Daniel J. Houston
ARCH CAPITAL GROUPAbout Daniel J. Houston
Daniel J. Houston (63) is an independent Class II director of Arch Capital Group Ltd., appointed in August 2024 with a term expiring in 2027. He is Executive Chairman of the Principal Financial Group Board of Directors and formerly served as President and CEO; he holds a B.A. from Iowa State University and an honorary doctorate from the same institution. Arch’s Board deems him independent under Nasdaq standards; in 2024 the Board met six times and each director attended at least 75% of Board and committee meetings, with all directors attending the 2024 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal Financial Group | President & COO | 2014 | Senior executive leadership, enterprise oversight |
| Principal Financial Group | President, Retirement & Income Solutions | 2008 | Led retirement business growth |
| Principal Financial Group | Executive Vice President | 2006 | Enterprise leadership |
| Principal Financial Group | Senior Vice President | 2000 | Business unit management |
| Principal Financial Group | President & CEO | Late 2015 (prior to Executive Chairman) | Led Fortune 500 financial services company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal Financial Group | Executive Chairman, Board of Directors | Current | Governance leadership at publicly listed life insurer |
| American Council of Life Insurers | Chair, Tax Committee | Current | Policy influence in life insurance industry |
| Business Roundtable | Member | Current | CEO policy forum participation |
| Fortune CEO Initiative | Member | Current | CEO consortium engagement |
Board Governance
- Independence: Independent director; Arch’s committees (Audit, Compensation & Human Capital, Nominating & Governance) are composed entirely of independent directors .
- Committee assignments: Compensation and Human Capital Committee; Nominating and Governance Committee (effective Sept 5, 2024) .
- Attendance: Board held six meetings in 2024; each director attended ≥75% of Board and any committee meetings; all directors attended the 2024 AGM .
- Leadership structure: Independent Chair (no lead independent director deemed necessary given independent Chair) .
- Executive sessions: Independent directors meet in executive session without management and have regular access to management .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Directors may elect to receive retainer in common shares; many directors elected shares in 2024 . |
| Committee chair fees | $25,000 (Comp & Human Capital); $25,000 (Nominating & Governance); $25,000 (Finance); $50,000 (Underwriting); $50,000 (Audit); $10,000 (Executive); Chair of the Board $125,000 | Houston does not serve as a chair; no chair fees . |
| Equity grant (standard) | $145,000 in restricted shares (vest at 1-year) | Granted annually; shares equal to $145,000/fair market value on grant date . |
| 2024 pro‑rated retainer | $87,245 | Houston elected to receive retainer as 785 common shares valued at $87,143 (joined Aug 27, 2024) . |
| 2024 pro‑rated equity | $101,907 | 918 restricted shares granted Aug 27, 2024; vest May 9, 2025 . |
Performance Compensation
| Element | Details |
|---|---|
| Performance-based awards to directors | None; non‑employee directors receive restricted shares only (no performance shares or options) . |
Other Directorships & Interlocks
- Public company board: Executive Chairman at Principal Financial Group (PFG), a Fortune 500 financial services company .
- Potential interlocks/conflicts: ACGL disclosed no related-party transactions requiring Item 404(a) disclosure for Houston; independence review includes related-party screening; over‑boarding practice limits directors to ≤3 other public company boards (Houston’s disclosed roles comply) .
Expertise & Qualifications
- Deep financial services leadership (retirement, insurance, enterprise operations) and governance experience .
- Policy and industry engagement (ACLI Tax Committee, Business Roundtable, Fortune CEO Initiative) .
- Education: B.A. and honorary doctorate from Iowa State University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 1,703 shares | Less than 1% of outstanding shares . |
| Unvested restricted shares | 918 shares | Granted Aug 27, 2024; vest May 9, 2025 . |
| Retainer taken in shares | 785 shares | Pro‑rated 2024 retainer election (valuation $87,143) . |
| Pledged shares | None disclosed | Arch limits the number/type of shares that can be pledged; no pledge disclosure for Houston . |
| Hedging policy | Prohibited | Directors, officers, employees may not hedge Arch securities (short sales, derivatives) . |
| Ownership guidelines | ≥5× annual cash retainer within five years | Directors must hold shares equal to five times annual retainer; compliance expected within timeframe for newer directors . |
Governance Assessment
- Committee roles align with Houston’s strengths (Compensation & Human Capital; Nominating & Governance), supporting board effectiveness in executive pay oversight, succession planning, governance, and sustainability .
- Independence and attendance are solid; 2024 say‑on‑pay support was 95.3%, consistent with >90% annually since 2020—positive shareholder confidence signal .
- Ownership alignment: Houston elected to receive retainer in shares and holds unvested restricted shares; subject to robust director ownership and holding guidelines, with hedging prohibited—strong alignment mechanisms, though as a new director he is in the build‑up period to reach 5× retainer .
- Consultant independence: Compensation Committee retained Pay Governance (replacing Meridian) in 2024; no conflicts; supports rigorous, independent pay oversight .
RED FLAGS
- None material disclosed: no related-party transactions for Houston; no pledging; no hedging; attendance thresholds met; over‑boarding guardrails in place and observed .
Watch items
- Time commitments: Dual role as Executive Chairman at PFG plus ACGL directorship—monitor workload with Arch’s policy limiting service on >3 other public company boards .
- Ownership guideline progress: As a recent appointee, Houston has five years to reach ≥5× retainer; track annual equity elections and holdings .