Dennis Langwell
SAFETY INSURANCE GROUPAbout Dennis J. Langwell
Dennis J. Langwell, 66, is an independent director of Safety Insurance Group, Inc. (SAFT) since April 5, 2023, serving as Chairperson of the Compensation Committee and member of the Audit Committee; he qualifies as an “Audit Committee Financial Expert.” He is a retired senior executive of Liberty Mutual Insurance, having served as Vice Chairman of Insurance Operations, President of Global Risk Solutions, and earlier Executive Vice President and Chief Financial Officer (2003–2018). He holds a B.S. in Accounting from Providence College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Mutual Insurance | Vice Chairman, Insurance Operations | Through 2021 | Senior enterprise leadership across insurance operations |
| Liberty Mutual Insurance | President, Global Risk Solutions | Preceded Vice Chair (dates not separately specified) | Led $20B global commercial (re)insurance business |
| Liberty Mutual Insurance | EVP & Chief Financial Officer | 2003–2018 | Finance leadership; qualifies as Audit Committee Financial Expert |
| KPMG | Early career | Not specified | Foundation in accounting and audit |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| James River Group | Director | Current | Public company board service |
| Companion Protect | Director | Current | Private company board |
| Owl.co | Advisory Board Member | Current | Insurtech advisory role |
| Providence College | Trustee | Current | Alma mater trustee |
| U.S.S. Constitution Museum | Chairman, Board of Trustees | Current | Non-profit leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Langwell is an independent director under NASDAQ and SEC rules |
| Committee Assignments | Compensation Committee (Chair); Audit Committee (Member) |
| Financial Expertise | Designated “Audit Committee Financial Expert” |
| Attendance | 100% attendance at Board and committee meetings in 2024; Board met 5x; Audit 4x; Compensation 4x; Nominating & Governance 4x; Investment 4x |
| Board Structure | CEO is Chair; Lead Independent Director role defined (Meehan) with agenda/info approval and executive session leadership |
| Executive Sessions | Non-executive directors hold executive session at each quarterly Board meeting |
| Chair Term Limits | Committee chair roles subject to a three-year term limit; Lead Independent Director has a five-year limit |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | Policy: $95,000; Actual paid to Langwell: $101,250 | Cash policy disclosed; actual 2024 cash paid per table |
| Committee chair fee (Compensation) | Policy: +$12,500 | Chair fee policy disclosed |
| Equity grant (non-employee directors) | 1,000 shares | Granted Feb 27, 2024 at $85.61; grant-date fair value $85,610 |
| Total director compensation (2024) | $186,860 | Cash $101,250; Stock award $85,610 |
Notes: Directors must maintain stock ownership equal to at least four times their annual cash retainer, to be met within five years of becoming a director. All directors with ≥5 years tenure comply; newer directors (Farina, Gray, Langwell) are progressing toward the guideline. Hedging and pledging of company stock are prohibited under insider trading policy.
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock Consideration |
|---|---|---|---|
| James River Group | Insurance | Director | Public board seat disclosed; company reports no related-party transactions in 2024 |
| Companion Protect | Insurance services | Director | Private company; no related-party transactions reported |
| Owl.co | Insurtech | Advisory Board | Advisory role; no related-party transactions reported |
The proxy states there were no related party transactions in 2024 and outlines audit committee oversight of conflicts per the code of conduct.
Expertise & Qualifications
- Multi-decade insurance leadership with P&L, risk, and finance depth; Liberty Mutual CFO for 15 years and later President of Global Risk Solutions and Vice Chairman.
- Designated Audit Committee Financial Expert, strengthening audit oversight competencies.
- Public company governance experience (James River Group), plus non-profit leadership roles (Providence College, U.S.S. Constitution Museum).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 17, 2025) | 4,000 |
| % of shares outstanding | 0.0% (vs. 14,893,703 outstanding) |
| Director ownership guideline | 4× annual cash retainer within 5 years; newer directors (including Langwell) still within grace period |
| Hedging/Pledging policy | Prohibited for executives and directors |
Governance Assessment
- Board effectiveness: Independent status, 100% attendance, and dual roles (Compensation Chair; Audit member) indicate strong engagement and oversight.
- Compensation oversight quality: Committee chaired by Langwell uses an independent consultant (Pay Governance), maintains double-trigger vesting, clawback policy, anti-hedging/pledging, and robust ownership guidelines—shareholder-friendly features.
- Shareholder support signal: Say-on-pay approval was 97.7% in 2024, reflecting broad investor endorsement of the compensation program overseen by the committee.
- Conflicts monitoring: The proxy reports no related-party transactions in 2024 and describes audit committee review of potential conflicts, mitigating related-party risk.
RED FLAGS: None disclosed in the proxy for 2024 regarding related-party transactions, hedging/pledging, option repricing, or low say-on-pay outcomes. Continued monitoring appropriate given multi-board commitments and committee leadership load; current attendance and independence mitigate concerns.