Eileen Mallesch
ARCH CAPITAL GROUPAbout Eileen Mallesch
Independent director of Arch Capital Group Ltd. (ACGL), age 69, serving since August 2021 (Class I; term expires 2026). Former CFO with more than 30 years in finance and risk across insurance and financial services; B.S. in Accounting (City University of New York) and CPA (inactive). She is designated an SEC “audit committee financial expert,” reflecting deep financial reporting and risk oversight credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide (Property & Casualty segment) | SVP & Chief Financial Officer | 2005–2009 | Led P&C finance and risk management; senior insurance operating experience |
| Genworth | Chief Financial Officer, Senior Vice President | 2003–2005 | Insurance finance leadership; strategy execution |
| General Electric – Group Insurance & Life Insurance businesses | Chief Financial Officer, Senior Vice President | 2000–2003 | Multi-line insurance finance, operations, controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brighthouse Financial | Director | Current | Public company board; insurance/financial services exposure |
| Fifth Third Bancorp | Director | Current | Public company board; banking/financial services exposure |
| Bob Evans | Director | 2008–2018 | Prior public company board |
| Libbey Inc. | Director | 2016–2020 | Prior public company board |
| State Auto Financial | Director | 2010–2021 | Prior public company board |
Board Governance
| Attribute | Details |
|---|---|
| Committees | Audit Committee (Chair); Underwriting Oversight Committee (member) |
| Independence | Board determined Mallesch is independent under Nasdaq standards |
| Attendance & AGM | Board met 6 times in 2024; each director attended ≥75% of meetings; all then-current directors attended the 2024 AGM |
| Executive Sessions | Independent directors regularly meet in executive session without management |
| Overboarding Policy | ACGL prohibits service on >3 other public company boards; directors must notify before accepting new boards. Mallesch currently serves on two (Brighthouse, Fifth Third), within policy |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid in cash for 2024 (Mallesch elected cash) |
| Audit Committee Chair fee | $50,000 | Standard chair fee schedule |
| Fees earned (total cash) | $175,015 | As reported for 2024 |
| Meeting fees | None disclosed | No per-meeting fees indicated |
| All other compensation | $0 | No matching gifts or other items for Mallesch in 2024 |
| Total 2024 director compensation (cash) | $175,015 | Sum of retainer and chair fees |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Shares (annual) | May 9, 2024 | 1,455 | $144,962 | Vest on May 9, 2025 | Time-based only; directors do not receive performance shares/options under standard director program |
- Director equity grants are delivered annually in restricted shares equal to $145,000 divided by grant-date fair value; Mallesch’s 2024 grant was 1,455 shares vesting in one year. Directors may elect retainer in shares; Mallesch elected cash; no options or performance shares are part of non-employee director compensation.
Other Directorships & Interlocks
- Current public boards: Brighthouse Financial; Fifth Third Bancorp. No ACGL-related party transactions disclosed involving Mallesch or these companies.
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) and Audit Chair, signaling strong oversight of financial reporting, internal controls, and cybersecurity/operational risk (the ACGL Audit Committee oversees IT, business continuity, and data security risks).
- Career CFO across large insurance platforms (Nationwide P&C, Genworth, GE Insurance), with broad finance, risk, and strategy experience. CPA (inactive).
- Insurance sector depth complements ACGL’s diversified specialty insurance, reinsurance, and mortgage platform.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Eileen Mallesch | 10,167 | <1% | Direct beneficial ownership |
| Equity Detail | Status |
|---|---|
| Unvested director shares at 12/31/2024 | 1,455 common shares (vesting 5/9/2025) |
| Pledging/Hedging | Hedging prohibited; company limits pledging; no pledges disclosed for Mallesch |
| Ownership Guidelines | Directors must hold ≥5× annual cash retainer within 5 years; all directors compliant or on track |
| Share-holding requirement | Until guidelines met, must retain 50% of net shares from equity awards |
Governance Assessment
- Strengths: Independent director; Audit Chair and audit financial expert; robust attendance; equity ownership and stringent director ownership/holding requirements; no related-party transactions flagged; independent Compensation & Nominating committees; consistent high say-on-pay support (95.3% in 2024) indicating alignment of pay practices with shareholder expectations. These factors support board effectiveness and investor confidence.
- Potential risks/monitoring items: External board load (two current outside public boards) remains within ACGL’s overboarding limit; continue monitoring for time/attention conflicts, though current status adheres to policy. No red flags noted for pledging/hedging or related-party exposure involving Mallesch. –
- Signals: Audit leadership and financial expert designation, coupled with strong ownership alignment and hard constraints on hedging/pledging, are positive governance signals. Company-wide shareholder support on pay and disciplined risk oversight (Audit Committee covers cyber/operational risk) further enhance board credibility.
Overall: Mallesch’s profile—insurance CFO pedigree, audit chairmanship, independence, and equity alignment—indicates low governance risk and strong board effectiveness for ACGL. Continuous adherence to director ownership/holding and overboarding policies should maintain investor confidence.