ex24-01122023_100130.htm

0001415889-23-000892.txt : 20230112 0001415889-23-000892.hdr.sgml : 20230112 20230112172740 ACCESSION NUMBER: 0001415889-23-000892 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230112 FILED AS OF DATE: 20230112 DATE AS OF CHANGE: 20230112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bodnar Dan PK CENTRAL INDEX KEY: 0001937549 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41591 FILM NUMBER: 23526660 MAIL ADDRESS: STREET 1: 800 GESSNER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER NAME: FORMER CONFORMED NAME: Bodner Dan PK DATE OF NAME CHANGE: 20220711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Skyward Specialty Insurance Group, Inc. CENTRAL INDEX KEY: 0001519449 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 141957288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 GESSNER STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-935-4888 MAIL ADDRESS: STREET 1: 800 GESSNER STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: Houston International Insurance Group LTD DATE OF NAME CHANGE: 20140801 FORMER COMPANY: FORMER CONFORMED NAME: Houston International Insurance Group DATE OF NAME CHANGE: 20110428 3 1 form3-01122023_100130.xml X0206 3 2023-01-12 0 0001519449 Skyward Specialty Insurance Group, Inc. SKWD 0001937549 Bodnar Dan PK 800 GESSNER SUITE 600 HOUSTON TX 77024 false true false false CHIEF INFORMATION OFFICER Common Stock 7074 D 2021 LTIP - Common Stock Common Stock 2816 D 2021 LTIP - Performance Share Units Common Stock 2816 D 2022 LTIP - Performance Share Units Common Stock 2532 D Preferred Series A Stock Preferred Series A Stock 549 D On January 1, 2022, the reporting person was granted a Restricted Stock Award in the amount of 2,532 shares. Each share is equivalent to one share of the Company's common stock. This award fully vests on January 1, 2025. On January 1, 2021, the reporting person was granted 2,816 Restricted Stock Units ("RSUs"). Upon vesting, each unit is equivalent to one share of the Company's common stock. This award fully vests on January 1, 2024. On January 1, 2021, the reporting person was awarded 2,816 Performance Share Units ("PSUs"). Each PSU is equivalent to one share of the Company's common stock. The number of units subject to vest under this award can range from 0% to 150% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on January 1, 2025. On January 1, 2022, the reporting person was awarded 2,532 PSUs. Each PSU is equivalent to one share of the Company's common stock. The number of units subject to vest under this award can range from 0% to 150% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on January 1, 2025. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 549.000 shares of stock reported on this form will convert into 4,544 shares of Common Stock upon the closing of the IPO. /s/ Stacy E. Skelton, Attorney-in-Fact 2023-01-12 EX-24 2 ex24-01122023_100130.htm ex24-01122023_100130.htm

Limited Power of Attorney for Section 16 Reporting Obligations

With respect to holdings of and transactions in securities issued by Skyward Specialty Insurance Group, Inc. (the “Company”), the undersigned hereby constitutes and appoints the officers and/or employees of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

Execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

Additionally, I hereby revoke, terminate, and make void all authorizations and/or designations of any individual as an attorney-in-fact executed prior to the date hereof to execute and file on my behalf SEC Section 16 forms of the Company.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 29th day of June 2022.

/s/Dan Bodnar

DAN BODNAR

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution.

Leslie Shaunty

Jillian Tisdel

Stacy E. Skelton