Marvin Pestcoe
Employers HoldingsAbout Marvin Pestcoe
Independent director at Employers Holdings, Inc. (“EIG”), appointed March 3, 2025; age 64. Over 40 years in insurance, reinsurance and investments, including executive leadership across profit center management, investments, corporate strategy, data analytics, and risk management. Fellow of the Casualty Actuarial Society and member of the American Academy of Actuaries. Independence affirmed by the Board; EIG is led by an independent Chair, with majority independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Langhorne Re | Executive Chair & Chief Executive Officer | Jan 2019 – Apr 2021 (Director until Mar 2023) | Led global life and annuity reinsurer; focused on investments, risk management, strategy |
| PartnerRe | Senior positions | 2001 – 2017 | Executive roles spanning profit center management, investments, and corporate strategy |
| Swiss Re New Markets | Senior positions | 1997 – 2001 | Roles in data analytics and risk management |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Hamilton Insurance Group, Ltd. | Director | Chair of Underwriting Committee; member of Audit and Investment Committees |
| Catalina Holdings (Bermuda) Ltd. | Director | Not disclosed |
| AISIX Solutions Inc. | Prior public company board (last five years) | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Board Governance & Nominating Committee member .
- Audit Committee qualifications: Board determined all Audit members are financially literate and “audit committee financial experts” under Item 407(d)(5) .
- Board leadership: Independent Chair (Jeanne L. Mockard) since March 2024; lead independent director policy embedded; majority independent board .
- Appointment and election: Appointed March 3, 2025; received 18,256,052 votes “For”, 110,604 “Against”, 614 abstentions at the May 22, 2025 annual meeting .
- Committee activity levels (2024): Audit (5), Governance (6), Human Capital & Compensation (9), Risk (5); Finance dissolved July 2024 with duties redistributed .
- Attendance: In 2024, each then-serving director attended ≥75% of Board and committee meetings; Pestcoe joined in 2025 (no 2024 attendance metric) .
- Majority voting policy in uncontested elections with structured resignation process if a nominee fails to receive a majority .
Fixed Compensation
Non-employee director compensation structure (unchanged for 2024–2025 term per CAP review):
| Component | Amount | Notes |
|---|---|---|
| Board Member – annual cash retainer | $65,000 | Paid quarterly, arrears |
| Board Member – annual RSU award (grant-date fair value) | $85,000 | RSUs; see vesting notes below |
| Chair of the Board – additional cash fee | $75,000 | Paid quarterly, arrears |
| Committee Chair – Audit | $20,000 | Paid quarterly |
| Committee Chair – Compensation | $15,000 | Paid quarterly |
| Committee Chair – Other committees | $10,000 | Paid quarterly |
| Committee membership – Audit | $14,000 | Paid quarterly |
| Committee membership – Compensation | $12,000 | Paid quarterly |
| Committee membership – Other committees | $9,000 | Paid quarterly |
| Committee meeting fee (over eight per year) – Audit | $1,750 per meeting | Only if >8 meetings in calendar year |
| Committee meeting fee (over eight per year) – Compensation/Other | $1,500 per meeting | Only if >8 meetings in calendar year |
Notes:
- Mr. Pestcoe did not receive 2024 director compensation (joined in 2025) .
- CAP (Compensation Advisory Partners) advised 2024 director pay; Compensation Committee assessed CAP’s independence and found no conflicts .
Performance Compensation
| Instrument | Performance Metric | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None (time-based) | Typically annual vest or specified calendar dates for grants; 2024 grants to then-serving directors vest May 23, 2025 | Director equity awards are RSUs with service-based vesting; no options granted |
- Dividend equivalents may be credited for directors who defer RSU settlement until ~6 months post-board service, converted into additional RSUs .
Other Directorships & Interlocks
| Related Party/Entity | Relationship to EIG | Potential Interlock/Conflict Indicator |
|---|---|---|
| Hamilton Insurance Group, Ltd. | None disclosed with EIG | Industry adjacency; no related party transaction disclosed; standard related person transaction policy and Governance Committee review apply |
| BlackRock Inc. | External investment manager to EIG (not related to Pestcoe) | IMA with fees; oversight by Audit Committee; not a director-related transaction |
Expertise & Qualifications
- Financial, actuarial, and reinsurance expertise; Fellow of the Casualty Actuarial Society; member of AAA .
- Audit Committee financial expert designation per Board determination .
- Deep experience in risk management, investments, data analytics and strategy across PartnerRe, Swiss Re, and Langhorne Re .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Marvin Pestcoe | — | <1% | No shares shown as of March 24, 2025 record date; directors with any holdings are listed separately |
| Director Stock Ownership Guideline | 3× annual Board cash retainer | N/A | Must reach within first 3 years of joining the Board; at least 35% of director pay in RSUs (2024) |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally prohibited for equity grants | N/A | Insider trading/anti-hedging policy applies to directors; clawback policy in place for incentive comp (broader program) |
Fixed vs Performance Compensation Mix (Directors)
- Directors: Cash retainer plus time-vesting RSUs; no performance options/PSUs; meeting fees only for high meeting loads .
- Executives (context for pay governance): STI linked to Adjusted GAAP Calendar Year Combined Ratio; LTI 65% PSUs tied to 3-year annualized change in Adjusted Book Value Per Share over the average 10-Year U.S. Treasury, 35% RSUs; robust clawback; no CIC tax gross-ups .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay vote results: 18,141,521 “For”; 207,421 “Against”; 18,328 abstentions; 1,115,517 broker non-votes (non-binding approval) .
- Company reports >95% support in each of the last five years; Compensation Committee treated results as endorsement of program principles (context for governance) .
Related Party Transactions & Policies
- Related Person Transactions Policy requires Governance Committee review of any >$120,000 transactions with “related persons”; approval only if in best interests of Company and stockholders .
- No director, executive officer, or significant officer has loans or other debt with EIG or its subsidiaries .
Risk Indicators & RED FLAGS
- Watch item: As of March 24, 2025, Pestcoe held no EIG shares; guideline requires 3× retainer within three years—monitor for compliance and alignment build-up over time .
- Multi-board commitments: Active at Hamilton Insurance Group (committee chair and member) and Catalina Holdings; ensure continued independence and absence of conflicted transactions with EIG counterparties .
- Positive mitigants: Robust majority voting policy, independent Chair, audit committee expertise designation, anti-hedging, and clawback policies .
- No related party transactions or loans disclosed involving directors; no CIC tax gross-ups in compensation program context .
Governance Assessment
- Strengths: Independent appointment via third-party search; immediate placement on Audit and Governance committees; audit financial expert status; strong shareholder support for compensation practices; independent Chair; clear policies on related person transactions, ownership guidelines, anti-hedging/clawbacks .
- Alignment trajectory: Zero ownership at record date is typical for a newly appointed director; EIG’s 3-year guideline and RSU grants should increase alignment; monitor RSU receipt timing and any discretionary elections to defer settlement .
- Oversight implications: Deep re/insurance and risk background beneficial for Audit and risk oversight; committee rotation policy may broaden exposure over time; high committee activity levels provide engagement opportunities .
- Shareholder confidence: 2025 election support (18.26M votes “For”) and Say-on-Pay approval bolster governance credibility; continue tracking attendance and committee contributions in 2025–2026 cycles .
Appendix: Key Election and Meeting Data
| Item | Data |
|---|---|
| Appointment date | March 3, 2025 |
| 2025 director election votes | For: 18,256,052; Against: 110,604; Abstain: 614; Broker non-votes: 1,115,517 |
| 2024 Board & committee meetings | Board: 7; Audit: 5; Governance: 6; Compensation: 9; Risk: 5 |
| Director independence | All non-employee directors independent; independent Chair |
| Director ownership guideline | 3× annual cash retainer; 3-year attainment window |
| Beneficial ownership (Pestcoe) | None as of March 24, 2025 |