James Hays
About James Hays
James Hays (age 67) is an independent director of Skyward Specialty Insurance Group, Inc. (SKWD), serving since April 2020. He holds a BS and MBA from the University of Minnesota and has three decades of leadership experience in insurance brokerage, risk management, and growth strategy, including founding and scaling Hays Companies prior to its acquisition by Brown & Brown, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown & Brown, Inc. (NYSE: BRO) | Vice Chair; Board Member | Oct 2018 – Apr 2024 | Senior leadership and board oversight in insurance brokerage |
| Hays Companies | Founder and Chief Executive Officer | 1994 – Oct 2018 | Built a national brokerage from 7 to 700+ teammates; growth across risk mgmt, P&C, benefits, personal lines |
| RHH of Minnesota | Chairman and CEO | 1987 – 1994 | Founded and led operations; “Office of the Year” recognition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JS Held, LLC | Director | Not disclosed | Consulting firm board service |
| Mid Country Acquisition Corp | Director | Not disclosed | Savings and loan holding company board service |
Board Governance
- Independence: Independent under Nasdaq listing standards; all committees (Audit, Compensation, Nominating & Governance, Risk, Investment) are fully independent .
- Committees: Compensation Committee member (Chair: Marcia Dall); Investment Committee member (Chair: Michael Morrissey) .
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of their scheduled Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Board leadership: Combined Chairman/CEO with Lead Independent Director structure; executive sessions regularly held and presided by the Lead Independent Director (Anthony J. Kuczinski) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Lead Fees ($) | RSU Grant (Grant Date) | RSU Grant Value (ASC 718) ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 75,000 | — (no chair/lead fees) | Annual RSU (May 9, 2024); vests at first anniversary | 102,628 | 177,628 |
Program structure (2024): $75,000 cash retainer and $100,000 RSU grant for non-employee directors; additional fees for Lead ($25k), Audit Chair ($20k), Compensation Chair ($15k), Nominating Chair ($10k) . Directors may elect RSU settlement deferral for 2025 awards (5y/10y/separation) .
Performance Compensation
- Directors do not receive performance-based pay; equity is time-based RSUs that fully vest upon the first anniversary of grant; no STIP/PSU metrics for directors .
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Internal Combined Ratio | No | Director RSUs are time-based; no performance condition |
| Gross Written Premiums | No | No performance linkage for director equity |
| TSR/GBVPS | No | Director equity vests on time basis |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hays; prior public board service at Brown & Brown, Inc. (NYSE: BRO) ended April 2024 .
- Interlocks/conflicts: None disclosed with SKWD competitors/suppliers/customers; no related-party transactions >$120k involving Hays since Jan 1, 2024; Hays retains registration rights under legacy stockholders’ agreement post-IPO .
Expertise & Qualifications
- Insurance industry, brokerage operations, risk management; demonstrated scaling of businesses and market leadership .
- Skills matrix self-reported proficiencies include leadership, human capital, accounting/finance oversight, insurance industry, risk management, governance, investment capital management, M&A/corporate development .
Equity Ownership
| Holder/Type | Shares | Notes |
|---|---|---|
| Direct ownership | 27,618 | Held directly |
| RSUs (unvested) | 2,779 | RSUs vest May 9, 2025 |
| Jwayne LLC | 1,975,851 | Controlled by Hays |
| Marquis Lafayette LLC | 669,311 | Controlled by Hays |
| Total beneficial ownership | 2,675,559 | 6.63% of outstanding (40,330,643 shares as of Mar 10, 2025) |
| Ownership guidelines | ≥5x annual cash retainer ($375,000) | All directors compliant or on track as of Mar 10, 2025 |
| Hedging/pledging | Prohibited | Insider trading policy prohibits hedging, margin, pledging |
Governance Assessment
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Strengths:
- Meaningful “skin-in-the-game” with 6.63% beneficial ownership (via controlled entities), aligning incentives with shareholders .
- Independent status and service on key oversight committees (Compensation; Investment); committee independence confirmed under SEC/Nasdaq rules .
- Director compensation aligned to shareholder-friendly practices (retainer-only, time-based RSUs, stock ownership requirement; hedging/pledging prohibited) .
- Attendance meets governance expectations (≥75% in 2024; attended Annual Meeting) .
-
Watch items/potential conflicts:
- Large shareholder (>5%) serving on Compensation Committee may raise perceived influence concerns even though the Board determined independence under Rule 10C-1/Nasdaq standards; monitor for any compensation decisions that could favor large holders disproportionately .
- Registration rights retained post-IPO could facilitate liquidity events; not a related-party transaction but a governance consideration for trading/ownership changes .
-
RED FLAGS:
- None disclosed: no related-party transactions involving Hays >$120k; no Section 16(a) delinquencies cited for Hays; hedging/pledging prohibited by policy .