David Tanner
WHITE MOUNTAINS INSURANCE GROUPAbout David A. Tanner
David A. Tanner (age 66) has served on White Mountains Insurance Group’s board since 2018 and was appointed Deputy Chairman of the Board in February 2020; he currently serves on the Audit and Finance Committees and is deemed independent under NYSE rules . Tanner brings over 35 years of executive and financial services experience from roles at Three Mile Capital, Arlon Group/Continental Grain, Quadrangle Group, and Lazard, and maintains significant nonprofit governance roles (e.g., NYU School of Law Board Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Three Mile Capital LLC | Managing Director | Not disclosed | Private investment leadership |
| Arlon Group LLC / Continental Grain Co. | Managing Director; EVP; Mgmt Committee member | 2006–2017 | Financial oversight and investment experience |
| Quadrangle Group, LLC | Founder and Managing Principal | 2000–2006 | PE investing, transactional leadership |
| Lazard Frères & Co.; Lazard Capital Partners | Managing Director; Managing Principal | 1998–2000 | Investment banking and principal investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York University School of Law | Chairman of the Board | Not disclosed | Higher education governance |
| New York University | Trustee | Not disclosed | University trustee |
| Lawyers for Children | Director | Not disclosed | Nonprofit board |
| The Carroll and Milton Petrie Foundation | Director | Not disclosed | Philanthropic foundation |
| Central Synagogue | Trustee | Not disclosed | Religious organization trustee |
| The Health Initiative | Director | Not disclosed | Nonprofit board |
| Council on Foreign Relations | Member | Not disclosed | Policy institute membership |
| Northeast Bancorp | Director (Public) | Not disclosed | Select public board service |
Board Governance
- Independence: The Board determined Tanner is independent (Section 303A NYSE) and notes no current relationships with him beyond director/shareholder status .
- Committee assignments: Audit Committee member; Finance Committee member; not a committee chair .
- Attendance and engagement: In 2024, the Board held 6 meetings; Audit 8; Compensation/Nominating & Governance (CNG) 5; Finance 4, and each director attended >75% of aggregate Board+committee meetings; all directors attended the 2024 AGM on May 23, 2024 .
- Independent leadership: The Chair (Weston Hicks) is independent and leads executive sessions of non-management directors .
- Shareholder engagement: Board/CNG Chair led discussions covering compensation, governance, ESG; outreach reached holders of 72% of outstanding shares; meetings with holders of 37% .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $135,000 | Program element for FY2024 |
| Audit Committee member retainer | $15,000 | Additional cash retainer |
| Committee chair retainers | Audit Chair $35,000; other committee chairs $25,000 | Not applicable to Tanner (not a chair) |
| Board Chair retainer | $100,000 + 65 common shares | Applies to Chair, not Tanner |
| Perquisites | Matching gift program up to $10,000 | Only benefit provided to directors |
Director compensation – David A. Tanner
| Year | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 150,000 | 283,604 | – | 433,604 |
| 2023 | 150,000 | 241,200 | – | 391,200 |
Notes:
- 2024 grants: 165 common shares granted May 23, 2024, valued at $1,718.81 per share (Chair received +65 shares; not applicable to Tanner) .
- 2023 grants: 180 common shares granted May 25, 2023, valued at $1,340.00 per share (Chair received +70 shares; not applicable to Tanner) .
Performance Compensation
- Directors receive annual grants of common shares; no options and no disclosed director performance metrics or incentive plans tied to revenue/EBITDA/TSR; stock awards are time-based common shares, typically not subject to performance conditions for directors .
Performance metric table (Director-specific)
| Metric | Applicable to Directors | Details |
|---|---|---|
| Performance-based equity (PSUs) | No | Director awards disclosed as common shares, not PSUs |
| Option awards | No | None reported for directors |
| Cash bonus tied to metrics | No | Not disclosed |
Other Directorships & Interlocks
- Current public company board: Northeast Bancorp (Select board service) .
- CNG interlocks: No member of the CNG Committee was an employee or officer of the Company in the last fiscal year .
- Related-party transactions: None requiring Audit Committee approval in 2024 (Item 404 Reg S-K) .
Expertise & Qualifications
- Tanner brings deep financial services, investment management, M&A, and executive leadership experience, with extensive board-level service; the Board highlights his financial expertise relevant to WTM’s capital allocation and investment activities .
Equity Ownership
| Holder | Beneficially Owned (shares) | Economically Owned (shares) | Ownership % of Outstanding |
|---|---|---|---|
| David A. Tanner | 1,958 | 1,958 | ~0.076% (1,958 ÷ 2,573,726) |
Notes:
- Outstanding shares (record date for 2025 AGM): 2,573,726 .
- Directors/NEOs as group: 81,451 shares beneficially owned (3.2% of outstanding) .
- Hedging policy: Company prohibits hedging of Company securities; share ownership guidelines apply to directors .
- Director ownership guideline: Robust share ownership guidelines for directors set at 5x cash retainer (Board-level disclosure) .
Governance Assessment
- Independence and oversight: Tanner is independent, serves on key oversight committees (Audit and Finance), and attended >75% of meetings; governance structure features an independent Chair and annual evaluation processes—positive for board effectiveness and investor confidence .
- Alignment: Director pay is equity-heavy (2024: ~$283.6k stock vs ~$150k cash), reinforcing alignment; annual equity grants are in common shares and no options or director-specific performance awards—reduces risk of misaligned incentives but limits explicit pay-for-performance at director level .
- Ownership: Tanner holds 1,958 shares and is subject to director ownership guidelines; combined with equity grants, this supports skin-in-the-game alignment; no share pledging disclosures in proxy, and hedging of Company securities is prohibited—positive signal .
- Conflicts/related parties: No related-person transactions in 2024; CNG committee has no insider participation—low conflict risk .
- Shareholder signals: 2025 Say-on-Pay approval at 98% and long-term incentive plan amendment approval at 98% indicate strong investor support for governance and compensation frameworks .
RED FLAGS
- None disclosed regarding attendance shortfalls, related party transactions, hedging/pledging, or director pay anomalies in 2024–2025 proxy materials .