Gerri Losquadro
About Gerri Losquadro
Independent director of Everest Group, Ltd. (NYSE: EG) since May 2014, age 74. Career insurance and reinsurance executive with senior roles at Marsh & McLennan, Guy Carpenter, AIG, and Zurich; core credentials include compensation oversight, finance/accounting literacy, risk management, human capital leadership, and cybersecurity familiarity. She currently chairs the Compensation Committee and serves on the Audit, Nominating & Governance, and Risk Committees; the Board has affirmatively determined her independence, including enhanced independence requirements for Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh & McLennan Companies (MMC) | Senior Vice President; Head of Global Business Services | Retired in 2012 | Member of MMC Global Operating Committee |
| Guy Carpenter | Managing Director; senior executive | Not disclosed | Led brokerage of global reinsurance programs (all lines; treaty/facultative); developed/executed account management program |
| AIG (American Home Insurance; AIG Risk Management) | Senior leadership roles | 1986–1992 | P&C leadership across underwriting and risk management |
| Zurich | Manager of Special Accounts | 1982–1986 | Specialty accounts management |
External Roles
No current public-company directorships or external board positions disclosed for Ms. Losquadro .
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Governance (member), Risk (member) .
- 2024 committee meeting cadence: Audit (4), Compensation (4), Nominating & Governance (4), Risk (4); Board met 4 times; each then-serving director attended at least 75% of Board and committee meetings and all directors attended the 2024 AGM .
- Independence: Board affirmatively determined Ms. Losquadro is independent; all Audit and Compensation Committee members meet enhanced independence standards (no consulting fees; no affiliations beyond director service) .
- Compensation Committee scope: Oversees senior officer compensation and all company compensation programs; administers the 2020 Stock Incentive Plan and Executive Performance Annual Incentive Plan; includes human capital management, succession planning, and employee engagement oversight .
- Governance practices: Majority vote standard, annual election of directors, independent Chair (post‑AGM), Lead Independent Director, regular executive sessions, shareholder access without minimum holding; prohibition on hedging/pledging and stock ownership guidelines for non‑management directors .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 4 | Oversees exec comp, HCM/succession; issued CD&A report |
| Audit | Member | 4 | Financial reporting, auditor independence; members deemed “financial experts” |
| Nominating & Governance | Member | 4 | Board composition, ESG/sustainability oversight |
| Risk | Member | 4 | ERM oversight including underwriting, capital allocation, catastrophe risk |
Fixed Compensation
Directors receive a standard retainer and restricted share grants; no meeting or committee chair fees (except an added retainer for the Board Chair beginning 2025).
| Component | 2024 Value (USD) | Detail |
|---|---|---|
| Annual retainer (cash or shares) | $125,000 | Ms. Losquadro elected cash in 2024 |
| Equity award (restricted shares) | $325,932 | 888 restricted shares granted Feb 29, 2024 at $367.04 FMV per share; vests in equal installments over 3 years |
| Dividends on restricted shares | $14,206 | Paid on outstanding restricted shares |
| Total | $465,138 | Sum of components |
Additional notes:
- Directors do not receive additional fees for committee membership or chair roles; Board Chair (not Ms. Losquadro) receives an added $300,000 retainer beginning 2025 .
Performance Compensation
Directors do not receive performance-based pay; their compensation consists of retainer and time-based restricted shares. No meeting fees; no committee chair fees for 2024 .
| Performance Metric | Applied to Director Compensation | Evidence |
|---|---|---|
| Cash bonus tied to financial metrics | Not applicable | Director program uses retainer + restricted shares |
| PSUs or option awards | Not disclosed for directors; restricted shares used | Director equity awards are restricted shares; no options referenced in director section |
| Meeting/chair fees | None (2024) | Board states no additional fees; exception for Board Chair from 2025 |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed | — | — | No related-party or interlock exposures disclosed |
Expertise & Qualifications
- Executive leadership; insurance/reinsurance; corporate governance; finance/accounting; human capital; risk management; business operations; international experience; IT/cybersecurity; claims .
- Audit committee financial literacy and enhanced independence standards applicable and met at the committee level .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 13,779 shares | Includes direct/indirect holdings |
| Percent of shares outstanding | <1% | “—%” table entry; footnote “Less than 1%” |
| Restricted shares (2003 Directors Plan) | 1,812 shares | Not saleable until vesting requirements satisfied |
| Outstanding restricted shares (as of 12/31/2024) | 1,833 shares | Director-level count disclosed for year-end 2024 |
| Director stock ownership guideline | 5× annual retainer | Non‑management directors’ guideline |
| Hedging/pledging | Prohibited | Alignment safeguard |
Governance Assessment
- Strengths: Long-tenured insurance/reinsurance operator with broad functional exposure; chairs Compensation Committee aligned with shareholder best practices (annual say-on-pay; clawback policy; no excise tax gross-ups; double-trigger CIC); independence affirmed with enhanced audit/comp standards; formal stock ownership guidelines and hedging/pledging prohibition support alignment .
- Engagement: Met minimum attendance thresholds (≥75% of Board/committee meetings) and attended 2024 AGM; participates across key oversight committees (Audit, Risk, Nominating & Governance), indicating high engagement .
- Compensation alignment: Director pay is balanced between cash retainer and multi-year restricted stock; no meeting or chair fees reduce potential incentives for excessive meeting proliferation; equity vests over three years fostering longer-term alignment .
- Conflicts/RED FLAGS: No related-party transactions or material relationships disclosed; independence re-affirmed annually with conflict disclosure requirements; no pledging permitted. No over-boarding issue per Board guidelines (maximum two other public boards; none disclosed for Losquadro) .
Signal to investors: As Compensation Chair with rigorous independence standards and shareholder-friendly policies, Losquadro’s governance profile supports pay-for-performance credibility and board effectiveness, with low observed conflict risk and strong oversight across compensation, audit, and enterprise risk .