Mark Haushill
About Mark Haushill
Mark Haushill, 63, is Chief Financial Officer and Executive Vice President of Skyward Specialty Insurance Group (SKWD), serving since November 2015; he also serves as a director for SKWD’s insurance subsidiaries and has been President of each since August 2020 . He holds a BBA in Accounting from Baylor University and has 25+ years of insurance industry finance leadership . Under SKWD’s “Rule Our Niche” strategy, 2024 performance included GWP growth of 19.4%, net income of $118.8M (up 38.2% YoY), adjusted combined ratio of 91.2%, and ROE of 16.3% (vs. 15.9% in 2023); A.M. Best upgraded SKWD to “A” with stable outlook . Pay-versus-performance disclosures show SKWD total shareholder return indices of 177.38 (2023) and 264.61 (2024), with net income of $85.98M (2023) and $118.83M (2024), and internal combined ratios of 91.6% in both periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyward Specialty Insurance Group | CFO & EVP | Nov 2015–Present | Led finance and treasury; director for subsidiaries; President of subsidiaries since Aug 2020 |
| American Safety Holdings, Ltd. | VP, CFO & Treasurer | Sep 2009–Dec 2015 | Public insurance company finance leadership |
| Argo Group, Ltd. | VP, CFO & Treasurer | Dec 2000–Sep 2009 | Publicly traded insurance company finance leadership |
External Roles
No external public-company directorships disclosed in the proxy for Mr. Haushill .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (SCT reported, $) | $450,000 | $450,000 | $487,500 |
| Approved Base Salary Rate ($) | — | — | $500,000 (effective Apr 1, 2024) |
| Target Bonus (% of base) | — | 40% | 60% |
| Target Bonus ($) | — | — | $300,000 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STIP | Internal Combined Ratio (CR) + GWP growth; OKRs overlay | Matrix-based; Committee discretion | 92.5% internal CR; 10%–15% GWP growth | 91.6% CR; 19.4% GWP; exceptional OKRs | 150% of target; $450,000 for Haushill | Cash (annual bonus) |
| 2024–2026 PSUs | Half based on internal CR; half on GBVPS vs peers | 50% CR / 50% GBVPS | Predetermined multi-year goals; max 150% | Three-year performance period | Up to 150% of target shares | Eligible to vest Dec 31, 2026, service condition |
| 2022–2024 PCUs (cash) | Internal CR | N/A | Target CR 93.0 | Average CR 91.9; payout factor 116% | $87,000 to Haushill (target $75,000 × 116%) | Certified in 2025 |
Multi‑Year Compensation (Summary Compensation Table – Mark Haushill)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $450,000 | $487,500 |
| Stock Awards ($) | $150,000 | $619,168 | $381,422 |
| Option Awards ($) | — | $310,381 | — |
| Non‑Equity Incentive Plan Compensation ($) | $200,000 | $360,000 | $534,000 |
| All Other Compensation ($) | $15,250 | $16,500 | $3,750 |
| Total ($) | $815,250 | $1,756,049 | $1,406,672 |
Equity Ownership & Alignment
- Total beneficial ownership: 186,972 shares; less than 1% of 40,330,643 shares outstanding .
- Breakdown: 181,273 shares held directly; plus 5,699 PSUs (at target) that vested Dec 31, 2024 but unsettled as of the Record Date (anticipated settlement May 2025) .
- Stock ownership guidelines: CFO required to hold 3x base salary; five-year compliance window; must retain 50% of after-tax shares until compliant; unvested time-based RSUs count; unexercised options and unearned PSUs do not count .
- Hedging/pledging prohibited by Insider Trading Policy and governance guardrails; no automatic single-trigger vesting; no tax gross-ups on change-in-control .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Quantity | Terms | Market Value |
|---|---|---|---|---|
| RSUs | 2/27/2024 | 3,490 | Scheduled to vest Jan 1, 2027 (service) | $176,385 |
| PSUs (target) | 2/27/2024 | 6,980 | 2024–2026; CR and GBVPS; max 150% | $352,769 |
| RSUs | 2/27/2023 | 3,787 | Time-based | $191,395 |
| PSUs (target) | 2/27/2023 | 7,574 | Performance-based | $382,790 |
| Stock Awards | 1/12/2023 | 13,330 | Time-based | $673,698 |
| Stock Awards | 1/12/2023 | 13,330 | Time-based | $673,698 |
| Stock Options (unexercisable) | 1/12/2023 | 53,330 | $15.00 strike; expire 1/12/2033 | — |
| RSUs | 1/01/2022 | 5,699 | Time-based | $288,027 |
| PSUs (target) | 1/01/2022 | 5,699 | Performance-based | $288,027 |
2024 Vesting and Realized Value
| Vest Date | Award | Shares Vested | Value Realized ($) |
|---|---|---|---|
| 1/1/2024 | 2021 RSUs | 6,337 | $214,698 |
| 5/9/2024 | 2021 PSUs | 9,442 | $348,693 |
- No option exercises in 2024 for any NEOs .
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash Severance ($) | Pro‑Rated Target Bonus ($) | PCU Acceleration ($) | Equity Awards Acceleration/Continuation ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary or Good Reason Termination prior to CIC | $500,000 | — | — | — | $34,717 | $534,717 |
| Involuntary or Good Reason Termination in connection with CIC (double‑trigger) | $500,000 | — | $75,000 | $4,957,865 (at $50.54/share valuation) | $34,717 | $5,567,582 |
| Retirement (eligible as of 12/31/24) | — | — | — | $415,028 | — | $415,028 |
| Death or Disability | — | — | $75,000 | $4,957,865 (at $50.54/share valuation) | — | $5,032,865 |
- Company policy: no automatic single-trigger vesting and no tax gross-ups in connection with a change in control .
Compensation Structure Analysis
- Shift to performance-driven cash: Bonus target increased from 40% to 60% of base in 2024; Committee emphasized profitable growth metrics (CR and GWP) with OKR overlays .
- Equity mix: 2024 LTI target for CFO raised to $350,000 (up 56% YoY), split between RSUs (time-based) and PSUs (performance-based) with max payout capped at 150% .
- Robust clawback and guardrails: Clawback applies to incentive comp tied to financial measures; prohibitions on hedging/pledging; independent consultant; no option repricing .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for all directors and officers—reduces misalignment and collateral risk .
- Severance economics: Cash severance equals 1x base salary; no pro‑rated bonus in severance scenarios for CFO—limits windfalls .
- Equity acceleration: Significant equity acceleration under double‑trigger CIC ($4.96M at 12/31/24 price), which could create event-driven supply upon settlement .
- Governance: No tax gross-ups and no single-trigger vesting; clawback policy aligned with SEC/Nasdaq—mitigates excessive risk-taking .
Equity Ownership & Insider Selling Pressure Signals
- Upcoming settlement/vesting: 2022 PSUs/PCUs certified in 2025; 2024 RSUs vest Jan 1, 2027; 2024–2026 PSUs eligible Dec 31, 2026—potential supply around vest dates .
- 2024 activity: RSUs and PSUs from 2021 vested in 2024; no options exercised—reduces near-term forced selling from option exercises .
- Ownership guideline: CFO must maintain 3x salary; retention requirement to hold 50% after-tax shares until compliant—supports alignment .
Expertise & Qualifications
- Education: BBA, Accounting, Baylor University .
- Technical/industry: 25+ years in insurance finance, CFO/treasurer roles at public insurers (Argo, American Safety) .
- Subsidiary governance: Director and President of SKWD insurance subsidiaries—broad operational oversight .
Investment Implications
- Strong pay-for-performance: Cash incentives linked to underwriting profitability (CR) and profitable growth (GWP), with multi-year PSUs tied to CR and GBVPS—alignment with value creation drivers .
- Event-driven equity supply: Large unvested/uneared PSU and RSU balances and double-trigger CIC acceleration could create sell pressure around certification/vesting or corporate events; monitor vesting calendars (2026–2027) .
- Conservative severance terms: 1x base cash severance and absence of tax gross-ups/single-trigger vesting reduce entrenchment risk; clawback policy strengthens governance .
- Execution track record: 2024 outcomes (19.4% GWP growth, 91.6% CR, ROE 16.3%) and TSR metrics substantiate incentive payouts (150% STIP) and support confidence in finance leadership under Haushill .