Sharon Ludlow
About Sharon Ludlow
Independent director (Class III) at SiriusPoint since February 2021; age 58. She is Audit Committee Chair and a member of the Risk & Capital Management and Governance & Nominating Committees, with more than 25 years of insurance experience across life & health and P&C reinsurance; credentials include CPA/CA (Canada), B.Com (University of Toronto), and ICD.D designation . Prior roles include President & CEO, Swiss Re Canada (2010–2014), and President, Aviva Insurance Company of Canada (2014–2016); she advised OMERS on insurance investments (2016–2018) and has chaired multiple external audit/risk committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swiss Re (Canada) | President & CEO | 2010–2014 | Led Canadian operations . |
| Aviva Insurance Company of Canada | President | 2014–2016 | Led national P&C insurer . |
| OMERS | Head/Advisor, Insurance Investment Strategy | 2016–2018 | Advised on global insurance investment strategy . |
| Canada Life Financial | Executive involvement | Not specified | Key role in demutualization and IPO (now Great West Life) . |
| Kanetix | Co‑founder | Not specified | Launched Canada’s first online insurance marketplace . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Green Shield Canada / Green Shield Canada Insurance | Director; Chair of Audit & Risk; later Chair of GSCI Board | Private/Non‑profit | Chair roles; governance oversight . |
| EIS Group (San Francisco) | Director; Chair, Audit Committee | Private | Board service since 2018; audit oversight . |
| Lombard International Group | Director; Chair, Audit & Risk | Private | Joined June 2019; chaired Audit & Risk . |
| Tradex/Saturn Finance Holdings Ltd. | Director; Chair, Audit & Risk | Private | Audit & Risk leadership . |
Board Governance
- Independence: Affirmed independent in 2022, 2023, 2024, and 2025 per annual board reviews .
- Committees: Audit (Chair; financial expert), Risk & Capital Management, Governance & Nominating; 2025 Audit members include Ludlow (Chair), Cross, Montross IV, Robart . 2025 Risk & Capital Management members include Cross, Ludlow, Masojada, Tan (Chair: Montross IV) .
- Attendance: All directors attended 100% of Board and committee meetings for 2023 and 2024 .
- Executive sessions: Independent directors held executive sessions at regularly scheduled meetings/calls in 2023 .
- Trading policy: Hedging and pledging of company stock prohibited for directors; shares may not be held in margin accounts or pledged as collateral .
- Director ownership guidelines: Minimum of 3x annual retainer within five years of appointment; all independent directors have achieved or are on track .
Fixed Compensation
| Year | Base Cash Retainer ($) | Chair Fees ($) | Special/Interim Fees ($) | Notes |
|---|---|---|---|---|
| 2022 | 137,500 | Audit Chair prorated; policy referenced (Audit Chair generally 35,000) | Interim Chair cash retainer 350,000 (prorated) | One‑time interim chair cash due to period of significant change; not expected to be ongoing . |
| 2023 | 137,500 | Audit Chair 86,250 (Jan–Jun) + 17,500 (Jul–Dec) | Interim Chair fee 146,952 (Jan–May); Special committee fee 60,000 | Additional fees approved given extent of change and workload . |
| 2024 | 137,500 | Audit Chair 35,000 | — | Total cash 172,500 . |
Performance Compensation
| Award Date | Instrument | Grant Date Fair Value ($) | Shares Granted | Vesting Terms | Notes |
|---|---|---|---|---|---|
| 2022‑05‑19 | Restricted Shares | 137,500 | Not stated in table; annual grant per policy | Vest 2023‑04‑30, subject to continued service | Annual independent director grant under 2013 Omnibus Plan . |
| 2022‑05‑27 | Restricted Shares (Interim Chair Equity Award) | 350,000 | Not stated in table | Vest on earlier of term end as Interim Chair or 2nd anniversary | One‑time equity tied to interim chair responsibilities; not ongoing . |
| 2023 (Annual) | Restricted Shares | 137,500 (policy) | Unvested at 12/31/2023: 22,865 | Vests at next annual meeting following grant | Reflects transition to annual meeting vesting schedule starting 2023 . |
| 2024‑05‑21 | Restricted Shares | 137,500 | Unvested at 12/31/2024: 10,528 | Vest 2025‑05‑31, subject to continued service | Granted under 2023 Omnibus Incentive Plan . |
Other Directorships & Interlocks
| Company | Public/Private | Relationship to SPNT | Potential Conflict Notes |
|---|---|---|---|
| Green Shield Canada / GSCI | Private / Non‑profit | Customer/supplier relationships not disclosed | Governance roles; no SPNT related‑party disclosure naming Ludlow . |
| EIS Group | Private | Insurance software vendor; no SPNT related‑party disclosure | Board/audit chair; no Item 404 disclosures involving Ludlow . |
| Lombard International Group | Private | Wealth planning; no SPNT related‑party disclosure | Audit & Risk chair; historical director role . |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under NYSE and SEC rules .
- Deep insurance leadership (Swiss Re Canada, Aviva Canada), investment strategy advisory (OMERS) .
- International/governance experience; ICD.D designation and CPA/CA .
- Board skills matrix shows breadth across risk, governance, financial literacy, insurance, investment, and digital strategy .
Equity Ownership
| As‑of Date | Common Shares Beneficially Owned | % of Class | Unvested RSAs | Notes |
|---|---|---|---|---|
| 2021‑04‑01 | 23,809 | <1% | — | Initial post‑merger disclosure. |
| 2022‑03‑01 | 21,070 | <1% | — | Annual ownership table. |
| 2024‑12‑31 | — | — | 10,528 | Unvested RSAs from 2024 grant. |
| 2025‑03‑14 | 147,334 | 0.13% | — | Ownership after 2024 grant; group disclosure notes RSUs/Options within 60 days . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($) | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025‑05‑28 | 2025‑05‑27 | Award (A) | 7,456 | 18.44 | 154,790 | |
| 2024‑05‑23 | 2024‑05‑21 | Award (A) | 10,528 | 13.06 | 147,334 | |
| 2023‑06‑20 | 2023‑06‑15 | Award (A) | 14,929 | 9.21 | 136,806 | |
| 2022‑06‑01 | 2022‑05‑27 | Award (A) | 61,511 | 0.00 | 121,877 | |
| 2022‑05‑23 | 2022‑05‑19 | Award (A) | 23,424 | 0.00 | 60,366 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Committee Chair Cash ($) | Total Cash ($) |
|---|---|---|---|
| 2022 | 589,375 | Included in total (Audit; Interim Chair) | 589,375 |
| 2023 | 137,500 base; 146,952 Interim Chair; 86,250 Audit Chair (Jan–Jun); 17,500 Audit Chair (Jul–Dec); 60,000 special committee | As listed | Not totaled (values shown individually) |
| 2024 | 137,500 base | 35,000 (Audit Chair) | 172,500 |
Performance Compensation
| Year | Restricted Share Awards ($) | Shares Unvested at Year‑End | Vesting Schedule |
|---|---|---|---|
| 2022 | 487,500 (includes $350,000 Interim Chair equity) | 100,807 | Annual grant 2022‑05‑19 vest 2023‑04‑30; Interim Chair grant 2022‑05‑27 vest earlier of term end or 2 years . |
| 2023 | Annual grant per policy (137,500) | 22,865 | Vests at next annual meeting following grant (policy change in 2023) . |
| 2024 | 137,500 | 10,528 | Vest 2025‑05‑31 (continued service) . |
Performance Metrics for Director Equity
- Director equity grants are time‑based restricted shares; no performance metrics disclosed for director equity awards. Vesting dates and conditions summarized above .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Green Shield Canada / GSCI | Director; Chair | Chairs Audit & Risk; later Chair of GSCI Board . |
| EIS Group | Director; Audit Chair | Technology platform provider in insurance; board role . |
| Lombard International | Director; Audit & Risk Chair | Wealth planning; board oversight . |
Expertise & Qualifications
- Audit financial expert, financial literacy under NYSE/SEC; extensive risk management oversight .
- Industry leadership across (re)insurance and investment strategy; ICD.D and CPA/CA credentials .
Governance Assessment
- Strengths: Audit Committee leadership and “financial expert” designation; consistent 100% attendance; strong ownership alignment via share ownership guidelines; director equity grants are time‑based, avoiding discretionary performance awards for directors .
- Pay signals: 2022–2023 one‑time cash and equity awards tied to Interim Chair duties and extraordinary company changes; management disclosed these were not ongoing elements—return to standard director pay in 2024 indicates normalization and reduced governance risk .
- Conflicts: Related‑party relationships exist at the board level (Third Point/CMIG), but compensation committee interlocks were explicitly disclosed as none in 2022 and Item 404 related‑person transactions require Audit Committee approval; Ludlow is not named in related‑party transactions .
- Shareholder sentiment: 2023 say‑on‑pay support at ~73% (for 2022 NEO pay) reflected concerns about prior CEO departure terms and pay‑for‑performance; the Compensation Committee strengthened targets thereafter; prior cycles saw high support (95% in 2021), indicating improved trajectory post‑program changes .
- Policies: Prohibitions on hedging/pledging and robust ownership guidelines reduce alignment risk; Section 16 compliance reported as timely in 2023 and 2024 .
RED FLAGS: None directly tied to Ludlow’s independence or attendance. 2022–2023 supplemental fees and equity for Interim Chair duties were situational and explicitly not ongoing; monitor for any future extraordinary director awards . Related‑party dynamics at the board (Third Point/CMIG) remain a structural consideration, though not linked to Ludlow .