Thomas Schmitt
About Thomas Schmitt
Thomas Schmitt is Chief People and Administrative Officer (CPAO) at Skyward Specialty Insurance Group (SKWD), serving since September 2020. He holds a B.S. from Boston College and an MBA from Babson College, with 30+ years in HR and administrative leadership across insurance, technology, and banking; he is age 65 per the 2025 proxy’s executive officer table . Company performance under the executive team’s tenure includes FY2024 gross written premiums +19.4% to $1.743B, net income +38.2% to $118.8M, adjusted combined ratio 91.2%, and ROE 16.3%; A.M. Best was upgraded to “A” (Excellent) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyward Specialty Insurance Group | Chief People & Administrative Officer | Sep 2020–present | Leads people strategy and administration; supports “Rule Our Niche” execution and SOX compliance acceleration . |
| Independent Management Consultant | Consultant | Jan 2018–Dec 2019; Jun 2020–Sep 2020 | Advisory roles between corporate posts . |
| James River Insurance Group | Chief Human Resources Officer & SVP | Jan 2019–Jul 2019 | Senior HR leadership in specialty insurance . |
| OneBeacon Insurance | SVP & CHRO; prior roles of increasing authority | Feb 2003–Dec 2017 | Built high‑performing HR functions and supported transformation during growth and expansion . |
External Roles
No public company directorships or external board roles are disclosed for Schmitt in SKWD’s proxy/10-K .
Fixed Compensation
Not individually disclosed for Schmitt (he is not a Named Executive Officer in the CD&A tables). SKWD’s Compensation Committee sets executive pay using market data (FW Cook), with emphasis on performance-based compensation and competitive positioning around market median .
Performance Compensation
Company incentive frameworks that apply to executives (including ELT members) are disclosed below; Schmitt’s individual payouts are not disclosed.
- Short-Term Incentive Plan (STIP) focuses on profitable growth via internal combined ratio (CR) and gross written premium (GWP) growth, with OKRs as an overlay; the 2024 STIP factor was certified at 140% based on 19.4% GWP growth and 91.6% internal CR .
| Incentive | Metric | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| 2024 STIP (cash) | Internal CR | 92.5% | 91.6% | Matrix-based score; 2024 company factor 140% . | Cash, paid following certification . |
| 2024 STIP (cash) | GWP Growth | 10%–15% | 19.4% | Matrix-based score; 2024 company factor 140% . | Cash, paid following certification . |
| 2024 PSUs | Internal CR (3-yr avg) | Scale: 0–150% | Earn-out vs CR scale | 0–150% of target shares; performance over 2024–2026 . | Eligible to vest Dec 31, 2026; settle by Jan 1, 2027 . |
| 2024 PSUs | GBVPS (relative) | 50th pct = 100% | Peer-relative avg | 25th=0%; 50th=100%; 75th=150% over 3-year period . | Eligible to vest Dec 31, 2026; settle by Jan 1, 2027 . |
| 2024 RSUs | Time-based | N/A | N/A | Time-based retention; no performance condition . | Vest Jan 1, 2027 . |
Notes:
- 2024 PSU peers for GBVPS include Axis Capital, Employers, Global Indemnity, Hamilton, James River, Kinsale, Old Republic, Palomar, ProAssurance, RLI, SiriusPoint .
- Maximum PSU vesting is capped at 150% of target .
Equity Ownership & Alignment
| Alignment Mechanism | Term | Applies To | Status/Notes |
|---|---|---|---|
| Stock ownership guidelines | CEO 5x salary; CFO/Presidents 3x; other ELT 1x; 5 years to comply; 50% of after-tax shares retained until compliant (100% if past window) . | Executive officers and ELT (includes CPAO). | Individual compliance for Schmitt not disclosed . |
| Hedging/pledging | Prohibited: short sales, puts/calls, hedging, pledging, margin accounts . | All directors, officers, employees. | Policy enforced; pre-clearance procedures for insiders . |
| Trading controls | Blackout windows; pre-clearance for Section 16 insiders; 10b5‑1 plans allowed only with pre-clearance and cooling-off periods . | Directors/officers; designated covered personnel. | Framework reduces opportunistic selling; Section 16 compliance noted (no Schmitt delinquencies disclosed) . |
Security Ownership: SKWD discloses directors/NEOs and 5% holders; Schmitt is not individually listed among disclosed beneficial owners, implying no separate quantified ownership in the proxy table .
Employment Terms
| Provision | Term | Source |
|---|---|---|
| Severance (execs other than CEO) | Upon termination without cause or for Good Reason: 12 months base salary paid in installments; 12 months COBRA premiums; subject to release and restrictive covenants . | |
| Good Reason (exec severance form) | Material diminution of duties; >10% base salary reduction; duties inconsistent with position without consent . | |
| Equity treatment on death/disability/retirement | 2023–2024 awards: full vest on death/disability; qualifying retirement pro‑rata subject to conditions; performance awards vest on actual performance for completed periods, target for ongoing period . | |
| Change-in-control (double trigger) | 2022 awards: vest within 24 months post‑CIC at least at target for performance units; 2023–2024 awards specify CIC protection periods and performance measurement (actual for completed, target for ongoing) . | |
| Clawback | Dodd‑Frank compliant recoupment of incentive comp (cash/equity) for 3 years preceding required restatement . | |
| Perquisites | None provided to executives; standard benefits only (medical/dental/vision, 401(k) match, ESPP) . |
Note: CEO employment agreement terms are distinct (e.g., additional target bonus, equity acceleration specifics), signed by Schmitt in his capacity as Chief People Officer on the 2025 amendment; this indicates his administrative oversight but does not apply to his personal compensation .
Performance & Track Record
- FY2024 outcomes: GWP +19.4% to $1.743B; net income +38.2% to $118.8M; adjusted combined ratio 91.2%; ROE 16.3%; five new lines launched; A.M. Best upgraded to “A” (Excellent) with stable outlook .
- Incentive alignment: STIP and PSUs explicitly tie pay to internal CR, GWP growth, and GBVPS relative performance—consistent with “pay for profitable growth” .
Compensation Committee Analysis
- Committee composition: Marcia Dall (Chair), Gena Ashe, James Hays—each independent; six meetings in 2024 .
- Consultant: FW Cook engaged; independence affirmed; market-median positioning targeted with discretion .
- Peer framework leveraged for program design; no option repricing; PSU caps; clawback; no change-in-control tax gross‑ups .
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay advisory approval | 35,238,948 | 329,149 | 6,004 | 1,456,836 |
| Say‑on‑Frequency (annual) | 34,818,977 | 3,576 (two years) | 734,104 (three years) | 17,443 |
Risk Indicators & Red Flags
- Pledging/hedging prohibited; blackout and pre-clearance enforced, mitigating misaligned trading .
- No executive perquisites; no CIC tax gross‑ups; clawback in place; no repricing of options—shareholder-friendly features .
- Section 16 compliance: only one director reporting correction noted; no issues disclosed for Schmitt .
Investment Implications
- Alignment: Strong pay-for-performance architecture (CR, GWP, GBVPS) and ownership/anti-hedging rules support long-term value creation and reduce misalignment risk .
- Retention risk: Executive severance (12 months salary+COBRA) is modest; equity double-trigger CIC provision aligns with shareholder protections but could accelerate vesting in transactions .
- Trading signals: Strict insider trading controls and 10b5‑1 pre-clearance reduce opportunistic selling; monitor Form 4 filings for Schmitt for vesting-related sales or 10b5‑1 adoption as they become available .