Liam Caffrey
WHITE MOUNTAINS INSURANCE GROUPAbout Liam Caffrey
President & Chief Financial Officer of White Mountains Insurance Group (WTM) since March 2022; unanimously elected to become Chief Executive Officer and join the Board effective January 1, 2026. Age 53. Prior roles include CEO of Aon’s Global Affinity business, CFO of Aon Risk Solutions (global and Americas), and Principal at McKinsey. Company performance context: 2024 adjusted book value per share (ABVPS) up 8% to $1,834; total shareholder return 29%; net income $230.4 million.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| White Mountains Insurance Group | President & CFO | 2022–present | Led parent-level capital allocation; NEO in 2024; positioned for CEO succession (effective 1/1/2026) |
| Aon PLC | CEO, Global Affinity; CFO, Aon Risk Solutions (global and Americas) | Not disclosed | Deep operating and finance leadership in global insurance distribution and risk advisory |
| McKinsey & Company | Principal | Not disclosed | Insurance-related M&A and operations expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in WTM filings for Mr. Caffrey |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (policy/action) |
|---|---|---|---|---|
| Base salary ($) | 421,154 | 584,615 | 600,000 | Unchanged; NEO base salaries capped at $600,000 |
| Sign-on cash bonus ($) | 325,000 (1/3 of $975k) | 325,000 | 325,000 | n/a |
| Annual bonus target (% of salary) | 75% | 75% | 75% | 100% for all NEOs in 2025 |
| Annual bonus paid ($) | 750,000 (for 2022 performance) | 765,000 (for 2023 performance) | 211,500 (47% of target on 8.3% CVPS) | n/a |
Notes: 2024 bonus outcomes were formulaic off Company growth in CVPS; 2025 keeps the same CVPS harvest scale (0/100/200% at 6%/11%/16% for annual bonus).
Performance Compensation
| Item | 2024 award details | Vesting / performance | Economics |
|---|---|---|---|
| RSUs (restricted shares) | 1,125 shares granted 2/22/2024; grant-date fair value $1,985,186 | 3-year cliff; vests 1/1/2027 | Time-based; dividends accumulated and paid upon vest |
| PSUs (performance shares) | 1,125 target shares granted 2/22/2024; grant-date fair value $1,985,186 | 2024–2026 cycle; payout 0–200% based on annual CVPS growth (6%/11%/16% = 0%/100%/200%) | Settled typically in cash; market value determines realized value |
| Mix | 50% RSUs / 50% PSUs (NEO standard) | Three-year measurement for PSUs; three-year cliff for RSUs | Emphasis on long-term value creation metrics |
| 2022–2024 PSU payout | Target 1,250; payout 200% on 15.6% average annual CVPS growth; 2,500 shares earned | Cycle matured 12/31/2024 | Realized value disclosed at vesting in 2025 |
| 2025–2027 PSU target | Company-wide target 11.5% annual CVPS; 6%/11.5%/17% min/target/max | Awards granted Feb 2025 | Aligns with long-term equity return target (10Y UST + 700 bps) |
Annual Bonus Program (all NEOs): formulaic pool based on 1-year CVPS; 2024 CVPS was +8.3% resulting in 47% of target payout.
Equity Ownership & Alignment
| Ownership/awards | Amount | As-of date | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 4,238 | 3/31/2025 | Per Security Ownership of Management table (no individual ≥1% of shares outstanding) |
| Economic ownership (beneficial + target unearned PSUs less disclaimed) | 7,638 | 3/31/2025 | As defined by company methodology |
| Unvested restricted shares | 3,625 | 12/31/2024 | Vests 1/1/2026 (1,250) and 1/1/2027 (1,125 + prior) |
| Unearned PSUs (target) | 2,375 | 12/31/2024 | 1,250 (2023–2025) + 1,125 (2024–2026) target; 0–200% payout range |
| Value of unearned PSUs (mark) | $7,056,968 | 12/31/2024 | Valued at $1,945.06 closing price (basis per company’s table) |
| Value of unvested RSUs (mark) | $7,050,843 | 12/31/2024 | Valued at $1,945.06 closing price |
| Ownership guidelines | CEO/EVP: 10x salary; others: 3x; Directors: 5x cash retainer | Policy | All NEOs compliant as of 12/31/2024 except Mr. Harrison (new hire) |
| Hedging/pledging | No hedging permitted; pledging not disclosed | Policy | Insider Trading Policy filed; “What we do not do” includes no hedging |
Vesting calendar (potential selling pressure windows): RSUs vest on January 1, 2026 and January 1, 2027; PSUs settle after 12/31/2025 and 12/31/2026 based on CVPS, historically paid largely in cash but may be settled in shares at CNG Committee discretion.
Perquisites (alignment/optics): personal aircraft usage incremental cost to company was $340,790 in 2024.
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; Company does not maintain long-term employment contracts for NEOs |
| Severance | Determined at CNG Committee’s discretion upon involuntary termination; no fixed multiple disclosed |
| Change-in-control | Double trigger for equity (CIC + qualifying termination or adverse plan change) → full vesting (PSUs up to 200%); no excise tax gross-ups |
| Estimated CIC benefits (12/31/2024) | $21,174,653 for Mr. Caffrey (equity acceleration assumptions per proxy) |
| Death/disability benefits (12/31/2024) | $14,280,690 (pro-rata PSUs at target; full RSU vest) |
| Clawback | NYSE-compliant recovery policy (restatement, no-fault) plus misconduct-based clawback for bonuses/LTI |
| Non-compete/solicit | Not specified for Mr. Caffrey; Company uses restrictive covenants in transition agreements (e.g., outgoing CEO) |
Board Governance and Director Service
- Board service: Will join WTM Board as CEO on January 1, 2026.
- Independence/dual-role: Board has an independent Chairman (Weston Hicks) and 70% independent directors (7 of 10), with 100% independence on Audit and CNG committees; mitigates CEO-director dual-role concerns.
- Committee roles: None disclosed for Mr. Caffrey (as he is not yet a director). NEOs do not receive fees for serving on WTM’s Board.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CVPS growth (annual) | 23.9% | 14.5% | 8.3% |
| Net income ($mm) | 792.8 | 509.2 | 230.4 |
| TSR | — | — | 29% |
Business highlights: Ark/WM Outrigger combined ratio 82% with $2,207mm GWP and $299mm pre-tax income; Bamboo managed premiums $484mm (+125% YoY); Kudu ROE 9% with portfolio value >$1bn.
Compensation Structure Analysis
- Mix and leverage: Heavy LTI weighting (50% PSUs; 50% RSUs) with three-year cliffs and 0–200% PSU leverage; annual bonus is a small portion of pay and formulaic on CVPS.
- 2025 shifts: Target bonus increased to 100% of salary for NEOs, modestly raising cash-at-risk while base salaries remain capped at $600k.
- Goal rigor: CVPS targets align with long-term equity return target (10Y UST + 700 bps); 2022–2024 PSU cycle paid 200% on 15.6% average annual CVPS growth (strong alignment).
- Governance safeguards: No hedging; no single-trigger CIC; no excise tax gross-ups; clawback policies in place.
Vesting Schedules and Insider Selling Pressure
| Event | Date | Shares / treatment |
|---|---|---|
| RSUs (2022 grant) | 1/1/2025 | Vested (counted in 2024 table as having vested 1/1/2025 for peers; Caffrey had prior RSUs vest in early 2025 per outstanding table) |
| RSUs (2023 grant) | 1/1/2026 | 1,250 shares (Caffrey) |
| RSUs (2024 grant) | 1/1/2027 | 1,125 shares (Caffrey) |
| PSUs (2023–2025) | After 12/31/2025 | 1,250 target shares; 0–200% payout based on CVPS |
| PSUs (2024–2026) | After 12/31/2026 | 1,125 target shares; 0–200% payout based on CVPS |
Note: Performance shares have historically been settled largely in cash, but may be settled in shares at CNG Committee discretion—monitor Form 4s around payout/vesting dates for sell-to-cover or discretionary sales.
Director Compensation (context for dual role)
- Non-employee directors receive retainers (cash and stock), but NEOs do not receive fees for service on WTM’s Board or for boards of wholly/majority-owned subs. When Mr. Caffrey becomes CEO-director, he should not receive director fees at WTM.
Say-on-Pay & Shareholder Feedback
- Outreach: In 2024, Board/management engaged holders of 72% of shares outstanding, meeting with holders of 37%; feedback supportive of compensation alignment and governance.
- 2025 Proposals include advisory vote on executive compensation and LTIP amendment; Board recommends FOR.
Investment Implications
- Alignment: High equity leverage (PSUs/RSUs) tied to CVPS and multi-year cliffs aligns incentives with ABVPS compounding; ownership guidelines (10x salary for top execs) reinforce alignment; NEOs in compliance as of 12/31/2024.
- Retention risk: RSU cliffs on 1/1/2026 and 1/1/2027 plus ongoing PSU cycles provide strong retention hooks; lack of fixed severance multiples reduces guaranteed exit economics (CNG discretion), increasing in-seat retention incentives.
- Trading signals: Watch for scheduled RSU vests (Jan 1 each year) and PSU settlements post fiscal year-end (potential sell-to-cover). 2022–2024 PSU max payout underscores sensitivity to CVPS prints and book value trajectory.
- Governance: Independent Chair and majority-independent board mitigate dual-role concerns when Caffrey becomes CEO-director; no hedging, double-trigger CIC, and clawbacks are shareholder-friendly.
- Performance backdrop: ABVPS growth and TSR in 2024 were solid, though CVPS slowed vs. 2022–2023; compensation responsiveness (lower 2024 bonus at 47% target) evidences pay-for-performance discipline.