Nathan Hayes · Chief Financial Officer · United States

Ready for an Audit Committee where long-dated obligations matter

My contribution to a board

Three things, mainly. The first is a working command of balance sheets whose risks sit in long-dated obligations and privately priced assets. Many companies outside insurance now carry both: pension plans whose liabilities stretch over decades, credit portfolios held in finance subsidiaries, private investments marked by models. I have spent my career on the question those balance sheets share, which is what the assets would fetch if the obligations came due sooner than planned.

The second is fluency in judgement-heavy accounting and the controls around it. LDTI, fair-value measurement, credit loss allowances and the reconciliation of non-GAAP measures are my daily work, and I have certified internal control over financial reporting every quarter since 2020. On an Audit Committee I would be comfortable reading the estimates that move results and asking how a change in a model reached the ledger.

The third is a habit of putting disagreement in writing. I have recommended against my chief executive's preferred structure for a capital raise, against my head of real estate's view of office loans and against my chief actuary's view of a reinsurance price, and each time I asked for the other view to appear in the board paper in its author's own words. A director adds most value not by having the right answer but by making sure the board sees the strongest case against the one management prefers.

NYSE listing standards require every Audit Committee member to be financially literate and at least one to have accounting or related financial management expertise, and SEC rules require a company to disclose whether it has an audit committee financial expert. I expect I would meet both descriptions, but that is the board's determination, not mine, and I would not ask to chair the committee on arrival.

Judgement in practice

A non-GAAP measure narrowed rather than flattered

When LDTI took effect in 2023, our investor relations team proposed excluding every change in the fair value of market risk benefits from adjusted operating income, including the part caused by updating our own assumptions about policyholder behaviour. I recommended excluding only the movements driven by capital markets and our own credit spread, and keeping assumption-driven changes in the operating figure, because they show how our products actually perform. Adjusted operating income for 2023 was $38 million lower as a result, and two analysts asked why our definition differed from some peers'. The Audit Committee preferred the narrower measure. On another board I would test every non-GAAP adjustment with one question: would management still exclude this item if it had moved in the company's favour?

A small valuation gap taken to the committee early

In late 2024 an outside valuation of a privately rated structured note came in nine points below the manager's mark. The note's private rating gave it a favourable NAIC designation and a modest capital charge. Our external auditors had not raised it, and the amount was not material to the consolidated accounts. I took it to the Audit Committee anyway, with both valuations, the rating rationale and a proposal to carry the note at the lower figure. The committee agreed and asked for a standing report of every position where the two marks differed by more than three points. As a director I would want management to bring me the small disagreement before it grew into a large one, and I would make clear that doing so is never held against them.

A dividend held back in a good quarter

In the second quarter of 2025, with the care transaction signed but not yet closed, the operating insurer could lawfully have paid the holding company a $250 million ordinary dividend, and our chief executive wanted buybacks restored to their pre-2023 pace. I recommended paying $150 million and waiting for closing and the regulator's review before releasing more, because a capital ratio built on an unclosed transaction is a forecast, not a position. The insurer's board, on which I sit, approved the smaller dividend. The deal closed in July and the balance was paid in the fourth quarter. On any board I would ask the same of a proposed capital return: is it funded by capital the company has, or by capital it expects to have?

My first year on a board

My first months would go on the company's own map of its risks, read from documents rather than presentations. I would ask for eight quarters of Audit Committee materials, the critical audit matters in the auditor's reports with management's response to each, the list of critical accounting estimates and their sensitivities, and the minutes of any meeting where auditor and management disagreed. I would want to know which numbers in the accounts rest on a model, and who is allowed to change that model.

Then I would go and look. A balance sheet reads differently once you have met the treasury desk, the pension committee or the credit team that feeds it, so I would ask to spend a day with each function behind a critical estimate. I would meet the head of internal audit and the engagement partner separately, as committee members are entitled to do.

Throughout the year I would serve as a member, not a chair, and keep a short written log of the questions I raised and whether the answers changed anything. At the year's end I would go through that log with the committee chair. If most of my questions had changed nothing, I would want to know whether I had been asking the wrong ones.

Conflicts and their management

Two kinds of conflict matter in my case. The first is financial. Wrenfield's $46.8 billion portfolio lends to companies throughout the US economy, and our income annuity business could in principle buy the pension obligations of the very company whose board I joined. Before accepting a seat I would compare the company and its affiliates with our holdings. I would decline a board whose pension plan seemed likely to come to market while I served, or whose debt Wrenfield held in size, and I would decline any insurer, reinsurer, asset manager, annuity distributor or company connected with Thresholm Capital Partners.

The second is time. Wrenfield's reporting calendar and a second company's will collide four times a year. I would fix board and committee dates twelve months ahead and keep twenty-five days clear for them, preparation included. If a new conflict arose after appointment, I would tell the chair the same day, leave any discussion it touched and resign if it proved lasting.

My independence statement

Whether I am independent of a particular company is for its board to decide, under its exchange's listing standards and on the facts I put in front of it, so I make no claim here beyond the facts. I am a full-time officer of Wrenfield, I own Wrenfield shares and performance units, and I sit on the board of its operating insurer. Wrenfield's portfolio holds bonds and loans issued across much of the US economy, so any company considering me should check whether we hold its debt or its affiliates' debt; I would supply our largest holdings for that purpose. I have no family or commercial ties to any company I would consider joining.

Committee contribution

Chair and member readiness
Capacity	Committees
Ready to chair	Audit Committee, once I have served a full year on it
Ready to join	Audit Committee · Finance Committee · Risk Committee

Capacity and preferences

Time available: 25 days per year
Current directorships: 1
Sectors: Regulated electric and gas utilities with long refinancing calendars · Industrial and consumer companies carrying large defined-benefit pension plans · Specialty lenders and equipment lessors outside annuity distribution · Healthcare services companies with long-dated lease and pension obligations
Company type: US-listed company with a market value between about $2bn and $15bn, whose results depend on long-dated obligations, credit exposure or a large pension plan, and which has no material relationship with Wrenfield or Thresholm Capital Partners
Company stage: An established listed company meeting a balance-sheet question for the first time: a pension de-risking, a heavy refinancing cycle, a new credit portfolio or a change of auditor

The seat I am pursuing

I am looking for one independent directorship on the board of a US-listed company with a market value between roughly $2 billion and $15 billion, outside insurance and asset management. The companies where I could help most share a feature with annuity writers: results that depend on long-dated obligations or on assets without a daily price. A regulated utility with a long refinancing calendar, an industrial company carrying a large defined-benefit pension plan or a specialty lender with a credit portfolio would all fit.

I want to join the Audit Committee and, after a full year, chair it if the board asks. I could also serve on a finance or risk committee. I will not take a second outside directorship while I remain an executive. Many company policies and investor guidelines limit executives' outside boards, and NYSE rules ask a board to judge whether a member serving on more than three public company audit committees can still serve effectively; I intend to stay well inside both limits. I am not seeking a seat to complete a skills matrix. I want one where balance-sheet judgement is a live need.

Board and committee exposure

Presented to the Board or a committee

Wrenfield Financial Group, Inc.

Board of directors: quarterly results, the annual capital plan, dividends and buybacks, and major reinsurance and investment decisions

January 2020–present

Presents management's financial recommendations at every board meeting; not a director of the listed company and holds no vote.

Presented to the Board or a committee

Wrenfield Financial Group, Inc.

Audit Committee: GAAP and statutory results, LDTI assumption changes, internal control over financial reporting and the external audit

January 2020–present

Attends every meeting and presents results, critical accounting estimates and control matters; not a committee member.

Presented to the Board or a committee

Wrenfield Financial Group, Inc.

Finance and Investment Committee: capital plan, investment policy, private credit valuation and reinsurance

January 2020–present

Presents the capital plan and every reinsurance or capital transaction for approval; not a committee member.

Reported to a committee

Wrenfield Financial Group, Inc.

Finance and Investment Committee: liquidity stress testing, holding-company debt and reinsurance counterparties

April 2016–December 2019

As treasurer, reported each quarter on liquidity under stress, refinancing and counterparty exposure.

Served as a director

Wrenfield Life and Annuity Company

Board of the principal operating insurance subsidiary

March 2020–present

Director in an executive capacity, approving statutory statements, dividends to the holding company and reinsurance agreements.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

IICA's Independent Directors' Databank is an Indian requirement for directors of Indian companies. It has no bearing on the US-listed boards I am considering, where independence is assessed under exchange listing standards and SEC rules, and I have not registered. If an Indian board ever approached me, I would register and complete whatever assessment the rules required before accepting.

Every Wrenfield Audit Committee and Finance and Investment Committee meeting since January 2020
More than five years on the board of Wrenfield's operating insurer, approving statutory statements, dividends and reinsurance
Annual briefings from our external auditors on accounting standards, critical audit matters and internal control reporting
Study of NYSE audit committee requirements and the SEC's audit committee financial expert definition with our general counsel and corporate secretary