Weston Hicks
WHITE MOUNTAINS INSURANCE GROUPAbout Weston M. Hicks
Weston M. Hicks (age 68) is an independent director and Chairman of the Board at White Mountains Insurance Group, Ltd. (WTM). He joined the Board in 2023 and was appointed Chairman in May 2023; he currently serves on the Audit Committee and chairs the Executive Committee, bringing over 40 years of finance, insurance, investment management, and executive leadership experience, including as former President & CEO of Alleghany Corporation (2004–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alleghany Corporation | President & CEO | 2004–2021 | Director at Alleghany (2004–2021) |
| Alleghany Corporation | EVP | 2002–2004 | Senior leadership in insurance holding company |
| The Chubb Corporation | EVP & CFO | 2001–2002 | Finance leadership at major P&C insurer |
| J.P. Morgan Securities | Senior Research Analyst | 1999–2001 | Sell-side insurance research |
| Sanford C. Bernstein | Senior Research Analyst | 1991–1999 | Sell-side insurance research |
| Moody’s Investors Service | Associate Director | 1986–1991 | Insurance/financials credit analysis |
| Banking and accounting (pre-1986) | Various roles | Pre-1986 | Early finance/accounting career |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alleghany Corporation | Director | 2004–2021 | Prior public company directorship; no current public company board disclosed for Hicks in WTM’s proxy . |
Board Governance
- Independence and leadership: Hicks is an independent director and serves as Chairman of the Board; he also presides over separate sessions of non‑management directors at Board meetings, reinforcing independent oversight .
- Committees: Audit Committee member; Chair of the Executive Committee; not listed on the Compensation/Nominating & Governance or Finance Committees .
- Attendance: In 2024, each director (including Hicks) attended more than 75% of Board and relevant committee meetings; all directors attended the 2024 Annual General Meeting .
- Shareholder engagement: In 2024, the Board and management reached out to holders of 72% of shares outstanding and met with investors representing 37%; the CNG Committee Chair personally led meetings covering 20% of outstanding shares .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $135,000 | Base cash retainer |
| Additional cash retainer – Board Chair | $100,000 | Chair premium |
| Audit Committee member retainer | $15,000 | Paid to Audit Committee members |
| Committee chair retainers (non-Audit) | $25,000 | For chairs of other committees; aggregate 2024 cash actually paid to Hicks totaled $250,000 (see table) |
| Hicks – Fees paid in cash (total) | $250,000 | Actual 2024 cash compensation |
- Program structure: No meeting fees; non-employee directors may also receive committee member/chair retainers; directors can participate in the company matching gift program (up to $10,000) but otherwise receive no benefits .
Performance Compensation (Director)
| Equity Element (2024) | Shares | Valuation Basis | Dollar Value |
|---|---|---|---|
| Annual equity retainer (all non-employee directors) | 165 shares | $1,718.81 per share (5/23/2024) | Included below |
| Additional equity retainer – Board Chair | 65 shares | $1,718.81 per share (5/23/2024) | Included below |
| Hicks – Stock awards (total) | 230 shares | Grant-date fair value | $395,326 |
- The director equity award is common shares (not performance-based); shares were valued at the grant-date market price on May 23, 2024 ($1,718.81) .
- Hedging and alignment controls: Company policy prohibits hedging of Company securities; director/EO share ownership guidelines are in place (see below) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Hicks in WTM’s 2025 proxy . |
| Prior public company boards | Alleghany Corporation (Director, 2004–2021) . |
| Committee roles elsewhere | Not disclosed in WTM proxy for Hicks . |
| Interlocks/conflicts | No related-person transactions in 2024 requiring Audit Committee approval; Audit Committee oversees approval of related-party transactions . |
Expertise & Qualifications
- Deep insurance and financial services leadership (former CEO of Alleghany; former CFO of Chubb), plus extensive sell-side and credit research background, supporting audit and capital allocation oversight .
- Independent Chair structure; Board maintains 100% independence on Audit and CNG Committees; Hicks contributes to independent oversight via Audit Committee and executive-session leadership .
Equity Ownership
| Holder | Beneficially Owned Shares | Economically Owned Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Weston M. Hicks | 2,536 | 2,536 | ~0.10% | 2,573,726 shares outstanding as of 3/31/2025; percentage derived from disclosed counts . |
- Director ownership guideline: Robust ownership guidelines require directors to hold shares equal to 5x the cash retainer; executives have separate 10x salary guidelines for CEO/EVPs .
- Estimated alignment: Hicks’s holdings (2,536 shares) had an indicative value of ~$4.8–$4.9 million using disclosed reference prices ($1,902.57 on 3/28/2025; $1,945.06 on 12/31/2024), which materially exceeds 5x the $135,000 cash retainer; this suggests guideline compliance (calculation based on and holdings in ).
Governance Assessment
- Strengths: Independent Board Chair; audit committee service; high engagement with shareholders; clear oversight of related-party transactions; anti-hedging policy; robust director ownership guidelines; no related-person transactions requiring approval in 2024 .
- Attendance and commitment: Directors (including Hicks) exceeded the 75% attendance threshold and all attended the 2024 AGM, indicating baseline engagement .
- Compensation alignment: Director pay appropriately balanced between cash and equity, with additional retainers for Chair and committee responsibilities; equity in the form of shares aligns incentives with shareholders (no performance shares for directors) .
- Potential risk indicators: None disclosed specific to Hicks; company reports no related-person transactions in 2024; hedging prohibited; no mention of pledging in proxy; continue monitoring for any evolving interlocks given WTM’s portfolio/investments .
Notes:
- Independence status: Hicks is explicitly identified as independent .
- Committees: Hicks serves on the Audit Committee and chairs the Executive Committee .
- Director compensation – Hicks (2024): $250,000 cash; $395,326 stock awards; total $645,326 .