DEF 14A of Ategrity Specialty Insurance Co Holdings, Apr 30, 2026

DEF 14A of Ategrity Specialty Insurance Co Holdings

Filed Apr 30, 2026 · FY20250002040491-26-000020

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Under our Articles of Incorporation, the Board will become classified into three classes only upon the occurrence of the “Trigger Date,” which is defined as the date on which Zimmer Financial Services Group LLC (“ZFSG”) and its affiliates collectively cease to beneficially own more than 50% of the outstanding voting power of our capital stock. The Trigger Date has not occurred. Accordingly, our directors currently serve as a single class, and all seven director nominees named below are standing for reelection at the Annual Meeting to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Unless otherwise instructed, the persons named in the enclosed proxy will vote FOR the election of each of the seven nominees named below. If any nominee becomes unable to serve, or for good cause will not serve, the persons named in the proxy may vote for a substitute nominee designated by the Board, or the Board may reduce its size.The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Nominee | Age | Position | | Justin Cohen | 51 | Chief Executive Officer and Director | | Stuart J. Zimmer | 57 | Chair of the Board | | Tom Hulst | 60 | Director | | William Mercer | 56 | Director | | Robert C. Merton, Ph.D. | 81 | Director | | Mitchell Pressman | 61 | Director | | John (Jack) L. Sennott, Jr. | 60 | Director |

  3. Justin Cohen

    Justin Cohen Justin Cohen has served as our Chief Executive Officer since January 2023 and has served as a member of our Board since December 2021. Before that, he served as our Deputy Chief Executive Officer beginning in December 2021. Mr. Cohen began his career at Donaldson, Lufkin & Jenrette as an investment banker focused on the insurance industry. He later worked at Capital Z Partners and Eton Park Capital Management, where he founded and operated Epoch Re, and then founded Roundfield Financial, an investment management firm dedicated to the insurance and financial services sectors. Mr. Cohen has also served as Head of Financials at Zimmer Partners, LP since 2020 and has served on the boards of managers of various operating subsidiaries of ZFSG. He graduated summa cum laude from the University of Pennsylvania’s Management & Technology program, earning dual degrees in Insurance & Risk Management and Finance from The Wharton School and in Computer Science & Engineering. We believe Mr. Cohen is qualified to serve on our Board because of his more than 25 years of experience in the insurance and financial services sectors.

  4. Stuart J. Zimmer

    Stuart J. Zimmer Stuart J. Zimmer serves as Chair of our Board and has served as one of our directors since our founding in 2018. Mr. Zimmer has more than 30 years of experience in the asset management industry. He is the Chief Executive Officer of ZFSG and the Portfolio Manager and Chief Executive Officer of Zimmer Partners, LP, (the “Investment Manager”), ZFSG’s asset management subsidiary. In addition to Ategrity, ZFSG’s insurance interests previously included Carrick Specialty Holdings LLC, which it sold in 2023. Mr. Zimmer has managed funds dedicated to utility strategies since 1993 and launched the Investment Manager in 1997. Mr. Zimmer began his career at Steinhardt Partners as a research analyst with a focus on energy investments. He graduated Phi Beta Kappa from Harvard College with Honors in Mathematics. We believe Mr. Zimmer is qualified to serve on our Board because of his extensive asset management and insurance experience.

  5. Tom Hulst

    Tom Hulst Tom Hulst has served as one of our directors since 2018. Mr. Hulst is currently the Executive Chairman of Global Atlantic Re, a subsidiary of Global Atlantic Financial Group. From 2020 to 2026, he was the Chairman and Chief Executive Officer of the Ivy group of companies, a co-investment vehicle for Global Atlantic Financial Group focused on closed block life and pension risk transfer reinsurance. He is also the President and Founder of ReThink, a Bermuda-based consulting firm, and a non-executive director for several insurers. From 2005 to 2015, Mr. Hulst was part of the founding management team of Ariel Reinsurance Company, serving as Chief Executive Officer from 2008 to 2015. Prior to Ariel Re, he held progressively senior roles within the General Re Group from 1990 to 2005. Mr. Hulst holds a B.A. from the University of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern University. We believe Mr. Hulst is qualified to serve on our Board because of his substantial insurance and reinsurance experience.

  6. William Mercer

    William Mercer William Mercer has served as a member of our Board since June 2025. Mr. Mercer has served as Managing Director at Stout Risius Ross, LLC since November 2024, following the sale of DebtX Analytics, Inc., where he served as Chief Executive Officer from December 2022 to November 2024. From May 2007 to December 2022, he served in multiple capacities at The Debt Exchange, Inc., including Managing Director, Trading, and Executive Vice President, Valuation and Analytics. He also previously held positions at Sun Life Assurance Company of Canada, John Hancock Life Insurance Company (U.S.A.) and PaineWebber & Co. Mr. Mercer graduated from Harvard University and is a CFA Charterholder. We believe Mr. Mercer is qualified to serve on our Board because of his extensive experience in valuation, analytics and financial services. Robert C. Merton, Ph.D. Robert C. Merton, Ph.D. has served as a member of our Board since June 2025. Since 2010, Dr. Merton has served as the School of Management Distinguished Professor of Finance at MIT Sloan School of Management and as the John and Natty McArthur University Professor Emeritus at Harvard University. He has also served as a resident scientist at Dimensional Holdings, Inc., since 2010, where he created Target Retirement Solution, a global integrated retirement-funding solution system. Dr. Merton received the Alfred Nobel Memorial Prize in Economic Sciences in 1997 for a new method to determine the value of derivatives and has received numerous other distinctions in economics and finance. He received degrees from Columbia University, the California Institute of Technology and MIT. We believe Dr. Merton is qualified to serve on our Board because of his extensive leadership experience in finance and academia.

  7. Mitchell Pressman

    Mitchell Pressman Mitchell Pressman has served as a member of our Board since June 2025. Mr. Pressman currently serves as Chief Financial Officer of Study Navigator LLC and DeckHub LLC. From 2013 to 2025, he served as Chief Financial Officer of Zimmer Partners, LP, and, from 2018 to 2025, he served as Chief Financial Officer of Zimmer Financial Services Group LLC. Previously, he served as Chief Financial Officer and a Partner at Ivory Investment Management, L.P., and as Chief Financial Officer of Triage Management, LP. Earlier in his career, he held financial roles at GPU Inc. and worked as a financial consultant and auditor with Arthur Andersen LLP and PricewaterhouseCoopers. Mr. Pressman graduated magna cum laude from the University of Miami and received a master’s degree in accounting from the University of Texas at Austin. We believe Mr. Pressman is qualified to serve on our Board because of his broad experience in investment management and financial operations. John (Jack) L. Sennott, Jr. John (Jack) L. Sennott, Jr. has served as a member of our Board since June 2025. Mr. Sennott currently serves on the board of directors of ALPS Corporation. From July 2019 to September 2022, he served as Chairman, Chief Executive Officer and President of CapSpecialty, Inc. Before joining CapSpecialty, he served as Senior Vice President and Chief Financial Officer of Alleghany Corporation from 2013 to 2022 and as Executive Vice President and Chief Corporate Strategy Officer of Allied World Assurance Company Holdings, Ltd from 2008 to 2012. He also serves on the boards of Hartford Stage and the Simsbury Meadows Performing Arts Center. Mr. Sennott graduated from the University of Massachusetts, Amherst with a B.B.A. in Accounting. We believe Mr. Sennott is qualified to serve on our Board because of his extensive insurance and public-company leadership experience.

  8. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards The Board does not take material nonpublic information into account when determining the timing or terms of any equity awards, including options, nor does the Company time the public disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company does not currently have a formal policy regarding the timing of equity award grants. Historically, the Board has granted equity awards, if any, on an ad hoc basis to directors or newly appointed officers, and may also approve awards in connection with new hires or promotions and for retention purposes. Only the Board may approve stock option grants to executive officers. Any such awards are generally approved at a meeting of the Board or by unanimous written consent. The exercise price of any newly granted stock option would be the closing price of the Company’s common stock on the date of grant. During the last completed fiscal year, the Company did not grant any stock options or similar option-like instruments to its named executive officers during the period beginning four business days before and ending one business day after the filing of any Form 10-K, Form 10-Q, or Form 8-K that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no additional tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.

  9. PRINCIPAL STOCKHOLDERS

    * Less than 1%. _______________________________ (1) Consists of (i) 38,512,440 shares of common stock held of record by ZFSG, for which Mr. Zimmer acts as sole managing member, (ii) 253,330 shares of common stock held of record by certain trusts and estate planning vehicles of Mr. Zimmer that Mr. Zimmer may be deemed to beneficially own, and (iii) 1,454,752 shares of common stock issuable upon exercise of warrants held of record by ZFSG, for which Mr. Zimmer acts as sole managing member, that are currently exercisable or will become exercisable within 60 days of the record date. (2) Consists of 220,691 shares of common stock underlying options held by Mr. Schenk that are currently exercisable or will become exercisable within 60 days of the record date. (3) Consists of 20,000 shares of common stock held of record by Ms. Patel and 18,757 shares of common stock underlying options held by Ms. Patel that are currently exercisable or will become exercisable within 60 days of the record date. (4) Consists of 37,515 shares of common stock held of record by Mr. Hulst and 4,689 shares of common stock underlying options held by Mr. Hulst that are currently exercisable or will become exercisable within 60 days of the record date. (5) Consists of 47,058 shares of common stock held of record by Dr. Merton and 980 unvested restricted stock units held by Dr. Merton that will vest within 60 days of the record date. (6) Consists of 7,300 shares of common stock held of record by Mr. Mercer and 980 unvested restricted stock units held by Mr. Mercer that will vest within 60 days of the record date. (7) Consists of 29,400 shares of common stock held of record by Mr. Sennott and 980 unvested restricted stock units held by Mr. Sennott that will vest within 60 days of the record date.

  10. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2025, with respect to outstanding equity awards and shares available for future issuance under our equity compensation plans.

  11. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by stockholders (1) | 4,254,158(2) | $12.01(3) | 259,469(4) | | Equity compensation plans not approved by stockholders | - | — | - | | Total | 4,254,158 | $12.01 | 259,469 |

  12. EQUITY COMPENSATION PLAN INFORMATION

    _____________ (1)Consists of the Ategrity Specialty Holdings LLC Equity Incentive Plan (the “2019 Equity Plan”) and the Ategrity Specialty Insurance Company Holdings 2025 Incentive Award Plan (the “2025 Plan”). (2)Includes 4,245,335 outstanding options to purchase stock under the 2019 Equity Plan, and 8,823 outstanding restricted stock units under the 2025 Plan. (3)Reflects the weighted average exercise price of outstanding stock options under the 2019 Equity Plan. Restricted stock units do not have an exercise price and are therefore excluded from the weighted-average exercise price in column (b). (4)Reflects the shares remaining available for future issuance under the 2025 Plan. No additional awards may be granted under the 2019 Equity Plan after the effectiveness of the 2025 Plan; outstanding awards under the 2019 Equity Plan remain subject to their existing terms.

  13. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION As an emerging growth company, we are permitted to provide scaled executive compensation disclosure and have elected to do so. We are not required to include a Compensation Discussion and Analysis section. For 2025, our named executive officers were Justin Cohen, Chief Executive Officer, Chris Schenk, President and Chief Underwriting Officer, and Neelam Patel, Chief Financial Officer.

  14. Summary Compensation Table

    Summary Compensation Table

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensa-tion ($) (2) | Total ($) | | Justin Cohen Chief Executive Officer | 2025 | $69,521 | $300,000 | $— | $— | $369,521 | | Justin Cohen Chief Executive Officer | 2024 | $64,904 | $— | $3,400,408 | $— | $3,465,312 | | Chris Schenk President and Chief Underwriting Officer | 2025 | $542,654 | $1,000,000(1) (3) | $— | $17,500 | $1,560,154 | | Chris Schenk President and Chief Underwriting Officer | 2024 | $470,000 | $282,000 | $266,250 | $17,250 | $1,035,500 | | Neelam Patel Chief Financial Officer | 2025 | $410,769 | $550,000(1) (4) | $— | $46,829(5) | $1,007,598 | | Neelam Patel Chief Financial Officer | 2024 | $107,692 | $575,000 | 200,000 | $— | $882,692 |

  16. Summary Compensation Table

    __________________________ (1)Amounts shown represent each named executive officer’s annual bonus earned with respect to fiscal year 2025. Refer to “– 2025 Annual Bonuses” below for additional information regarding the Company’s annual bonuses. (2)Amounts shown represent matching contributions under the Company’s 401(k) retirement plan. (3)Amount shown consists of a discretionary bonus of $550,000 with respect to the 2025 fiscal year and a one-time special bonus in an amount equal to $450,000. (4)Amount shown consists of (a) a discretionary bonus of $500,000 with respect to the 2025 fiscal year, (b) a one-time special bonus in an amount equal to $50,000. (5)Amount shown includes $29,329 for Company-provided car service between the executive’s residence and Company offices, reflecting the aggregate incremental cost of such services.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025. None of our named executive officers held restricted stock units as of December 31, 2025.

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Option Exercisable (#) | Option Unexercisable (#) | Exercise Price ($) | Option Expiration Date | | Justin Cohen | 12/8/2024 | — | 2,541,407 | $9.38 | 12/8/2034 | | Chris Schenk | 1/1/2024 | 77,374 | 309,496 | $10.66 | 1/1/2034 | | Chris Schenk | 1/1/2024 | 56,272 | 225,088 | $21.32 | 1/1/2034 | | Chris Schenk | 1/1/2024 | 56,272 | 225,088 | $31.99 | 1/1/2034 | | Chris Schenk | 1/1/2022 | 8,792 | 5,862 | $10.66 | 1/1/2032 | | Chris Schenk | 1/1/2022 | — | 21,981 | $10.66 | 1/1/2032 | | Neelam Patel | 12/8/2024 | 18,757 | 75,030 | $10.66 | 12/8/2034 |

  19. 2025 Director Compensation

    2025 Director Compensation The table below shows all compensation to our non-employee directors during the year ended December 31, 2025. Justin Cohen, our Chief Executive Officer, is also a member of our board of directors, but he does not receive any additional compensation for his service as a director. Information regarding Mr. Cohen’s 2025 compensation is included in the “2025 Summary Compensation Table”, “Outstanding Equity Awards at 2025 Fiscal Year-End” table and associated narrative disclosure above.

  20. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Stuart J. Zimmer | $— | $— | $— | $— | | Tom Hulst | $100,000 | $— | $— | $100,000 | | William Mercer | $100,000 | $49,997 | $— | $149,997 | | Robert C. Merton, Ph.D. | $100,000 | $49,997 | $— | $149,997 | | Mitchell Pressman | $— | $— | $— | $— | | John (Jack) L. Sennott, Jr. | $100,000 | $49,997 | $— | $149,997 |

  21. 2025 Director Compensation

    (1)This column represents the aggregate grant date fair value of the stock options granted in 2025, calculated in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. We provide information regarding the assumptions used to calculate the value of option awards in Note 17 to the consolidated financial statements included in our Annual Report on Form 10-K filed on March 6, 2026. As of December 31, 2025, Tom Hulst held options to purchase 14,068 shares of common stock. William Mercer, Robert C. Merton, Ph.D., and John (Jack) L. Sennott, Jr. each held 2,941 unvested restricted stock units outstanding as of December 31, 2025, reflecting initial director grants made in connection with the Company’s initial public offering.

  22. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Under the Company’s Non-Employee Director Compensation Program, each non-employee director is entitled to an annual cash retainer of $100,000, paid quarterly in arrears. Each person who is initially elected or appointed to the Board after the effectiveness of the program receives an initial grant of restricted stock units valued at $50,000, based on the 20-trading-day average closing price preceding the grant date, vesting in equal installments on each of the first three anniversaries of the grant date, subject to continued service.