Philip Gelston
WHITE MOUNTAINS INSURANCE GROUPAbout Philip A. Gelston
Independent director of White Mountains Insurance Group, Ltd. (WTM) since 2018; age 72. Former long-tenured partner at Cravath, Swaine & Moore LLP (partner since 1984; retired 2017); currently advises Cravath on governance, risk management, professional responsibility, and compliance. Core credentials: extensive M&A, activist defense, cross‑border transactions, crisis advice, board governance, and senior executive counseling; trustee for Friends of Democracy Prep New York Charter Schools .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cravath, Swaine & Moore LLP | Partner (retired) | 1984–2017 | Led complex negotiated/hostile M&A, activist defense; advised boards/senior executives on governance and crises |
| Cravath, Swaine & Moore LLP | Advisor (post‑retirement) | 2018–present | Advises firm on governance, risk management, professional responsibility, compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Friends of Democracy Prep New York Charter Schools | Trustee | Not disclosed | Non‑profit governance role |
| Cravath, Swaine & Moore LLP | Advisor | 2018–present | Governance and compliance advisory |
Board Governance
- Independence: Board determined Gelston is independent under NYSE rules .
- Committee assignments and chair roles:
- Compensation/Nominating & Governance Committee (Chair)
- Audit Committee (Member)
- Executive Committee (Member)
- Attendance and engagement:
- 2024 meetings: Board (6), Audit (8), CNG (5), Finance (4); each director attended >75% of Board and committee meetings; all directors attended the 2024 AGM .
- As CNG Chair, personally led shareholder meetings representing ~20% of outstanding shares as part of WTM’s 2024 outreach .
Fixed Compensation
FY 2024 non‑employee director compensation and role-based fees:
| Element | Amount |
|---|---|
| Base annual cash retainer | $135,000 |
| Audit Committee member retainer | $15,000 |
| Compensation/Nominating & Governance Committee chair retainer | $25,000 |
| Total cash fees (FY 2024) | $175,000 |
| Annual equity retainer (165 common shares @ $1,718.81/share grant-date value) | $283,604 |
| Total FY 2024 director compensation | $458,604 |
Program features: non‑employee directors receive cash and full‑value share grants; additional retainers for committee membership/chair roles; Board Chair receives additional cash and shares (not applicable to Gelston) .
Performance Compensation
- No performance‑based compensation for directors disclosed; annual director equity is a fixed share grant (165 shares) rather than performance‑conditioned awards .
Other Directorships & Interlocks
| Category | Current Status |
|---|---|
| Public company directorships | None disclosed |
| Private/non‑profit boards | Trustee, Friends of Democracy Prep NY Charter Schools |
| Interlocks/conflicts | None disclosed; no Compensation Committee interlocks (no members were WTM employees/officers) |
Expertise & Qualifications
- Legal and transactional expertise: complex M&A, activist defense, governance, cross‑border deals; crisis and board advisory .
- Governance leadership: Chairs CNG Committee overseeing director/executive compensation, governance, ESG strategy, succession, and board/committee evaluations .
- Audit oversight: Member of Audit Committee reviewing financial integrity, auditor independence, ESG risk oversight (cyber, climate, sustainability) and related‑party approvals .
Equity Ownership
| Holder | Beneficially Owned Shares | Economically Owned Shares |
|---|---|---|
| Philip A. Gelston | 1,583 | 1,583 |
Notes:
- No director beneficially owns ≥1% of outstanding shares; directors and officers as a group own 3.2% (81,451 shares) .
- As of March 31, 2025, 2,573,726 common shares outstanding .
Governance Assessment
- Strengths:
- Independence and multi‑committee service; chairs key CNG Committee with full independence and defined charter .
- Robust shareholder engagement led by Gelston; alignment of governance disclosures and ESG oversight across committees .
- Clear director compensation structure with equity ownership encouragement; annual stock grants and cash retainers; no director pensions/perks beyond charitable matching .
- Company-wide clawback and recovery policies (NYSE-compliant), “no hedging of Company securities,” double‑trigger change‑in‑control terms for plans; no excise tax gross‑ups; director and executive ownership guidelines .
- No related‑party transactions requiring Audit Committee approval in 2024 .
- Potential risks/RED FLAGS: none disclosed specific to Gelston. Attendance thresholds met; no pledging or hedging issues disclosed; related‑party transactions none in 2024 .
- Compensation alignment: Director pay combines cash plus full‑value shares; executive pay is heavily performance‑linked (for context), but directors’ equity is fixed—consistent with market practice; ownership guidelines cited as robust (5x cash retainer for directors per governance highlights) .
Overall, Gelston’s independent leadership of the CNG Committee, cross‑committee participation, and direct role in shareholder engagement support board effectiveness and investor confidence; absence of related‑party ties, compliant clawback policies, and clear compensation structures mitigate governance risk .