Kinsale Capital Group (KNSL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, to vote on key proposals including director elections, executive compensation, charter amendments, incentive plan approval, and auditor ratification.

• Board recommends voting FOR all proposals and nominees.

• Proxy materials and annual report are available online, with multiple voting methods provided.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms until the 2026 meeting.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the Certificate of Incorporation to include officer exculpation.

• Approval of the 2025 Omnibus Incentive Plan.

• Ratification of KPMG LLP as independent auditor for 2025.

• Board unanimously recommends FOR all proposals.

Board of directors and corporate governance

• Board to be reduced from ten to nine members; all nominees except the CEO are independent.

• Combined Chairman/CEO role with a Lead Independent Director for oversight.

• Three standing committees: Audit, CNCG, and Investment, all with independent members.

• Directors attended at least 75% of meetings in 2024.

• Annual retainer for non-employee directors increased for 2025.