Roger M. Singer
About Roger M. Singer
Roger M. Singer, age 78, has served on Everest Group, Ltd.’s Board since February 2010 and has been the Independent Lead Director since 2022, with committee memberships on Audit, Compensation, and Nominating & Governance. His core credentials span executive leadership, insurance/reinsurance industry experience, corporate governance, finance and accounting, regulatory, international, legal, and mergers & acquisitions . He also serves on boards of EG’s Bermuda subsidiaries and received subsidiary director fees in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneBeacon Insurance Group LLC (formerly CGU/Commercial Union) | Senior Vice President, General Counsel, and Secretary; later Director and Consultant | Aug 1989–Dec 2005; Director/Consultant through 2006 | Led legal and governance across 12 subsidiaries; continued advisory support post-retirement |
| Commonwealth of Massachusetts | Commissioner of Insurance | Jul 1987–Jul 1989 | Regulatory oversight of insurance market and consumer protection |
| Commonwealth of Massachusetts | First Deputy Commissioner of Insurance | Feb 1985–Jul 1987 | Operational leadership in state insurance regulation |
| Commonwealth of Massachusetts | Assistant Secretary, Office of Consumer Affairs and Business Regulation | Not dated | Consumer protection and regulatory policy |
| Office of the Massachusetts Attorney General | Assistant Attorney General | Not dated | State legal enforcement and litigation |
| Federal Trade Commission | Staff Attorney | Not dated | Federal competition and consumer protection enforcement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everest Reinsurance (Bermuda), Ltd. (EG subsidiary) | Director | Elected Jan 17, 2012; active in 2024 | Received 2024 subsidiary director fees; supports subsidiary governance |
| Everest International Reinsurance, Ltd. (EG subsidiary) | Director | Elected Jan 17, 2012; active in 2024 | Received 2024 subsidiary director fees; supports subsidiary governance |
- No other public company directorships disclosed; Board policy discourages over-boarding (no member sits on more than two other public company boards) .
Board Governance
- Independence: The Board affirmatively determined Singer is independent under NYSE standards; Audit and Compensation committees are fully independent .
- Committee assignments: Audit, Compensation, and Nominating & Governance; Independent Lead Director (since 2022) .
- Attendance and engagement: In 2024, the Board held four regular meetings; each then-serving director attended at least 75% of Board and committee meetings, and all directors attended the 2024 AGM .
- Independent Lead Director responsibilities include coordinating executive sessions, liaising between the Chairman and independent directors, assisting in agenda preparation, and communicating with shareholders when appropriate .
- Leadership structure emphasizes independent oversight: independent Chairman following the 2025 AGM; Singer served as Lead Independent Director in 2024 .
| Committee | Membership | Notes |
|---|---|---|
| Audit | Member • | All members financially literate; qualify as “audit committee financial experts” |
| Compensation | Member • | Oversees officer pay and human capital management; independent consultant engaged |
| Nominating & Governance | Member • | Oversees board composition, ESG/sustainability, governance guidelines |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual retainer (cash) | $125,000 |
| Restricted stock grant (grant-date fair value) | $325,932 (888 RSs at $367.04 FMV) |
| All other compensation | $24,206 (restricted share dividends plus $10,000 subsidiary director fees) |
| Total | $475,138 |
- Directors may elect retainer in cash or common shares; all directors except Ms. Hartzband elected cash in 2024 .
- Director equity awards are issued as restricted shares; vest over three years in equal installments starting with 2024 grants (previously five-year vesting) .
- Beginning in 2025, the Board Chair receives an additional annual retainer of $300,000 (Singer is Lead Independent Director, not Chair) .
Performance Compensation
| Performance-linked elements | Details |
|---|---|
| Director performance metrics tied to pay | None disclosed for Non-Employee Directors; equity is time-based and not contingent on financial metrics |
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| OneBeacon Insurance Group (historical employment) | Insurance carrier | Historical association; Singer is retired; Board affirmed independence, no material relationship impairing independence |
| EG subsidiaries: Bermuda Re, International Re | Subsidiary boards | Subsidiary governance role with modest fees; not indicative of related-party conflicts at parent level |
Expertise & Qualifications
- Qualifications: Executive leadership; insurance/reinsurance industry; corporate governance; finance and accounting; regulatory; international; legal; M&A .
- The Board’s skills matrix confirms Singer’s contributions across governance, finance, regulatory, and legal domains .
Equity Ownership
| Metric | As of | Value/Amount |
|---|---|---|
| Total beneficial ownership (shares) | Mar 17, 2025 | 18,744 |
| Percent of class | Mar 17, 2025 | —% (less than 1%) |
| Restricted shares included in ownership | Mar 17, 2025 | 1,812 (under 2003 Directors Plan) |
| Director stock ownership guideline | Policy | 5x annual retainer (5 × $125,000 = $625,000) |
| Record Date closing price per share | Mar 17, 2025 | $365.06 |
| Approx. market value of holdings | Mar 17, 2025 | ~$6,842,685 (18,744 × $365.06; computed) |
- Policy prohibits hedging or pledging of Company stock .
- Based on the Record Date price and disclosed share count, Singer’s holdings materially exceed the 5x retainer guideline, indicating strong ownership alignment .
Governance Assessment
- Board effectiveness: As Independent Lead Director, Singer coordinates executive sessions, facilitates independent oversight, and provides governance continuity—roles that enhance board effectiveness and investor confidence .
- Independence and conflicts: The Board confirmed Singer’s independence under NYSE rules; no material relationships or related-party transactions were disclosed that impair independence, mitigating conflict risk .
- Attendance and engagement: Meets Board expectations (≥75% attendance) and attends AGM; directors frequently participate across committees, supporting robust engagement .
- Pay and alignment: Director compensation is balanced between fixed cash and equity that vests over three years; Singer’s substantial beneficial ownership and policy prohibitions on hedging/pledging reinforce alignment with shareholders .
- Risk indicators: Company compensation practices include no tax gross-up on golden parachute excise taxes, double-trigger CIC, and broad clawback policy; 2024 say-on-pay approval was strong at ~93%—all supportive signals of governance quality .
- RED FLAGS: None apparent in proxy disclosures specific to Singer (no low attendance, no related-party transactions, no hedging/pledging permitted) .
Overall: Singer’s long tenure, legal/regulatory expertise, and role as Independent Lead Director strengthen independent oversight and risk governance, while his equity ownership indicates tangible alignment with shareholders .