Francis Ebong
ARCH CAPITAL GROUPAbout Francis Ebong
Francis Ebong, age 44, is a Class I independent director of Arch Capital Group Ltd. (ACGL), serving since August 2021 with a current term expiring in 2026 . He is Chief Service Experience Officer at PayPal, with prior senior roles at X (Alphabet), Facebook (Director of Global Operations & Partnerships, 2015–2017), Postmates, Apple, and Deloitte; he is a U.S. Navy veteran with a B.S. in General Science from the U.S. Naval Academy and an MBA from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| X (Alphabet) | Managing Director, Program Management | Not disclosed | Led efforts to launch technologies with global impact |
| Director of Global Operations & Partnerships | 2015–2017 | Led launches including Facebook Live, Marketplace, Messenger | |
| Postmates | Head of Operations | Not disclosed | Operations leadership |
| Apple | Operations (not specified) | Not disclosed | Technology/operations experience |
| Deloitte | Role not specified | Not disclosed | Professional services background |
| Turtle Capital, LLC | Managing Director | Disclosed in 2024 proxy | Investment/management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PayPal | Chief Service Experience Officer | Current (as of 2025 proxy) | Focus on AI and automation in customer support |
Board Governance
- Independence: The Board concluded Ebong is independent under Nasdaq rules; 11 non-employee directors (including the Chair) are independent .
- Committees: Audit; Compensation and Human Capital; Nominating and Governance; no chair roles attributed to Ebong .
- Attendance: The Board held six meetings in 2024; each director attended 75% or more of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (5 meetings), Compensation & Human Capital (9), Nominating & Governance (6); Executive Committee did not meet; Finance, Investment & Risk (4); Underwriting Oversight (4) .
- Board structure: Classified board maintained to promote continuity; Chair is an independent director; no lead independent director deemed necessary .
Committee Membership (2024)
| Committee | Member? | Meetings Held (2024) |
|---|---|---|
| Audit | Yes | 5 |
| Compensation and Human Capital | Yes | 9 |
| Nominating and Governance | Yes | 6 |
Fixed Compensation
- Annual cash retainer for non-employee directors: $125,000; option to take in common shares at grant-date fair value .
- 2024 committee and chair fee schedule (additive to retainer): Audit Chair $50,000; Audit Member $25,000; Chair of the Board $125,000; Compensation Chair $25,000; Executive Chair $10,000; Finance Chair $25,000; Nominating Chair $25,000; Underwriting Oversight Chair $50,000 .
- Ebong elected to receive his annual retainer in 1,254 common shares for the 2023–2024 period .
2024 Director Compensation (Ebong)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $150,015 |
| Share Awards (Grant-date fair value) | $144,962 |
| All Other Compensation (Matching gifts) | $20,951 |
| Total | $315,928 |
Director Fee Schedule (Applicable to all non-employee directors)
| Role | Annual Fee (USD) |
|---|---|
| Annual Retainer | $125,000 |
| Audit Committee Chair | $50,000 |
| Audit Committee Member | $25,000 |
| Chair of the Board | $125,000 |
| Compensation & Human Capital Committee Chair | $25,000 |
| Executive Committee Chair | $10,000 |
| Finance, Investment & Risk Committee Chair | $25,000 |
| Nominating & Governance Committee Chair | $25,000 |
| Underwriting Oversight Committee Chair | $50,000 |
Performance Compensation
- Annual director equity: Restricted shares equal to $145,000 divided by share price on grant date; vests one year from grant .
- Non-employee directors do not currently receive stock options or performance shares; equity awards are time-based .
2024 Equity Award Details (Ebong)
| Grant Type | Grant Date | Shares Granted | Vesting Date | Grant-Date Fair Value |
|---|---|---|---|---|
| Restricted Common Shares (Annual grant) | May 9, 2024 | 1,455 | May 9, 2025 | $144,962 |
Other Directorships & Interlocks
- No other public company directorships disclosed for Ebong in ACGL’s proxy; biography highlights operating roles rather than external board seats .
Expertise & Qualifications
- Technology and operations leader with deep experience in AI, automation, and global product launches (FB Live, Marketplace, Messenger) .
- Education: B.S. General Science (U.S. Naval Academy); MBA (George Washington University) .
- Veteran of the U.S. Navy; brings technology management skills and operational experience valued by the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Common Shares (as of Mar 13, 2024) | 6,534 (direct) |
| Percent of Outstanding | <1% (“*” per proxy) |
| Unvested Director Share Awards Outstanding (as of Dec 31, 2024) | 1,455 common shares |
| Pledging/Hedging | Hedging prohibited; directors must meet ownership guidelines and retain 50% of net shares until compliant; directors do not currently hold performance shares or options |
Ownership Alignment Policies
- Stock ownership guideline: At least 5x annual cash retainer within five years of appointment; each director is compliant or expected to become compliant within the timeframe .
- Holding requirement: Retain 50% of net shares until guideline met; no hedging permitted; options/performance shares not currently applicable to non-employee directors .
Governance Assessment
- Board effectiveness: Ebong participates on three key committees (Audit; Compensation & Human Capital; Nominating & Governance), aligning his technology and operational expertise with financial oversight, human capital, and governance processes; committee cadence indicates active engagement (5/9/6 meetings in 2024) .
- Independence and conflicts: The Board affirmed Ebong’s independence under Nasdaq rules; the proxy’s related-party review highlighted a non-profit contribution related to a different director (Goodman) and did not disclose transactions involving Ebong—supportive of independence and low conflict risk .
- Attendance: Minimum 75%+ attendance standard met by all directors in 2024, and all then-current directors attended the annual meeting—indicative of engagement; committee schedules further reflect active oversight .
- Compensation alignment: Director pay mix combines fixed cash/fees with time-based restricted share grants ($145k annually), plus optional share settlement of the retainer (Ebong elected 1,254 shares), reinforcing alignment without performance-linked metrics or options—consistent with good-practice director pay .
- Compensation governance: Independent Compensation & Human Capital Committee engages independent consultants (Meridian through June 2024; Pay Governance from July 2024), with no other services or conflicts noted; peer group refreshed (removed First American and Selective; added Chubb) .
- Shareholder signals: Strong say-on-pay support (95.3% in 2024; 93.9–95.1% over 2020–2023), suggesting investor confidence in compensation and governance frameworks .
Say-on-Pay Results (Historical)
| Year | Approval % |
|---|---|
| 2020 | 94.6% |
| 2021 | 95.1% |
| 2022 | 94.6% |
| 2023 | 93.9% |
| 2024 | 95.3% |
RED FLAGS
- Related-party transactions: None disclosed involving Ebong; Board independence review did not identify Ebong-related transactions .
- Hedging/pledging: Hedging prohibited; pledge limits in place; no Ebong pledging disclosed; ownership is immaterial (<1%) but equity grants and policy-driven accumulation support alignment .
- Attendance: No low-attendance flags; Board-wide minimum met in 2024 .
- Option repricing/tax gross-ups: Company policies prohibit option repricing; no tax gross-ups for executive officers; while directed at executives, these practices reflect broader governance quality .