Meryl Hartzband
About Meryl Hartzband
Independent director at Everest Group, Ltd. (EG) since May 2019; age 70. Former founding partner and Chief Investment Officer at Stone Point Capital (retired 2015), and prior Managing Director at J.P. Morgan & Co. (1982–1999) focused on private equity in financial services. Education: BA, Cornell College of Arts & Sciences; MBA (Finance), Columbia Graduate School of Business, both with honors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone Point Capital | Founding Partner; Chief Investment Officer | Retired 2015 | Led investment strategy; financial services focus |
| J.P. Morgan & Co. | Managing Director | 1982–1999 | Private equity investments in financial services |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Conning Holdings, Ltd. | Director | Current | Global investment manager (~$214B AUM referenced in biography context) |
| Generali Investment Holdings | Director | Current | Holding company for asset managers |
| Octagon Credit Investors, LLC | Director | Current | CLO manager (~$34B AUM referenced in biography context) |
| Greenhill & Co. | Director | Former | Company acquired by Mizuho Financial Group in Nov 2023 |
| The Navigators Group, Inc. | Director | Former | Insurance industry board role |
| Travelers Property Casualty Corp. | Director | Former | Insurance industry board role |
| AXIS Capital Holdings Limited | Director | Former | Insurance industry board role |
| ACE Limited | Director | Former | Insurance industry board role |
Board Governance
- Committee assignments: Audit (Chair), Compensation (member), Investment Policy (member), Nominating & Governance (member), Technology & Cyber (member) .
- Independence: Board affirmed Hartzband meets NYSE independence standards; Audit and Compensation Committees entirely independent; enhanced independence criteria applied and met .
- Attendance and engagement: In FY2024, each director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 AGM. FY2024 committee meetings held: Audit 4, Compensation 4, Investment Policy 4, Nominating & Governance 4, Risk 4, Technology & Cyber 1 .
- Governance structure: Independent Lead Director (Roger M. Singer). Post-AGM 2025, Board to have independent Chairman (John A. Graf) per bye-law amendments; executive sessions of non-management directors occur regularly .
- Election signal (AGM 2025): Votes for Hartzband—FOR 40,713,392; AGAINST 1,243,836; ABSTAIN 80,083; NON-VOTES 1,726,275 .
Fixed Compensation
| Year | Cash Retainer | Equity Grant (Restricted Shares, grant-date fair value) | All Other Compensation (Dividends) | Total |
|---|---|---|---|---|
| 2024 | $125,000 | $325,932 | $14,206 | $465,138 |
| 2023 | $125,000 | $325,792 | $13,940 | $464,732 |
- Directors do not receive additional fees for committee chairs or meeting attendance; from 2025, Board Chair retainer adds $300,000 (not applicable to Hartzband) .
- Retainer election: Hartzband elected shares for part of retainer (324 shares in 2024; 348 shares in 2023) .
- Restricted shares vest in equal installments over three years .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value per Share | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Shares (Director) | Feb 29, 2024 | 888 | $367.04 | 3-year, equal installments | None (time-based; no PSUs/options for directors) |
| Restricted Shares (Director) | Feb 23, 2023 | 852 | $382.385 | 3-year, equal installments | None (time-based; no PSUs/options for directors) |
- Company policies: Prohibition on hedging or pledging of Company stock; broad-based clawback applies to employees/NEOs (not director equity) .
Other Directorships & Interlocks
- No compensation committee interlocks in 2024 (committee: Amore, Galtney, Graf, Hartzband, Losquadro, McNeilage, Singer) .
- Over-boarding guardrail: EG policy—no director sits on more than two other public company boards; Hartzband’s disclosed current roles are in private investment management entities, mitigating over-boarding concerns .
- Related-party framework: Insiders must disclose potential personal interests; matters escalated to Audit Committee per policy. No specific related-party transactions disclosed involving Hartzband .
Expertise & Qualifications
- Finance and accounting, investments, M&A, corporate governance, insurance/reinsurance industry experience; regulatory and risk management exposure .
- Audit chair credentials: Board determined all Audit Committee members are financially literate and “audit committee financial experts” per SEC rules and NYSE standards .
Equity Ownership
| As of | Beneficial Shares | Percent of Class | Notes |
|---|---|---|---|
| Mar 17, 2025 | 11,091 | —% (less than 1%) | Includes 1,812 restricted shares under 2003 Directors Plan |
| Mar 18, 2024 | 9,831 | Less than 1% | Includes 1,833 restricted shares under 2003 Directors Plan |
- Director stock ownership guideline: 5× annual retainer (company-wide standard for non-management directors) .
Governance Assessment
- Strengths: Independent Audit Committee chaired by Hartzband with effective ICFR oversight; clean auditor independence and appointment continuity; Audit fees and oversight documented; directors’ compensation aligned with peers, primarily equity, no chair/meeting fees—reduces per-meeting incentives; strong independence protocols and disclosure; high say-on-pay approval (93% in 2024) and solid 2025 vote support for director slate .
- Potential conflict watchpoints: Concurrent roles on investment management boards (Conning, Generali Investment Holdings, Octagon) alongside EG Investment Policy Committee membership. Board independence review found no material relationships; related-party oversight policy in place; continue to monitor any EG mandates involving these firms to ensure recusal and policy adherence .
- Signals to investors: Governance refresh with independent Chair post-AGM 2025 and Technology & Cyber Committee formation enhances oversight depth; routine executive sessions and documented risk oversight structure (Risk Committee, ERM framework) support board effectiveness .