Peter Carlson
WHITE MOUNTAINS INSURANCE GROUPAbout Peter M. Carlson
Independent director of White Mountains Insurance Group, Ltd. since 2019; age 60. He serves as Audit Committee Chair and is a member of the Executive Committee, and the Board has affirmatively determined his independence under NYSE rules. Carlson brings 30+ years of financial reporting, auditing, and insurance/financial services experience, including senior finance roles at MetLife, Brighthouse Financial, Wachovia, MiMedx, and Spectral AI, and a prior audit partner tenure at Arthur Andersen. He is a trustee of Wake Forest University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectral AI, Inc. | CEO | Feb–Oct 2024 | Led AI diagnostics company; short CEO tenure preceded by CFO role |
| Spectral AI, Inc. | CFO | Jan 2024 | Transitioned to CEO same year |
| MiMedx Group | CFO | 2019–2023 | Led finance at biopharma; public company experience |
| Brighthouse Financial | EVP & COO | 2017–2018 | Operations leadership at U.S. annuity/life insurer spun from MetLife |
| MetLife | EVP & Chief Accounting Officer | 2009–2017 | Oversaw accounting/reporting at Fortune 100 insurer |
| Wachovia | EVP & Corporate Controller | 2006–2008 (joined 2002) | Corporate controllership at major bank |
| Arthur Andersen | Audit Partner | ~15 years | Audit leadership across financial services, manufacturing, services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wake Forest University | Trustee | Current | University governance role |
Board Governance
- Committee assignments: Audit (Chair) and Executive; Audit Committee identified Carlson as a “Financial Expert” under Item 407(d) of Regulation S‑K.
- Independence: Board determined Carlson is independent under NYSE rules.
- Attendance and engagement: In 2024 the Board held 6 meetings; Audit 8; CNG 5; Finance 4. Each director attended more than 75% of the aggregate of Board and applicable committee meetings; all directors attended the 2024 Annual General Meeting.
- Executive sessions: Independent Chair presides over separate non‑management sessions at Board meetings.
- Director stock ownership guidelines: Robust ownership guidelines for directors set at 5x the cash retainer.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non‑employee director retainer for 2024 program |
| Audit Committee member retainer | $15,000 | Additional cash retainer for Audit Committee membership |
| Audit Committee chair retainer | $35,000 | Additional cash retainer for chair responsibilities |
| Total fees paid in cash (Carlson, 2024) | $185,000 | 135k + 15k + 35k = $185,000 |
| All other compensation (Carlson, 2024) | $5,000 | Company matching under charitable gift program |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual equity retainer (common shares) | May 23, 2024 | 165 | $283,604 | Granted as common shares; standard annual director equity retainer |
Program design: Non‑employee directors receive an annual equity retainer of 165 common shares; Board Chair receives an additional 65 shares. Shares were valued at $1,718.81 per share on grant date (Carlson’s equity value $283,604). No performance conditions are disclosed for director equity grants.
Other Directorships & Interlocks
- Compensation/Nominating & Governance Committee interlocks: No member was an employee/officer of the registrant in the last fiscal year. Carlson is not on CNG; he chairs Audit.
- Related‑party transactions: Audit Committee reported no related‑party transactions requiring approval in 2024.
Expertise & Qualifications
- Audit and accounting leadership: Audit partner (Arthur Andersen); Chief Accounting Officer (MetLife).
- Insurance and financial services domain: Senior roles at MetLife, Brighthouse Financial; controller at Wachovia.
- Public company CFO/CEO experience: CFO MiMedx; CFO/CEO Spectral AI.
- Board‑level financial oversight: Designated Audit Committee Financial Expert; chairs WTM Audit Committee.
Equity Ownership
| Holder | Beneficially Owned Shares | Economically Owned Shares | Notes |
|---|---|---|---|
| Peter M. Carlson | 1,133 | 1,133 | As of March 31, 2025; no director or officer owned ≥1% of shares outstanding |
- Shares outstanding: 2,573,726 as of March 31, 2025. Carlson’s beneficial ownership equates to approximately 0.04% of shares outstanding (calculated: 1,133 / 2,573,726).
- Pledging/hedging: Company policy prohibits hedging of Company securities; no pledging disclosures for Carlson identified.
Governance Assessment
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Strengths
- Independence and financial acumen: NYSE‑compliant independent director; Audit Committee Financial Expert; chairs Audit—supports high‑quality financial oversight.
- Attendance and engagement: >75% attendance threshold met; full participation at AGM; Board conducts annual evaluations and encourages directors to attend all committee meetings.
- Ownership alignment: Equity retainer in common shares plus director ownership guidelines (5x cash retainer) promotes alignment with shareholders.
- Risk oversight: Audit Committee charter includes ESG‑related risk oversight (cybersecurity, climate, sustainability) and related‑party transaction approvals.
-
Potential watch‑items
- External time commitments: Short 2024 CEO stint at Spectral AI following CFO role could raise availability questions, though tenure was brief and attendance thresholds were met.
- Equity ownership level: Personal share ownership is modest in absolute terms, though equity retainers and ownership guidelines provide structure for alignment.
-
Red flags
- No related‑party transactions, tax gross‑ups, or hedging identified; clawback policies in place at the Company level.