Kirby Hill
Executive Vice President and President, Captives, Programs, and Alternative Risk at Skyward Specialty Insurance Group
Executive
About Kirby Hill
Kirby Hill, age 60, is Executive Vice President and President, Captives, Programs, and Alternative Risk at Skyward Specialty Insurance Group (SKWD), promoted to this role in July 2024 after leading underwriting operations since December 2010; he holds a Bachelor of Economics from Villanova University and has 30+ years of insurance experience across agency, captive and underwriting operations . Company performance in 2024 included 19.4% GWP growth, net income up 38.2% to $118.8M, adjusted combined ratio of 91.2%, ROE of 16.3%, an A.M. Best upgrade to “A,” and five new business lines launched, which underpin incentive plan outcomes tied to profitable growth and underwriting discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Norwich Holding Co., LLC | CEO & Co‑Founder | Not disclosed | Built and administered specialty insurance products/programs |
| PMA Insurance Corporation | Multiline underwriting positions | Not disclosed | Underwriting leadership foundation |
| American International Group, Inc. (AIG) | Multiline underwriting positions | Not disclosed | Large‑scale specialty underwriting experience |
External Roles
None disclosed for Mr. Hill in SKWD proxies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $425,000 |
| Target Bonus (% of Salary) | Not disclosed | 50% | 50% |
| Target Bonus ($) | Not disclosed | $212,500 | $212,500 |
| Actual STIP Payout (% of Target) | Not disclosed | Not disclosed | 94% |
| Actual STIP Bonus ($) | $160,000 | $200,000 | $200,000 |
Performance Compensation
Annual Incentive Plan (STIP) Structure and Outcomes
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Internal Combined Ratio (CR) | Not disclosed | 92.5% | 91.6% | Company factor 140%; Hill paid 94% of target ($200,000) | Paid March 2025 |
| GWP Growth | Not disclosed | 10%–15% | 19.4% | Company factor 140%; Hill paid 94% of target ($200,000) | Paid March 2025 |
| OKRs (talent, data/tech, execution, disruption, positioning) | Not disclosed | Qualitative | Exceptional achievement | Incorporated into Committee discretion | Paid March 2025 |
Equity Grants and Performance Metrics
| Grant Year | Grant Date | Instrument | Units/Target | Grant Date Fair Value ($) | Key Metrics | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2024 | 2/27/2024 | RSUs | 2,144 | $78,106 | Time‑based | 100% on 1/1/2027, service‑based |
| 2024 | 2/27/2024 | PSUs | 4,288 target; max 6,432 | $156,212 (target) | 50% three‑year internal CR; 50% relative GBVPS vs peer set; 0–150% payout | Performance period 2024–2026; eligible to vest by 12/31/2026, settle by 1/1/2027 |
| 2023 | 2/27/2023 | RSUs | 3,619 | Not separately disclosed for Hill in 2025 table | Time‑based | 100% on 1/1/2026 |
| 2023 | 2/27/2023 | PSUs | 7,238 target | Not separately disclosed for Hill in 2025 table | Internal CR & relative book metrics, 0–150% | 3‑year performance ending 12/31/2025; settle post‑certification |
| 2023 | 1/12/2023 | Stock Options | 53,330 (NQSO) | N/A (value not in 2025 table) | Exercise price $15.00 | 50% on 1/12/2026; 50% on 1/12/2027; expires 1/12/2033 |
| 2023 | 1/12/2023 | RSUs (IPO) | 13,330 | N/A in 2025 table | Time‑based | 50% on 1/12/2025; 50% on 1/12/2026 |
| 2023 | 1/12/2023 | RSUs | 13,330 | N/A in 2025 table | Time‑based | 50% on 1/12/2026; 50% on 1/12/2027 |
| 2022 | 1/01/2022 | Restricted Stock | 5,445 | Not disclosed here | Time‑based | Fully vested on 1/1/2025 |
| 2022 | 1/01/2022 | PSUs (CR metric) | 5,445 target; 6,316 earned (116%) | Not disclosed here | 3‑yr average internal CR; 0–150% scale | Earned at 116% for 2022–2024 period; certified 2/24/2025 |
Notes:
- 2024 LTI mix for NEOs was ~67% PSUs and ~33% RSUs; Hill’s 2024 target LTI value was $215,000 (flat vs 2023) .
- Relative GBVPS PSU peer group includes Axis Capital, Employers, Global Indemnity, Hamilton Group, James River, Palomar, ProAssurance, Old Republic, RLI, SiriusPoint, Kinsale .
Multi‑Year Compensation Summary (Hill)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $425,000 | $425,000 | $425,000 |
| Stock Awards | $143,334 | $609,440 | $234,318 |
| Option Awards | — | $310,381 | — |
| Non‑Equity Incentive (STIP/PCU cash) | $160,000 | $272,000 | $200,000 |
| All Other Compensation | $15,250 | $16,500 | $3,542 |
| Total | $743,584 | $1,656,321 | $862,860 |
Equity Ownership & Alignment
- Beneficial ownership: 16,498 shares held directly as of the 3/10/2025 record date; less than 1% of 40,330,643 shares outstanding .
- Outstanding unvested awards (as of 12/31/2024): RSUs 2,144 (2024 grant), 3,619 (2023 grant), 13,330 + 13,330 (2023 grants); PSUs 4,288 target (2024 grant), 7,238 target (2023 grant); Options 53,330 at $15.00 exercise price (unexercisable at year‑end) .
- Stock ownership guidelines: Presidents are required to hold 3x base salary; executives have 5 years to comply; unvested time‑based RSUs count toward compliance; PSUs do not; 50% of after‑tax shares must be retained until compliant (100% if not compliant after 5 years) .
- Pledging/hedging: Prohibited by Insider Trading Policy; margin accounts disallowed; trading windows and Rule 10b5‑1 plans governed by policy .
Upcoming vesting cadence and potential selling pressure considerations
- 1/12/2026 and 1/12/2027: IPO RSUs and additional 2023 RSUs tranche vesting events; Options also vest 50% on these dates (exercise price $15), creating potential liquidity windows subject to policy pre‑clearance and blackout periods .
Employment Terms
- Severance agreement (non‑CEO NEOs): If terminated without “cause” or resign for “good reason,” cash severance equal to 12 months base salary and 12 months of COBRA premiums; equity award treatment per award agreements; release required; confidentiality and non‑solicit agreements required for equity awards .
- CIC treatment: Double‑trigger equity acceleration applies; for 2023–2024 awards, RSUs accelerate if termination occurs immediately before/contingent upon or within 12 months post‑CIC; PSUs generally pay based on actual performance for completed periods and target for incomplete periods (terms vary by grant year) .
Quantitative termination/CIC economics (as of 12/31/2024; SKWD close $50.54)
| Scenario | Cash Severance ($) | Health Benefits ($) | PCU Acceleration ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary or Good Reason (pre‑CIC) | 425,000 | 11,307 | — | — | 436,307 |
| Involuntary or Good Reason (in connection with CIC) | 425,000 | 11,307 | 71,700 | 4,701,053 | 5,209,061 |
| Retirement (eligible) | — | — | — | 396,616 (prorated vesting) | 396,616 |
| Death or Disability | — | — | 71,700 | 4,701,053 | 4,772,753 |
Additional governance:
- Clawback: Dodd‑Frank compliant recoupment of incentive comp for restatements within three prior fiscal years; applies to cash and equity awards; all LTIP awards subject to policy .
- Tax gross‑ups: No 280G excise tax gross‑ups; CIC benefits for CEO have “best net” provision; executives (other than CEO) governed by severance agreements and award terms .
Investment Implications
- Pay‑for‑performance alignment: Hill’s 2024 bonus was below the company factor at 94% of target despite strong corporate results (19.4% GWP growth, internal CR 91.6%), indicating individual/business‑unit differentiation and Committee discretion—generally a positive signal for disciplined incentive governance .
- Retention and supply dynamics: Significant unvested RSUs (2023–2024) and PSUs (2023–2024 cycles) plus option tranches vesting in 2026/2027 create retention hooks; watch vesting windows (Jan) for potential Form 4 activity and 10b5‑1 plans that may translate into seasonal selling pressure .
- Alignment safeguards: Prohibitions on hedging/pledging and robust ownership guidelines (3x salary for Presidents) reduce misalignment risk and forced selling; clawback increases downside protection for investors .
- Change‑of‑control economics: Double‑trigger equity acceleration with target treatment on incomplete performance periods yields meaningful CIC value ($5.21M total estimate as of 12/31/2024), which can influence management incentives in strategic scenarios; investors should consider this in M&A or strategic review contexts .