | Private | Insurance enterprise software; potential industry adjacency, no related-party dealings disclosed by Kinsale |
Board Governance
- Committee memberships: Audit Committee member (Chair: Steven J. Bensinger); Audit Committee held 8 meetings in 2024 .
- Independence: Independent (NYSE); all Audit/CNCG members meet NYSE and Rule 10A-3 standards .
- Attendance: Each director attended at least 75% of aggregate Board/committee meetings in 2024; Board held 4 meetings and acted 10 times by unanimous consent .
- Skills profile: Financial industry, E&S lines, capital markets/investing, corporate governance; not named an “audit committee financial expert” (experts: Bensinger, Ritchie, Fortin) .
- Lead Independent Director: Robert Lippincott, III; executive sessions at each regularly scheduled Board meeting .
Fixed Compensation
| Component | 2024 | 2025 (Effective) |
|---|---|---|
| Annual cash retainer | $105,000 | $110,000 |
| Committee membership fees | None disclosed (only chair retainers) | None disclosed (only chair retainers) |
| Chair fees (if applicable) | N/A (not a chair) | N/A (not a chair) |
| Meeting fees | None (no per-meeting fees) | None (no per-meeting fees) |
Performance Compensation
| Grant Date | Shares | Fair Value ($) | Vesting |
|---|---|---|---|
| Jan 1, 2024 | 447 | 149,705 | Vested on Jan 1, 2025 (one-year vest) |
| Jan 1, 2025 | 354 | 164,656 | Vests on Jan 1, 2026 (one-year vest) |
- Structure: Director equity is time-based restricted stock under the 2016 Omnibus Incentive Plan; not performance-conditioned; dividends deferred until vest; no stock options outstanding for directors as of Dec 31, 2024 .
- 2025 policy highlights: Double-trigger CIC vesting and no option repricing in proposed 2025 Omnibus Incentive Plan (company-wide governance features) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Kinsale’s proxy for Ms. Chia |
| Prior public company boards | None disclosed for Ms. Chia |
| Committee interlocks | None; CNCG Committee interlocks/insider participation: none |
| Related party transactions | None disclosed involving Ms. Chia; 2024 related-party disclosure cites BlackRock investment management fees only |
Expertise & Qualifications
- Insurance and financial services investing and M&A; capital markets; corporate governance .
- Skills matrix indicates strength in financial industry, E&S lines, capital markets/investing, and corporate governance .
- Education: B.A. Economics (Wellesley); MBA (Harvard Business School) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Teresa P. Chia | 2,582 | 2,228 common; 354 restricted (Jan 1, 2025 grant) | <1% (“*” per proxy) |
- At-risk investment value: $1,256,789 (market value of common, restricted, and options; company methodology) .
- Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging by directors and employees .
Governance Assessment
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Board effectiveness and independence: Ms. Chia is independent and an active Audit Committee member; Audit met 8 times in 2024; Board and committee attendance thresholds met .
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Alignment: Ownership of 2,582 shares and ongoing annual restricted stock grants support alignment; one-year vesting creates short-duration equity exposure (less performance linkage than PSUs) .
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Compensation mix: Balanced cash retainer plus time-vested equity; no per-meeting fees; no chair fees applicable; increases to retainers (2025) modestly raise fixed cash but equity grants continue annually .
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Conflicts/related-party: No related-person transactions involving Ms. Chia disclosed; anti-hedging/pledging policy reduces misalignment risk .
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Shareholder signals: Say-on-pay support at ~96% in 2024 indicates broad investor approval of compensation governance (executive program) .
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RED FLAGS
- None disclosed for Ms. Chia regarding attendance, related-party transactions, hedging/pledging, or committee interlocks .