0001140361-23-052594.txt : 20231109 0001140361-23-052594.hdr.sgml : 20231109 20231109184806 ACCESSION NUMBER: 0001140361-23-052594 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231109 FILED AS OF DATE: 20231109 DATE AS OF CHANGE: 20231109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Daws Adrian Joseph CENTRAL INDEX KEY: 0001999704 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41862 FILM NUMBER: 231394172 MAIL ADDRESS: STREET 1: 42 HARLEQUIN COURT STREET 2: 6 THOMAS MORE STREET CITY: LONDON STATE: X0 ZIP: E1W 1AR ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Insurance Group, Ltd. CENTRAL INDEX KEY: 0001593275 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WELLESLEY HOUSE NORTH, 1ST FLOOR STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: (441) 405-5200 MAIL ADDRESS: STREET 1: WELLESLEY HOUSE NORTH, 1ST FLOOR STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 3 1 form3.xml X0206 3 2023-11-09 0 0001593275 Hamilton Insurance Group, Ltd. HG 0001999704 Daws Adrian Joseph 42 HARLEQUIN COURT, 6 THOMASMORE STREET CITY OF LONDON X0 E1W 1AR UNITED KINGDOM true CEO, Hamilton Global Specialty Class B Common Shares 76921 D 2021 LTIP - Restricted Stock Unit Class B Common Shares 4815 D 2022 LTIP - Restricted Stock Unit Class B Common Shares 10643 D 2023 LTIP - Restricted Stock Unit Class B Common Shares 20437 D 2021 LTIP - Performance Stock Units Class B Common Shares 14445 D 2022 LTIP - Performance Stock Units Class B Common Shares 15965 D 2023 LTIP - Performance Stock Units Class B Common Shares 20437 D On March 30, 2021, the reporting person was granted 14,445 restricted stock units ("RSUs") that vest one-third per year on January 1 of 2022, 2023, and 2024. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting. On February 11, 2022, the reporting person was granted 15,965 RSUs that vest one-third per year on January 1 of 2023, 2024, and 2025, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting. On March 10, 2023, the reporting person was granted 20,437 RSUs that vest one-third per year on January 1 of 2024, 2025, and 2026, respectively. Each RSU represents the right to receive one Class B common share. The number reported here reflects the RSUs outstanding subject to future vesting. On March 30, 2021, the reporting person was granted 14,445 performance stock units ("PSUs") that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2023. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2024. On February 11, 2022, the reporting person was granted 15,965 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2025. On March 10, 2023, the reporting person was granted 20,437 PSUs that are earned based on our annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025. Each PSU represents the right to receive one Class B common share. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of the performance target during the performance period. This award fully vests on January 1, 2026. /s/ Gemma Carreiro, Attorney-in-Fact 2023-11-09 EX-24 2 poa_daws.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Pina Albo, Craig Howie and Gemma Carreiro, or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true  and lawful attorney‑in‑fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to
 

 1.
Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
 

 2.
Prepare, execute and submit to the SEC, Hamilton Insurance Group, Ltd. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
 

 3.
Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
 
The undersigned acknowledges that:
 

 a)
This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;
 

 b)
Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
 

 c)
Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
 

 d)
This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.
 
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of November 8, 2023.
 
 
By:
 /s/ Adrian Daws
  
     
Name:
 Adrian Daws