KINSALE CAPITAL GROUP, INC., DEF 14A filed on 4/7/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Kinsale Capital Group, Inc.
Entity Central Index Key 0001669162
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
In 2022, the SEC adopted rules requiring disclosure of information pertaining to both Principal Executive Officer (“PEO”) and other NEO compensation, including separate disclosure of the PEO’s total compensation and other NEOs’ average total compensation calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. To determine Compensation Actually Paid (“CAP”) for the PEO and NEOs, we are required to make certain adjustments to total executive compensation reported in the Summary Compensation Table for equity awards that are calculated in accordance with US GAAP.
The table below details CAP for our PEO, Michael Kehoe, the average of CAP to our other NEOs, our total shareholder return (“TSR”), the TSR of our peer group (the S&P 500 Property & Casualty Insurance Index), net income, and a company-selected measure. Our company-selected measure, the most important financial performance measure used to link compensation paid to all employees, including executive officers, to company performance for the most recently completed year, is actual underwriting profit. Actual underwriting profit is the performance metric used to determine the bonus pool calculation under the annual cash incentive program and from which the variable compensation is derived.
Value of initial fixed $100 investment based on:
Year
Summary Compensation Table Total for PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for non-PEO NEOs(3)
Average Total Compensation Actually Paid to non-PEO NEOs(2)
Total share-holder return
Peer group total share-holder return (4)
Net incomeActual Underwriting Profit
20246,773,862 8,242,146 2,610,899 3,180,008 $461.94 $227.67 414,843,000 323,080,601 
20235,223,077 6,126,808 2,223,567 2,556,774 $332.19 $168.05 308,093,000 269,797,812 
20223,783,912 4,064,879 1,467,060 1,584,237 $258.97 $151.65 159,114,000 200,333,134 
20213,028,861 3,427,664 1,274,034 1,417,695 $235.07 $127.58 152,659,000 152,209,751 
20202,210,343 4,087,450 917,728 1,313,635 $197.28 $106.96 88,419,000 64,301,708 
(1) Refers to total column reported in the Summary Compensation Table for Mr. Kehoe for each respective year.
(2) Refer to CAP table below for a reconciliation of Summary Compensation Table compensation to CAP.

(3) Average of total compensation reported in the Summary Compensation Table for non-PEO NEOs Brian Haney, Bryan Petrucelli, Mark Beachy and Diane Schnupp for each of 2024, 2023, 2022, 2021 and 2020.
(4) Cumulative total returns to the S&P 500 Property & Casualty Insurance Index assuming an initial investment of $100 on December 31, 2019, the measurement period, and the reinvestment of dividends, if any.

Components of Compensation Actually Paid
The table below shows the reconciliation of Summary Compensation Table compensation to CAP for Mr. Kehoe and the average CAP for all other NEOs for the years presented in the CAP table.

For outstanding and unvested awards as of end of covered fiscal year:
YearSummary Compensation Table TotalLess: Stock award value as reported in Summary Compensation TableAdd: Fair value at year-end of any equity awards granted during fiscal yearAdd: Change in fair value of equity awards granted in prior yearsAdd: Change in fair value of awards that vested during fiscal yearTotal Compensation Actually Paid
PEO(5):
20246,773,862 (2,499,860)2,252,625 997,095 718,424 8,242,146 
20235,223,077 (1,799,975)1,899,275 503,382 301,049 6,126,808 
20223,783,912 (999,810)1,245,097 184,125 (148,445)4,064,879 
20213,028,861 (749,883)972,256 441,981 (265,551)3,427,664 
20202,210,343 (749,882)995,647 1,349,925 281,416 4,087,450 
Non-PEO20242,610,899 (874,667)788,163 374,610 281,003 3,180,008 
NEOs(5):
20232,223,567 (684,553)722,317 187,713 107,730 2,556,774 
20221,467,060 (356,790)444,323 63,328 (33,684)1,584,237 
20211,274,034 (299,944)388,891 114,186 (59,472)1,417,695 
2020917,728 (299,952)372,592 269,069 54,198 1,313,635 
(5) With respect to each 2024, 2023, 2022, 2021 and 2020, the reported PEO is Michael P. Kehoe and reported non-PEO NEOs are Brian Haney, Bryan Petrucelli, Mark Beachy and Diane Schnupp
       
Company Selected Measure Name Actual Underwriting Profit        
Named Executive Officers, Footnote
(3) Average of total compensation reported in the Summary Compensation Table for non-PEO NEOs Brian Haney, Bryan Petrucelli, Mark Beachy and Diane Schnupp for each of 2024, 2023, 2022, 2021 and 2020.
       
Peer Group Issuers, Footnote
(4) Cumulative total returns to the S&P 500 Property & Casualty Insurance Index assuming an initial investment of $100 on December 31, 2019, the measurement period, and the reinvestment of dividends, if any.
       
PEO Total Compensation Amount $ 6,773,862 $ 5,223,077 $ 3,783,912 $ 3,028,861 $ 2,210,343
PEO Actually Paid Compensation Amount 8,242,146 6,126,808 4,064,879 3,427,664 4,087,450
Non-PEO NEO Average Total Compensation Amount 2,610,899 2,223,567 1,467,060 1,274,034 917,728
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,180,008 2,556,774 1,584,237 1,417,695 1,313,635
Compensation Actually Paid vs. Total Shareholder Return
Relationship of Compensation Actually Paid to Total Shareholder Return
The following graph shows the relationship between executive compensation actually paid for both the CEO and average of other NEOs to our TSR and TSR for the S&P 500 Property & Casualty Insurance Index for the period from December 31, 2019 through December 31, 2024. The graph assumes an initial investment of $100 and the reinvestment of dividends, if any.
CAP vs TSR.jpg
       
Compensation Actually Paid vs. Company Selected Measure
The following graph depicts the relationship between the cash and equity portions of compensation of our PEO and average of cash and equity portions of compensation of our non-PEO NEOs and each of net income and actual underwriting profit.
pvp graph - final.jpg

As a result of our compensation philosophy, we grant equity awards to certain employees, including executive officers, in order to align employee incentives with those of shareholders. In recent years, the price of our common stock has increased. As a result, CAP for both the CEO and average of NEOs is heavily influenced by the change in the price of our common stock. Our compensation philosophy, specifically the bonus component in the table above, is intended to align executive bonuses with the performance of our underwriting operations. Equity awards granted to employees are intended to incentivize management, including executive officers, to grow the business over the long-term. We do not view changes in the fair value of previously granted equity awards as a meaningful metric when evaluating executive compensation.
       
Tabular List, Table
List of Most Important Performance Measures
The following table lists the most important measures we used in determining executive compensation for the year ended December 31, 2024:
Most Important Measures for Determining NEO Pay
Actual underwriting profit (1)
Combined ratio (2)
Operating return on equity (3)

(1) See CD&A for description of how actual underwriting profit is calculated.
(2) Combined ratio is the sum of the loss ratio and the expense ratio. Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses to sum of earned premiums and fee income, net of the effects of reinsurance. Expense ratio, expressed as a percentage, is the ratio of underwriting, acquisition and insurance expenses to the sum of net earned premiums and fee income. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.
(3) Operating return on equity is a non-GAAP financial measure. We define operating return on equity as net operating earnings, a non-GAAP financial measure, expressed as a percentage of average beginning and ending stockholders’ equity during the period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reconciliation of Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a reconciliation of net operating earnings and operating return on equity.
       
Total Shareholder Return Amount $ 461.94 332.19 258.97 235.07 197.28
Peer Group Total Shareholder Return Amount 227.67 168.05 151.65 127.58 106.96
Net Income (Loss) $ 414,843,000 $ 308,093,000 $ 159,114,000 $ 152,659,000 $ 88,419,000
Company Selected Measure Amount 323,080,601 269,797,812 200,333,134 152,209,751 64,301,708
PEO Name Michael Kehoe        
Measure:: 1          
Pay vs Performance Disclosure          
Name Actual underwriting profit (1)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Combined ratio (2)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Operating return on equity (3)        
PEO | Stock award value as reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,499,860) $ (1,799,975) $ (999,810) $ (749,883) $ (749,882)
PEO | Fair value at year-end of any equity awards granted unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,252,625 1,899,275 1,245,097 972,256 995,647
PEO | Change in fair value of equity awards granted in prior years - unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 997,095 503,382 184,125 441,981 1,349,925
PEO | Change in fair value of awards that vested during fiscal year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 718,424 301,049 (148,445) (265,551) 281,416
Non-PEO NEO | Stock award value as reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (874,667) (684,553) (356,790) (299,944) (299,952)
Non-PEO NEO | Fair value at year-end of any equity awards granted unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 788,163 722,317 444,323 388,891 372,592
Non-PEO NEO | Change in fair value of equity awards granted in prior years - unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 374,610 187,713 63,328 114,186 269,069
Non-PEO NEO | Change in fair value of awards that vested during fiscal year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 281,003 $ 107,730 $ (33,684) $ (59,472) $ 54,198