John M. Pasquesi
ARCH CAPITAL GROUPAbout John M. Pasquesi
John M. Pasquesi (65) is Chair of the Board of Arch Capital Group Ltd. (ACGL) since September 2019, Lead Director from November 2017–September 2019, and a director since October 2001. He is Managing Member of Otter Capital LLC, a private equity investment firm founded in January 2001. He holds an A.B. from Dartmouth College and an MBA from Stanford Graduate School of Business. His credentials emphasize investment acumen and governance experience overseeing companies across industries, including insurance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Capital Group Ltd. | Director | Since Oct 2001 | Oversight across board committees |
| Arch Capital Group Ltd. | Lead Director | Nov 2017–Sep 2019 | Independent leadership of the board |
| Arch Capital Group Ltd. | Chair of the Board | Since Sep 2019 | Independent Chair; no lead independent director needed given independence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otter Capital LLC | Managing Member | Since Jan 2001 | Private equity investment leadership |
The proxy notes “service on boards of directors of other companies,” without naming specific public directorships .
Board Governance
- Independence: The board lists Pasquesi among 11 independent non‑employee directors; the Chair is independent under Nasdaq standards .
- Committee assignments: Executive Committee (Chair), Finance, Investment and Risk Committee (member), Underwriting Oversight Committee (member) .
- Meetings and attendance: Board held six meetings in 2024; every director attended at least 75% of board and committee meetings; all then-current directors attended the 2024 annual general meeting .
- Executive sessions: Independent directors meet in executive session without management and have regular access to management .
- Shareholder engagement: The Chair’s letter highlights board-led engagement on succession, governance, and compensation .
- Overboarding policy: Directors must pre‑clear new boards; practice prohibits serving on more than three other public company boards .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Directors may elect shares in lieu of cash |
| Chair of the Board fee | $125,000 | In addition to retainer |
| Executive Committee Chair fee | $10,000 | Committee chair fee |
| Fees earned or paid in cash (total) | $260,015 | Sum of retainer + Chair fee + EC chair fee |
| Equity (restricted share grant) | $144,962 | Grants sized at $145,000; time‑based vesting |
| All other compensation | $25,000 | Company matching gifts up to $25,000 |
| Total | $429,977 |
- Equity grant detail: On May 9, 2024, non‑employee directors (excluding those joining later) received 1,455 common shares vesting May 9, 2025 .
- Share election: Pasquesi elected to receive both his annual retainer and Chair fee in shares (1,254 common shares for each fee) .
Performance Compensation
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity awards | Restricted shares | None (time‑based; no performance shares/options to directors) | One‑year vest for director grants |
Directors do not currently hold or receive Arch Capital performance shares or options; equity is time‑vested restricted shares .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Otter Capital LLC | Managing Member | No specific related‑party transactions disclosed involving Pasquesi/Otter Capital; the company maintains formal procedures for related‑party review . |
- Related‑party framework: Board reviews related‑person transactions; requires arm’s‑length terms and oversight; periodic updates provided to the board .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Investment/finance | Private equity leadership; investment skills cited in qualifications |
| Insurance oversight | Long tenure overseeing insurance operations at ACGL |
| Governance leadership | Lead Director role; independent Chair; committee leadership |
| Education | A.B. Dartmouth; MBA Stanford GSB |
Equity Ownership
| Holder/Type | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John M. Pasquesi (aggregate) | 5,216,790 | 1.4% | Includes indirect holdings via entities |
| Otter Capital LLC (managing member) | 1,221,693 | — | Indirect ownership |
| Revocable trusts (Pasquesi/spouse as trustees) | 3,859,936 | — | Indirect ownership |
| Family limited partnership | 133,706 | — | Indirect ownership |
| Direct | 1,455 | — | |
| Shares subject to a security agreement | 1,310,834 | — | Subject to a security agreement (pledge implications) |
- Ownership guidelines: Directors must hold shares valued at ≥5× annual cash retainer within five years; all directors are compliant or on track; until meeting target, must retain 50% of net profit shares from equity awards .
- Hedging/pledging policy: Hedging prohibited; pledging discouraged and limited—pledge cap is the lesser of 30% of beneficially owned shares or 0.5% of outstanding shares, and requires prior approval; pledged shares don’t count toward ownership guidelines .
Governance Assessment
-
Positives
- Independent Chair with long tenure; clear split between Chair and CEO; robust committee coverage and independent composition .
- Strong engagement and oversight through leadership transition, special dividend, and strategic acquisition; Chair authored shareholder letter signaling board accountability .
- Director pay mix emphasizes equity alignment; Chair elected to receive retainer and Chair fees in shares, reinforcing skin‑in‑the‑game .
- Formal ownership/holding, anti‑hedging, and pledging controls; structured related‑party review .
- Attendance at or above 75% with full AGM participation, indicating engagement .
-
Watch items / RED FLAGS
- Shares “subject to a security agreement” (1,310,834) indicate pledged collateral; while permitted within policy limits, pledging can reduce alignment in stress scenarios—monitor approvals and any changes in pledged amounts .
- Executive Committee did not meet in 2024; ensure the committee’s remit is appropriately utilized or streamlined given Chair responsibilities .
-
Broader governance signals
- Say‑on‑pay support has been consistently high (95.3% in 2024; >90% since 2020), indicating investor confidence in compensation governance .
- Compensation and Human Capital Committee is independent and uses independent consultants (Meridian, then Pay Governance) for benchmarking and design .
Overall: Pasquesi’s independent Chair role, high ownership, and equity‑as‑pay choices support investor alignment; the disclosed security agreement warrants continued monitoring under ACGL’s pledging limits and approval framework .