Katharine Terry
About Katharine Terry
Independent director of Skyward Specialty Insurance Group since November 2022; age 48. Terry is CEO and cofounder of Surround Group, a digital insurance agency, and previously held senior product management roles at Liberty Mutual, Plymouth Rock, and Progressive. She holds a BA from Harvard University, an MBA from Harvard Business School, and is a Chartered Property Casualty Underwriter (CPCU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surround Group, Inc. | Co‑founder and Chief Executive Officer | Since June 2018 | Leads a national digital insurance agency focused on younger adults |
| Kate Terry & Company | Founder | Not disclosed | Insurance product innovation consulting |
| Liberty Mutual Insurance | SVP, Commercial Insurance Product Management | Feb 2011 – Aug 2016 | Led commercial product management |
| Plymouth Rock Assurance; Progressive | Product Management roles | Not disclosed | Product management experience |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Surround Group, Inc. | Private company | CEO | No (not disclosed as public) |
| Kate Terry & Company | Private firm | Founder | No |
The proxy does not list any other current public company directorships for Ms. Terry .
Board Governance
- Committee assignments: Audit Committee (member), Nominating & Corporate Governance Committee (member), Risk Committee (member) .
- Independence: Board determined Ms. Terry and all directors other than the CEO/Chair are independent under Nasdaq rules; all board committees are fully independent .
- Attendance and engagement: In 2024 the Board met 8 times; all directors attended at least 75% of their scheduled Board and committee meetings. All current directors attended the 2024 Annual Meeting of Shareholders .
- Board leadership: Combined Chair/CEO with a Lead Independent Director (A. Kuczinski) who presides over executive sessions of independent directors .
2024 meetings for committees on which Ms. Terry serves:
| Body | Meetings in 2024 |
|---|---|
| Board of Directors | 8 |
| Audit Committee | 11 |
| Nominating & Corporate Governance Committee | 5 |
| Risk Committee | 4 |
Fixed Compensation (Director)
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,000 |
Context (Board fee differentials): Audit Chair +$20,000; Compensation Chair +$15,000; Nominating & Corporate Governance Chair +$10,000; Lead Independent Director +$25,000 (Ms. Terry holds none of these chair/lead roles) .
Performance Compensation (Director)
| Component (2024) | Award Type | Grant Date Fair Value ($) |
|---|---|---|
| Stock Awards | Equity (time‑based; RSUs per program design) | 102,628 |
Performance metric linkage for non‑employee director pay:
| Metric Design | Applies? | Notes |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, TSR, ROE) | No | Director equity is time‑based under the program; prior proxy states independent directors receive equity grants that vest after the first anniversary (program detail) . |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Ms. Terry in the proxy .
- Related‑party transactions: The company disclosed no related‑party transactions involving Ms. Terry; the only related‑party item for 2024 was with Arena Investors/Westaim (unrelated to Ms. Terry) .
Expertise & Qualifications
- Insurance product management and specialty P&C domain expertise; CPCU credential .
- Technology/Data/AI skills self‑reported in Board Skills Matrix; also risk management and corporate governance skills .
- Education: BA (Harvard), MBA (Harvard Business School) .
Equity Ownership
| Item | Details |
|---|---|
| Total beneficial ownership | 6,780 shares; less than 1% of outstanding shares |
| Direct ownership | 4,001 shares |
| Unvested/Deferred | 2,779 RSUs scheduled to fully vest May 9, 2025 |
| Stock ownership guideline (directors) | 5x annual Board cash retainer; compliance required within 5 years; as of Mar 10, 2025, all directors were in compliance or in process |
| Hedging/pledging policy | Directors prohibited from hedging, short sales, holding in margin accounts, or pledging company securities |
Governance Assessment
-
Strengths
- Independence affirmed; serves on three fully independent committees (Audit, N&CG, Risk), supporting robust oversight of financial reporting, governance, and enterprise risk .
- Attendance and engagement signals are positive: all directors met ≥75% threshold in 2024 and attended the 2024 annual meeting .
- Alignment and risk controls: mandatory 5x retainer ownership guideline for directors and explicit prohibitions on hedging/pledging/margin accounts .
- No related‑party transactions disclosed involving Ms. Terry; Related Person Transaction policy requires Audit Committee review for any such matters .
-
Potential watch‑items (not red flags)
- Time/attention: Ms. Terry concurrently serves as CEO of Surround Group; however, board‑wide attendance thresholds were met in 2024, indicating satisfactory engagement .
- Combined Chair/CEO structure elevates reliance on committee work and the Lead Independent Director; mitigated by active executive sessions and independent committee composition .
-
Red flags
- None disclosed specific to Ms. Terry: no attendance shortfalls, no pledging/hedging, no related‑party transactions, and compensation is standard for non‑employee directors .