Jennifer Centrone

About Jennifer Centrone

Jennifer Centrone, 52, is Executive Vice President and Chief Human Resources Officer (CHRO) at Arch Capital Services LLC (ACGL subsidiary), responsible for leading enterprise talent and culture strategies; she joined Arch in June 2019 and holds a B.A. in English Writing and Literature from Fairfield University . During her tenure, Arch has delivered strong value-creation metrics, including 2024 net income of $4.3B, after-tax operating income of $3.5B, annualized ROE of 22.8%, and Operating ROE of 18.9% amid elevated catastrophe activity . Longer-term, Arch reported 2024 TSR of 30.8% (3-year 118.5%, 5-year 126.4%) and continued book value growth (BVPS $53.11 at 12/31/24, +13% YoY), underscoring a high-performance culture that HR leadership helps sustain .

Past Roles

External Roles

Not disclosed in the company’s proxy statements; no public board/committee roles for Ms. Centrone are listed in ACGL’s 2024 or 2025 proxies .

Fixed Compensation

• Ms. Centrone is not designated a Named Executive Officer (NEO) in the 2024 or 2025 proxies; individual base salary and target bonus levels are not disclosed .
• Company practice for NEOs: base salaries set using market data for role and geography, experience, and scope; reviewed annually and adjusted as appropriate .

Performance Compensation

Company program design (applies to senior executives broadly; the specific payouts disclosed are for NEOs):

• Short-Term Incentive (STI) – Annual Cash Bonus

  • 70% financial metrics (primarily ROE) and 30% strategic goals; 2024 ROE target was 13.69% .
  • For 2024, goal achievement equaled 129.6%, yielding a 200% payout factor at target; CEO paid at 200% of target, other active NEOs averaged 190.3% of target .

• Long-Term Incentive (LTI) – Performance Shares, Stock Options, Restricted Shares

  • Mix for annual awards: 55% performance shares (PSUs), 25% stock options, 20% restricted shares (RS) .
  • Performance shares: three-year performance period, measured by Adjusted Tangible Book Value per Share (ATBVPS) growth, with a relative TSR modifier of ±25%; earned shares vest in March following the period .
  • Stock options: 3-year ratable vesting, 10-year life, exercise price set at or above grant-date close .
  • Restricted shares: 3-year ratable vesting; dividends accrue and pay at vesting .

Performance detail:

Note: In November 2024, ACGL granted special “Outperformance Awards” (premium-priced options and RS) to active NEOs with long vesting/holding and non-compete provisions to reinforce retention; Ms. Centrone is not listed among recipients .

Equity Ownership & Alignment

• Stock ownership guidelines for executives: CEO 6x base salary; NEOs and other Section 16 executives 4x base salary; five years to comply; 50% of net shares from equity awards must be retained until compliant .
• Hedging prohibited for officers, directors and employees; pledging limited (not more than the lesser of 30% of beneficially owned shares or 0.5% of shares outstanding); pledged shares do not count toward ownership guidelines .
• Clawback policy covers all incentive-based compensation for executive officers .
• Individual ownership (shares, options) for Ms. Centrone is not disclosed in the 2024/2025 proxies (ownership tables cover directors and NEOs) .

Employment Terms

• Ms. Centrone’s specific employment agreement terms are not disclosed; ACGL generally uses executive employment agreements for senior leaders. For NEOs, terms include:
  • Double-trigger CIC: unvested equity and options/SARs vest if terminated without cause/for good reason within two years post-change-in-control; no single-trigger vesting .
  • No excise tax gross-ups .
  • Some agreements include six months’ notice and potential “garden leave”; benefits and pro-rated incentives as specified (illustrated in 2024 and 2025 NEO termination scenarios) .
  • Insider Trading Policy in place and executive compensation is subject to clawback .

Performance & Track Record (Context)

• Financial and operating performance (company-level under the period including Ms. Centrone’s tenure):
  • 2024 net income $4.3B; after-tax operating income $3.5B; NPW +16.8%; combined ratio 82.5%; net investment income +45.2% YoY; investable assets $41.4B .
  • BVPS $53.11 at 12/31/24 (+13% YoY; nearly +24% including $5.00 special dividend), 2024 TSR 30.8% .
• Say-on-pay approval: 95.3% in 2024 (consistent +90% since 2020), indicating shareholder support for pay design .
• Compensation Committee practices: fully independent, led by Chair Moira Kilcoyne; held nine meetings in 2024; retained Pay Governance as independent consultant (replacing Meridian) in July 2024 .

Compensation Committee & Peer Benchmarking (Context)

• 2024 Compensation Peer Group (16 companies) used for benchmarking pay and design; Arch targets market-competitive positioning and performance alignment .
• Performance Peer Group (18 companies) used for PSU relative TSR modifier (unchanged from 2023) .

Vesting Schedules and Insider Selling Pressure

• Annual LTI cadence: PSUs have 3-year performance periods with vesting in March following the period; RS and options vest ratably over three years; these create predictable vesting events that may coincide with 10b5-1 plans or open windows (company-wide design; individual grant details for Ms. Centrone not disclosed) .
• Hedging prohibited and pledging limited; executives must meet ownership/holding requirements before selling net shares, which can mitigate near-term selling pressure .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay approval 95.3%; board reports ongoing investor engagement and positive feedback on executive compensation program .

Employment Terms (Severance & Change-in-Control Economics) – Company Framework

Investment Implications

• Alignment: Company-wide ownership guidelines, no-hedging policy, pledging limits, and clawback provisions indicate strong shareholder alignment and prudent risk controls at the executive level (applies to CHRO role) .
• Retention risk: While NEOs received special Outperformance Awards with long vesting/holding and non-compete terms in 2024, Ms. Centrone was not disclosed as a recipient; nonetheless, the standard 3-year LTI design, holding requirements, and share ownership guidelines support retention for senior executives .
• Pay-for-performance: The ROE-driven STI and ATBVPS/TSR-linked PSUs concentrate rewards on value creation; 2024 outcomes (max STI factor; PSU at cap) reflect strong performance tailwinds, which may continue to motivate senior leadership teams adjacent to NEOs (including HR leadership) .
• Trading signals: Without disclosed Form 4s for Ms. Centrone and no ownership data in the proxy, no insider trading signal is identifiable for her; monitor future filings and periodic vesting calendars given 3-year schedules and March PSU vest timing .