James River Group Sets Oct. 23 Shareholder Meeting, Seeks Plan Amendments

TL;DR

**JRVR is pushing for continuity in leadership and compensation plans at its October 23rd meeting, signaling a stable but potentially uninspired outlook for investors.**

AI Summary

James River Group Holdings, Ltd. (JRVR) is preparing for its Annual General Meeting on October 23, 2025, where shareholders will vote on five key proposals, including the election of eight directors and the re-appointment of Ernst & Young LLP as independent auditor. The company also seeks approval for the 2024 compensation of its named executive officers and amendments to both the 2014 Long-Term Incentive Plan and the 2014 Non-Employee Director Incentive Plan. Frank N. D'Orazio, CEO, has been with the company since November 2020, and Christine LaSala assumed the role of Non-Executive Chairperson in February 2025. The proxy statement, mailed on September 17, 2025, includes the 2024 Annual Report, providing insights into the company's business and consolidated audited financial statements. The board recommends a 'FOR' vote on all five proposals, indicating a stable strategic direction and continuity in governance and executive compensation frameworks.

Why It Matters

This DEF 14A filing outlines James River Group's governance and compensation strategy, directly impacting investor confidence and future performance. Approving amendments to the 2014 Long-Term Incentive Plan and Non-Employee Director Incentive Plan could influence executive and director retention and motivation, crucial for a specialty insurer in a competitive market. The re-appointment of Ernst & Young LLP ensures continuity in financial oversight, while the election of directors, including new board member Joel D. Cavaness who retired from Risk Placement Services in June 2025, signals a focus on industry expertise and leadership stability. For employees, these plans dictate potential equity incentives, and for customers, strong governance underpins the company's long-term stability and ability to meet obligations.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, including director elections and auditor re-appointment, which are standard corporate governance items. The proposed amendments to the 2014 Long-Term Incentive Plan and 2014 Non-Employee Director Incentive Plan are also common practices to update compensation frameworks, not indicating immediate financial distress or significant operational risks. All proposals are recommended 'FOR' by the Board, suggesting internal consensus.

Analyst Insight

Investors should review the proposed amendments to the 2014 Long-Term Incentive Plan and 2014 Non-Employee Director Incentive Plan to understand potential dilution or changes in executive incentives. While the board recommends 'FOR' all proposals, shareholders should independently assess the impact of executive compensation on long-term value creation and vote accordingly.

Executive Compensation

Key Numbers

• October 23, 2025 — Annual General Meeting Date (Date shareholders will vote on proposals)
• September 3, 2025 — Record Date (Date to determine shareholders entitled to vote)
• 8 — Number of Directors (Nominees for election to the Board for a one-year term)
• 5 — Number of Proposals (Items to be voted on at the Annual Meeting)
• 2024 — Annual Report Year (Annual Report included with the proxy statement)
• 2014 — Long-Term Incentive Plan Year (Year of the Long-Term Incentive Plan proposed for amendment)
• 2014 — Non-Employee Director Incentive Plan Year (Year of the Non-Employee Director Incentive Plan proposed for amendment)
• September 17, 2025 — Proxy Materials Mailing Date (Date proxy statement and annual report were first mailed to shareholders)

Key Players & Entities

• James River Group Holdings, Ltd. (company) — Registrant for DEF 14A filing
• Frank N. D'Orazio (person) — Chief Executive Officer and Director
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Christine LaSala (person) — Director, Non-Executive Chairperson of the Board since February 2025
• Joel D. Cavaness (person) — Director since July 2025, retired from Risk Placement Services, Inc. in June 2025
• Matthew B. Botein (person) — Director since January 2023, Managing Partner of Gallatin Point Capital LLC
• Thomas L. Brown (person) — Director since October 2021, former Senior Vice President and CFO of RLI Corp.
• Kirstin M. Gould (person) — Director since October 2021, former EVP, General Counsel and Corporate Secretary of XL Group Ltd
• Dennis J. Langwell (person) — Director since April 2023, former Vice Chairman of Insurance Operations at Liberty Mutual Group Inc.
• Peter B. Migliorato (person) — Director since October 2022, former partner of Deloitte Consulting

FAQ

Industry Context

James River Group Holdings, Ltd. operates within the specialty insurance sector, focusing on niche markets and underserved areas. The industry is characterized by its cyclical nature, sensitivity to economic conditions, and evolving regulatory landscape. Key trends include increasing competition, the impact of climate change on property and casualty insurance, and the ongoing digital transformation of insurance processes.

Regulatory Implications

As an insurance provider, JRVR is subject to extensive state-level insurance regulations in the U.S., covering solvency, market conduct, and product approvals. Changes in accounting standards (e.g., for revenue recognition or loss reserves) and capital requirements can significantly impact financial reporting and operational flexibility. The company must also comply with federal regulations related to financial reporting and corporate governance.

What Investors Should Do

1. Review the 2024 Annual Report for detailed financial performance and business operations.
2. Evaluate the company's proposals, particularly those concerning director elections, auditor re-appointment, and executive compensation plans, before voting.
3. Consider the proposed amendments to the 2014 Long-Term Incentive Plan and Non-Employee Director Incentive Plan and their potential impact on shareholder value and executive alignment.
4. Vote FOR Proposals 1 through 5 as recommended by the Board of Directors to ensure continuity in governance and strategic direction.

Key Dates

• 2025-10-23: Annual General Meeting — Shareholders will vote on five key proposals, including director elections and executive compensation.
• 2025-09-17: Proxy Materials Mailing Date — The proxy statement and 2024 Annual Report were distributed to shareholders, providing information for voting decisions.
• 2025-09-03: Record Date — Determines which shareholders are entitled to vote at the Annual General Meeting.

Glossary

DEF 14A

A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for publicly traded companies when soliciting proxies from shareholders for an annual or special meeting. (This document is the DEF 14A filing for James River Group Holdings, Ltd., containing all information shareholders need to make informed voting decisions.)

Named Executive Officers (NEOs)

The top executive officers of a company, typically the CEO, CFO, and the next three highest-paid executive officers, whose compensation is disclosed in detail in SEC filings. (Shareholders are being asked to approve the 2024 compensation of JRVR's NEOs (Proposal No. 3).)

Long-Term Incentive Plan

A type of employee compensation plan designed to reward executives for achieving long-term company goals, often involving stock options, restricted stock, or other equity-based awards. (JRVR is seeking shareholder approval to amend its 2014 Long-Term Incentive Plan (Proposal No. 4).)

Non-Employee Director Incentive Plan

A compensation plan specifically for members of the board of directors who are not also employees of the company, typically involving equity awards. (JRVR is seeking shareholder approval to amend its 2014 Non-Employee Director Incentive Plan (Proposal No. 5).)

Independent Auditor

An external accounting firm hired by a company to audit its financial statements and provide an opinion on their fairness and accuracy. (Shareholders will vote on the re-appointment of Ernst & Young LLP as JRVR's independent auditor (Proposal No. 2).)

Year-Over-Year Comparison

The provided text focuses on the upcoming 2025 Annual General Meeting and does not contain comparative data from a previous filing. Therefore, a comparison of key metrics such as revenue growth, margin changes, or new risks versus the prior year cannot be performed based on this excerpt.

Key Financial Figures

• $0.00125 — Convertible Preferred Shares, par value $0.00125 per share (the "Series A Preferred Shar
• $150 m — s"), for an aggregate purchase price of $150 million, or $1,000 per share. Pursuant to
• $1,000 — gate purchase price of $150 million, or $1,000 per share. Pursuant to the Investment A

Filing Documents

• tm2516536-2_def14a.htm (DEF 14A) — 2237KB
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• 0001104659-25-090550.txt ( ) — 6712KB
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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 15 Compensation Discussion and Analysis 29 Summary Compensation Table 31 Grants of Plan-Based Awards 32 Outstanding Equity Awards at Fiscal Year-End 33 Option Exercises and Stock Vested 33 Pension Benefits & Nonqualified Deferred Compensation 33 Pay versus Performance 37 Potential Payments upon Termination or Change in Control 43 Chief Executive Officer Pay Ratio 44 EQUITY COMPENSATION PLAN INFORMATION 45 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 45 Policies and Procedures for Related Person Transactions 45 Related Party Transactions 47 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 50 PROPOSAL NO. 1 ELECTION OF DIRECTORS 51 PROPOSAL NO. 2 RE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR 53 PROPOSAL NO. 3 APPROVAL OF THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 54 PROPOSAL NO. 4 TO APPROVE AN AMENDMENT TO THE JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN 61 PROPOSAL NO. 5 TO APPROVE AN AMENDMENT TO THE JAMES RIVER GROUP HOLDINGS, LTD. 2014 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN 66 OTHER MATTERS 66 The Domestication 66 Other Business at the Annual Meeting 66 Shareholder Proposals and Director Nominations for the 2026 Annual General Meeting of Shareholders 67 Shareholders Sharing the Same Address 68 FREQUENTLY ASKED QUESTIONS 68 Where and when will the meeting take place? 68 What proposals are to be presented at the Annual Meeting and what are the Board of Directors recommendations? 68 Who is entitled to vote at the Annual Meeting? 69 How many votes do I have? 69 What is the difference between holding shares as a shareholder of record and as a beneficial owner? 69 What if I do not vote for some of the items listed on my proxy card or voting instruction card? 70 What options are available to me to vote my shares? 70 How many votes must be present to hold the Annual Meetin

Forward-Looking Statements

Forward-Looking Statements A-1 APPENDIX A B-1 APPENDIX B TABLE OF CONTENTS PROXY STATEMENT DATED SEPTEMBER 17, 2025 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER23, 2025 We are providing these proxy materials to you in connection with our 2025 Annual General Meeting of Shareholders, which we refer to in this proxy statement as the Annual Meeting. The Annual Meeting will be held at Rosewood Bermuda located at 60 Tucker's Point Drive, Hamilton Parish, HS 02 Bermuda on Thursday, October 23, 2025, at 8:00 a.m. local time. This proxy statement and our 2024 Annual Report are being made available to our shareholders beginning on or about September 17, 2025. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. For information regarding voting your shares and other important information regarding the Annual Meeting, please see "Frequently Asked Questions" in this proxy statement. TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Nominees for Election as Directors The nominees for election as directors were recommended to our Board and approved for nomination by the Nominating and Corporate Governance Committee of our Board. Unless otherwise specified in the accompanying proxy, the shares voted on the proxy will be cast in favor of the election of Matthew B. Botein, Thomas L. Brown, Joel D. Cavaness, Frank N. D'Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala, and Peter B. Migliorato. Each of the nominees has consented to being named as a nominee in this proxy statement. If, for any reason, any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors may reduce the size of our Board and eliminate the vacancy. Our Board of Directors, however, has no reason to believe

View Full Filing

View this DEF 14A filing on SEC EDGAR