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, officer exculpation, a new incentive plan, and auditor ratification.

• Board recommends voting FOR all proposals and nominees.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

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

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

• Amendment to Certificate of Incorporation to exculpate officers from certain liabilities.

• Approval of the 2025 Omnibus Incentive Plan.

• Ratification of KPMG LLP as independent auditor for 2025.

Board of directors and corporate governance

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

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

• Three standing committees: Audit, CNCG (Compensation, Nominating, and Corporate Governance), and Investment.

• All committee members meet NYSE independence standards.

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