hg-20250327

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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HAMILTON INSURANCE GROUP, LTD.

_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 27, 2025

Dear Shareholder,

We are pleased to invite you to attend the 2025 Annual General Meeting of Shareholders of Hamilton Insurance Group, Ltd. ("Hamilton"). The attached proxy statement contains important information regarding the agenda for the meeting and voting instructions.

2024 was a transformative year for Hamilton, characterized by significant achievements. As we navigated our inaugural full calendar year as a public company, we successfully expanded our most attractive business lines and adeptly deployed capital across both the insurance and reinsurance sectors. We maintained a sharp focus on execution, capitalized on promising market opportunities and made remarkable progress in achieving our strategic and operational goals.

Our achievements are a testament to the hard work and dedication of our employees, an extremely talented team of professionals that know how and when to push the organization forward, all while maintaining our rigorous underwriting and risk management discipline standards. Thanks to their efforts, we have grown our business, fortified our foundation and positioned Hamilton to thrive and serve our customers for years to come.

We take immense pride in what Hamilton has accomplished, and we are even more excited about the future.

I encourage you to read the attached proxy statement, which will serve as your guide to the business to be conducted at the meeting. The meeting will be held virtually on May 15, 2025 at 9am Eastern Time and can be accessed via the following link: www.virtualshareholdermeeting.com/HG2025.

Thank you for your continued support.

Sincerely,

David A. Brown, Chairman

Notice of 2025 Annual General
Meeting of Shareholders

On behalf of the Hamilton Insurance Group, Ltd. ("Hamilton" or the "Company") Board of Directors, you are cordially invited to attend the Hamilton 2025 Annual General Meeting of Shareholders (the “Annual Meeting" or “Annual General Meeting”).

Meeting Details



Date and Time	Location	Record Date
May 15, 2025 at 9:00 A.M. Eastern Time ("ET")	Live via the Internet at www.virtualshareholdermeeting.com/HG2025	Shareholders of record as of the close of business on March 17, 2025 are entitled to vote at the Annual Meeting

How to Vote


Method	Details	Vote must be received or submitted by:
By Phone	1-800-690-6903	11:59 p.m. ET, May 14, 2025
Online Before the Meeting	www.proxyvote.com	11:59 p.m. ET, May 14, 2025
By Mail	Return your completed proxy card in the prepaid envelope	11:59 p.m. ET, May 14, 2025
Online During the Meeting	www.virtualshareholdermeeting.com/HG2025	Before the polls close during the Annual Meeting

Matters to Be Voted On


1			To elect 11 Class B Directors to serve until the 2026 Annual General Meeting of Shareholders or until their successors are duly elected and qualified
2			To approve, on a non-binding advisory basis, the compensation paid to our named executive officers
3			To appoint Ernst & Young Ltd. to act as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm
4			To transact any other business as may properly come before the meeting or any adjournment or postponement thereof

Proxies

The Hamilton Board of Directors (the "Board of Directors" or "Board") is soliciting proxies to be voted at the Annual Meeting on May 15, 2025, and at any postponed or reconvened meeting. Shareholders of record are being mailed, sent or given, on or about March 27, 2025, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the Proxy Materials on the Internet.

Accessing the 2025 Annual General Meeting

Your vote is important—we want to hear from you and all of our Shareholders.

We encourage you to read the accompanying proxy statement, which contains important information, including a description of the business that will be acted upon at the Annual General Meeting.

To participate in the Annual General Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or any other voting instruction form accompanying these materials.

We have adopted a virtual meeting format for the Annual General Meeting, which grants our Shareholders the ability to attend, vote and submit questions via the internet. As this format allows for Shareholder participation from any location, we believe this structure fosters a more meaningful interaction between management and our Shareholders.

Please refer to "Voting and Meeting Information" in the attached proxy statement for additional information on how to vote your shares and attend the meeting virtually.

By order of the Board of Directors,

Gemma Carreiro
General Counsel & Secretary
March 27, 2025


			Important Notice Regarding the Availability of Proxy Materials to be held virtually via the Internet on May 15, 2025. Our 2025 proxy statement as well as our 2024 Annual Report are available free of charge in the investors section of our website at www.hamiltongroup.com.

Table of Contents


Proxy Statement Summary			1
Annual General Meeting Information			1
Proposals			1
2024 Company Financial Performance			2
Corporate Governance Highlights			4
Board of Directors			5
Skills, Qualifications and Experience of Directors			6
Board Refreshment Process			7
PROPOSAL ONE: Election of Class B Directors			8
Recommendation			8
Vote Required			8
Class B Director Nominees			8
Class B Director Nominee Biographies			9
Shareholder Directors			15
Directors Not Continuing in Office			15
Corporate Governance			16
Corporate Governance Highlights			16
Director Independence			16
Board and Committee Evaluations			17
Certain Relationships and Related Party Transactions			17
Board Committees			20
Meetings of the Board and its Committees			22
Meetings of Non-Management Directors			22
Compensation and Personnel Committee Interlocks and Insider Participation			22
Board Leadership Structure			22
Consideration of Director Nominees			23
Board Oversight of Risk and Risk Management			23
Code of Conduct and Corporate Governance Framework			24
Shareholder Engagement			25
Corporate Citizenship & Sustainability			25
Our Approach to Sustainability			26
Human Capital Management			28
Security Ownership of Certain Beneficial Owners and Management			31
Executive Officers			34
PROPOSAL TWO: Non-Binding Advisory Vote on Fiscal 2024 Compensation Paid to our Named Executive Officers			37
Recommendation			38
Vote Required			38
Compensation Discussion and Analysis			40
Executive Compensation Philosophy			42
Elements of Executive Compensation			46
Compensation Program Components			46
Peer Benchmarking			59
2025 Compensation Benchmarking Peer Group			60
Compensation Recovery (“Clawback”) Policy			62
Insider Trading Policy			63
Equity Grant Timing			63


Stock Ownership Guidelines for Directors and Executive Officers			64
Accounting Considerations			64
U.S. Tax Considerations			65
Executive Compensation			66
Executive Compensation Tables			66
Employment and Other Agreements with Named Executive Officers			68
Long-Term Equity Compensation			69
Annual Incentive Plan			69
Additional Benefits			69
Pension Benefits			73
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans			73
Potential Payments Upon Termination or Change in Control			73
Equity Compensation Plan Information Table			76
Pay Versus Performance Table and Disclosures			77
CEO Pay Ratio			81
2024 Director Compensation			82
Audit Committee Report			84
Audit Committee			84
PROPOSAL THREE: Appointment of Independent Auditors			85
Recommendation			85
Vote Required			85
Principal Accountant Fees and Services			86
Audit and Non-Audit Fees			86
Shareholder Proposals for 2026 Annual General Meeting			87
Shareholder Proposals for Inclusion in 2026 Proxy Statement			87
Shareholder Proposals to be Introduced at the 2026 Annual General Meeting			87
Voting and Meeting Information			88
Meeting Information			88
Appendix 1 - Non-GAAP Financial Measures			94
Non-GAAP Financial Measures Reconciliation			94
Underwriting Income (Loss)			94
Other Underwriting Expenses			95
Appendix 2: Class A Proxy Card			96
Appendix 3: Class B Proxy Card			99

Cautionary Note Regarding Forward-Looking Statements

Certain matters we discuss in this proxy statement may constitute forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “target,” “should,” “could,” “would,” “seeks,” “intends,” “plans,” “contemplates,” “estimates,” or “anticipates,” or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements appear in a number of places throughout this proxy statement and relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information, corporate governance practices and strategies; risk management; Shareholder engagement; executive and director compensation programs; and equity compensation utilization. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

Factors that can cause results to differ materially include those described under “Special Note Regarding Forward-Looking Statements” in Hamilton's most recent Form 10-K filed with the SEC and available on our website. There may be other factors that could cause our actual results to differ materially from the forward-looking statements. You should evaluate all forward-looking statements made in this proxy statement in the context of these risks and uncertainties.

We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this proxy statement apply only as of the date of this proxy statement and are expressly qualified in their entirety by the cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

When used in this proxy statement, unless otherwise mentioned or unless the context indicates otherwise, the terms "we", "us", "our", the "Company" and "Hamilton" refer to Hamilton Insurance Group, Ltd. and its consolidated subsidiaries.

Proxy Statement Summary

Annual General Meeting Information

•Date and Time: May 15, 2025 at 9am ET

•Virtual Meeting: www.virtualshareholdermeeting.com/HG2025

•Record Date: March 17, 2025

Proposals

This proxy statement summary highlights information regarding Hamilton and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our Annual Report on Form 10-K ("Annual Report") for detailed information regarding our financial and operating performance for the year ended December 31, 2024, including the audited financial statements and related notes included in the report.

Proposal

Board Recommendation

Vote Required to Adopt Proposal

Page Ref.

Election of Class B directors

FOR

each Nominee

The affirmative vote of a plurality of the common shares voted by holders present in person or by proxy at the Annual General Meeting at which holders of the majority of the common shares are present and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this proposal

Non-binding advisory vote on fiscal year 2024 compensation paid to our named executive officers

FOR

The affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this proposal

Appointment of Ernst & Young, Hamilton, Bermuda, to act as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm

FOR

The affirmative vote of a majority of the votes cast by holders of common shares present in person or by proxy at the Annual General Meeting and entitled to vote thereon. Abstentions will have no effect on this proposal

We may also transact any other business that may properly come before the meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						1

2024 Company Financial Performance


	FINANCIAL PERFORMANCE
Net income (loss) attributable to common Shareholders of $400.4 million	Gross premiums written of $2,422.6 million	Underwriting income(1) of $149.4 million
Return on average equity ("ROE") of 18.3%	Net premiums earned of $1,734.7 million	Combined ratio of 91.3%

1.Underwriting income (loss) and other underwriting expenses are non-GAAP financial measures.

A reconciliation of non-GAAP financial measures is included in “Appendix 1.”

Corporate Citizenship

At Hamilton, we are proud to have dynamic and talented colleagues, who are focused on building a company that benefits of all our stakeholders. In this context, we are committed, both as underwriters and as global citizens, to applying our business strengths to make a meaningful impact on society. Hamilton strives to be a responsible (re)insurer in all aspects of its operations and business practices by considering and recognizing its impact on society and communities, the environment and climate change for current and future generations and for all its stakeholders. For more information on the Company’s corporate citizenship initiatives, see "Corporate Governance – Corporate Citizenship & Sustainability."

Human Capital Management

Executing our business imperatives and supporting our corporate tagline, “In good company.”, starts with our talented team and is supported by our inclusive, entrepreneurial, and collaborative culture. This in turn allows us to attract, engage and retain top talent, a process we actively manage via our ‘Magnet for Talent’ business imperative.

For additional information on our human capital management, please refer to "Corporate Governance - Human Capital Management."


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						2

Executive Compensation Highlights

Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. We believe that our executive compensation program is reasonable, competitive, and balances the goals of attracting, motivating, rewarding, and retaining our executive officers. We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals. We also endeavor to maintain sound governance standards consistent with our executive compensation policies and practices.


What We Do			What We Don't Do
Pay for Performance			No Perks
Independent Compensation Committee			No Excise Tax Gross-Ups
Independent Compensation Consultant			No Hedging or Pledging of Company Shares
Clawback			No Guaranteed Performance Bonuses
Share Ownership Guidelines			No Dividend Equivalents on Unvested Performance Awards
Caps on Annual Bonuses and Equity Grants
Double Trigger Change-in-Control Severance and Acceleration
Peer Data
Multi-year Vesting and Earn-out Requirements
Risk Mitigation

For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						3

Corporate Governance Highlights

Corporate governance is a key area of focus for our Board of Directors ("Board of Directors" or "Board"). Our current governance practices include the below, a number of which are discussed in further detail throughout this proxy statement:

•Regular and proactive Shareholder engagement

•Annual say-on-pay vote

•Our Board of Directors is composed of a majority of independent directors and the Audit, Compensation and Personnel, and Nominating and Corporate Governance Committees are composed of only independent directors

•None of our directors serve on the board of directors of more than four other publicly-held corporations

•There is no Shareholder rights plan ("poison pill")

•All Class B Shareholders have the right to vote on the election of the Class B Directors on an annual basis

•Independent Chairman

•Stock ownership guidelines for executive officers and directors

•Our Board of Directors and each committee holds quarterly executive sessions without management present as well as an annual self-evaluation process

•Our Board of Directors provides oversight of key risks that impact the Company's ability to achieve its strategy

•Robust clawback policy

•Our Board of Directors regularly reviews committee charters and key governance policies

•Our Board is engaged in an ongoing refreshment process to ensure coverage of the key skill-sets identified by the Board

General Information, Questions and Answers

Please see “Voting and Meeting Information” and “Shareholder Proposals for 2026 Annual General Meeting” for important information about the 2025 Annual Meeting, proxy materials, voting, and the deadlines to submit Shareholder proposals and director nominees for the 2026 annual general meeting and other important information.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						4

Board of Directors

We believe it is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our business, and as such, the size and composition of the Board will be determined from time to time by balancing the need for diverse perspectives and expertise, with the practicalities of efficient corporate governance.

In addition to the above, we entered into a Shareholders Agreement dated November 14, 2023 (the "Shareholders Agreement") with certain Shareholders who, together with their affiliates, owned at least 5% of our issued and outstanding common shares as at the date of the Shareholders Agreement. These Shareholders inter alia include: Sango Holdings (being Sango Hoken Holdings, LLC), Hopkins Holdings (being Hopkins Holdings, LLC) and the Magnitude Investor (collectively being, Magnitude Master Fund, a sub trust of the Magnitude Master Series Trust, Magnitude Institutional, Ltd., Magnitude Partners Master Fund, L.P., and Magnitude Insurance Master Fund, LLC), including any permitted transferee of any of the foregoing. The Shareholders Agreement provides that each such Shareholder has the right to appoint a director to the Board of Directors (each a "Shareholder Director"), subject to the maintenance of certain ownership thresholds. See "Certain Relationships and Related Party Transactions". The remaining directors are elected by the holders of our Class B common shares (“Class B Directors”) for an annual term expiring at each annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

Currently, the Shareholder Directors are H. Hawes Bostic, III and Bradley Cooper and the Class B Directors are David A. Brown, Giuseppina (Pina) Albo, William C. Freda, John J. Gauthier, Anu (Henna) Karna, Stephen W. Pacala, Neil Patterson, Marvin Pestcoe, Everard Barclay Simmons and Therese Vaughan. The former Hopkins Holdings director, Antonio Ursano, Jr., resigned from the Board of Directors effective June 1, 2024 following which Mr. Cooper was appointed as its Shareholder Director. Sango Holdings has retained its right to appoint one director pursuant to the terms of the Shareholders Agreement, but this seat currently remains unfilled.

In addition to the two (2) Shareholder Directors appointed in accordance with the Shareholders Agreement, the Board has nominated eleven (11) individuals to serve as Class B directors based upon the recommendation of the Nominating and Corporate Governance Committee. Nine of these individuals are incumbent directors and were elected by the Shareholders at our 2024 annual general meeting. The two other individuals, Karen Ann Green and David Priebe, who are being nominated for the first time, were recommended by the Nominating and Corporate Governance Committee as potential directors following a comprehensive search process. This process incorporated the valuable industry contacts of our executive officers, which played a crucial role in identifying these qualified candidates.

Our bye-laws provide that our Board of Directors may appoint such officers as it may determine. This provides the Board of Directors with the flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer should it determine that utilizing one or the other structure would be in the best interests of the Company. David A. Brown, a non-executive director, continues to serve as Chairperson of the Board.

Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						5

Skills, Qualifications and Experience of Directors

The Nominating and Corporate Governance Committee is responsible for, among other things, identifying, evaluating and recommending individuals qualified for positions on the Board and recommending to the Board the Class B director nominees for each annual meeting of Shareholders. Among other things, and consistent with criteria approved by the Board, the Committee assesses nominees' general understanding of various business disciplines and the Company's business, analytical ability, independence, diversity of experience, viewpoints and backgrounds and willingness to devote adequate time to Board duties.

The Nominating and Corporate Governance Committee expects the Board of Directors to foster, cultivate and preserve an inclusive culture. When considering a director nominee, the committee considers those individuals with an appropriate mix of skills, experience and attributes to oversee our organization in light of our businesses and strategy, regulatory environment and the mix of capabilities and experience already represented on the Board. The Board of Directors shall evaluate each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure the Company’s success and represent Shareholders’ interests through sound judgment.

As reflected in the chart below, we believe that the Class B director nominees offer a wide range of skills and experience:


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						6

Board Refreshment Process

The Board views continuous and experienced leadership as a valuable asset to the Company. There are no term limits imposed on director tenure. The Nominating and Corporate Governance Committee will, however, review each director’s continuation on the Board every year, subject to the provisions of the Company’s Shareholders Agreement and bye-laws regarding the rights of certain Shareholders to appoint directors.

Directors shall be required to retire from the Board when they reach the age of 75, except in special circumstances as determined by the Nominating and Corporate Governance Committee in light of the then-ascertainable facts and circumstances, including the needs of the Company and the skills and attributes of such director. The Nominating and Corporate Governance Committee shall periodically review the retirement policy to ensure it remains appropriate in light of the Company’s needs.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						7

PROPOSAL ONE:
Election of Class B Directors

Our business and affairs are managed under the direction of our Board of Directors. Our bye-laws provide that our Board of Directors consist of not less than eleven (11) directors or more than fifteen (15) directors as the Board of Directors may determine from time to time. The Board of Directors presently consists of twelve (12) directors, including ten (10) Class B directors and two (2) Shareholder Directors.

At the Annual General Meeting, eleven (11) Class B directors are to be elected, each to hold office until the next annual general meeting of Shareholders or until his or her successor is elected and qualified. They will join the two (2) Shareholder Directors who are appointed in accordance with the Shareholders Agreement and the Company's bye-laws. As such, after the Annual General Meeting, the Board of Directors will consist of thirteen (13) directors including eleven (11) Class B directors and two (2) Shareholder Directors.

Recommendation




			The Board of Directors recommends that Shareholders vote their shares "FOR" the election of each of the eleven (11) Class B directors nominated by our Board of Directors and named in this proxy statement as a director to serve until the next annual general meeting or until his or her successor is elected and qualified

Vote Required

To be approved, the election of Class B directors requires the affirmative vote from a plurality of the Class B common shares voted by holders present in person or by proxy at the Annual General Meeting at which holders of the majority of the Class B common shares are present, and entitled to vote thereon, subject to voting limitations as set out in the Company's bye-laws. Broker non-votes and abstentions will have no effect on this proposal.

Class B Director Nominees

The Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, David A. Brown, Giuseppina (Pina) Albo, John J. Gauthier, Karen Ann Green, Anu (Henna) Karna, Stephen W. Pacala, Neil Patterson, Marvin Pestcoe, David Priebe, Everard Barclay Simmons and Therese Vaughan as Class B director nominees for election as directors at the Annual General Meeting. If elected, each such nominee will serve as a director until the 2026 annual general meeting or until his or her successor is duly elected and qualified.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						8

Name

Age

Committees

Position

Since

David A. Brown

Compensation and Personnel and Underwriting and Risk

Independent Director

2013

Giuseppina (Pina) Albo

CEO and Director

2018

John J. Gauthier

Compensation and Personnel and Investment

Independent Director

2023

Karen Ann Green

Proposed to be on Audit, Underwriting and Risk and Compensation and Personnel

Independent Director

First-time Nominee

Anu (Henna) Karna

Audit, Nominating and Governance and Underwriting and Risk

Independent Director

2023

Stephen W. Pacala

Compensation and Personnel, Nominating and Governance and Underwriting and Risk

Independent Director

2013

Neil Patterson

Audit and Nominating and Governance

Independent Director

2024

Marvin Pestcoe

Audit, Underwriting and Risk and Investment

Independent Director

2020

David Priebe

Proposed to be on Audit and Underwriting and Risk

Independent Director

First-time Nominee

Everard Barclay Simmons

Audit and Investment

Independent Director

2023

Therese Vaughan

Nominating and Corporate Governance and Underwriting and Risk

Independent Director

2024

Class B Director Nominee Biographies


David A. Brown			Mr. Brown has served as a director of the Company since 2013 and currently serves as Chair of the Board of Directors. He also has served as non-executive Chair of Hamilton Re, Ltd. (Hamilton Re) since 2015. Mr. Brown previously served as the Chief Executive Officer at Flagstone Reinsurance Holdings Ltd. from September 2005 until its sale in November 2012. Mr. Brown was also the Chief Executive Officer of Centre Solutions from 1994 to 1997, and was a partner with Ernst & Young, Bermuda until 1993. In addition, Mr. Brown has experience serving on the boards of various organizations. Mr. Brown has served as Deputy Chair at the Bermuda Stock Exchange since 2020 (and previously held the role of Chair from 2000 to 2020), as Chair of the Board of Argus Insurance Group from February 2020 until December 2024, as a director of MIAX Pearl Exchange since April 2021 and as Chairman of Bermuda Commercial Bank since July 2021. Mr. Brown is also a member of the Institute of Chartered Accountants of Bermuda and a fellow of the Institute of Chartered Accountants in England and Wales. We believe Mr. Brown’s business and leadership experience in the reinsurance industry and his expertise in accounting qualifies him to serve on the Company’s Board of Directors.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						9


Giuseppina (Pina) Albo			Ms. Albo has served as Chief Executive Officer of the Company and a member of its Board of Directors since January 2018. Ms. Albo began her career as a lawyer in Toronto, Canada. After practicing in real estate, corporate finance and M&A, she accepted a position at Munich Re as a claims expert. During her 25-year career at Munich Re, Ms. Albo held increasingly senior positions which included Head of Casualty Unit, North America/UK and International D&O/EPL; Head of Casualty Operations at Munich Reinsurance Company of Canada and Temple Insurance Company; Executive Head of Department UK and Ireland; President, National Clients Division, Munich Re America; and President, Reinsurance Division, Munich Re America. Ms. Albo’s last position at Munich Re was Member of the Board of Executive Management where her responsibilities included P&C business and operations in Europe and Latin America. Ms. Albo currently sits on the Board of Directors of the Reinsurance Group of America, the Association of Bermuda Insurers and Reinsurers (Chair 2022-2024), and is an Advisor to Overalls. She has also served as an ambassador for the Insurance Supper Club, an international organisation that aims to improve networking opportunities for women across the finance and insurance industries. Ms. Albo has been a member of many industry boards including the Board of the Insurance Information Institute, the Board of the Reinsurance Association of America, and the National Board of the Insurance Industry Charitable Foundation. She has been recognized for her contributions to the insurance industry and has received numerous awards including the Association of Professional Insurance Women’s “Woman of the Year” (2011). She was designated a “Top Influencer” in Insurance Business America’s List of “Hot 100” (2014) and placed on Intelligent Insurer’s list of ‘Top 100 Women in Re/insurance” (2014 and 2015). Ms. Albo holds a Maîtrise en Droit, International and European Community Law, from L’Université d’Aix-Marseille III, Aix-en-Provence, France; a Juris Doctor from Osgoode Hall Law School, York University, Toronto, Canada; and a Bachelor of Arts degree in Languages from the University of Winnipeg, Winnipeg, Manitoba, Canada. We believe Ms. Albo’s extensive experience in the insurance industry and in leadership positions qualifies her to serve on the Company’s Board of Directors.


John J. Gauthier			Mr. Gauthier has served as a director of the Company since October 2023. He served as President of Allied World Financial Services Company, Inc. from 2012 until his retirement in 2018 and as Chief Investment Officer of Allied World Assurance Company Holdings, AG. from 2008 to 2018. Before joining Allied World, Mr. Gauthier was a Managing Director with Goldman Sachs Asset Management and held positions of increasing responsibility with Conning Asset Management culminating in a position as Director of Investment Strategy for Conning’s property-casualty insurer clients. Prior to joining Conning Asset Management, Mr. Gauthier held positions at General Reinsurance/New England Asset Management and The Travelers. Mr. Gauthier holds a Bachelor of Science degree in Computer Information Systems from Quinnipiac College and a Master of Business Administration, Finance from The Wharton School of the University of Pennsylvania. He is a Principal at JJG Advisory, LLC, a consulting business, and at Talcott Capital Partners, LLC, an investor advisory business. Mr. Gauthier is a member of the boards of directors of Reinsurance Group of America, Incorporated, The Hartford Funds, and Middlesex (CT) Health Systems. Mr. Gauthier served on the Board of Directors of Crescent Acquisition Corporation from 2018-2021. We believe Mr. Gauthier’s extensive financial and business experience in leadership positions qualifies him to serve on the Company’s Board of Directors.


Hamilton Insurance Group, Ltd.			2025 Proxy Statement						10


Karen Ann Green			Ms. Green is being nominated for the first time as a potential director of the Company. She is the Senior Independent Director of Phoenix Group Holdings PLC, and a Non-Executive Director of Admiral Insurance Group PLC, and Great Portland Estates PLC, (where she is also the SID designate effective April 4, 2025). She is also a Non-Executive Director of the Miller broking business (Miller Insurance Services LLP and Ben Nevis CleanCo Ltd) and of Tucano Holdings Jersey Ltd (the TMF Group. She was previously a Council Member of Lloyd’s of London and a Non-Executive Director of Asta Managing Agency Ltd and Aspen Managing Agency Ltd. During her executive career, Ms Green held various senior executive positions at Aspen Insurance Holdings including Chief Executive of Aspen UK, (comprising the UK insurance and reinsurance companies) and Group Head of Strategy and Corporate Development. Prior to this she worked as a principal with the global private equity firm MMC Capital Inc (now Stone Point Capital) having previously worked in business development GE Capital in London. She started her career as an investment banker with Baring Brothers and then Schroders. She is a Trustee of Wellbeing of Women, and an Advisor to Cytora Ltd. She was previously Vice President of the Insurance Institute of London. We believe that Ms. Green's extensive financial services experience as well as in leadership positions qualifies her to serve on the Company's Board of Directors.


Anu (Henna) Karna			Ms. Karna has served as a director of the Company since October 2023. She has more than 25 years of experience leading innovation across digital/data in high-tech, CPG, risk management, and insurance industries. Dr. Karna has led businesses and advised Fortune 50 companies on digital innovation and disruption and has designed and developed patent-pending technology and applications in the field of genetic algorithms, behavioral analytics, deep neural nets and digital-data technologies. Most recently, Dr. Karna served as the General Manager, Managing Director, Global Insurance & Risk Management Solutions at Google from November 2020 to March 2023. Prior to Google, she served as Executive Vice President and Global Chief Data Officer at AXA XL from 2017 to 2020, as President of Verisk Digital Services, as Vice President, Digital Customer Strategy for Verisk Analytics and as Managing Director & Global Actuarial Chief Information Officer for AIG. Earlier in her career, Dr. Karna held positions at Affinnova, John Hancock Insurance and held cryptology-related roles for the government. Dr. Karna holds a Bachelor of Science from Worcester Polytechnic Institute, a Masters and Doctorate from the University of Massachusetts, Lowell and a Master of Business Administration from the Massachusetts Institute of Technology. She is a member of the board of directors of Essent Group Ltd. We believe Dr. Karna’s extensive experience in the insurance and tech industries as well as in leadership positions qualifies her to serve on the Company’s Board of Directors.


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Stephen W. Pacala			Mr. Pacala has served as a director of the Company since 2013. He has also served as a Professor and Director at Princeton University since 1992. From 1982 to 1992 he served as an associate professor at the University of Connecticut. Mr. Pacala was also a member of President Biden’s Council of Advisors on Science and Technology, the American Academy of Arts and Sciences, and the National Academy of Sciences. Mr. Pacala is a previous recipient of the MacArthur Award, Mercer Award and the David Starr Jordan Prize. Mr. Pacala holds a Bachelor of Arts degree from Dartmouth College and a Ph.D. in biology from Stanford University. We believe Mr. Pacala’s extensive experience in climate-related matters and in leadership positions qualifies him to serve on the Company’s Board of Directors.


Neil Patterson			Mr. Patterson has served as a director of the Company and as chair of our audit committee since March 2024. Mr. Patterson is a recently retired Chairman of the KPMG group of entities in Bermuda. He spent the majority of his career with KPMG, having joined the firm in 1989. He was a client facing lead audit partner from 1997 until his retirement on December 31, 2020; providing audit and advisory services to financial services clients in Bermuda. He was the Risk Management Partner for KPMG in Bermuda for over twenty years and was the Risk Management Partner for KPMG’s sub regional firm (The KPMG Islands Group) for fifteen years. Mr. Patterson became the Bermuda firm’s Office Managing Partner in 2008 and served for nine years, he then took on the role of Chairman until his retirement. From 2012 until 2015, Mr. Patterson served as the Managing Partner of KPMG’s regional firm; The KPMG Islands Group (KIG). In this capacity, he was also a member of KPMG’s Board of Directors for its European, Middle East and Africa (EMA) firm. From 2016 to 2020 Mr. Patterson served as a member of KPMG’s Global Insurance Advisory Group, a sub-committee of KPMG’s global board. The Group advises the KPMG global board on insurance matters affecting KPMG member firms around the world. Mr. Patterson is very active in the Bermuda community. In 2019 he co-founded Ignite Bermuda, the island’s first privately funded business incubator and accelerator. Ignite’s purpose is to help Bermudian entrepreneurs succeed in business, diversify economic ownership and create jobs through education, mentoring and support. To date over 500 Bermudian entrepreneurs and small businesses have benefited from the programme. In 2021 he co-founded Bermuda Investor Community Limited. BICL is designed to enhance the flow of capital from angel investors into the entrepreneurial community in Bermuda. It provides coaching and advisory services to entrepreneurs seeking capital and promotes an electronic platform where investors and entrepreneurs can enter into transactions. We believe Mr. Patterson's extensive financial and audit experience qualifies him to serve on the Company’s Board of Directors.


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Marvin Pestcoe			Mr. Pestcoe has served as a director of the Company since 2020 and Chair of our Underwriting & Risk Committee since May 2023. He also currently serves as non-executive Chair of Hamilton Select Insurance LLC. Mr. Pestcoe served as Executive Chair and Chief Executive Officer of Langhorne Re from January 2019 to April 2021 and continued as a director of Langhorne Re until March 2023. He is also currently a director at Catalina Insurance and a director and a director of Aisix Solutions (formerly Minerva Intelligence). Mr. Pestcoe previously held senior positions in PartnerRe (2001 to 2017) and Swiss Re New Markets (1997 to 2001), and has over 40 years of experience in insurance, reinsurance and investments including a range of executive roles and leadership positions that focused on profit center management, investments, corporate strategy, data analytics and risk management. Mr. Pestcoe is also a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries. We believe Mr. Pestcoe’s expertise in insurance, reinsurance and investing and business leadership experience qualifies him to serve on the Company’s Board of Directors.


David Priebe			Mr. Priebe is being nominated for the first time as a potential director of the Company. Mr. Priebe is a seasoned leader in the reinsurance industry with expertise in capital markets and investment banking and a career that spanned over four decades at Guy Carpenter and Company (‘GC’). Mr. Priebe recently retired from GC in January 2025. Mr. Priebe held the role of Chairman, with an emphasis on advancing GC’s engagement with clients and markets to identify opportunities and deliver solutions that help them drive profitable growth. Mr. Priebe was responsible for GC Securities, GC’s investment banking and capital markets group and GC Capital Solutions Group, which focused on delivering solutions that assist companies achieve their growth, capital and profitability objectives. Prior to becoming Chairman, Mr. Priebe was also Vice Chairman and previously held various senior leadership roles at GC, including as Executive Vice President, CEO and President of the UK and Continental Europe operations, Managing Director – Global Leaders of the Center of Excellence Practice Group, Managing Director – Global Leader of the Property Specialty Group and Managing Director – Client Account Executive. Mr. Priebe holds a Bachelor of Arts degree in Economics from St. Lawrence University as well as AICPCU/Wharton Advanced Executive Education. We believe Mr. Priebe’s extensive insurance industry experience qualifies him to serve on the Company’s Board of Directors.


Everard Barclay Simmons			Mr. Simmons has served as a director of the Company since August 2023. Mr. Simmons is Chair and CEO at advisory firm Rose Investment Limited and Chair of the Bermuda Public Funds Investment Committee with responsibility for advising on the investment of Bermuda’s pension funds. He was formerly an investment banker with Goldman Sachs in New York and returned to Bermuda in 2006 as Managing Partner of a Bermuda law firm where he worked until 2019. Mr. Simmons is a graduate of the University of Kent at Canterbury, where he graduated with a law degree, the Inns of Court School of Law where he qualified as a barrister, and Harvard Business School where he graduated with a Master in Business Administration. He is a member of the boards of Petershill Partners plc and Argus Group Holdings Limited and is a former Chair of Butterfield Bank. We believe Mr. Simmons’ extensive financial and business experience in leadership positions qualifies him to serve on the Company’s Board of Directors.


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Therese Vaughan			Ms. Vaughan has served as a director of the Company since March 2024. Ms. Vaughan is a seasoned educator, corporate director, and internationally recognized expert in insurance regulation. She was the CEO of the National Association of Insurance Commissioners and served over 10 years as Iowa Insurance Commissioner—the state’s longest-serving and first female insurance commissioner. Ms. Vaughan represented the US insurance regulatory system internationally, as a member of the Executive Committee of the International Association of Insurance Supervisors and of the steering committing for the US/EU Insurance Dialogue Project. She chaired the Joint Forum, a Basel, Switzerland-based group of banking, insurance, and securities supervisors. Ms. Vaughan recently served as a director of AIG, and is on the Board of Verisk Analytics, Wellmark Blue Cross and Blue Shield, WestBank, and the Food Bank of Iowa. We believe Ms. Vaughan’s extensive experience in insurance regulatory oversight and in leadership positions qualifies her to serve on the Company’s Board of Directors.



			The Board of Directors recommends a vote "FOR" the election of the Class B Director nominees


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Shareholder Directors

Set forth below, and not for nomination or election at the Annual General Meeting, are the biographies of the two current Shareholder Directors:


H. Hawes Bostic, III			Mr. Bostic has served as a director of the Company since 2022 and chair of our investment committee as of May 2023. He is also Chief Investment Officer and a Partner at Magnitude Capital, where he has been a member of the investment team since 2005. Previously, Mr. Bostic traded equity derivatives and convertible bonds for KBC Financial Products from 1999 to 2002 and worked as a trader at the D.E. Shaw group from 1998 to 1999. Mr. Bostic began his career in business consulting in 1995. In addition, since 2018, Mr. Bostic has served on the board of The In Kind Project, a non-profit that provides community programming in the arts for children of all backgrounds. He graduated with a Bachelor of Arts in English Literature from the University of Virginia and is a CFA Charterholder. We believe Mr. Bostic’s investing expertise and business leadership experience qualifies him to serve on the Company’s Board of Directors. Mr. Bostic was appointed as a director of the Company pursuant to the Magnitude Investor’s right under the Shareholders Agreement to appoint a director to the Board of Directors.


Bradley Cooper			Mr. Cooper has served as a director of the Company since 2024. Mr. Cooper is a Managing Partner of Capital Z Partners, a private equity fund focused on investing in the financial services sector. Prior to founding Capital Z in 1990, Mr. Cooper was an investment banker in the Financial Institutions Group of Salomon Brothers (now Citigroup). He has extensive Board experience with both publicly traded and privately held companies, having served on, and chaired many committees. Mr Cooper has also been on the Board of non-profit Make-A-Wish Foundation of Metro New York for 16 years, the final three as Chair. We believe that Mr. Cooper’s extensive experience in the financial services sector and business leadership experience qualifies him to serve on the Company’s Board of Directors. Mr. Cooper was appointed as a director of the Company pursuant to Hopkins Holdings, LLC’s right under the Shareholders Agreement to appoint a director to the Board of Directors. See “Certain Relationships and Related Party Transactions—IAP Engagement Letter.”

Directors Not Continuing in Office

The current term for William C. Freda, a current director, will expire immediately following the Annual General Meeting. Mr. Freda served on the Company's Board of Directors from June 2014 until May 2025, including previously as Chair from August 2017 until May 2023. The Company gratefully acknowledges and thanks Mr. Freda for his years of service and dedication to our Board of Directors.


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Corporate Governance

Corporate Governance Highlights

Corporate governance is a key factor in our ability to deliver Shareholder value. Highlights of our corporate governance standards include:

•Majority independent Board of Directors

•No "over-boarding" - our directors may not serve on the board of directors of more than four other publicly held companies

•Independent Committees - each of our Audit, Compensation and Personnel and Nominating and Corporate Governance Committees are entirely comprised of independent directors

•Robust corporate governance framework - the Company is committed to conducting its business with the highest level of ethical conduct and the Board of Directors has adopted a Corporate Governance Framework, a Code of Conduct and Ethics and, when combined with the Charters of the standing Board Committees, provides for a robust framework. Copies of these documents are available on our Company website

•Active Board refreshment process

•Access to structured Board continuing education modules to remain up to date with current 'hot topics' impacting our industry

Director Independence

The Board of Directors affirmatively determines on an annual basis whether each director qualifies as an independent director pursuant to the New York Stock Exchange ("NYSE") listing standards and each independent director is expected to promptly disclose to the Board any existing or proposed relationships or transactions that could impact his or her independence. Members of the Audit Committee and the Compensation and Personnel Committee must meet the additional independence requirements set forth under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the applicable provisions of the NYSE Listed Company Manual. The Nominating and Corporate Governance Committee undertakes an annual review of the independence of all non-employee directors and makes recommendations to the Board of Directors.

Our Board currently consists of twelve (12) directors, ten (10) of whom are independent. Our Board of Directors recently undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. The Board has made these determinations primarily on the basis of a review of each director's responses to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors. The Board also considers the recommendations of the Nominating and Corporate Governance Committee, which thoughtfully assess independence, as well as seeks the advice of outside counsel experienced with these matters. Our Board of Directors has affirmatively determined that David A. Brown, H. Hawes Bostic, III, William C. Freda, John J.


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Gauthier, Karen Ann Green, Anu (Henna) Karna, Stephen W. Pacala, Neil Patterson, Marvin Pestcoe, David Priebe, Everard Barclay Simmons and Therese Vaughan are each an “independent director,” as defined under the Exchange Act and the rules of the NYSE. Our Board has further determined that Giuseppina (Pina) Albo is not independent as she serves as our Chief Executive Officer and Bradley Cooper is not independent given his role as the Hopkins Holdings Director and his relationship with Hopkins Holdings. In making these determinations, our Board of Directors considered the current and prior relationships that each director has or had with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” Accordingly, in accordance with the listing standards of the NYSE, a majority of our directors are independent.

Board and Committee Evaluations

We firmly believe that a robust Board and Committee evaluation process is essential to good corporate governance. Our Corporate Governance Framework provides that the Board will conduct a self-evaluation to determine the effectiveness of the Board and its committees annually. The purpose of this review is not to single out the performance of particular directors, but to improve the performance of the Board of Directors as a whole. The Board and the Nominating and Corporate Governance Committee review, evaluate and, as necessary or advisable, revise the framework for effectiveness and compliance with legal requirements and compliance with the NYSE. This framework is subject to modification by the Board upon recommendation by the Nominating and Corporate Governance Committee.

Certain Relationships and Related Party Transactions

The following is a summary of certain relationships and related party transactions.

Shareholder Agreement

The Company is party to the Shareholders Agreement with certain Shareholders who, together with their respective affiliates, owned at least five percent (5%) of our issued and outstanding common shares at the time of execution providing for certain rights. At this time, those remaining Shareholders include Sango Holdings, Hopkins Holdings and the Magnitude Investor. The Shareholders Agreement provides each such Shareholder with certain rights, including information rights and the right to appoint a director to the Board of Directors and also obligates the Company to obtain and maintain directors’ and officers’ liability insurance and fiduciary liability insurance.

Registration Rights Agreement

We have entered into the registration rights agreement, dated December 23, 2013, with certain of our existing Shareholders pursuant to which we have provided such Shareholders with certain demand and piggy-back registration rights with respect to our common shares.


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Commitment Agreement and Investment Management Agreement

The Company and Hamilton Re, Ltd., a subsidiary of the Company ("Hamilton Re"), are party to a Commitment Agreement (the "Commitment Agreement") and the Two Sigma Hamilton Fund investment management agreement (the "Two Sigma Hamilton Fund IMA") with Two Sigma and Two Sigma Principals, LLC (the managing member of the Two Sigma Hamilton Fund (the "Managing Member")). Under the Commitment Agreement, Hamilton Re is required to maintain an investment in the Two Sigma Hamilton Fund, LLC ("Two Sigma Hamilton Fund") in an amount up to the lesser of (i) $1.8 billion or (ii) 60% of Hamilton’s net tangible assets for a rolling three-year period commencing on July 1, 2023. The Commitment Agreement renews annually for a new three-year period unless a non-renewal notice is provided by either party in accordance with the Commitment Agreement. Effective July 1, 2023, a revised investment management agreement with Two Sigma requires Two Sigma Hamilton Fund to incur a management fee of 2.5% of the non-managing members' equity in the net asset value of the Two Sigma Hamilton Fund per annum (previously 3%). The management fee for the years ended December 31, 2024, 2023 and 2022 was $46.9 million, $45.2 million and $53.1 million, respectively.

The Two Sigma Hamilton Fund Limited Liability Company Agreement

Under the terms of the revised limited liability company agreement of the Two Sigma Hamilton Fund between Hamilton Re and the Managing Member, the Managing Member remains entitled to an incentive allocation equal to 30% of Two Sigma Hamilton Fund’s net profits, subject to high watermark provisions, and adjusted for withdrawals and any incentive allocation to the Managing Member. In the event there is a net loss during a quarter and a net profit during any subsequent quarter, the Managing Member is entitled to a modified incentive allocation whereby the regular incentive allocation will be reduced by 50% until subsequent cumulative net profits are credited in an amount equal to 200% of the previously allocated net losses. The Managing Member is also entitled to receive a revised additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25% of the Excess Profits (previously 20%). "Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10% for such fiscal year (previously 15%), net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses. To the extent Hamilton Re contributes capital other than at the beginning of a fiscal year or withdraws capital other than at the end of a fiscal year, the additional incentive allocation hurdle with respect to such capital is prorated. The aggregate incentive allocation (inclusive of the additional incentive allocation) for the years ended December 31, 2024, 2023 and 2022 was $212.7 million, $21.5 million and $68.0 million, respectively.

Share Conversion

On September 13, 2024, Hopkins Holdings converted 900,000 Class A common shares and Sango Holdings converted 800,000 Class A common shares into an equal number of Class C common shares.

Share Repurchase

On May 10, 2024, we repurchased from funds affiliated with Blackstone Alternative Solutions LLC 9,124,729 Class A common shares for approximately $109.5 million.


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Indemnification Agreements

Our bye-laws provide that we will indemnify our directors and officers in respect of their actions and omissions, except in respect of their fraud or dishonesty. Pursuant to our bye-laws, our Shareholders have agreed to waive any claim or right of action that such Shareholders may have, whether individually or by or in right of the Company, against our directors or officers for any act or failure to act in the performance of such director’s or officer’s duties with or for the Company, except in respect of any fraud or dishonesty of such director or officer. Our bye-laws also permit us to purchase and maintain insurance for the benefit of any director or officer in respect of any loss or liability attaching to such director or officer in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such director or officer. The Company maintains a directors’ and officers’ liability policy for such a purpose.

The indemnification agreements and our bye-laws require us to indemnify these individuals to the fullest extent permitted by applicable law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. There is currently no pending material litigation or proceeding involving any of our directors.

Policies and Procedures for Related-Party Transactions

We have adopted a related person transactions policy and implemented procedures for reviewing transactions with “related parties,” which we define to include our executive officers, directors and nominees for director, any immediate family member or affiliated entity of any of our executive officers, directors or nominees for director and any person (and his or her immediate family members and affiliated entities) or entity (including affiliates) that is a beneficial owner of 5% or more of any class of our outstanding voting securities. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"), any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a

SEC Form DEF 14A filed by Hamilton Insurance Group Ltd.