DEF 14A of Kestrel Group Ltd
Filed Apr 24, 2026 · FY20250001628280-26-027033
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of seven directors; these seven directors will be elected at the Annual General Meeting, each to serve until the 2027 Annual General Meeting of Shareholders and until the election or appointment and qualification of his successor, or until his earlier death, resignation or removal. Upon unanimous recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated as directors: Mr. Luke Ledbetter, Chief Executive Officer of Kestrel, and Mr. Terry Ledbetter, Executive Chairman of Kestrel, and Messrs. Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann for election at the Annual General Meeting. Proxies for holders of Common Shares cannot be voted for more than seven director nominees.
Information about the Director Nominees
Information about the Director Nominees On May 27, 2025, Kestrel Group LLC (“Kestrel LLC”) and Maiden Holdings, Ltd. (“Maiden”) completed their previously announced combination agreement (the "Combination"), forming a new, publicly listed specialty program company operating under the name Kestrel Group Ltd. In accordance with the terms of the Combination, each of the following was designated and appointed to the Board on May 27, 2025: Bradford Luke Ledbetter, Terry Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann. Pursuant to the Registration and Investor Rights Agreement by and between the Company and Kestrel Intermediate Ledbetter Holdings, LLC (“KILH”), dated May 27, 2025 and the Company’s bye-laws, KILH has the right to nominate (i) two non-independent directors to the Board for so long as it and its affiliates own at least 25% of the shares of the Company issued to them at the closing of the Combination, and (ii) two independent directors to the Board for so long as it and its affiliates own at least 5% of the shares of the Company and at least 25% of the shares of the Company issued to them at the closing of the Combination. The two KILH non-independent director nominees are Messrs. Terry Ledbetter and Luke Ledbetter and the two KILH independent director nominees are Messrs. Cohen and Hotchkiss. Pursuant to the Registration and Investor Rights Agreement by and between the Company and AmTrust, dated May 27, 2025, and the Company’s bye-laws, AmTrust has the right to nominate (i) one non-independent director to the Board for so long as it and its affiliates own at least 25% of the shares of the Company issued to them at the closing of the Combination, and (ii) two independent directors to the board for so long as it and its affiliates own at least 5% of the shares of the Company and at least 25% of the shares of the Company issued to them at the closing of the Combination. The AmTrust non-independent director nominee is Joseph Brecher and the two AmTrust independent director nominees are Messrs. Nigro and Weissmann. For more information regarding the nomination process, see Corporate Governance, Nominating and Governance Committee below. Each of the seven director nominees is standing for re-election to the Board of Directors. Unless you otherwise indicate, proxies that we receive will be voted in favor of the election of the director nominees. The Board of Directors does not contemplate that any of the nominees will be unable to stand for election, but if any nominee becomes unable to serve or for good cause will not serve, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee in accordance with the nomination rights outlined above. Biographical Information for each of the Company’s directors is set forth below: Terry Ledbetter, age 73, has served as Executive Chairman and a Director of the Company since May 27, 2025. He also has served as Executive Chairman of Kestrel LLC since its founding in August 2022. Mr. Ledbetter co-founded State National Companies in 1973 and served as Chairman, President and Chief Executive Officer until his retirement at the end of 2019. Mr. Ledbetter pioneered the dedicated fronting business model in the property and casualty industry and guided State National through its IPO in 2014 and sale to Markel Corporation in 2017. Mr. Ledbetter has deep relationships with some of the most respected carriers, reinsurers, MGAs, wholesale brokers, regulators, ratings agencies and capital providers in the world. He received his B.B.A. from Southern Methodist University. Mr. Ledbetter was selected to serve on the Board because of his experience in the property and casualty insurance industry; his knowledge of the legal and regulatory matters affecting company operations; and his long-time executive experience with Kestrel LLC. Bradford Luke Ledbetter, age 45, has served as Chief Executive Officer and a Director of the Company since May 27, 2025. He has also served as President and Chief Executive Officer and a director of Kestrel LLC since its founding in August 2022. Mr. Ledbetter previously served as Chief Underwriting Officer and Head of Business Development with State National Companies from June 2011 through June 2018 and continued to provide consulting services to State National until January 2022. During Mr. Ledbetter’s engagement with State National, gross written premium grew to more than $2.5 billion annually. He has deep relationships across the entire property and casualty value chain. Prior to joining State National Companies, Mr. Ledbetter practiced law with Baker Botts L.L.P. Mr. Ledbetter holds law degrees from Cambridge University and the University of Texas School of Law in addition to a B.A. from University of Texas at Austin. Luke Ledbetter is Terry Ledbetter’s son. Mr. Ledbetter was selected to serve on the Board because of his service at Kestrel LLC as well as his experience in the property and casualty industry making him a valuable asset to management and the Board. Joseph Brecher, age 37, has served as a Director of the Company since May 27, 2025. He previously served as a director of Kestrel LLC from its founding in August 2022 until May 27, 2025. Mr. Brecher currently serves as Executive Vice President of ANV Group, a global MGA platform, a position he has held since December 2025. Prior to his role at ANV, Mr. Brecher worked at AmTrust from June 2015 until December 2025 where he was most recently Head of Alternative Investments, responsible for managing a diverse investment portfolio. Mr. Brecher has previously held other senior positions at AmTrust, including co-head of Strategic Development and M&A and Assistant Vice President of Financial Planning and Analysis. Mr. Brecher holds an M.B.A. in Finance and Accounting from NYU Stern School of Business. As a result of these professional and other experiences, Mr. Brecher was selected to serve on the Board because he possesses particular knowledge and experience in a variety of areas including corporate finance, investment management and financial planning that strengthens the Company's collective knowledge, capabilities and experience. Erik Cohen, age 47, has served as a Director of the Company since May 27, 2025, and he currently serves as Chair of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. He has over 20 years of investment advisory experience. Mr. Cohen is the Co-Founder of Outrunner Capital, an Austin, Texas based investment firm, offering a multi-family office that provides investment management, strategic advice and family office services to a select group of families. He is a General Partner of Outrunner Capital’s private equity business, and he serves on the Limited Partner Advisory Committee for Cordillera Investment Partners Fund III. Prior to co-founding Outrunner, Mr. Cohen served as Partner and Portfolio Manager at Brown Advisory from July 2016 until May 2024, where he opened the Austin office. He also served as Partner and Portfolio Manager at Oxbow Advisors and as Vice President of Investment Management at NYC based investment firm, BBR Partners. Mr. Cohen earned his M.B.A. from The Zicklin School of Business and his B.B.A. from The George Washington University. He has also been involved in several philanthropic causes over the years including Dell Children’s Trust, as a board member of ADL Austin, and as a cabinet member and Investment Committee member of the Jewish Foundation of Austin and Central Texas. Mr. Cohen was selected to serve on the Board because of his extensive experience in corporate governance and investment management.
Information about the Director Nominees
Michael Hotchkiss, age 51, has served as a Director of the Company since May 27, 2025, and he currently serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. He currently serves as Chief Executive Officer of Hotchkiss Insurance, a retail insurance brokerage with five offices across Texas. He has served as Chief Executive Officer since January 2015, leading the firm while also serving select clients, giving him direct insight into the insurance marketplace and specific client needs. Hotchkiss Insurance is an organic growth firm and was recently recognized in the Business Insurance Top 100 US insurance brokers in 2024 and also just received the 2024 MAX Performer Regional Winner — Southwest from MarshBerry. This achievement is awarded to the member firm with the highest financial and operational metrics within the MarshBerry firm group. Prior to joining Hotchkiss Insurance in 1999, Mr. Hotchkiss earned his B.B.A. in accounting at Texas A&M University and joined PricewaterhouseCoopers in the financial service audit assurance practice, with a focus auditing insurance and banking clients. Mr. Hotchkiss holds several professional designations including Certified Public Accountant (CPA), Certified Insurance Counselor (CIC), and Certified Risk Manager (CRM) designations. He is currently a board member of Columbia Insurance Group, a mutual insurance company based in Columbia, Missouri and operating across the south and mid-western U.S., serving on the Audit and Compensation committees. Past board experience includes the Independent Insurance Agents of Texas, Independent Insurance Agents of Houston and school board service at Covenant Academy. Mr. Hotchkiss was selected to serve on the Board because of his financial background, insurance executive leadership and board member experience. Steven Nigro, age 66, has served as a Director of the Company since May 27, 2025, and he currently serves as Chair of the Audit Committee and as a member of the Compensation Committee. He previously served as a member of Maiden’s board from July 2007 through May 2025, Lead Independent Director from November 2016 through May 2025, Vice Chairman from August 2018 through May 2025, and served as Chair of Maiden’s Audit Committee and as a member of Maiden’s Compensation Committee. Mr. Nigro has over 35 years of experience in financial services and specializes in mergers and acquisitions and capital raising for the insurance industry. In September 2012, Mr. Nigro became the Managing Partner of TAG Financial Institutions Group, LLC, an investment and merchant bank focusing on the financial services industry with specific concentration in the insurance industry. Since October 2020, Mr. Nigro has served on the board of directors of PrimeOne Insurance Company, a specialty commercial lines carrier. From 2011 to 2012, he was the Managing Director and Head of the Financial Services practice at Allegiance Capital Corporation. In 2005, Mr. Nigro co-founded Pfife Hudson Group, an investment bank specializing in the insurance industry and previously served as a Managing Director at Rhodes Financial Group, LLC and Hales & Company, both financial advisory firms catering exclusively to the insurance industry. From 1994 to 1998, he was Chief Financial Officer and Treasurer and a Director of Tower Group, Inc., an insurance holding company where he was responsible for financial and regulatory management, strategic planning and corporate finance. Mr. Nigro served as a director of Clear Blue Financial Holdings, LLC from October 2015 through September 2016. Mr. Nigro began his career with Arthur Young and Co. and is a Certified Public Accountant in New York. Mr. Nigro graduated from the University at Albany with a major in Accounting and minor in Economics. In July 2022, Mr. Nigro was awarded The Corporate Director Certificate from Harvard Business School, having completed qualifying programs in the areas of board leadership, oversight of financial reporting and internal control, and executive compensation. Mr. Nigro was selected to serve on the Board because of his years of experience in the insurance industry and as a director on company boards. Jeffrey Weissmann, age 48, has served as a Director of the Company since May 27, 2025 and he currently serves as a member of the Nominating and Corporate Governance Committee. He is a corporate attorney in private practice. Mr. Weissmann served as general counsel and secretary of National General Holdings Corp., a personal lines insurer from 2011 until its acquisition by Allstate in 2021. He also served as an officer and director of many of National General’s insurance subsidiaries. Prior to joining National General, from 2003 to 2011, Mr. Weissmann practiced law at Cadwalader, Wickersham & Taft, LLP in the securities, mergers and acquisitions and corporate governance areas. Mr. Weissmann holds a J.D. from New York University School of Law in addition to a B.A. in Economics from Queens College, City University of New York. Mr. Weissmann was selected to serve on the Board because he possesses particular knowledge and experience in a variety of areas including corporate governance and strategic planning that strengthens the Board’s collective knowledge, capabilities, and experience. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES ABOVE.
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee’s responsibilities with respect to assisting our Board of Directors include, among other responsibilities: ◦establishing the criteria for membership on our Board of Directors and certain subsidiaries; ◦reviewing periodically the structure, size and composition of our Board of Directors (and committees thereof) and making recommendations to the Board as to any necessary adjustments (subject to the director nominating rights provided to KILH or AmTrust, as applicable, pursuant to the Company’s bye-laws); ◦identifying individuals qualified to become directors for recommendation to our Board of Directors; ◦identifying and recommending for appointment to our Board of Directors (and committees thereof), directors qualified to fill vacancies on any committee of our Board of Directors (subject to the director nominating rights provided to KILH or AmTrust, as applicable, pursuant to the Company’s bye-laws with respect to the nomination of director nominees); ◦having sole authority to select, retain and terminate any consultant or search firm to identify director candidates and having sole authority to approve the consultant or search firm’s fees and other retention terms; ◦considering matters of corporate governance, developing and recommending to the Board a set of corporate governance principles and our Code of Business Conduct and Ethics, as well as recommending to the Board any modifications thereto, including environmental, social and governance (ESG) matters; ◦considering questions of actual or possible conflicts of interest, including related party transactions, of members of our Board of Directors and of senior executives of our Company; ◦to the extent deemed necessary or appropriate, developing and recommending to the Board an executive or management succession plan, as well as recommending to the Board any modifications thereto; ◦developing and recommending to our Board of Directors for its approval an annual Board and committee self-evaluation process to determine the effectiveness of their functioning; and ◦exercising oversight of the evaluation of the Board, its committees and management. Mr. Hotchkiss is the chair of our Nominating and Corporate Governance Committee and the other members are Messrs. Cohen and Weissmann. All the members of the Nominating and Corporate Governance Committee are independent both under SEC rules and as that term is defined in the listing standards of the NASDAQ and the NYSE. The Nominating and Corporate Governance Committee oversees the identification, evaluation, and recommendation of individuals for election or appointment to the Board of Directors. In carrying out these responsibilities, the Committee considers a variety of factors, including the Company’s strategic needs, director qualifications, independence requirements, and the rights of shareholders under applicable agreements. A significant component of the nomination process involves honoring the director designation rights granted to certain shareholders pursuant to the Registration and Investor Rights Agreements dated May 27, 2025. KILH Nomination Rights Under the Registration and Investor Rights Agreement between the Company and KILH: •Non‑Independent Directors: KILH is entitled to nominate two non‑independent directors for so long as KILH and its affiliates collectively own at least 25% of the shares issued to them at the closing of the Combination. The current KILH non‑independent nominees are Terry Ledbetter and Luke Ledbetter. •Independent Directors: KILH is entitled to nominate two independent directors for so long as KILH and its affiliates own at least 5% of the Company’s outstanding shares and at least 25% of the shares issued to them at the closing of the Combination. The current KILH independent nominees are Mr. Cohen and Mr. Hotchkiss. The Committee evaluates these nominees for compliance with applicable independence standards and overall Board composition requirements but does not have discretion to reject a properly designated nominee so long as the contractual ownership thresholds are met. AmTrust Nomination Rights Under the Registration and Investor Rights Agreement between the Company and AmTrust: •Non‑Independent Directors: AmTrust is entitled to nominate one non‑independent director for so long as AmTrust and its affiliates own at least 25% of the shares issued to them at the closing of the Combination. The current AmTrust non‑independent nominee is Joseph Brecher. •Independent Directors: AmTrust is entitled to nominate two independent directors for so long as AmTrust and its affiliates own at least 5% of the Company’s outstanding shares and at least 25% of the shares issued to them at the closing of the Combination. The current AmTrust independent nominees are Mr. Nigro and Mr. Weissmann. As with KILH’s nominees, the Committee reviews AmTrust’s designees for independence and regulatory compliance but recognizes AmTrust’s contractual right to designate these individuals while the ownership thresholds remain satisfied. Each candidate should be prepared to participate fully in Board of Directors activities, including attendance at, and active participation in, meetings of the Board of Directors. Subject to the Registration and Investor Rights Agreements and related bye-laws of the Company, the Nominating and Corporate Governance Committee considers recommendations for director candidates submitted by shareholders. In order for an individual recommended by a shareholder to be eligible for election as a director and considered by the Nominating and Corporate Governance Committee for the Annual General Meeting, the Corporate Secretary must receive the shareholder’s recommendation pursuant to the requirements of our bye-laws and this Proxy. A shareholder recommending an individual for election as a director must provide the Nominating and Corporate Governance Committee with the candidate's name, age, principal occupation or employment, background and relationship with the proposing shareholder, share ownership, a brief statement outlining the reasons the candidate would be an effective director and information relevant to the considerations described above as well as a statement regarding the individual’s willingness to serve as a director. Shareholders should send the required information to the Corporate Secretary, Kestrel Group Ltd, 11 Bermudiana Road, Suite 1141, Hamilton HM 08, Bermuda. The Nominating and Corporate Governance Committee may require further information. Such recommendations must be sent via registered, certified or express mail (or other means that allow the shareholder to determine when the recommendation was received by us). The Corporate Secretary will send any shareholder recommendations to the Nominating and Corporate Governance Committee for consideration at a future committee meeting. Subject to the Registration and Investor Rights Agreements and related bye-laws of the Company, individuals recommended by shareholders in accordance with these procedures will receive the same consideration as other individuals evaluated by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee charter is currently available on our website at www.kestrelgroup.com. Information on our website is not incorporated by reference into this proxy statement and does not otherwise form a part of this proxy statement. During 2025, the Nominating and Corporate Governance Committee met one time.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards | All Other Compensation(3) | Total | | Terry Ledbetter Executive Chairman | 2025 | $389,015 | $975,000 | $— | $4,231 | $1,368,246 | | Luke Ledbetter Chief Executive Officer | 2025 | $568,561 | $950,000 | $— | $7,780 | $1,526,341 | | Patrick Haveron President & Chief Financial Officer | 2025 | $568,561 | $950,000 | $— | $13,431 | $1,531,992 |
2025 SUMMARY COMPENSATION TABLE
| (1) Reflects pro-rated salary from the date following the closing of the Combination on May 27, 2025 through December 31, 2025. | | (2) Amount shown reflects discretionary cash awards for Executive's performance during that year granted in the first quarter of the following year. | | (3) All other compensation amounts include the following provided during the period May 27, 2025 through December 31, 2025: (i) Mr. Terry Ledbetter, $4,231 for 401(k) matching contribution; (ii) Mr. Luke Ledbetter, $7,780 for business-related club membership fees; and (iii) Mr. Haveron, $13,431 for $7,803 executive life insurance premium, $2,355 tax equalization and Bermuda social insurance payments, and $3,273 supplemental allowance. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table sets forth the option and share awards held by named executive officers as of December 31, 2025:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| | Option Awards | | | Share Awards | | | | | Name | Number of Securities Underlying Outstanding Options Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Terry Ledbetter | | | | — | $— | — | $— | | | | | | — | $— | — | $— | | Luke Ledbetter | | $— | 0 | — | $— | — | $— | | | | | | — | $— | — | $— | | Patrick Haveron | | | | 17,086(2) | $174,961 | — | $— | | | | | | — | $— | — | $— |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
1.To calculate the value in this column, the closing price of the Company's stock on the NASDAQ on December 31, 2025 of $10.24 was used. 2.These restricted shares were granted to Mr. Haveron by Maiden on March 14, 2024, and vested on March 14, 2026. In connection with the Combination, each Maiden restricted share that was issued and outstanding immediately prior to the closing of the Combination was automatically converted into one-twentieth (0.05) of a common share of Kestrel Group that is unvested and/or subject to a risk of forfeiture, on the same terms and conditions (including vesting schedule) as applied to such Maiden restricted share immediately prior to the closing of the Combination. Prior to the Combination, Mr. Haveron received certain performance-based equity awards pursuant to the Maiden equity incentive plan. The Compensation Committee reviewed the terms of those Maiden equity awards and concluded that the awards were no longer capable of vesting or being earned, therefore Mr. Haveron’s Maiden equity awards were cancelled for no consideration.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Each of our named executive officers have entered into Amended and Restated Employment Agreements (the “Employment Agreement”) that contain an initial term through May 1, 2028. The Employment Agreement provides that in the event that the Company terminates the executive without “Cause,” or the executive resigns for “Good Reason” (as each term is defined in the Employment Agreement), the executive would be eligible to receive, subject to his execution of a general release in favor of the Company, severance compensation and benefits that include continuation of payment of base salary for the remainder of the term in which the termination occurs, and a pro-rata bonus for the calendar year in which the termination occurs. In the event of a termination of the executive’s employment due to his death or “Disability” (as defined in the Employment Agreement), the executive or his beneficiaries would receive continued base salary payments for a period of six months, and a pro-rata bonus for the calendar year in which the termination occurs. In the event that the Company determines not to renew the Employment Agreement for a new term, subject to the executive’s execution of a general release in favor of the Company, the executive will receive a cash payment equal to three months of base salary. The equity awards granted to our named executive officers are subject to time‑based vesting designed to promote retention and long‑term alignment with shareholder interests. If an executive’s employment terminates before the third anniversary of the grant date and prior to a Change in Control, all unvested shares are forfeited, except in the case of death or permanent disability, or a termination not for Cause, in which case the executive (or the executive’s estate, as applicable) becomes fully vested in the award. In the event the Company undergoes a Change in Control before the third anniversary of the grant date, unvested shares vest in full immediately prior to the transaction if the acquirer does not assume the award. If the award is assumed, vesting continues on the original schedule; however, if the executive is terminated without Cause or resigns for Good Reason within 24 months following the Change in Control, all unvested shares vest in full. Terminations for Cause or resignations without Good Reason result in forfeiture of any unvested shares. Definitions of “Cause” and “Good Reason” are drawn from the executive’s employment or severance agreement, or, if none exists, from the Company’s equity incentive plan.
PAY VERSUS PERFORMANCE COMPARISON
PAY VERSUS PERFORMANCE COMPARISON The following table sets forth the additional compensation information, calculated in accordance with SEC regulations on pay for performance for our named executive officers as of December 31, 2025:
PAY VERSUS PERFORMANCE COMPARISON
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Fiscal Year (1) | Summary Compensation Table Total for PEO Mr. Luke Ledbetter | Compensation Actually Paid to PEO Mr. Luke Ledbetter | Average Summary Compensation Table for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(2) | Net income (loss) (in thousands) | | 2025 | $1,526,341 | $1,526,341 | $1,450,119 | $1,450,119 | $44.50 | $46,725 |
PAY VERSUS PERFORMANCE COMPARISON
1.Information for years prior to 2025 is not included because we were not a public reporting company until May 27, 2025. Mr. Luke Ledbetter has served as the Chief Executive Officer and Principal Executive Officer since May 27, 2025. 2.Pursuant to rules of the SEC, the illustration assumes $100 was invested on May 27, 2025 in our Common Shares. Historic common share price performance is not necessarily indicative of future common share price performance.
PAY VERSUS PERFORMANCE COMPARISON
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PAY VERSUS PERFORMANCE COMPARISON
Relationship Between Pay and Performance Because the Company became publicly traded during fiscal 2025, it has a limited period of market performance on which to assess the relationship between Compensation Actually Paid and the Company’s financial results. The Company did not grant any equity awards to the named executive officers during 2025, and the time‑based equity awards granted in early 2026 for 2025 performance are not reflected in Compensation Actually Paid for 2025. As a result, Compensation Actually Paid for 2025 primarily reflects base salary and annual cash compensation. Although annual bonuses for 2025 were discretionary, the Compensation Committee considered the Company’s financial and operational results for the fiscal year, as well as each named executive officer’s leadership, strategic contributions, and other relevant performance factors in determining bonus amounts. Accordingly, the relationship between Compensation Actually Paid and Company performance for 2025 reflects the Committee’s assessment of these Company and individual performance factors, rather than the impact of equity awards. Given the Company’s limited trading history and the absence of equity awards granted during 2025, Compensation Actually Paid for 2025 may not be indicative of long‑term pay‑for‑performance alignment. As the Company continues to mature as a public company, the Compensation Committee expects to incorporate a more robust mix of long‑term incentive vehicles, including the use of performance‑based equity awards and objectives based on advancement of our program services segment strategies, to further strengthen the alignment between executive compensation and the Company’s long‑term financial and operational performance.
DIRECTOR COMPENSATION FOR 2025
DIRECTOR COMPENSATION FOR 2025 In 2025, the Compensation Committee approved the following annual compensation for its non-employee directors: •an annual retainer of $100,000 that is payable in quarterly installments; and •A restricted share award in the amount of $65,000 pursuant to the Kestrel Group Plan that vests on the first year of the date of grant. We also reimburse our directors for reasonable expenses they incur in attending meetings of the Board of Directors or any of its committees. Employee directors received no compensation for service on the Board of Directors or any board committee. The following table provides the amount of compensation paid to the non-employee directors of the Company for 2025:
DIRECTOR COMPENSATION FOR 2025
| Name | Fees Earned or Paid in Cash (1) | Restricted Shares (2) | Total | | Joseph Brecher | $75,000 | $60,388 | $135,388 | | Erik Cohen | $75,000 | $60,388 | $135,388 | | Michael Hotchkiss | $75,000 | $60,388 | $135,388 | | Steven H. Nigro | $75,000 | $60,388 | $135,388 | | Jeffrey Weissmann | $75,000 | $60,388 | $135,388 |
DIRECTOR COMPENSATION FOR 2025
(1)The amounts represent the annual cash retainer paid for Board service and committee meetings. (2)These amounts represent the aggregate grant date fair value of restricted shares awarded to the directors determined in accordance with ASC 718, as described in "Note 14. Share Compensation and Pension Plans" to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 13, 2026 for the fiscal year 2025. The following table represents the share awards and options outstanding at December 31, 2025 for each director:
DIRECTOR COMPENSATION FOR 2025
| Name of Director | Grant Date Fair Value | Stock Awards (1) | Options Outstanding at December 31, 2025 | | Joseph Brecher | $60,388 | 2,337 | — | | Erik Cohen | $60,388 | 2,337 | — | | Michael Hotchkiss | $60,388 | 2,337 | — | | Steven H. Nigro | $60,388 | 2,337 | 300 | | Jeffrey Weissmann | $60,388 | 2,337 | — |
DIRECTOR COMPENSATION FOR 2025
(1) These restricted shares were issued on September 5, 2025 under the Kestrel Group Plan and scheduled to vest in full on September 5, 2026. The number of restricted shares granted was determined using a volume-weighted average price for the 20 days prior to the date of grant.