Gena Ashe
About Gena Ashe
Independent Class I director at Skyward Specialty Insurance Group (SKWD); age 63; joined the Board in 2023. Chair of the Nominating & Corporate Governance Committee, and member of the Compensation and Risk Committees. Background spans chief legal officer roles and prior engineering experience; degrees include B.S. (Spelman), M.S. Electrical Engineering (Georgia Tech), and J.D. (Georgetown). Tenure ~1.5 years as of the March 10, 2025 record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anterix Inc. (NASDAQ: ATEX) | Chief Legal Officer & Corporate Secretary | 2019–present | Senior legal leadership for wireless broadband infrastructure company |
| Brightview Services (now Brightview Holdings), Adtalem Global Education (NYSE: ATGE), PBS, Darden Restaurants, AT&T, Lucent | Senior legal roles | Prior to 2019 | Broad corporate governance and legal oversight across multiple sectors |
| IBM | Electrical engineer and scientist; later joined IBM legal team | Early career | Technical foundation plus legal transition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GXO Logistics (NYSE: GXO) | Director | Since 2021 | Public company board service (global logistics) |
| Executive Leadership Council | Director (non-profit) | Since 2021 | Governance/DEI community impact |
| XPO Logistics (NYSE: XPO) | Former Director | Prior | Public board experience; Vice Chair of XPO Logistics Europe SA |
| XPO Logistics Europe SA (Euronext: XPO) | Former Vice Chairman | Prior | European public company board leadership |
| ALP Holding Company (Cold Bore portfolio) | Former Director | Prior | Private company board experience |
Board Governance
- Independence: SKWD Board is majority independent; all directors except the CEO are independent. Gena Ashe is independent and all Board committees are composed solely of independent directors .
- Committee roles: Chair, Nominating & Corporate Governance; Member, Compensation; Member, Risk .
- Attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of their Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Board leadership: Combined Chair/CEO with an empowered Lead Independent Director (Kuczinski) presiding over executive sessions; not Ashe .
- Skills: Board skills matrix shows Ashe with corporate governance, leadership, risk management, accounting/finance oversight, human capital, and technology/data/AI strengths .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard Board member retainer (2024 program) |
| Committee chair fee | $10,000 | Nominating & Corporate Governance Chair |
| Meeting fees | $0 | No per-meeting fees; expenses reimbursed |
| Total cash (2024) | $85,000 | As reported for Ashe |
Additional structure: Non-employee directors may receive leadership retainers (Lead Director $25k; Audit Chair $20k; Compensation Chair $15k). RSU grants are part of standard program and vest after one year; in 2025 the Board added stipends for Risk and Investment Committee Chairs (not applicable to Ashe’s 2024 pay) .
Performance Compensation (Director)
| Equity Type | Grant Value | Grant Date | Vesting | Deferral |
|---|---|---|---|---|
| RSUs (annual, fixed value) | $100,000 (program design) | May 9, 2024 (for 2024 awards) | Fully vests on first anniversary of grant; equity aligns with shareholders | |
| Ashe 2024 equity reported (ASC 718 FV) | $102,628 | May 9, 2024 | As above | Starting 2025, directors may elect to defer settlement 5 yrs, 10 yrs, or until separation; dividend equivalents accrue |
Note: Director equity awards are time-based RSUs; no performance metrics, options, or meeting fees disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to SKWD | Potential Interlock Risk |
|---|---|---|
| GXO Logistics (current) | Logistics/supply chain outsourcing; no SKWD-related transaction disclosed | No SKWD-related party transaction disclosed involving Ashe |
| Anterix (current employer) | Wireless broadband infrastructure; no SKWD-related transaction disclosed | No SKWD-related party transaction disclosed involving Ashe |
| XPO (prior) | Prior logistics boards | Historical; no current SKWD interlock disclosed |
No related-party transactions involving Ashe were disclosed since Jan 1, 2024; the proxy details an investment management arrangement with Arena/Westaim not related to Ashe .
Expertise & Qualifications
- Education: B.S. (Spelman); M.S., Electrical Engineering (Georgia Tech); J.D. (Georgetown Law) .
- Domain expertise: Corporate governance leadership (Committee Chair), risk oversight (Risk Committee), executive compensation oversight (Compensation Committee), and technology/data/AI exposure per Board matrix .
Equity Ownership
| Holder | Total Beneficial Ownership | Composition | % Outstanding |
|---|---|---|---|
| Gena Ashe | 3,513 shares | 734 shares held directly; 2,779 RSUs vesting May 9, 2025 | Less than 1% |
- Stock ownership policy (directors): Required ownership equal to 5x annual cash retainer; compliance required within five years; as of Mar 10, 2025, all directors were in compliance or progressing to meet requirements .
- Hedging/pledging: Prohibited by Insider Trading Policy and Corporate Governance Guidelines .
Governance Assessment
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Strengths
- Independent director with multi-industry public board experience; chairs the Nominating & Corporate Governance Committee—positions her to influence board refreshment, evaluations, and governance practices .
- Cross-committee service (Compensation, Risk) provides direct oversight over CEO/NEO pay design and ERM/cyber, aligning with investor focus areas .
- Solid engagement profile: Board-wide attendance ≥75% and full Annual Meeting attendance; directors meet or are on track for rigorous 5x retainer ownership guidelines; hedging/pledging banned .
- Director pay mix leans to equity (time-based RSUs), which supports alignment without encouraging risk-taking; cash compensation reflects role as governance chair .
-
Watch items
- Time commitments: Ongoing executive role (CLO of Anterix) plus an external public board (GXO) require bandwidth monitoring, though no attendance shortfalls are disclosed .
- Related-party exposure: None disclosed involving Ashe; continue monitoring 8-Ks and proxy related-party sections for any future transactions .
-
RED FLAGS
- None disclosed specific to Ashe: no related-party transactions, no pledging/hedging, no attendance issues, no Section 16(a) delinquencies noted for her (a separate Form 5 correction related to another director) .