Hazel McNeilage
About Hazel McNeilage
Hazel McNeilage, age 68, has served as an independent director of Everest Group, Ltd. (EG) since November 2022 and currently chairs the Technology and Cyber Committee; she also serves on the Audit, Compensation, Nominating & Governance, and Risk Committees . Her background spans senior roles in global investment management (Northern Trust Asset Management; Principal Financial) and investment consulting (Towers Perrin), underpinned by actuarial fellowships in the UK and Australia, cybersecurity certificates (Carnegie Mellon, Harvard), an AI certificate (MIT), and NACD Board Leadership Fellow credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Asset Management | Head of EMEA; member of global/international management teams | Not disclosed | Oversight of EMEA operations and strategic management |
| Principal Financial | Global Head of Distribution; Head of International Investments; executive through financial crisis | Not disclosed | Global distribution leadership; international investments; crisis navigation |
| Towers Perrin | Head of Investment Consulting, Asia Pacific | Not disclosed | Led regional investment consulting practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reinsurance Group of America (RGA) | Independent non-executive director; Chair, Human Capital & Compensation Committee | Not disclosed | Leads HCM/compensation oversight |
| RGA Americas Reinsurance Company Ltd. | Director | Not disclosed | Board oversight (Bermuda subsidiary) |
| RGA Global Reinsurance Company Ltd. | Director | Not disclosed | Board oversight (Bermuda subsidiary) |
| Scholarship America | Trustee; Chair, Finance & Investment Committee | Not disclosed | Oversees finance/investment policy |
| AITi Global (previously Alvarium Tiedemann Holdings) | Former director | Not disclosed | Prior board role |
| 9th Gear Technologies | Former advisory board member | Not disclosed | Prior advisory role |
Board Governance
- Committee assignments: Audit, Compensation, Nominating & Governance, Risk; Chair of Technology & Cyber Committee .
- Committee meetings in 2024: Audit (4), Compensation (4), Executive (0), Investment Policy (4), Nominating & Governance (4), Risk (4), Technology & Cyber (1) .
- Attendance: Each serving director attended at least 75% of total Board and committee meetings; all directors attended the 2024 AGM .
- Independence: Board affirmatively determined McNeilage is independent; all members of Audit and Compensation Committees meet enhanced independence requirements .
- Overboarding policy: No director sits on more than two other publicly traded company boards .
- Technology & Cyber Committee purpose: Oversight of IT governance, strategy, delivery, and risk management including cybersecurity and data privacy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid in cash in 2024 for McNeilage; directors may elect cash or common shares |
| Equity grant (restricted shares) | $325,932 | 888 restricted shares granted Feb 29, 2024 at $367.04 FMV; time-based vesting |
| Meeting/committee fees | $0 | No additional compensation for committee chairs or meetings (Board amended for Board Chair only starting 2025) |
| Dividends on restricted shares | $13,997 | Dividends paid on restricted shares |
| Total 2024 director compensation | $464,929 | Sum of cash retainer, share award, and dividends |
- Vesting schedule: Restricted shares vest over three years in equal installments .
- Board Chair fee change: Beginning in 2025, Board Chair receives additional $300,000 retainer (not applicable to McNeilage) .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity awards | Time-based restricted shares vesting over 3 years | No performance metrics disclosed for director equity awards |
For directors, equity awards are time-based restricted shares; no PSUs/options or performance-linked criteria are disclosed for non-employee directors .
Other Directorships & Interlocks
- Current external board roles include RGA and its Bermuda subsidiaries; Scholarship America; prior roles at AITi Global and 9th Gear Technologies .
- Compensation Committee interlocks: None existed during 2024; all members were non-employee directors .
- Independence determination considered relationships and found none that impaired independence; annual questionnaires and conflict disclosures required by Bye-laws and Bermuda Companies Act .
Expertise & Qualifications
- Actuarial Fellow of the UK Institute and Faculty of Actuaries and of the Institute of Actuaries of Australia; cybersecurity certificates (Carnegie Mellon, Harvard); AI certificate (MIT); NACD Board Leadership Fellow .
- Skills matrix highlights: IT/cybersecurity, finance & accounting, investments, corporate governance, insurance/reinsurance industry, risk management, human capital, sustainability .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 3,201 shares | As of March 17, 2025 |
| Percent of class | <1% | Table shows “—%”; less than 1% indicated; 47,784,880 voting shares baseline |
| Restricted shares outstanding (12/31/2024) | 1,806 shares | Outstanding restricted shares count |
| Restricted shares included in beneficial ownership | 1,987 shares | Under 2003 Non-Employee Director Equity Compensation Plan; not transferrable until vesting |
| Hedging/pledging | Prohibited | Anti-hedging policy; prohibition on hedging/pledging of Company stock |
| Stock ownership guidelines (Directors) | 5× annual retainer | Guidelines apply to Non-Management Directors |
Governance Assessment
- Board effectiveness: McNeilage’s multi-committee involvement and chairing of Technology & Cyber strengthens oversight across financial reporting, compensation, governance, enterprise risk, and cyber—critical areas for a (re)insurer operating with complex risk and data requirements .
- Independence and conflicts: Affirmed independent with enhanced committee independence; no Compensation Committee interlocks; formal related-party and conflict disclosure processes—reducing conflict risk .
- Attendance and engagement: Met the ≥75% attendance threshold; full AGM attendance—supports active engagement and board continuity .
- Pay & alignment: Standardized director pay ($125k cash retainer; $325k restricted shares with 3-year vesting) and director ownership guidelines (5× retainer) foster long-term alignment; no meeting/chair fees (except Board Chair in 2025) limits pay inflation .
- Shareholder signals: Strong 2024 Say-on-Pay approval (93.35%) suggests investor support for the Company’s compensation governance framework overseen by committees on which she serves .
- Watch items: External directorship at RGA (life reinsurance) creates an industry-relevant interlock; however, Board independence review found no impairing relationships, and related-party processes are in place. Continued monitoring of Technology & Cyber Committee cadence (1 meeting in 2024) may be prudent given cyber risk trends .
RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no compensation committee interlocks, and independence affirmed .