Michael J. McColgan
Employers HoldingsAbout Michael J. McColgan
Independent director of Employers Holdings, Inc. (EIG) since 2017; age 69. Former 38‑year PricewaterhouseCoopers LLP (PwC) partner (27 years as partner) with leadership roles across assurance and financial services; Audit Committee Chair at EIG and designated “audit committee financial expert.” Holds a bachelor’s degree in Accounting from Villanova University; Certified Public Accountant; member of the American and Pennsylvania Institutes of CPAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; East Region Assurance Leader; Managing Partner NY Metro Insurance; Managing Partner Northeast Financial Services & Insurance; Global Engagement Partner for major insurers | Until July 2017 (38 years at PwC; 27 as Partner) | Led largest Assurance practice in firm; deep assurance, risk management, and advisory for financial services and insurance clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Point32Health, Inc. | Director | Formed in 2021; current | Board service at large regional health insurer formed via Tufts Health Plan/Harvard Pilgrim merger |
Board Governance
- Independence: Board determined all non‑employee directors (including McColgan) are independent per NYSE rules; overall Board is 88% independent .
- Committee assignments: Audit Committee (Chair); Human Capital Management & Compensation Committee (Member); Executive Committee (Member) .
- Audit Committee expertise: Each Audit member financially literate and deemed an “audit committee financial expert”; McColgan signed the Audit Committee report and chaired the committee .
- Committee activity (2024): Audit (5 meetings); Compensation (9); Executive (0) .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served; all continuing directors attended the 2024 Annual Meeting .
- Majority vote policy: Incumbent directors failing to receive a majority must offer resignation; decision by Qualified Independent Directors within 90 days .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | — | Program specifies $65,000 for Board members; cash paid quarterly in arrears |
| Committee chair fees | — | Audit Committee Chair $20,000; Compensation Chair $15,000; Other committee chairs $10,000 |
| Committee membership fees | — | Audit $14,000; Compensation $12,000; Other committees $9,000 |
| Meeting fees (over 8) | — | Audit $1,750; Compensation $1,500; Other committees $1,500, only for meetings exceeding eight per year |
| Fees earned (cash) | $108,625 | Actual cash paid to McColgan in 2024 |
| All other compensation | $2,791 | Incremental Board activity costs, etc. |
| Total cash + other | $111,416 | Sum of fees and other compensation |
Director cash/equity structure was reviewed by Compensation Advisory Partners (CAP); no changes for 2024–2025 term . CAP independence was assessed and no conflicts found .
Performance Compensation (Director)
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | May 23, 2024 | 2,067 | $84,995 | Scheduled to vest May 23, 2025 (service‑based) | FMV per share at grant $41.12; dividend equivalents available if settlement is deferred |
- Director equity mix: Non‑employee directors received at least 35% of annual board/committee compensation in RSUs in 2024 (except a retiring director); mandatory stock ownership guidelines apply .
- Director stock ownership guidelines: Minimum 3× annual cash Board retainer; compliance expected within three years; as of record date, all non‑employee directors with ≥3 years of service meet guidelines .
- Hedging/pledging: Company anti‑hedging policy applies to directors; equity grants generally prohibit pledging/assignment .
McColgan’s director equity is time‑based (RSUs), not performance‑conditioned; no options were granted in 2024 .
Compensation Committee Program Metrics (Oversight context)
| Program | Metric | Threshold | Target | Maximum | Result/Design |
|---|---|---|---|---|---|
| Short‑Term Incentive (NEOs) | Adjusted GAAP Calendar Year Combined Ratio | >102.0% = no payout | 102.0% hurdle then 0–250% discretionary | 250% of target | 2024 actual 98.0%; awards paid at 51%–95% of target |
| Long‑Term PSUs (NEOs) | Annualized 3‑yr Change in ABVPS over 10‑yr UST | <10‑yr UST + 0.0% = 0% | 10‑yr UST + 4.0% = 100% | 10‑yr UST + 9.0% = 250% | 2024 grants cover 1/1/2024–12/31/2026; payouts by 3/15/2027 |
McColgan served on the Compensation Committee and joined the Committee’s report recommending inclusion of CD&A in the proxy . Say‑on‑pay support exceeded 95% for each of the last five years .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 yrs) | None |
| Private/non‑profit boards | Director, Point32Health, Inc. |
| Committee interlocks | None; no EIG executive served on other companies’ boards/comp committees that interlock with EIG; McColgan was never an EIG officer |
Expertise & Qualifications
- Assurance and financial reporting leadership across insurance and financial services; significant risk management, internal controls, and audit oversight experience .
- Audit committee financial expert; CPA; strong financial literacy aligned with audit chair responsibilities .
- Board experience in healthcare insurance (Point32Health) complements EIG’s insurance domain perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Michael J. McColgan | 16,439 | <1% | Includes directly/indirectly held shares per proxy; RSUs for directors are not counted unless vesting within 60 days of record date |
| Unvested RSUs (Director program) | 2,067 (as of 12/31/2024) | — | Scheduled to vest 5/23/2025; dividend equivalents for deferred settlement |
| Director ownership guideline | 3× annual cash Board retainer | — | Compliance for directors ≥3 years as of record date |
Governance Assessment
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Strengths:
- Independence and expertise: Independent Audit Chair with CPA credential; Audit Committee comprised entirely of financial experts .
- Robust governance frameworks: Majority vote resignation policy; annual committee evaluations; rotation of committee chairs; clear risk oversight architecture including ERM and cybersecurity .
- Compensation governance: Independent consultant (CAP) with no conflicts; strong clawback policies; anti‑hedging/anti‑pledging; no CIC tax gross‑ups; consistent, transparent performance metrics (Combined Ratio, ABVPS) .
- Shareholder alignment: Director equity via RSUs; mandatory stock ownership guidelines; high say‑on‑pay support (>95%) .
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Potential watch‑items:
- Related‑party exposure: Governance Committee reviews all related person transactions ≥$120,000; no director/executive loans; ongoing BlackRock investment management relationship is reviewed by Audit Committee; no specific conflicts involving McColgan disclosed .
- Attendance detail: Only aggregate threshold disclosure (≥75%); committee‑level attendance percentages not provided .
- Auditor independence: EY has served since 2002; Audit Committee periodically evaluates rotation; continuity balanced with independence requirements .
Overall, McColgan’s profile—deep audit/insurance expertise, independence, and leadership of a financially literate Audit Committee—supports board effectiveness and investor confidence, with no disclosed related-party conflicts, pledging/hedging, or pay anomalies affecting directors .