Brian S. Posner
ARCH CAPITAL GROUPAbout Brian S. Posner
Brian S. Posner (63) is an independent director of Arch Capital Group Ltd. (ACGL) since November 2010, currently serving as Chair of the Finance, Investment and Risk Committee and as a member of the Compensation and Human Capital Committee; he brings a deep investment management background, including prior leadership roles at ClearBridge Advisors, Warburg Pincus/Credit Suisse Asset Management, and Fidelity. He holds a B.A. from Northwestern University and an MBA from the University of Chicago Booth School of Business, and is described by ACGL as having strong financial expertise and investment skills suited to the financial services industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ClearBridge Advisors, LLC (Legg Mason subsidiary) | President, CEO & Co-Chief Investment Officer | 2005–Mar 2008 | Led asset management firm; executive leadership and investment oversight |
| Hygrove Partners LLC | Co-founder & Managing Member | 2000–2005 | Private investment fund leadership |
| Warburg Pincus AM/Credit Suisse AM | Portfolio Manager/Analyst; Co-CIO & Director of Research | 1997–1999 | Co-led investment process and research |
| Fidelity Investments | Portfolio Manager & Analyst | 1987–1996 | Institutional investment management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Point Rider Group LLC | Managing Member | Current | Consultancy/advisory firm to senior executives, boards, PE investors |
| Point Rider Group (UK) Ltd. | President | Current | UK consultancy/advisory firm |
| Northwestern University | Charter Trustee | Current | Also on Advisory Board at the Center for the Study of Diversity and Democracy |
| Biogen Inc. | Director | Prior | Former public company directorship |
| AQR Funds | Chair | Prior | Former chair of mutual fund complex |
Board Governance
- Independence: The Board determined Posner is independent under Nasdaq rules; ACGL’s Chair (Pasquesi) is also independent, so no Lead Independent Director is designated .
- Committee assignments: Chair, Finance, Investment & Risk Committee; Member, Compensation & Human Capital Committee .
- Committee activity: Finance, Investment & Risk Committee held four meetings in 2024; Compensation & Human Capital Committee held nine meetings (plus informational sessions) .
- Attendance: The Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 AGM .
- Over-boarding control: Board practice prohibits serving on >3 other public company boards; directors must notify before accepting new board seats .
- Executive sessions: Independent directors regularly meet in executive session without management .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| Committee chair fee (Finance, Investment & Risk) | $25,000 | Annual fee for Finance Chair |
| Fees earned or paid in cash (actual) | $150,015 | 2024 total cash fees for Posner |
| Meeting fees | None disclosed | No separate per-meeting fees disclosed |
| All other compensation | $1,000 | Matching gifts under company program |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| Restricted shares (annual director grant) | 2024-05-09 | 1,455 | $144,962 | Time-based; vest on 2025-05-09 |
- Directors do not receive performance-conditioned equity (no PSUs/options for directors); annual grants are time-based restricted shares sized at $145,000 divided by FMV on grant date .
- Director equity accrues dividends to be paid at vesting; minimum vesting applies; clawback and anti-hedging policies cover executives and directors .
Other Directorships & Interlocks
| Company/Entity | Type | Current/Prior | Notes |
|---|---|---|---|
| Biogen Inc. | Public company | Prior | Former director |
| AQR Funds | Mutual fund complex | Prior | Former Chair |
| Northwestern University (Trustee) | Non-profit/academic | Current | Charter Trustee; Advisory Board member |
- Compensation committee interlocks: ACGL discloses no interlocks—no ACGL executive officer served on boards/comp committees of entities where any ACGL director serves as an executive officer .
Expertise & Qualifications
- Financial/investment expertise: Long-tenured institutional investment manager and advisor; former CEO/CIO roles and research leadership in asset management .
- Education: B.A. Northwestern; MBA University of Chicago Booth .
- Sector knowledge: Extensive financial services experience; advisory roles to boards and PE on financial/business services, technology, and biopharma .
Equity Ownership
| Security | Amount | Notes |
|---|---|---|
| Common shares (beneficially owned) | 118,540 | Direct ownership; less than 1% |
| Ownership as % of shares outstanding | ~0.03% | Computed from 118,540 / 375,716,024 shares outstanding as of 2025-03-12 |
| Unvested director restricted shares (as of 2024-12-31) | 1,455 | Annual grant vesting 2025-05-09 |
| Preferred Shares Series F | 3,000 | Non-voting; not convertible |
| Preferred Shares Series G | 4,000 | Non-voting; not convertible |
| Pledged shares | Not disclosed for Posner | Only Pasquesi is disclosed with shares subject to a security agreement; ACGL limits pledging |
| Ownership guidelines | 5x annual cash retainer | Directors must reach 5x retainer within 5 years; all are compliant or on track; 50% net shares retention until compliant; hedging prohibited |
Governance Assessment
- Board effectiveness: Posner’s dual roles—Chair of Finance, Investment & Risk and member of Compensation—position him at the center of capital allocation, risk tolerances, investment policy, and executive pay oversight, supporting robust risk and human capital governance .
- Independence & engagement: Independent status, committee leadership, and documented Board/committee activity indicate active oversight; attendance threshold met; independent-chair structure and executive sessions strengthen governance .
- Alignment & incentives: Director pay follows market-based structure (cash retainer + chair fees + annual restricted shares), with strong ownership and holding requirements and anti-hedging policy, enhancing investor alignment; modest “other compensation” limited to matching gifts .
- Conflicts/related-party exposure: No related-person transactions disclosed for Posner; ACGL maintains formal related-party review procedures; noted transactions involve other directors or large asset managers (Urban Institute/Goodman; BlackRock; Baron; Vanguard), but not Posner .
- Shareholder signals: Say-on-Pay support remained strong (95.3% in 2024), reflecting investor confidence in ACGL’s pay program and oversight—relevant as Posner sits on the Compensation Committee .
RED FLAGS: None disclosed specific to Posner. No hedging, no pledging noted for Posner, no related-party transactions, and interlock risks are explicitly mitigated by policy and disclosures .