John L. Bunce, Jr.
ARCH CAPITAL GROUPAbout John L. Bunce, Jr.
John L. Bunce, Jr. (age 66) is a long-tenured independent director of Arch Capital Group Ltd. (ACGL), serving since November 2001. He is Managing Director and Founder of Greyhawk Capital Management, LLC and Steel Box, LLC, and serves on several private company boards and as an Overseer of the Hoover Institution. He holds an A.B. from Stanford University and an MBA from Harvard Business School, with core credentials in corporate finance and investment oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Capital Group Ltd. | Director (Class III) | Nov 2001–present | Executive Committee; Finance, Investment & Risk Committee; Chair, Nominating & Governance Committee. Long-tenured board oversight, succession planning leadership . |
| Greyhawk Capital Management, LLC | Managing Director & Founder | Not disclosed | Investment management; corporate finance expertise . |
| Steel Box, LLC | Managing Director & Founder | Not disclosed | Investment management; corporate finance expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoover Institution | Overseer | Not disclosed | External public policy and governance exposure; network and policy insight . |
| Various private/public companies | Director (historical) | Not disclosed | Not specifically named in proxy; general investment and oversight experience . |
Board Governance
- Independence: The board determined Bunce is independent under Nasdaq standards; ACGL’s Audit, Compensation & Human Capital, and Nominating & Governance committees are entirely independent .
- Committee assignments: Executive Committee; Finance, Investment & Risk Committee; Chair, Nominating & Governance (oversees CEO succession, corporate governance, and sustainability reporting) .
- Attendance: Board met 6 times 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 with independent Chair (Pasquesi); independent directors meet in executive session without management .
- Overboarding policy: Directors may not serve on more than three other public company boards; proposed new board roles reviewed for capacity conflicts .
Fixed Compensation (Director Compensation)
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $125,000 | $125,000 |
| Fees earned or paid in cash (Bunce) | $150,007 | $150,015 |
| Equity grant (restricted shares) grant-date value | $124,985 | $144,962 |
| All other compensation (Bunce) | $0 | $30,000 (HSR filing fees) |
| Total (Bunce) | $274,992 | $324,977 |
| Chair/Committee fee schedule ($/yr) | Chair of Board: 125,000; Audit Chair: 50,000; Audit Member: 25,000; Compensation & Human Capital Chair: 25,000; Finance, Investment & Risk Chair: 25,000; Nominating & Governance Chair: 25,000; Underwriting Oversight Chair: 50,000; Executive Committee Chair: 10,000 | Same as 2023 |
- Equity grant mechanics: Non-employee directors receive restricted shares equal to $145,000 divided by FMV; vest on the one-year anniversary (e.g., 1,455 shares granted 5/9/2024, vest 5/9/2025) .
- Form of retainer: Bunce elected to receive retainer in common shares (1,254 shares in 2024); similar elections disclosed for 2023 cohort .
Performance Compensation
Directors do not receive performance-based equity (no PSUs or options) or bonus metrics; director equity is time-based restricted shares with one-year vesting . For governance context on pay-for-performance oversight, ACGL executive incentives use the following metrics:
| Metric Design | 2023 | 2024 |
|---|---|---|
| STI Group ROE Target | 13.74% target; payout scale 20% at 85% achievement, 100% at target, 200% at 115% achievement | 13.69% target; payout scale 20% at 85%, 100% at target, 200% at 115% achievement |
| STI Segment ROE Scale | Threshold 7.5% ROE; similar payout scaling, and 10-year unit development framework | Threshold 7.5% ROE; similar payout scaling |
| LTI Performance Shares | TBVPS growth target 11% CAGR over 3 years; max at 16% with +/-25% TSR modifier vs peer group; max 200% payout | ATBVPS growth target 11% CAGR; same TSR modifier; max 200% payout |
| Actual outcomes | 2021–2023 PS cycle paid at 200% (TBVPS + TSR at 100th percentile) | 2022–2024 PS cycle paid at 200% (TBVPS + TSR modifier) |
Other Directorships & Interlocks
- Current public company boards: Not specifically enumerated for Bunce in proxy; statement notes service on numerous public and private company boards historically .
- Interlocks: No compensation committee interlocks disclosed for ACGL; Comp & Human Capital Committee members are independent and no cross-comp interlocks with ACGL executives .
Expertise & Qualifications
- Education: A.B., Stanford University; MBA, Harvard Business School .
- Expertise: Corporate finance, investment management, and broad board oversight across industries .
- Governance skills: Chair, Nominating & Governance; leads CEO succession oversight and board evaluations; quarterly sustainability oversight through the committee .
Equity Ownership
| Metric | 2023 (Record date: 3/13/2024) | 2025 (Record date: 3/12/2025) |
|---|---|---|
| Common shares beneficially owned (Bunce) | 1,554,048 | 1,556,757 |
| % of outstanding | <1% | <1% |
| Pledged shares | Not disclosed for Bunce; company limits pledging and prohibits hedging | |
| Unvested director restricted shares outstanding at year-end | 1,455 shares (typical grant, 2024 cohort) | 1,455 shares for continuing directors; pro-rated for 2024 appointees (for context) |
- Ownership policy: Directors must hold ≥5x annual cash retainer within five years; until met, must retain 50% of net profit shares from equity vesting/exercise. Company prohibits hedging; pledging is limited by policy .
Governance Assessment
- Alignment: Significant personal share ownership (<1% but meaningful absolute holdings), retainer-in-shares election, and one-year restricted share vesting support skin-in-the-game and alignment .
- Effectiveness: As Nominating & Governance Chair, Bunce oversees CEO succession (executed 2024 CEO transition) and board refreshment processes, indicating active engagement in governance fundamentals .
- Independence and attendance: Independent under Nasdaq; attendance thresholds met; executive sessions in place .
- Watch items: Company paid $30,000 HSR filing fees for Bunce (disclosed as “All Other Compensation”). While likely administrative, it is a non-standard director expense and merits monitoring for precedent/perk creep .
- Tenure: ~24 years of service provides institutional knowledge but is long-tenured versus average director tenure (~8.3 years), which some investors may scrutinize for independence perceptions; ongoing board refreshment efforts partly mitigate .
Compensation Committee Analysis
- Composition: Independent directors; nine meetings in 2024, reflecting active oversight .
- Consultants: Transitioned from Meridian (through mid-2024) to Pay Governance (from July 2024); both engaged solely by the committee, with independence affirmed .
- Peer groups: Compensation Peer Group updated in 2024 (added Chubb; removed First American, Selective) to position ACGL at ~61st percentile revenue and ~82nd percentile market cap; separate Performance Peer Group used for TSR modifier .
- Policies: Clawbacks, double-trigger CIC in assumed awards, no hedging, limited pledging, no option repricing or cash exchange of underwater options, no executive tax gross-ups .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2020 | 94.6% |
| 2021 | 95.1% |
| 2022 | 94.6% |
| 2023 | 93.9% |
| 2024 | 95.3% |
- Engagement: Board and management conducted outreach across a significant portion of outstanding shares; feedback broadly positive with no significant concerns raised .
Related Party Transactions (Conflict Screening)
- Premia Holdings/Re: Co-investments by ACGL executives (Papadopoulo 0.625%; Rajeh 0.125%); ACGL provides services and quota share; 2024 net premiums from Premia were immaterial; funds held $137M at YE 2024 .
- Urban Institute contribution ($125k), linked to director Laurie Goodman (non-executive role) .
- BlackRock services ($7.7M fees in 2024); Artisan and Baron group shareholdings noted; Baron funds passive investments by ACGL subsidiaries (~$97M NAV) .
- No Bunce-specific related-party transactions disclosed beyond HSR fee reimbursement .
Equity Ownership & Alignment (Skin-in-the-game)
- Bunce beneficially owns ~1.56M ACGL shares; percentage <1% but notable absolute stake; no pledge disclosure for Bunce; hedging prohibited .
- Director ownership guideline of 5x retainer; company states directors are compliant or within time to comply .
RED FLAGS and Risk Indicators
- Perks/fees: Company-paid HSR filing fees ($30,000) for Bunce—monitor for recurrence and policy consistency .
- Long tenure: ~24 years—potential investor concern on independence; board refreshment and independent Chair structure are mitigating factors .
- No director performance equity: Director pay is time-based equity only; investors may prefer performance linkage, though market practice often uses time-based director equity .
Overall governance signal: Strong independence, attendance, ownership alignment, and active committee leadership, with a watch item on reimbursed regulatory fees and long tenure. High say-on-pay approvals and robust committee processes support investor confidence in board oversight .