Moira Kilcoyne
ARCH CAPITAL GROUPAbout Moira Kilcoyne
Moira Kilcoyne, 63, is an independent Class III director of Arch Capital Group Ltd., serving since January 2020. She is Chair of the Compensation and Human Capital Committee and serves on the Audit and Nominating & Governance Committees. A technology industry veteran with extensive financial services experience, she was Managing Director and Co‑Chief Information Officer at Morgan Stanley (2013–2016), sat on its Management Committee, and holds a B.S. in Mathematics from Manhattan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director, Co‑Chief Information Officer; prior senior technology roles | 2013–2016 (Co‑CIO); prior roles not dated | Co‑headed global technology & data; member, Management Committee |
| Citrix Systems, Inc. | Director (prior role) | Not disclosed | Prior public company board role |
| Manhattan College | Trustee (prior role) | Not disclosed | Governance oversight in academia |
External Roles
| Organization | Position | Start/Status | Notes |
|---|---|---|---|
| Quilter plc | Director | Current | UK wealth manager board service |
| FINRA | Board of Governors member | Current | Financial regulatory oversight role |
Board Governance
- Independence: The Board determined Kilcoyne is independent under Nasdaq rules; independent directors meet in executive session without management .
- Attendance: The Board held six meetings in 2024; every director attended at least 75% of Board and committee meetings on which they served .
- Committee assignments: Compensation & Human Capital (Chair), Audit (member), Nominating & Governance (member) .
- Committee activity (2024): Compensation & Human Capital held nine meetings; Audit held five; Finance, Investment & Risk held four; Executive Committee did not meet .
- Succession oversight: CEO succession overseen by Nominating & Governance; ELT succession overseen by Compensation & Human Capital .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Human Capital | Chair | 9 |
| Audit | Member | 5 |
| Nominating & Governance | Member | Not disclosed |
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount / Detail | Evidence |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Audit Committee member fee | $25,000 | |
| Compensation & Human Capital Committee chair fee | $25,000 | |
| Total “Fees Earned or Paid in Cash” (reported) | $175,015 for Kilcoyne | |
| Retainer settlement election | 1,254 common shares (elected instead of cash) | |
| Total 2024 director compensation (reported) | $319,977 (cash + equity; no other comp) |
The “Fees Earned or Paid in Cash” column includes retainers whether paid in cash or shares, and applicable chair/member fees .
Performance Compensation (Time‑based Equity – 2024/2025 Cycle)
| Award Type | Grant Value | Shares Granted | Grant Date | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|---|---|
| Annual restricted shares (time‑vest) | $145,000 (fair value) | 1,455 common shares | May 9, 2024 | One‑year cliff (vest May 9, 2025) | 1,455 common shares |
| Options / Performance shares | Not granted to non‑employee directors | — | — | — | — |
Non‑employee director equity is time‑based; directors do not currently receive options or performance shares, so no performance metrics apply to director awards .
Other Directorships & Interlocks
| Company/Body | Role | Potential Interlock/Conflict Noted |
|---|---|---|
| Quilter plc | Director | No related‑party transactions involving Kilcoyne discussed in independence determination; the Board reviewed “Certain Relationships” and specifically noted an item relating to another director (Goodman), not Kilcoyne . |
| FINRA | Board of Governors | Regulatory body service; no conflicts disclosed in proxy . |
| Citrix Systems (prior) | Director | Prior public company role; no ACGL related‑party transaction disclosed . |
| Manhattan College (prior) | Trustee | Prior nonprofit role; no ACGL related‑party transaction disclosed . |
Expertise & Qualifications
- 30+ years in technology with deep financial services experience; co‑led Morgan Stanley’s global technology & data organization; member of MS Management Committee .
- Academic credentials: B.S. in Mathematics, Manhattan College .
- Governance experience: service on multiple boards (public company and regulatory) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Rule 13d‑3 % Ownership | Notes |
|---|---|---|---|
| Moira Kilcoyne | 29,532 | <1% (*) | Direct ownership per proxy table . |
| Share Practices | Policy / Status |
|---|---|
| Director ownership guideline | Must retain shares valued at ≥5× annual cash retainer within five years of appointment; all directors are compliant or expected to be within timeframe . |
| Director holding requirement | Must retain 50% of net profit shares until meeting guideline . |
| Hedging | Prohibited for directors, officers, employees . |
| Pledging | Discouraged; strict limits (≤30% of individually owned or ≤0.5% of company shares outstanding; prior approval required). Pledged shares do not count toward guidelines . |
| Pledging status (Kilcoyne) | No pledging disclosed for Kilcoyne in proxy ownership footnotes; pledging disclosure applies to other insiders (e.g., Pasquesi) . |
Fixed vs. Equity Mix (2024)
| Category | Amount |
|---|---|
| Cash/Share‑settled fees (retainer + committee) | $175,015 |
| Time‑based equity grant (ASC 718 FV) | $144,962 |
| Total | $319,977 |
Compensation Committee Analysis (Governance Process Signals)
- Kilcoyne chairs the Compensation & Human Capital Committee; the committee conducts executive compensation reviews, meets in executive session without management when making CEO pay determinations, and uses historical peer data for insurers/reinsurers (Compensation Peer Group) .
- Independent consultant input informs director compensation recommendations; the Board makes final determinations on director pay .
- No compensation committee interlocks: no Arch executive served on boards/comp committees of entities where any Arch director serves as an executive officer .
- Policies: clawback policy, no hedging, share ownership and holding requirements to align long‑term incentives .
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 95.3% |
| 2023 | 93.9% |
| 2022 | 94.6% |
| 2021 | 95.1% |
| 2020 | 94.6% |
Governance Assessment
- Strengths: Independent director with deep technology and financial services expertise; chairs a high‑engagement compensation committee (nine meetings in 2024); serves on audit and governance committees, supporting robust oversight of pay, risk, and succession .
- Alignment: Elects to receive retainer in shares (1,254 shares) and receives annual time‑vested equity (1,455 shares granted; vests in one year), consistent with director ownership and holding requirements; beneficial ownership of 29,532 shares indicates skin‑in‑the‑game, albeit <1% given share count .
- Independence & attendance: Board affirmed her independence; she met the ≥75% attendance threshold; independent directors hold executive sessions without management, reinforcing oversight quality .
- Conflicts: No related‑party transactions or pledging disclosures involving Kilcoyne; company policies prohibit hedging and strongly limit pledging, a positive investor‑alignment signal .
- Shareholder sentiment: Consistently strong say‑on‑pay support (93.9–95.3% over 2020–2024) underscores investor confidence in compensation governance that Kilcoyne oversees as committee chair .
RED FLAGS: None disclosed pertaining to Kilcoyne—no hedging, no pledging, no related‑party transactions, and strong attendance and independence .