John A. Graf
About John A. Graf
John A. Graf (age 65) is an independent director of Everest Group, Ltd. (EG) since May 2016 and is slated by the Board to serve as Chairman going forward, reflecting nine years of service and deep financial services leadership experience . He is Non-Executive Vice Chairman and director at Global Atlantic Financial Group (Audit, Risk and Compliance Committees), former Chairman & CEO of Forethought Financial Group (2006–2014), and previously held senior roles at AXA Financial and AIG/SunAmerica, bringing insurance, investments, governance, and risk oversight expertise to EG . Each then-serving director met the ≥75% attendance threshold in 2024 and all attended the 2024 AGM; EG’s key committees (Audit, Compensation, Nominating & Governance) are entirely independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forethought Financial Group | Chairman & CEO | 2006–2014 | Led insurer strategy; joined Global Atlantic Board upon acquisition |
| Global Atlantic Financial Group | Non-Executive Vice Chairman; Director | 2014–present | Audit, Risk and Compliance Committees member |
| AXA Financial, Inc. | Chairman, CEO & President | 2005 | Vice Chairman of the Board; President & COO of AXA Equitable Life and MONY Life subsidiaries |
| AIG / SunAmerica (post acquisition of American General) | EVP Retirement Savings; Vice Chairman and Board member | 2001–2004 | Senior operating and board-level oversight in retirement and life businesses |
| QBE Insurance Group Limited | Non-Executive Director | Until Dec 2015 | Chaired Investment and Personnel Committees |
External Roles
| Organization | Role | Status (Public/Private) | Committees |
|---|---|---|---|
| Global Atlantic Financial Group | Non-Executive Vice Chairman; Director | Private (subsidiary of KKR; not disclosed here) | Audit, Risk, Compliance Committees |
| ALM First Financial | Director | Private | Not disclosed |
| QBE Insurance Group Limited (ASX:QBE) | Former Non-Executive Director | Public (prior) | Chaired Investment and Personnel Committees |
Board Governance
| Committee | John A. Graf Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit (AC) | Member | 4 | Entirely independent directors |
| Compensation (CC) | Member | 4 | Entirely independent; no interlocks in 2024 |
| Investment Policy (IPC) | Chair | 4 | Cross-committee participation fosters risk identification |
| Nominating & Governance (NGC) | Member | 4 | Oversees governance guidelines and board composition |
| Technology & Cyber (TCC) | Member | 1 | New committee; cyber oversight |
| Executive (EC) | Not listed as member | 0 | Committee met 0 times in 2024 |
- Independence: Board affirmed NYSE independence standards; Graf is an “Independent” director and slated independent Board Chair .
- Attendance: Each then-serving director attended ≥75% of Board and committee meetings; all attended the 2024 AGM .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Standard retainer; directors may elect cash or common shares |
| Dividends (All Other Compensation) | $14,206 | Dividends on restricted shares |
| Total Cash-Linked Compensation | $139,206 | Sum of cash retainer + dividends |
| Board Chair Additional Retainer (Effective 2025) | $300,000 | Added to Board Chair’s annual retainer (committee chairs do not receive extra fees) |
Performance Compensation
| Award Type | Grant Date | Shares Granted | FMV per Share | Grant Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|---|
| Restricted Shares (Non-Employee Director grant) | Feb 29, 2024 | 888 | $367.04 | $325,932 | Time-based; 3-year vest, equal installments | Dividends paid on restricted shares |
| Outstanding Restricted Shares (as of 12/31/2024) | — | 1,833 | — | — | — | — |
- No director performance metrics (e.g., TSR/EBITDA targets) are tied to director equity; awards are time-based restricted shares intended to align interests .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Public company directorships (current) | None disclosed | Current roles are Global Atlantic and ALM First (not disclosed as public here) |
| Compensation Committee Interlocks | None in 2024 | Committee comprised entirely of non-employee directors; no officer service |
| Over-boarding | In compliance | Policy: No EG director sits on >2 other public boards |
Expertise & Qualifications
- Executive Leadership; Insurance/Reinsurance Industry; Corporate Governance; Risk Management; Finance & Accounting; Investments; International; Business Operations; Regulatory .
- Board skills matrix shows Graf with deep coverage of investments/risk/finance relevant to IPC Chair role .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 16,578 | Mar 17, 2025 | Includes 1,812 restricted shares under 2003 Director Plan |
| Percent of Class | —% (Less than 1%) | Mar 17, 2025 | Based on 47,784,880 shares outstanding |
| Restricted Shares Outstanding | 1,833 | Dec 31, 2024 | Director-level restricted shares balance |
| Shares Outstanding (Company) | 47,784,880 | Mar 17, 2025 | For ownership % context |
- Anti-hedging: Directors and employees prohibited from hedging/derivatives and shorting EG stock; option trading restricted except for compensation-related exercises .
- Director ownership guidelines: Not specifically disclosed; executive stock ownership guidelines are in place (CEO 6x salary; EVPs 3x) .
- Pledging: No disclosures indicating shares pledged by directors; not referenced for Graf .
Governance Assessment
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Strengths: Graf’s chairmanship of the Investment Policy Committee aligns with his deep insurance and investment background, enhancing portfolio oversight and risk governance; he is independent and met attendance expectations, with EG’s key committees fully independent under NYSE standards .
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Compensation alignment: Director pay mixes a standard retainer with time-based restricted shares; directors may elect retainer in common shares to enhance alignment. No committee chair fees and the equity is straightforward without performance metrics, reducing complexity and potential for pay gaming .
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Ownership: Graf holds 16,578 shares (<1% of class), plus outstanding restricted shares. While ownership is modest relative to total shares, time-based equity and share retainer election provide alignment; anti-hedging policy further mitigates misalignment risk .
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Interlocks and conflicts: No Compensation Committee interlocks in 2024; related party transactions framework prohibits insiders from acting with personal interest and routes disclosures to Audit Committee—no Graf-specific related party transactions disclosed .
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Board leadership & independence: EG emphasizes independent leadership with an Independent Board Chair and Lead Independent Director; the Board indicates Graf meets NYSE independence criteria, which supports investor confidence in oversight .
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RED FLAGS:
- Increase in fixed cash for Board Chair: A new $300,000 annual retainer for the Board Chair (effective 2025) increases fixed compensation; while common in market practice, it raises the non-performance-based portion of director pay—monitor for potential creep in guaranteed compensation over time .
- Industry interlocks: External roles at Global Atlantic and ALM First are within financial services; no related party transactions disclosed, but continued monitoring for information flow or conflicts is prudent .
Overall, Graf’s profile reflects strong insurance/financial expertise, independent oversight, and consistent engagement, with a conventional director compensation structure anchored in time-based equity and a modest cash retainer. The added Board Chair retainer should be watched to ensure pay-for-governance remains balanced and aligned with shareholder interests .