MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Elaine Forsythe, Responsible Partner
FROM: Eric Johannsen, Working Associate
DATE: September 4, 2025
RE: Conflict of Interest Check — Proposed Engagement with Quorum Insurance Holdings Corp. (Committee-Charter and Delegation-of-Authority Overhaul)
Engagement Number: 1025-00005
Status: CLEARED — No Disqualifying Conflicts Identified
Reviewed and Approved By: Elaine Forsythe, September 5, 2025
I. Purpose and Scope of Conflict Check
This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed acceptance of a new engagement with Quorum Insurance Holdings Corp. ("Quorum," "QIH," or the "Client"). The purpose of this conflict check is to confirm the Firm's ability to accept the proposed engagement in full compliance with (a) C&H's internal Conflict of Interest Policies and Procedures (revised January 2024), (b) the New York Rules of Professional Conduct, Rules 1.7 through 1.10 (governing current-client conflicts, former-client conflicts, and imputed disqualification), (c) the Delaware Lawyers' Rules of Professional Conduct, Rules 1.7 through 1.10 (applicable because the Client is a Delaware corporation and significant aspects of the engagement will involve Delaware law), and (d) any other applicable ethical obligations, including those arising under the rules of jurisdictions in which engagement team members are licensed to practice.
A. Nature of the Proposed Engagement
The proposed engagement encompasses a comprehensive corporate governance review and documentation overhaul for Quorum Insurance Holdings Corp. The specific scope of work, as described in the draft engagement letter dated August 28, 2025, includes the following:
1. Committee Charter Review and Restatement. A comprehensive review and restatement of the existing charters for each of the five standing committees of the QIH Board of Directors: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee.
2. New Committee Charter Drafting. Drafting of a new charter for a proposed Technology & Cybersecurity Oversight Committee, to be established by the Board as its sixth standing committee, with attention to coordination with the Risk Committee and the Audit Committee to avoid duplicative or conflicting mandates.
3. Delegation of Authority Matrix Overhaul. A comprehensive review, rationalization, and restatement of the QIH Delegation of Authority Matrix (the "DOA Matrix"), including reconciliation of parent-level and subsidiary-level authority thresholds and the elimination of identified inconsistencies.
4. Conforming Governance Document Amendments. Preparation of conforming amendments to the QIH Corporate Governance Guidelines and, as necessary, to the QIH Amended and Restated Bylaws, to ensure internal consistency with the revised committee charters and DOA Matrix.
5. Delaware Law Analysis. Analysis of applicable provisions of the Delaware General Corporation Law ("DGCL"), including without limitation DGCL §§ 141(a) (board management authority), 141(c) (committee delegation), and 141(e) (good faith reliance), to ensure that the revised governance architecture operates within the permissible scope of board delegation under Delaware law.
6. NYSE Listing-Rule Compliance Advice. Review of the revised governance documents against applicable NYSE Listed Company Manual requirements, including Sections 303A.04 through 303A.07 (committee requirements) and related commentary and interpretive guidance.
B. Engagement Team
The proposed engagement team consists of the following C&H attorneys:
• Elaine Forsythe — Responsible Partner (Antitrust & Competition Practice Group; partner rate: $1,250/hr)
• Howard Bellamy — Billing Partner (Antitrust & Competition Practice Group; partner rate: $1,175/hr)
• Natasha Forbes — Lead Associate (Capital Markets Practice Group; associate rate: $825/hr)
• Eric Johannsen — Working Associate (Capital Markets Practice Group; associate rate: $695/hr)
C. Fee Arrangement
The engagement will be billed on an hourly basis at the standard rates set forth above. Based on the preliminary scope assessment and work plan developed in coordination with QIH's General Counsel, the estimated total professional fees for the engagement are in the range of $385,000 to $450,000, exclusive of disbursements and expenses. This estimate is subject to revision based on scope changes, complexity encountered during the engagement, and any expansion of the engagement to include additional work streams.
D. Anticipated Engagement Period
The engagement is anticipated to commence on September 5, 2025 and to conclude on or before December 19, 2025, with final deliverables expected to be presented to the QIH Board at its regularly scheduled fourth-quarter meeting.
E. Scope of Conflict Search
The conflict check encompassed searches of C&H's firm-wide conflict-of-interest management system for the following categories of parties:
• The Client entity (QIH) and all identified subsidiaries and affiliates;
• All eleven (11) members of the QIH Board of Directors, including their primary institutional affiliations and other known board memberships;
• Key members of QIH senior management who are expected to serve as primary points of contact during the engagement;
• Significant institutional shareholders with known material ownership positions in QIH;
• Key third-party advisors and service providers involved in or related to the governance overhaul project; and
• Any identified adverse parties.
The search methodology, including search terms, time frames, and supplemental inquiries, is described in detail in Section IX below.
II. Client Entity — Quorum Insurance Holdings Corp.
The following information was compiled from publicly available sources, including QIH's most recent Annual Report on Form 10-K (filed February 27, 2025 for FY 2024), proxy statement on Schedule 14A (filed April 4, 2025), and the Delaware Division of Corporations public records, as supplemented by information provided by the Client's General Counsel, Dennis R. Okonkwo.
Background. Quorum Insurance Holdings Corp. was formed in 2009 through the combination of two regional property-casualty insurance carriers. Since its formation, QIH has expanded significantly beyond its original property-casualty roots, entering specialty lines of insurance and developing proprietary insurtech platforms through its technology-focused subsidiaries. Today, QIH operates through a family of regulated insurance company subsidiaries and unregulated operating entities, spanning property and casualty insurance, specialty lines, surety, managing general agent services, and digital insurance solutions. The company's shares have been listed on the NYSE since 2012 and are included in the S&P MidCap 400 index.
C&H Conflict Database Search Result
A comprehensive search of C&H's firm-wide conflict-of-interest management system was conducted for "Quorum Insurance Holdings Corp.," "Quorum Insurance Holdings," "Quorum Insurance," "QIH," "QIHC," the EIN (27-4831956), and the Delaware File Number (4927361). The search returned no prior or current representations of QIH in any capacity. No adverse matters against QIH were identified. The search also returned no co-counsel or referral relationships involving QIH.
Result: CLEARED.
III. Client Subsidiaries and Affiliates
The following subsidiaries and affiliates of Quorum Insurance Holdings Corp. were identified from QIH's most recent Annual Report on Form 10-K (Exhibit 21 — List of Subsidiaries) and information provided by QIH's General Counsel. A conflict search was conducted against each subsidiary individually and as part of the Quorum corporate family. Each entity was searched by its full legal name, any known short names or abbreviations, and, where applicable, by NAIC Company Code.
A. Quorum Property & Casualty Insurance Company
Quorum Property & Casualty Insurance Company is QIH's largest and oldest operating subsidiary, accounting for approximately 62% of the consolidated group's direct written premiums in FY 2024. It underwrites a broad range of personal and commercial property-casualty coverages primarily in the northeastern and mid-Atlantic states. As the primary regulated entity within the corporate family, its delegation of authority framework is a central component of the governance overhaul project, particularly in light of observations raised in the FY 2024 audit management letter regarding certain claims-settlement authority thresholds.
C&H Database Result: No prior or current representations of Quorum Property & Casualty Insurance Company. No adverse matters. Search terms included the full entity name, "Quorum P&C," and NAIC Company Code 38472. CLEARED.
B. Lone Star Specialty Insurance Company
Lone Star Specialty Insurance Company underwrites specialty lines of insurance including directors and officers liability, errors and omissions, employment practices liability, and cyber liability. Domiciled in Texas and licensed in 37 states and the District of Columbia, Lone Star Specialty is the second-largest operating subsidiary in the Quorum family by direct written premiums. The FY 2024 audit management letter specifically identified this entity as having claims-settlement authorities that exceeded board-approved thresholds without documented ratification, making it a focus area of the DOA Matrix overhaul.
C&H Database Result: No prior or current representations of Lone Star Specialty Insurance Company. No adverse matters. Search terms included the full entity name, "Lone Star Specialty," and NAIC Company Code 41359. CLEARED.
C. Great Lakes Surety & Indemnity Co.
Great Lakes Surety & Indemnity Co. is a specialized carrier focused on surety bonds (contract, commercial, and miscellaneous) as well as certain niche specialty coverages. Domiciled in Ohio and licensed in 22 states, it is the smallest of QIH's regulated insurance company subsidiaries but plays a strategically important role in the group's diversification strategy. Its Ohio domicile means that the DOA Matrix revisions will need to account for Ohio Department of Insurance regulatory requirements in addition to those of Connecticut and Texas.
C&H Database Result: No prior or current representations of Great Lakes Surety & Indemnity Co. No adverse matters. Search terms included the full entity name, "Great Lakes Surety," and NAIC Company Code 29814. CLEARED.
D. Quorum MGA Services, LLC
Quorum MGA Services, LLC operates as the managing general agent within the QIH corporate family, providing underwriting, policy issuance, and certain claims-handling services on behalf of affiliated and non-affiliated carriers pursuant to managing general agent agreements. Although Quorum MGA Services is not a regulated insurer, its authority levels and delegations are integral to the DOA Matrix and are within the scope of the proposed engagement.
C&H Database Result: No prior or current representations of Quorum MGA Services, LLC. No adverse matters. Search terms included the full entity name and "Quorum MGA." CLEARED.
E. Vantage Digital Insurance Solutions, Inc.
Vantage Digital Insurance Solutions, Inc. is QIH's technology-focused subsidiary, operating proprietary insurtech platforms for digital distribution, automated underwriting, and data analytics. Vantage is a key reason the QIH Board has determined to establish a new Technology & Cybersecurity Oversight Committee, as the Board seeks to provide enhanced governance and oversight of QIH's growing technology operations and associated cybersecurity risks. The new committee charter will need to address the interface between the Board's technology oversight function and the operational technology governance undertaken within Vantage.
C&H Database Result: No prior or current representations of Vantage Digital Insurance Solutions, Inc. No adverse matters. Search terms included the full entity name, "Vantage Digital," and "Vantage Insurance." CLEARED.
IV. Board of Directors
A conflict search was conducted against each of the eleven (11) current members of the QIH Board of Directors. Each director was searched individually by full name, and, where applicable, by the names of their primary institutional affiliations and other known board memberships. The QIH Board currently comprises three (3) management (non-independent) directors and eight (8) independent directors, as classified under applicable NYSE listing standards and QIH's Corporate Governance Guidelines.
A. Management Directors (Non-Independent)
1. Margaret A. Calloway — Chair of the Board & Chief Executive Officer. Ms. Calloway, age 58, has served as Chair of the Board and Chief Executive Officer of Quorum Insurance Holdings Corp. since 2022. She originally joined QIH in 2014 as Chief Operating Officer and was appointed CEO in 2018. Prior to joining QIH, Ms. Calloway held senior executive positions at two large national insurance carriers. As Chair and CEO, Ms. Calloway will serve as a principal executive point of contact for the governance overhaul project and is expected to participate actively in discussions regarding the revised committee charter framework and DOA Matrix structure.
C&H Database Result: A search was conducted for "Margaret A. Calloway," "Margaret Calloway," and "M. Calloway." No prior representations of Ms. Calloway in any individual or representative capacity. No adverse matters involving Ms. Calloway. CLEARED.
2. Dexter W. Ng — Director; President, Quorum Property & Casualty Insurance Company. Mr. Ng, age 45, has served as a member of the QIH Board of Directors and as President of Quorum Property & Casualty Insurance Company, QIH's flagship operating subsidiary. Mr. Ng is expected to provide input on the DOA Matrix overhaul, particularly with respect to the reconciliation of parent-level and subsidiary-level authority delegations applicable to the P&C operations.
C&H Database Result: A search was conducted for "Dexter W. Ng," "Dexter Ng," and "D.W. Ng." No prior representations. No adverse matters. CLEARED.
3. Camille R. DuPont — Director; President, Vantage Digital Insurance Solutions, Inc. Ms. DuPont, age 50, has served as a member of the QIH Board of Directors and as President of Vantage Digital Insurance Solutions, Inc., QIH's fintech/insurtech subsidiary. Ms. DuPont is the proposed inaugural member and likely vice-chair of the new Technology & Cybersecurity Oversight Committee, and her perspective on technology governance will be integral to the drafting of the new committee charter.
C&H Database Result: A search was conducted for "Camille R. DuPont," "Camille DuPont," and "C. DuPont." No prior representations. No adverse matters. CLEARED.
B. Independent Directors
4. Arthur J. Pennington — Lead Independent Director; Chair, Nominating & Corporate Governance Committee. Mr. Pennington, age 64, has served as an independent director since 2017 and currently serves as the Lead Independent Director of the QIH Board. He also chairs the Nominating & Corporate Governance Committee. Mr. Pennington is a retired partner of Mercer-Bexley Advisory Partners, a management consulting firm. In his capacity as Lead Independent Director, Mr. Pennington received the June 18, 2025 shareholder letter from Veltrano Institutional Partners, LP urging enhanced governance documentation and disclosure, which served as one of the catalysts for the current governance overhaul project. Mr. Pennington is expected to serve as the Board's primary point of contact for oversight of the engagement.
A conflict search was conducted against Mr. Pennington individually and against Mercer-Bexley Advisory Partners.
C&H Database Result: No prior representations of Arthur J. Pennington in any individual or representative capacity. No current matters involving Mercer-Bexley Advisory Partners (search terms: "Mercer-Crestline Growth Partners," "Mercer Bexley Advisory," "MBAP"). CLEARED.
5. Dr. Lilian Fong-Archer — Chair, Audit Committee. Dr. Fong-Archer, age 56, has served as an independent director since 2019 and chairs the Audit Committee. She is the designated "audit committee financial expert" under SEC rules. Dr. Fong-Archer is a former Chief Financial Officer of Pinehurst Financial Group, Inc. Her role in the governance overhaul project is particularly significant because several of the observations in the Garrett & Whitfield management letter (discussed in Section VII.B below) fall within the Audit Committee's oversight purview, and the revised Audit Committee charter will need to address the committee's responsibilities with respect to the DOA Matrix and internal authority frameworks.
A conflict search was conducted against Dr. Fong-Archer individually and against Pinehurst Financial Group, Inc.
C&H Database Result: No prior representations of Dr. Lilian Fong-Archer (search terms also included "Lilian Fong Archer" and "L. Fong-Archer"). No adverse matters. No prior or current representations of Pinehurst Financial Group, Inc. (search terms: "Pinehurst Financial," "Pinehurst Financial Group," "PFG Inc."). No adverse matters. CLEARED.
6. Raymond T. Huerta — Chair, Risk Committee. Mr. Huerta, age 61, has served as an independent director since 2020 and chairs the Risk Committee. Mr. Huerta is a retired state insurance commissioner, bringing significant regulatory expertise to the Board. His perspective on the governance overhaul is expected to be particularly relevant to the alignment of the DOA Matrix with regulatory expectations across QIH's three domiciliary jurisdictions (Connecticut, Texas, and Ohio). The revised Risk Committee charter will need to delineate the boundary between the Risk Committee's enterprise risk oversight and the proposed Technology & Cybersecurity Oversight Committee's risk-related responsibilities.
C&H Database Result: A search was conducted for "Raymond T. Huerta," "Raymond Huerta," and "R. Huerta." No prior representations. No adverse matters. CLEARED.
7. Claudia M. Severin — Chair, Compensation & Human Capital Committee. Ms. Severin, age 52, has served as an independent director since 2021 and chairs the Compensation & Human Capital Committee. Ms. Severin is the Chief Executive Officer of Broadpath Talent Advisors, LLC, a New York limited liability company providing executive recruitment and human capital advisory services. The Compensation & Human Capital Committee charter restatement will address the committee's role in succession planning, executive compensation clawback policies, and human capital strategy oversight, areas in which Ms. Severin's professional expertise is directly relevant.
A conflict search was conducted against Ms. Severin individually and against Broadpath Talent Advisors, LLC.
C&H Database Result: No prior representations of Claudia M. Severin (search terms: "Claudia Severin," "C. Severin," "Claudia M. Severin"). No adverse matters. No prior or current representations of Broadpath Talent Advisors, LLC (search terms: "Broadpath Talent," "Broadpath Advisors," "BTA LLC"). No adverse matters. CLEARED.
8. Jonathan K. Whitmore — Chair, Investment Committee. Mr. Whitmore, age 67, has served as an independent director since 2016 and chairs the Investment Committee. Mr. Whitmore is a former Chief Investment Officer of Highgate Asset Management, a registered investment adviser. The Investment Committee charter restatement will address the committee's oversight of QIH's consolidated investment portfolio (approximately $12.3 billion as of December 31, 2024), investment policy compliance, and coordination with the Risk Committee on investment-related risk exposures.
A conflict search was conducted against Mr. Whitmore individually and against Highgate Asset Management.
C&H Database Result: No prior representations of Jonathan K. Whitmore (search terms: "Jonathan Whitmore," "J. Whitmore," "J.K. Whitmore"). No adverse matters. No prior or current representations of or adverse matters involving Highgate Asset Management (search terms: "Highgate Asset," "Highgate Management," "HAM"). CLEARED.
9. Priya Narasimhan — Director; Proposed Chair, Technology & Cybersecurity Oversight Committee. Ms. Narasimhan, age 49, has served as an independent director since 2023. She is the Chief Executive Officer of Tessera Fintech Corp., a Delaware corporation operating in the financial technology sector. Ms. Narasimhan has been proposed by the Nominating & Corporate Governance Committee to serve as the inaugural Chair of the new Technology & Cybersecurity Oversight Committee, given her deep expertise in financial technology and cybersecurity risk management. Her leadership of the new committee will make her a key stakeholder in the charter drafting process.
A conflict search was conducted against Ms. Narasimhan individually and against Tessera Fintech Corp.
C&H Database Result: No prior representations of Priya Narasimhan (search terms: "Priya Narasimhan," "P. Narasimhan"). No adverse matters. No prior or current representations of or adverse matters involving Tessera Fintech Corp. (search terms: "Tessera Fintech," "Tessera Corp," "TFC"). CLEARED.
10. Victor L. Andrade — Director. Mr. Andrade, age 60, has served as an independent director since 2018. He is a retired Executive Vice President of Federated Mutual Insurance Holdings, where he had responsibility for corporate strategy and business development. Mr. Andrade's extensive insurance industry experience provides the Board with valuable perspective on governance best practices for insurance holding company systems.
A conflict search was conducted against Mr. Andrade individually and against Federated Mutual Insurance Holdings.
C&H Database Result: No prior representations of Victor L. Andrade (search terms: "Victor Andrade," "V. Andrade," "Victor L. Andrade"). No adverse matters. No prior or current representations of or adverse matters involving Federated Mutual Insurance Holdings (search terms: "Federated Mutual Insurance," "Federated Mutual Holdings," "FMIH"). CLEARED.
11. Susan B. Trautman — Director. Ms. Trautman, age 54, has served as an independent director since 2022. She is a Managing Director at Ridgeview Capital Partners, where she leads the firm's financial services investment practice. The Nominating & Corporate Governance Committee has determined that Ms. Trautman satisfies the independence requirements of the NYSE Listed Company Manual and QIH's Corporate Governance Guidelines notwithstanding her role at an investment firm.
A conflict search was conducted against Ms. Trautman individually and against Ridgeview Capital Partners.
Important Note Regarding Naming Similarity: Ridgeview Capital Partners is a separate and distinct entity from Veltrano Institutional Partners, LP, which is a significant institutional shareholder of QIH discussed in Section VI.A below. A careful review of publicly available information, including SEC filings, FINRA BrokerCheck records, and corporate registration databases, confirms that Ridgeview Capital Partners and Veltrano Institutional Partners, LP are not affiliated and have no common ownership or management. Ms. Trautman has no personal or professional affiliation with Veltrano Institutional Partners, LP.
C&H Database Result: No prior representations of Susan B. Trautman (search terms: "Susan Trautman," "S. Trautman," "Susan B. Trautman"). No adverse matters. No prior or current representations of or adverse matters involving Ridgeview Capital Partners (search terms: "Ridgeview Capital," "Ridgeview Partners," "RCP"). CLEARED.
V. Key Management (Non-Board)
A conflict search was conducted against the following senior QIH officers who are not members of the Board of Directors but who will serve as primary points of contact or otherwise have significant involvement in the proposed engagement.
A. Dennis R. Okonkwo — General Counsel & Corporate Secretary
Mr. Okonkwo serves as QIH's General Counsel and Corporate Secretary. He will serve as the primary client contact for the engagement and will coordinate the flow of information, documents, and approvals between C&H and the QIH Board and management team. All substantive work product will be delivered to and through Mr. Okonkwo's office, and he will have primary responsibility for managing the internal review process for the revised governance documents.
C&H Database Result: A search was conducted for "Dennis R. Okonkwo," "Dennis Okonkwo," and "D. Okonkwo." No prior representations of Mr. Okonkwo in any individual or representative capacity. No adverse matters. CLEARED.
B. Patricia Sung-Hee Lam — Chief Financial Officer
Ms. Lam serves as QIH's Chief Financial Officer and is expected to provide input on certain financial aspects of the DOA Matrix overhaul, including financial authority thresholds for capital expenditures, investment transactions, and intercompany transactions.
C&H Database Result: A search was conducted for "Patricia Sung-Hee Lam," "Patricia Lam," and "P. Lam." No prior representations. No adverse matters. CLEARED.
C. Ivan D. Pruett — Chief Compliance Officer
Mr. Pruett serves as QIH's Chief Compliance Officer and is expected to be involved in the engagement in his capacity as the officer responsible for coordinating with Broadleaf Insurance Regulatory Consultants, LLC on the state insurance regulatory implications of the revised authority delegations.
C&H Database Result: A search was conducted for "Ivan D. Pruett," "Ivan Pruett," and "I. Pruett." No prior representations. No adverse matters. CLEARED.
D. Renata M. Vásquez — Chief Audit Executive
Ms. Vásquez serves as QIH's Chief Audit Executive and is expected to be involved in the engagement given the relationship between the governance overhaul project and the observations set forth in the FY 2024 audit management letter issued by Garrett & Whitfield LLP. Ms. Vásquez's internal audit team will play a role in validating that the revised DOA Matrix and committee charters address the management letter observations.
C&H Database Result: A search was conducted for "Renata M. Vásquez," "Renata Vasquez," "R. Vásquez," and "R. Vasquez." No prior representations. No adverse matters. CLEARED.
VI. Significant Institutional Shareholders
A conflict search was conducted against the institutional shareholders with known material ownership positions in QIH common stock. These shareholders were identified from QIH's most recent proxy statement on Schedule 14A (filed April 4, 2025) and from information provided by QIH's General Counsel regarding shareholder engagement activities relevant to the governance overhaul project.
A. Veltrano Institutional Partners, LP
Relevance to Engagement: Veltrano Institutional Partners, LP ("Veltrano") is QIH's largest institutional shareholder. In a letter dated June 18, 2025, addressed to Lead Independent Director Arthur J. Pennington, Veltrano urged the QIH Board to undertake an enhanced governance documentation and disclosure initiative. The letter identified several areas of concern, including what Veltrano characterized as outdated committee charters that did not adequately reflect current governance best practices and regulatory expectations, the absence of a formal board-level committee charter dedicated to technology and cybersecurity oversight, and a lack of public disclosure regarding the Board's authority delegation framework. The Veltrano letter was one of the principal catalysts for the governance overhaul project that constitutes the proposed engagement.
Although Veltrano's advocacy was a triggering event for the engagement, the proposed engagement involves C&H's representation of QIH (the issuer), not Veltrano (the shareholder). C&H will not be representing Veltrano in any capacity, and the governance overhaul is being undertaken at the direction of the QIH Board and management, not at the direction of or on behalf of Veltrano.
C&H Database Result: A search was conducted for "Veltrano Institutional Partners," "Veltrano Institutional," "Veltrano Partners," and "RIP LP." The search revealed the following:
• No current client relationship. C&H does not currently represent Veltrano Institutional Partners, LP, any of its affiliated funds, or its general partner in any matter.
• No adverse representations. C&H has not represented any party adverse to Veltrano in any pending or recent matter.
• Prior related representation (closed). The search identified a single prior engagement in which C&H represented a portfolio company of a Veltrano-affiliated fund in an unrelated regulatory matter. The matter, which involved a routine state regulatory filing for a portfolio company in the healthcare sector, was opened in 2021 and closed in 2022 upon completion of the filing. C&H's client in that matter was the portfolio company itself, not Veltrano Institutional Partners, LP or any Veltrano fund. The matter is fully concluded, all attorney-client obligations have been satisfied, and no continuing duty of any kind runs to Veltrano or the portfolio company. No confidential information obtained in that prior engagement is relevant to or could be used in connection with the proposed QIH engagement.
Analysis: The prior portfolio company representation does not give rise to a conflict of interest under New York Rule of Professional Conduct 1.9 (former-client conflicts) because (a) Veltrano itself was never the client, (b) the matter is fully concluded, (c) there is no substantial relationship between the prior matter and the proposed QIH engagement, and (d) no confidential information obtained in the prior matter could be used to the disadvantage of any party. No waiver or consent is required.
CLEARED.
B. Westbrook Fiduciary Trust Company
Relevance to Engagement: Westbrook Fiduciary Trust Company ("Westbrook") has expressed informal support for the committee charter overhaul through engagement with QIH's investor relations team. Westbrook's support was communicated informally and does not involve any formal shareholder proposal, shareholder letter, or other written demand. Westbrook is not a party to the proposed engagement and C&H will not be representing or communicating directly with Westbrook in connection with the engagement.
C&H Database Result: A search was conducted for "Westbrook Fiduciary Trust," "Westbrook Trust," "Westbrook Fiduciary," and "WFTC." No prior or current representations of Westbrook Fiduciary Trust Company in any capacity. No adverse matters. CLEARED.
VII. Third-Party Advisors and Service Providers
A conflict search was conducted against all firms and individuals known to be involved in or otherwise related to the governance overhaul project. These parties were identified through information provided by QIH's General Counsel and through a review of publicly available QIH filings and disclosures.
A. Prescott, Henley & Gage LLP (Historical Outside Corporate Counsel)
Background and Relevance: Prescott, Henley & Gage LLP ("PHG") has served as QIH's primary outside corporate counsel since QIH's formation in 2009. PHG drafted the original board committee charters in 2016 and has provided ongoing corporate governance advice to QIH over the years. PHG is not engaged for the current governance overhaul project; however, QIH's General Counsel has indicated that PHG has been consulted informally on historical context and may provide background materials and institutional knowledge to C&H during the engagement. The decision to retain C&H rather than PHG for the current project was made by QIH's Board based on a desire to obtain fresh, independent perspective on the governance architecture.
Analysis: PHG is not a party adverse to C&H or the Client. PHG's limited role in providing historical context to support the current engagement does not create a competitive conflict, a duty-of-loyalty concern, or any other conflict of interest. There is no indication that C&H and PHG will have any adversarial interactions in connection with the engagement. C&H and PHG have served as co-counsel on unrelated matters in the past, and the professional relationship between the two firms is collegial and constructive.
C&H Database Result: A search was conducted for "Prescott, Henley & Gage," "Prescott Henley Gage," "PHG LLP," and "Marissa Tavares." No current adverse matters involving PHG. C&H and PHG have been co-counsel on unrelated matters (none involving QIH or any related party). No conflict identified. CLEARED.
B. Garrett & Whitfield LLP (Independent Auditor)
Background and Relevance: Garrett & Whitfield LLP ("G&W") serves as QIH's independent registered public accounting firm and issued the audit report on QIH's consolidated financial statements for FY 2024. In connection with the FY 2024 audit, G&W issued a management letter dated March 14, 2025, which identified three observations that partially triggered the current governance overhaul project:
(1) Inconsistent Dollar Thresholds. Inconsistencies between the dollar thresholds set forth in the parent-level DOA Matrix and the subsidiary-level authority frameworks, creating ambiguity regarding the appropriate level of management approval for certain categories of transactions.
(2) Absence of Formal Technology Committee Charter. The absence of a formal Technology & Information Security Committee charter at the Board level, notwithstanding the growing significance of QIH's technology operations through its Vantage subsidiary and the increasing importance of cybersecurity risk management.
(3) Lone Star Specialty Claims-Settlement Authorities. Certain claims-settlement authorities exercised by management of Lone Star Specialty Insurance Company that exceeded the thresholds set forth in the board-approved DOA Matrix without documented Board or committee ratification, raising questions about the adequacy of the delegation framework and the monitoring of compliance with delegated authorities.
These observations, while not constituting material weaknesses or significant deficiencies for purposes of the audit, were identified as governance matters warranting Board attention and remediation. The G&W management letter, together with the Veltrano shareholder letter and the Apex benchmarking analysis (discussed below), formed the evidentiary basis for the Board's decision to undertake the comprehensive governance overhaul.
G&W's role in the proposed engagement is limited to having provided the management letter observations that inform the scope of the governance overhaul. C&H does not anticipate direct interaction with G&W during the engagement, although QIH's Chief Audit Executive may coordinate certain aspects of the DOA Matrix reconciliation with G&W's audit team.
C&H Database Result: A search was conducted for "Garrett & Whitfield," "Garrett Whitfield LLP," "G&W LLP," and "Roland Brewer." No current adverse matters involving G&W. No prior representations of G&W. CLEARED.
C. Apex Proxy Advisors, Inc. (Governance Benchmarking Consultant)
Background and Relevance: Apex Proxy Advisors, Inc. ("Apex") was retained by QIH's investor relations team in the second quarter of 2025 to provide a governance benchmarking analysis comparing QIH's governance practices, committee structures, and disclosure practices against a peer group of 14 publicly traded insurance holding companies. The Apex report, delivered on June 30, 2025, identified several areas in which QIH's governance documentation lagged behind peer-group median practices, including the absence of a dedicated technology oversight committee, the lack of a publicly disclosed DOA Matrix summary, and certain charter provisions that had not been updated to reflect recent regulatory and stock exchange rule changes. The Apex report served as a third key input (alongside the Veltrano letter and the G&W management letter) informing the Board's decision to proceed with the governance overhaul.
Apex's engagement with QIH has been completed and its deliverable has been submitted. C&H does not anticipate interacting directly with Apex during the proposed engagement, although the Apex benchmarking report will be reviewed as a reference document.
C&H Database Result: A search was conducted for "Apex Proxy Advisors," "Apex Proxy," "APA Inc.," and "Dana Durneval." No prior or current representations of Apex Proxy Advisors, Inc. No adverse matters. CLEARED.
D. Broadleaf Insurance Regulatory Consultants, LLC (Regulatory Advisor)
Background and Relevance: Broadleaf Insurance Regulatory Consultants, LLC ("Broadleaf") has been retained by QIH's compliance team to advise on the state insurance regulatory implications of the revised authority delegations for the three domiciliary regulators applicable to QIH's regulated insurance subsidiaries: the Connecticut Insurance Department, the Texas Department of Insurance, and the Ohio Department of Insurance. The revised DOA Matrix and committee charters may implicate regulatory holding company act requirements, including Form B and Form D filing obligations under the Insurance Holding Company System Regulatory Act and related model regulations. Broadleaf's regulatory analysis will complement C&H's corporate governance and Delaware law analysis, and the two work streams will need to be coordinated to ensure consistency.
C&H and Broadleaf may interact during the engagement to coordinate the DOA Matrix revisions, but the relationship will be one of parallel advisors to a common client, not an adversarial relationship.
C&H Database Result: A search was conducted for "Broadleaf Insurance Regulatory," "Broadleaf Consultants," "BIRC LLC," and "Harold Emmerich." No prior or current representations of Broadleaf Insurance Regulatory Consultants, LLC. No adverse matters. CLEARED.
E. Pinnacle Transfer Services, Inc. (Transfer Agent & Registrar)
Background and Relevance: Pinnacle Transfer Services, Inc. serves as the transfer agent and registrar for QIH's common stock. While the transfer agent relationship is not directly implicated by the governance overhaul project, Pinnacle was searched as a matter of completeness given its role as a service provider to the Client.
C&H Database Result: A search was conducted for "Pinnacle Transfer Services," "Pinnacle Transfer," and "PTS Inc." No prior or current representations. No adverse matters. CLEARED.
F. Capitol Registered Agents, Inc. (Delaware Registered Agent)
Background and Relevance: Capitol Registered Agents, Inc. serves as QIH's registered agent in Delaware, the state of incorporation. As with the transfer agent, this entity is not directly implicated by the governance overhaul project but was searched for completeness.
C&H Database Result: A search was conducted for "Capitol Registered Agents," "Capitol Agents," and "CRA Inc." No prior or current representations. No adverse matters. CLEARED.
VIII. Engagement Team Self-Check
In accordance with C&H's Conflict of Interest Policies and Procedures, each member of the proposed engagement team has confirmed the following:
Financial Interests. Each member of the engagement team — Elaine Forsythe, Howard Bellamy, Natasha Forbes, and Eric Johannsen — has confirmed that he or she does not hold, and has not held at any time during the preceding twelve (12) months, any direct or indirect financial interest in QIH common stock (NYSE: QIHC), any QIH subsidiary or affiliate, or any other entity identified in this conflict check memorandum. This confirmation encompasses stock ownership, options, warrants, convertible securities, partnership interests, and any other form of equity or debt interest, whether held individually, jointly with a spouse or domestic partner, in trust, or through a managed account over which the team member exercises investment discretion.
Family Relationships. Each member of the engagement team has confirmed that no immediate family member (as defined in C&H's Conflict of Interest Policies and Procedures, which includes spouses, domestic partners, parents, siblings, children, and in-laws) is currently employed by, serves on the board of directors of, or provides services to QIH, any QIH subsidiary or affiliate, or any other entity identified in this conflict check memorandum.
Personal and Professional Relationships. Each member of the engagement team has confirmed that he or she does not have any prior personal or professional relationship with any QIH director, officer, key management member, or identified third party that would create a conflict of interest or an appearance of impropriety. This includes social relationships, law school or other educational connections, prior employment at or with any identified entity, and service on any common boards, committees, or professional organizations in a capacity that could reasonably be perceived as creating a conflict.
Practice Group Assignment. The engagement is staffed from two C&H practice groups: the Capital Markets Practice Group (Forbes, Johannsen) and the Antitrust & Competition Practice Group (Forsythe, Bellamy), with the Antitrust & Competition partners providing supervisory oversight. Inquiries were directed to the practice group heads of both the Capital Markets Practice Group and the Antitrust & Competition Practice Group to confirm that neither practice group has any pending or recently concluded adversarial matter involving any party identified in this conflict check memorandum. Both practice group heads have confirmed that no such matters exist.
Individual financial interest certifications signed by each engagement team member are attached as Appendix B.
Result: CLEARED.
IX. Search Methodology
The conflict search was conducted using the following methodology:
A. Database Searched
The search was conducted in C&H's firm-wide conflict-of-interest management system, which is the Firm's centralized database of all current and historical client and matter information, adverse party information, and related-party data. The database was current as of September 3, 2025, the date on which the searches were executed.
B. Search Terms
The following search terms were used, individually and in combination, to search both the client-side and adverse-party-side records in the database:
• Entity Names (Full and Short): Quorum Insurance Holdings Corp.; Quorum Insurance Holdings; Quorum Insurance; QIH; QIHC; Quorum Property & Casualty Insurance Company; Quorum P&C; Lone Star Specialty Insurance Company; Lone Star Specialty; Great Lakes Surety & Indemnity Co.; Great Lakes Surety; Quorum MGA Services, LLC; Quorum MGA; Vantage Digital Insurance Solutions, Inc.; Vantage Digital; Vantage Insurance; Veltrano Institutional Partners, LP; Veltrano Institutional; Veltrano Partners; RIP LP; Westbrook Fiduciary Trust Company; Westbrook Trust; Westbrook Fiduciary; WFTC; Prescott, Henley & Gage LLP; Prescott Henley Gage; PHG LLP; Garrett & Whitfield LLP; Garrett Whitfield; G&W LLP; Apex Proxy Advisors, Inc.; Apex Proxy; APA Inc.; Broadleaf Insurance Regulatory Consultants, LLC; Broadleaf Consultants; BIRC LLC; Pinnacle Transfer Services, Inc.; Pinnacle Transfer; PTS Inc.; Capitol Registered Agents, Inc.; Capitol Agents; CRA Inc.; Mercer-Bexley Advisory Partners; Mercer Bexley Advisory; MBAP; Pinehurst Financial Group, Inc.; Pinehurst Financial; PFG Inc.; Broadpath Talent Advisors, LLC; Broadpath Talent; BTA LLC; Highgate Asset Management; Highgate Management; HAM; Tessera Fintech Corp.; Tessera Corp; TFC; Federated Mutual Insurance Holdings; Federated Mutual Holdings; FMIH; Ridgeview Capital Partners; Ridgeview Partners; RCP.
• Individual Names: Margaret A. Calloway; Margaret Calloway; M. Calloway; Dexter W. Ng; Dexter Ng; D.W. Ng; Camille R. DuPont; Camille DuPont; C. DuPont; Arthur J. Pennington; Arthur Pennington; A. Pennington; Lilian Fong-Archer; Lilian Fong Archer; L. Fong-Archer; Raymond T. Huerta; Raymond Huerta; R. Huerta; Claudia M. Severin; Claudia Severin; C. Severin; Jonathan K. Whitmore; Jonathan Whitmore; J. Whitmore; J.K. Whitmore; Priya Narasimhan; P. Narasimhan; Victor L. Andrade; Victor Andrade; V. Andrade; Susan B. Trautman; Susan Trautman; S. Trautman; Dennis R. Okonkwo; Dennis Okonkwo; D. Okonkwo; Patricia Sung-Hee Lam; Patricia Lam; P. Lam; Ivan D. Pruett; Ivan Pruett; I. Pruett; Renata M. Vásquez; Renata Vasquez; R. Vásquez; R. Vasquez; Terrence Blackwood; Terry Blackwood; Elisa N. Fujimoto; Elisa Fujimoto; Marissa L. Tavares; Marissa Tavares; Roland S. Brewer; Roland Brewer; Dana Durneval; Harold J. Emmerich; Harold Emmerich.
• Identifiers: NAIC Company Codes 38472, 41359, and 29814; EIN 27-4831956; Delaware File Number 4927361; NYSE ticker QIHC.
C. Time Frame
The search covered all matters from C&H's firm inception to the present, including both active and closed matters.
D. Scope. The search encompassed:
• Client-side representations (matters in which the searched party was C&H's client);
• Adverse-party-side representations (matters in which the searched party was adverse to C&H's client);
• Co-counsel relationships (matters in which C&H served alongside or in coordination with the searched party);
• Referral relationships; and
• Any other matter records in which the searched party's name appeared.
E. Supplemental Inquiries
The database search was supplemented by the following manual inquiries:
• An email inquiry to the head of the Antitrust & Competition Practice Group (dated September 3, 2025), requesting confirmation of any pending or recently concluded matters involving any searched party. Response received September 3, 2025: no matters identified.
• An email inquiry to the head of the Capital Markets Practice Group (dated September 3, 2025), requesting the same confirmation. Response received September 4, 2025: no matters identified.
• A review of publicly available information (SEC filings, court records, news articles) to identify any potential issues not captured by the internal database search.
X. Conclusion and Recommendation
Based on the comprehensive conflict search described in this memorandum, no disqualifying conflicts of interest have been identified with respect to any entity or individual searched in connection with the proposed engagement with Quorum Insurance Holdings Corp.
Specific Note Regarding Prior Veltrano-Related Representation
As discussed in Section VI.A above, the conflict search identified a single prior engagement in which C&H represented a portfolio company of a Veltrano Institutional Partners-affiliated fund in an unrelated regulatory matter. That matter was opened in 2021, closed in 2022, and is fully concluded. C&H's client in that prior matter was the portfolio company, not Veltrano or any Veltrano fund. The proposed engagement with QIH does not involve the direct representation of or against Veltrano Institutional Partners, LP. There is no substantial relationship between the prior matter and the proposed engagement, and no confidential information obtained in the prior matter is relevant to the proposed engagement. Accordingly, the prior representation does not give rise to a conflict under New York Rule of Professional Conduct 1.9 or Delaware Lawyers' Rule of Professional Conduct 1.9, and no waiver or consent from any party is required.
Recommendation. Based on the foregoing analysis, it is my recommendation that the proposed engagement with Quorum Insurance Holdings Corp. (Engagement No. 1025-00005) may proceed without further conflict clearance. The engagement team is free to execute the engagement letter and commence work.
Ongoing Obligation. If, at any time during the engagement, new parties or adverse interests emerge that were not identified and searched as part of this conflict check, a supplemental conflict search must be conducted promptly and the results documented in an addendum to this memorandum. This includes, without limitation, the identification of new adverse parties, the retention of additional third-party advisors, changes to the composition of the QIH Board of Directors or senior management, or the identification of significant shareholders not previously searched. All members of the engagement team are reminded of their continuing obligation under C&H's Conflict of Interest Policies and Procedures to promptly report any potential conflict or appearance of conflict that comes to their attention.
XI. Approval
Prepared by:
________________________________________
Eric Johannsen Working Associate Calderwood & Harkness LLP
Date: September 4, 2025
Reviewed and Approved by:
________________________________________
Elaine Forsythe Responsible Partner Calderwood & Harkness LLP
Date: September 5, 2025
Copy to:
• Howard Bellamy, Billing Partner
• C&H General Counsel's Office (conflicts file)
APPENDIX A — Summary of Conflict Search Results
The following table summarizes the conflict search results for all entities and individuals searched in connection with the proposed engagement. A total of forty-one (41) entries were searched. All entries are marked CLEARED.