John D. Vollaro
ARCH CAPITAL GROUPAbout John D. Vollaro
Arch Capital Group Ltd. Senior Advisor and Class I Director; age 80; with Arch since 2002; director since November 2009; former EVP & CFO of Arch (2002–2009); deep insurance finance/operator background; not independent under Nasdaq rules given his employment status with Arch . Education not disclosed in the proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Capital Group Ltd. | Executive Vice President & Chief Financial Officer; Treasurer | Jan 2002–Mar 2009 (CFO/Treasurer); Senior Advisor since Apr 2009 | Senior financial leadership through growth phase; continued advisory capacity to management |
| W.R. Berkley Corporation | President & COO; Director; EVP; CFO & Treasurer; SVP | President/COO Jan 1996–Mar 2000; Director Sep 1995–Mar 2000; EVP 1991–1993; CFO & Treasurer 1983–1993; SVP 1983–1991 | Led operations and finance; extensive P&C insurance operator experience |
| Signet Star Holdings, Inc. | Chief Executive Officer | Jul 1993–Dec 1995 | Led JV between W.R. Berkley and General Re; reinsurance leadership |
| Insurance industry (consultant) | Independent Consultant | Mar 2000–Dec 2001 | Advisory to insurers; transition prior to Arch role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Vollaro in the 2025 Proxy Statement . |
Board Governance
- Independence: Not independent; Board states that all directors except CEO Nicolas Papadopoulo and John D. Vollaro are independent under Nasdaq rules .
- Committees: Finance, Investment and Risk Committee; Underwriting Oversight Committee; no chair roles .
- Committee activity: Finance, Investment and Risk Committee met 4 times in 2024; Underwriting Oversight Committee met 4 times in 2024 .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Board structure: Classified board; independent Chair (John M. Pasquesi); independent directors hold executive sessions without management .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Base Salary (Senior Advisor) | $250,000 | Per employment agreement |
| Cash Bonus (Senior Advisor) | $250,000 | Determined by Compensation & Human Capital Committee and Board for 2024 |
| Director/Committee Cash Shown as “Fees Earned” | $500,000 | Reflects employee salary+bonus; listed in Director Compensation table footnoted to employment terms |
| All Other Compensation | $69,114 | Includes $41,595 Company contributions to defined contribution plan; plus club dues and tax preparation services (each below de minimis threshold) |
| Total (per Director Compensation table) | $569,114 | Sum of above as reported for 2024 |
- Director equity grants: None granted to Mr. Vollaro for 2024 (Share Awards “—”) .
- Director fee schedule (for context): Non-employee directors receive $125,000 annual retainer; committee chair/member fees per schedule; Chair of Board fee $125,000; not applicable to Mr. Vollaro’s 2024 line item as an employee-director .
Performance Compensation
- Bonus target: Employment agreement sets target annual cash bonus at 100% of base salary; payout at committee discretion; specific performance metrics for Mr. Vollaro’s bonus are not disclosed .
- Clawbacks: Company maintains clawback policy for incentive-based compensation for executive officers; application to Senior Advisor role not specified .
Employment & Contracts
- Term: Continues until terminated by either party with at least six months’ prior written notice (effectively an open-term contract) .
- Severance: If terminated without cause, entitled to base salary and target annual bonus for the period through six months after termination, payable over 12 months (“Severance Amount”) .
- Death/Disability: Severance Amount payable, offset by insurance proceeds, paid promptly upon event; medical coverage continues up to 12 months for disability or termination other than for cause .
- Non-compete: Two years after termination for cause or resignation; one year after termination without cause; non-solicit of employees/customers for two years .
- Travel: Reimbursement for reasonable travel expenses between Bermuda and U.S. .
- Equity eligibility: Eligible for share-based awards at Board discretion .
- Perquisites: Company DC plan contributions; club dues; tax preparation services (de minimis thresholds respected) .
Other Directorships & Interlocks
| Company/Entity | Relationship to ACGL | Nature of Interaction | Relevance |
|---|---|---|---|
| None disclosed | — | — | Mr. Vollaro’s biography lists prior operator roles; no current external public boards are listed, reducing interlock risk profile . |
Company-wide related-party transactions (contextual governance review):
- Investments/transactions with Premia Re, BlackRock, Baron Capital, Vanguard, Conyers; Board reviews independence impacts; none attribute specific involvement to Mr. Vollaro .
Expertise & Qualifications
- Financial expert/operator: Former CFO & Treasurer; President/COO; CEO across insurance/reinsurance entities, bringing deep finance and underwriting oversight skills .
- Arch institutional knowledge: With Arch since 2002; Senior Advisor since 2009; in-depth understanding of Arch operations and risk profile .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John D. Vollaro | 410,999 | <1% | Owned via trusts for which Mr. Vollaro or his spouse serve as trustees; no pledging disclosed for Mr. Vollaro |
| Director ownership guidelines | — | — | Share ownership guidelines apply to non-employee directors (≥5× retainer within 5 years); hedging prohibited; directors must hold net profit shares until guideline met; Mr. Vollaro is an employee-director so guidelines context pertains primarily to non-employee directors . |
Governance Assessment
- Independence and committee placement: Mr. Vollaro is not independent; however, he is not seated on the Audit, Compensation & Human Capital, or Nominating & Governance Committees, which are entirely independent. His roles on Finance, Investment & Risk and Underwriting Oversight leverage his operator and CFO experience, but his employee status may raise perceived conflict concerns for capital allocation and underwriting risk oversight committees. Mitigants include majority independent Board and independent committee compositions for key governance functions .
- Attendance and engagement: Met 75%+ attendance threshold in 2024; attended the annual meeting, supporting baseline engagement expectations .
- Compensation alignment: Cash-heavy compensation as Senior Advisor (base+bonus) with no director share awards in 2024; substantial personal shareholding of 410,999 shares supports alignment but absence of annual director equity grant reduces incremental at-risk exposure relative to non-employee directors. Company-wide hedging ban and share-holding requirements increase alignment overall (primarily for non-employee directors) .
- Employment agreement terms: Severance (6 months of base+target bonus) and non-compete/non-solicit covenants are standard; presence of club dues and tax prep perquisites is modest; no tax gross-ups disclosed for executives, and Company expressly disallows excise tax gross-ups in change-in-control context for executive officers (company-wide policy) .
- RED FLAGS
- Not independent director due to employment, while serving on risk/capital committees; potential for perceived conflicts of interest even though key governance committees remain independent .
- No director equity grant in 2024 for Mr. Vollaro (unlike non-employee directors who received restricted share grants), resulting in less ongoing director-specific equity exposure; alignment relies on existing beneficial ownership rather than fresh annual equity .
- Broader governance signals: Say-on-Pay support at 95.3% in 2024 and consistent >90% since 2020 indicate shareholder confidence in compensation governance; Board maintains proactive refreshment and independent Chair structure, which partially offsets independence concerns related to Mr. Vollaro .
Overall, Mr. Vollaro brings seasoned insurance finance and operating expertise to capital and underwriting oversight, but his employee-director status is a notable governance sensitivity for investors focused on independence. Continuous monitoring of committee decision-making, related-party transactions, and alignment mechanisms is warranted given his dual role .