KINSALE CAPITAL GROUP INC (KNSL)
Sector: Financials
2026 Annual Meeting Analysis
KINSALE CAPITAL GROUP INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Kehoe has served as CEO and director since 2009 with deep industry expertise; KNSL's 3-year price return of +22.6% trails XLF by 45.4 percentage points, but this gap does not reach the 65-percentage-point threshold required to trigger a vote against a director when the company's absolute 3-year return is in the strong-positive (above +20%) range, so no TSR trigger fires.
Bensinger has served since 2015 with over 30 years of insurance industry and financial expertise, qualifies as an audit committee financial expert, and no overboarding, attendance, or TSR trigger issues apply.
Chia has served since January 2021 with relevant insurance, investing, and financial expertise; no overboarding, attendance, independence, or TSR trigger issues apply.
Fortin joined in October 2024, which is within the 24-month new-director exemption window, so she is exempt from the TSR trigger; she is a CPA with over 35 years of financial services experience and is well-qualified for the audit committee.
Haney joined the board in October 2025, which is within the 24-month new-director exemption period, so he is exempt from the TSR trigger; he brings over 30 years of property and casualty insurance experience including deep knowledge of Kinsale's operations.
Hatcher has served since January 2021 with over 40 years of insurance industry experience; no overboarding, attendance, independence, or TSR trigger issues apply.
Kronenberg has served since 2017 with over 25 years of insurance and investment banking experience; no overboarding, attendance, independence, or TSR trigger issues apply.
Lippincott has served since 2010 as Lead Independent Director with 50 years of insurance experience; no overboarding, attendance, independence, or TSR trigger issues apply.
Share has served since 2017 with over 20 years of investment experience including deep insurance sector knowledge; no overboarding, attendance, independence, or TSR trigger issues apply.
All nine director nominees receive a FOR vote. KNSL's 3-year price return of +22.6% lags the XLF financial sector ETF by 45.4 percentage points, but because the company's absolute 3-year return is in the strong-positive range (above +20%), the policy requires a gap of at least 65 percentage points to trigger a vote against directors — a threshold that is not met. Two nominees (Fortin and Haney) joined within the past 24 months and are exempt from the TSR trigger entirely. All directors demonstrate relevant qualifications, the board discloses a skills matrix, attendance was satisfactory for all nominees, no overboarding concerns were identified, and there are no family relationships among directors or executives.
Say on Pay
✓ FORCEO
Michael P. Kehoe
Total Comp
$7,423,891
Prior Support
96%%
CEO Kehoe received total compensation of $7,423,891 in 2025, which is elevated for a financial services company at Kinsale's market cap but is supported by exceptional business performance — underwriting profit grew to $382.6 million in 2025, bonuses were tied to a well-defined underwriting profit metric, and the equity portion (restricted stock vesting over four years) meaningfully aligns executive and shareholder outcomes. Pay mix is heavily variable: Kehoe's base salary of $1,250,000 represents only about 17% of his total pay, with 83% in bonuses and equity awards, far exceeding the 50-60% variable-pay benchmark. Prior-year say-on-pay support was 96%, indicating strong shareholder endorsement, the company has a clawback policy, and no overarching red flags in pay structure were identified.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,151,761
Non-Audit Fees
$51,861
KPMG is a Big 4 firm appropriate for Kinsale's $8.4 billion market cap. The non-audit fees of $51,861 represent only about 4.5% of audit fees of $1,151,761, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this absence is noted as a minor negative factor but does not change the vote. No material financial restatements were identified.
Overall Assessment
Kinsale Capital Group's 2026 annual meeting presents a clean ballot with three standard proposals. All nine director nominees, auditor ratification of KPMG, and the executive compensation program warrant FOR votes — the company's pay program is heavily performance-linked, its auditor fees show no independence concerns, and while the stock has lagged the XLF ETF over three years, the underperformance gap does not reach the policy threshold required to vote against any director.