Suzanne Shank
WHITE MOUNTAINS INSURANCE GROUPAbout Suzanne F. Shank
Independent director of White Mountains Insurance Group, Ltd. (WTM); age 63; joined the Board in 2021 (Class I nominee for term ending 2028). President, CEO and co-founder of Siebert Williams Shank & Co., LLC; prior structural engineer at General Dynamics; extensive experience in investment banking and municipal finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | President, CEO & Co‑founder | Established in 1996; current executive role | Built a full‑service investment banking platform; deep municipal finance expertise |
| General Dynamics Corporation | Structural Engineer | Prior to finance career | Technical foundation; engineering background |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Rocket Companies, Inc. (Public) | Director | Audit Committee | Public company board service; financial oversight |
| Consumers Energy Company (Public) | Director | Audit Committee | Utility sector oversight; audit experience |
| Skillman Foundation (Non‑profit) | Board Member | — | Civic/education focus |
| Kresge Foundation (Non‑profit) | Board Member | — | Philanthropy/governance |
| Spelman College (Academic/Non‑profit) | Board Member | — | Higher education governance |
Board Governance
- Independence: The Board determined Ms. Shank is independent under NYSE standards; WTM’s Board has an independent Chairman (Weston M. Hicks) who leads executive sessions of non‑management directors .
- Committees: Compensation/Nominating & Governance (member); Finance (member). CNG Committee is fully independent; Finance Committee formulates investment policy and monitors capital structure and risk .
- Attendance & Engagement: In 2024, each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual General Meeting. WTM’s Board and management conducted proactive shareholder outreach (contacted holders of 72% of shares; met with holders of 37%) .
- Board composition/diversity: Assuming nominees elected, 70% independent, average tenure 4.8 years; 30% gender and 20% racial/ethnic diversity; independent Chair; shareholders can call special meetings at 10% .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Non‑employee director cash retainer |
| Committee membership fees | $0 | Audit Committee members receive $15,000; Ms. Shank is not on Audit, so no member fee |
| Committee chair fees | $0 | $35,000 for Audit Chair; $25,000 for other committee Chairs; Ms. Shank is not a chair |
| Equity retainer (shares) | 165 shares | Granted May 23, 2024; valued at $1,718.81/share ($283,604 total) |
| Total 2024 director compensation | $418,604 | Fees paid in cash $135,000; Stock awards $283,604; Total $418,604 |
| Benefits/perquisites | Matching gifts up to $10,000 | Non‑employee directors may participate in matching gift program; no other benefits |
Performance Compensation (Director)
| Metric | Structure | Disclosure |
|---|---|---|
| Performance‑based metrics for director pay | None | WTM director compensation is fixed cash plus annual equity shares; no performance conditions disclosed for director awards |
WTM lists compensation governance “What We Do/Do Not Do” (e.g., clawbacks, double‑trigger CIC; no hedging; no excise tax gross‑ups), but these primarily describe executive programs; director pay is not performance‑linked .
Other Directorships & Interlocks
| Entity | Relationship to WTM | Potential Interlock/Conflict Consideration |
|---|---|---|
| Siebert Williams Shank & Co., LLC (SWS) | Ms. Shank is CEO; investment banking | Audit Committee reported no related‑party transactions requiring approval in 2024, mitigating near‑term conflict concerns |
| Rocket Companies, Inc. | External public board; audit oversight | No WTM‑Rocket transactions disclosed; standard interlock governance vigilance advisable |
| Consumers Energy Company | External public board; audit oversight | No WTM‑Consumers transactions disclosed |
- CNG Committee Interlocks/Insider Participation: No CNG Committee member (including Ms. Shank) was an employee or officer of WTM in the last fiscal year .
Expertise & Qualifications
- Investment banking and municipal finance leader (nearly 35 years in financial services), bringing capital markets, underwriting, and governance acumen to WTM’s investment‑driven model .
- Audit committee experience at two public boards enhances financial reporting and risk oversight capabilities .
- Technical foundation from structural engineering role at General Dynamics supports analytical rigor .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Economically Owned | Notes |
|---|---|---|---|
| Suzanne F. Shank | 721 | 721 | As of March 31, 2025; no director or executive officer beneficially owned ≥1% of total shares outstanding |
| Director stock ownership guideline | 5x cash retainer | — | Robust share ownership guidelines for directors (5x cash retainer); compliance status for directors not disclosed |
- Insider trading policy is in place and filed as an exhibit to the 2024 Form 10‑K .
- No disclosure of pledging or hedging by directors; company policies prohibit hedging of Company securities .
Governance Assessment
- Strengths: Independent director with deep capital markets experience; service on CNG and Finance committees aligns with WTM’s value‑creation through capital deployment; fully independent CNG; independent Chair leading executive sessions; strong attendance and proactive shareholder engagement .
- Alignment: Director equity retainer (165 shares) complements cash retainer; robust ownership guidelines (5x cash retainer) signal expected alignment, though individual compliance for directors not disclosed; Ms. Shank’s beneficial ownership is 721 shares, and no director holds ≥1% .
- Conflicts/Red Flags: CEO role at SWS could present potential transaction conflicts; Audit Committee reports no related‑party transactions in 2024, and CNG members (including Ms. Shank) are non‑employees—lower immediate conflict risk .
- Signals to investors: Board refreshment and diversity, independent oversight of ESG/risk in committee charters, and engagement program support governance quality; director compensation is straightforward (cash + shares), with no meeting fees or additional member fees outside Audit Committee, reducing pay complexity .