Kinsale Capital Group, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Kinsale Capital Group, Inc. filed its annual proxy statement detailing executive compensation and equity awards for the fiscal year 2023.</b>

AI Summary

Kinsale Capital Group, Inc. (KNSL) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Kinsale Capital Group, Inc. filed a DEF 14A on April 8, 2024. The filing covers the fiscal year ending December 31, 2023. Data on stock awards, fair value of equity awards, and changes in fair value for both PEO and Non-PEO members are detailed. The company's fiscal year ends on December 31st. Kinsale Capital Group, Inc. is in the FIRE, MARINE & CASUALTY INSURANCE industry.

Why It Matters

For investors and stakeholders tracking Kinsale Capital Group, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, stock awards, and the valuation of equity awards, enabling informed voting decisions. Understanding the details of equity awards and their valuation is important for shareholders to assess management's alignment with shareholder interests and the company's long-term performance.

Risk Assessment

Risk Level: low — Kinsale Capital Group, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and equity award valuations to understand management incentives and potential dilution.

Key Numbers

• 2024-04-08 — Filing Date (DEF 14A filing date)
• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 2022-12-31 — Previous Fiscal Year End (Previous fiscal year end)
• 2021-12-31 — Prior Fiscal Year End (Prior fiscal year end)
• 2020-12-31 — Prior Fiscal Year End (Prior fiscal year end)

Key Players & Entities

• Kinsale Capital Group, Inc. (company) — Filer name
• 2035 MAYWILL STREET, SUITE 100 (address) — Business and mailing address
• RICHMOND (location) — Business and mailing city
• VA (location) — Business and mailing state
• 23230 (postal_code) — Business and mailing zip code
• 0001669162-24-000014 (filing_id) — Accession number
• 20240408 (date) — Filing date
• FIRE, MARINE & CASUALTY INSURANCE (industry) — Standard Industrial Classification

FAQ

Industry Context

Kinsale Capital Group operates in the FIRE, MARINE & CASUALTY INSURANCE sector. This filing is a standard regulatory requirement for publicly traded companies.

Regulatory Implications

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders before their annual meetings.

What Investors Should Do

1. Review the executive compensation table for details on salaries, bonuses, and stock awards.
2. Analyze the equity award grants and valuations to understand potential shareholder dilution and management incentives.
3. Note any proposals being put forth for shareholder vote at the upcoming annual meeting.

Key Dates

• 2024-04-08: Filing of DEF 14A — Indicates the company is providing its annual proxy statement to shareholders.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine annual disclosure. No comparative financial data from a previous filing is directly presented within this document's header information.

Key Financial Figures

• $20,000 — tion of proxies at an estimated cost of $20,000, plus a charge of $5.50 per holder for
• $5.50 — mated cost of $20,000, plus a charge of $5.50 per holder for telephone solicitations
• $489,083,060 — ef Executive Officer 57 2009 Investment $489,083,060 Steven J. Bensinger Director 69 2015 C
• $14,850,170 — nsinger Director 69 2015 Chair of Audit $14,850,170 Teresa P. Chia Director 42 2021 Audit
• $1,180,216 — Teresa P. Chia Director 42 2021 Audit $1,180,216 Robert V. Hatcher, III Director 67 202
• $812,061 — t V. Hatcher, III Director 67 2021 CNCG $812,061 Anne C. Kronenberg Director 64 2017 Ch
• $4,788,139 — rg Director 64 2017 Chair of Investment $4,788,139 Robert Lippincott, III Lead Independen
• $4,954,471 — Lead Independent Director 77 2010 CNCG $4,954,471 James J. Ritchie Director 69 2013 Audi
• $5,531,866 — James J. Ritchie Director 69 2013 Audit $5,531,866 Frederick L. Russell, Jr. Director 64
• $17,191,003 — ussell, Jr. Director 64 2010 Investment $17,191,003 Gregory M. Share Director 50 2017

Filing Documents

• knsl-20240408.htm (DEF 14A) — 578KB
• knsl-20240408_g1.jpg (GRAPHIC) — 150KB
• knsl-20240408_g2.jpg (GRAPHIC) — 32KB
• knsl-20240408_g3.jpg (GRAPHIC) — 233KB
• knsl-20240408_g4.jpg (GRAPHIC) — 244KB
• knsl-20240408_g5.jpg (GRAPHIC) — 585KB
• knsl-20240408_g6.jpg (GRAPHIC) — 207KB
• 0001669162-24-000014.txt (&nbsp;) — 4452KB
• knsl-20240408.xsd (EX-101.SCH) — 3KB
• knsl-20240408_def.xml (EX-101.DEF) — 4KB
• knsl-20240408_lab.xml (EX-101.LAB) — 5KB
• knsl-20240408_pre.xml (EX-101.PRE) — 3KB
• knsl-20240408_htm.xml (XML) — 92KB

executive compensation;

executive compensation; 4. Approve Amendment to the Company's Certificate of Incorporation to include exculpation of officers 5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2024; and 6. To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. Record Date You are entitled to vote at the Annual Meeting and at any adjournment or postponement thereof if you were a holder of shares of our common stock of record at the close of business on March 26, 2024. Voting Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. If you are a stockholder of record, you may vote via the Internet at www.proxyvote.com, or, if you have received a printed copy of these proxy materials by mail, you may vote by phone or by signing, dating, and returning your proxy card in the prepaid envelope provided. If you are a beneficial owner, you should follow the voting instructions provided by your broker, bank or other intermediary. Internet Availability of Proxy Materials Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 23, 2024. Kinsale Capital Group, Inc.'s Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/49714P. By Order of the Board of Directors, April 8, 2024 /s/ Amanda E. Viol Richmond, Virginia Amanda E. Viol Secretary Table of Contents Page Proxy Statement 1 Questions and Answers about the Proxy Materials and the Annual Meeting 1

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 7 Proposal 1: Election of Directors 9 Board of Directors and Corporate Governance 13 Compensation Discussion and Analysis 20

Executive Compensation

Executive Compensation 26 Equity Compensation Plan Information 34 Certain Relationships and Related Person Transactions 34 Proposal 2: Advisory Vote on Executive Compensation 36 Proposal 3: Advisory Vote on the Frequency of Advisory Vote on Executive Compensation 37 Proposal 4: Approve Amendment of the Certificate of Incorporation to Include the Exculpation of Officers 38 Proposal 5: Ratification of Independent Registered Public Accounting Firm 40 Independent Registered Public Accounting Firm 41 Committee Reports 42 Additional Information 43 2035 Maywill Street Suite 100 Richmond, VA 23230 PROXY STATEMENT The Board of Directors of Kinsale Capital Group, Inc. (the "Company," the "Board," "we," "us" or "our") is soliciting your proxy to vote at the 2024 annual meeting of stockholders to be held at 10:30 a.m., Eastern Daylight Time, on May 23, 2024, and any adjournment or postponement of that meeting (the "Annual Meeting"). The Annual Meeting will be held at The Commonwealth Club, 401 W. Franklin Street, Richmond, VA 23220. A Notice of Internet Availability of Proxy Materials (the "Proxy Notice"), containing instructions on how to access this Proxy Statement and our Annual Report to Stockholders online, was mailed to stockholders on or about April 8, 2024. On that date, we also began mailing a full set of proxy materials to those stockholders who had previously requested paper copies of our proxy materials. If you received the Proxy Notice by mail, you will not automatically receive a printed copy of the proxy materials or our Annual Report to Stockholders. Instead, the Proxy Notice instructs you how you may access this information online and instructs you how you may submit your proxy. If you would like to receive a printed copy of our proxy materials, including our Annual Report to Stockholders, you should follow the instructions for requesting such materials included in the Proxy Notice. QUESTIONS AND ANSWERS ABOUT THE PROXY MA

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of March 26, 2024, unless otherwise indicated, regarding the beneficial ownership of shares of our common stock by (1) each person (including any group as defined in the Securities Exchange Act of 1934 (the "Exchange Act")) known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (2) each of our directors and director nominees, (3) each of our named executive officers, and (4) all of our directors and executive officers as a group. Unless otherwise indicated, the address for each person named below is c/o Kinsale Capital Group, Inc., 2035 Maywill Street, Suite 100, Richmond, Virginia 23230. The amounts and percentages owned are reported on the basis of the SEC's rules governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting or investment power, which includes the power to dispose such security. A person is also deemed to be a beneficial owner of any securities the person has the right to acquire within 60 days. These securities are deemed to be outstanding for purposes of computing that person's ownership percentage, but not for purposes of computing any other person's ownership percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities. Computations are based on 23,276,463 shares of our common stock outstanding as of March 26, 2024. Shares of Common Stock Beneficially Owned Name of Beneficial Owner Number of Shares % of Class Greater than 5% Stockholders: BlackRock, Inc. (1) 2,090,740 9.0 The Vanguard Group (2) 2,090,388 9.0 Baron Capital Group, Inc. and affiliated entities (3) 1,925,514 8.3 Named Executive Officers and Directors: Michael P. Kehoe (4) 923,286 4.0 Brian D. Haney (5) 163,459 * Bryan P. Petrucelli (6) 71,909 *

View Full Filing

View this DEF 14A filing on SEC EDGAR