George Braunegg
MERCURY GENERALAbout George G. Braunegg
George G. Braunegg, age 67, has served as an independent director of Mercury General Corporation since 2018; the Board has determined he has no material relationship with the Company and is “independent” under NYSE listing standards . He is an Associate Professor of the Practice of Accounting at USC’s Leventhal School of Accounting and Marshall School of Business, teaching M&A Financial Accounting, Financial Statement Analysis, and Managerial Accounting . Previously, he was Executive Vice President and Co‑Founding Principal of CAST Management Consultants (1986–2017), serving on CAST’s Board and as Corporate Secretary, and earlier worked as an Auditor and Financial Services Consultant at KPMG (1981–1986); the Company highlights his 35‑year consulting career advising senior management of numerous large public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CAST Management Consultants Inc. | Executive Vice President; Co‑Founding Principal; Board member; Corporate Secretary | 1986–2017 | Co‑founded and led firm through sale to West Monroe Partners; senior advisory to large public companies |
| KPMG | Auditor; Financial Services Consultant | 1981–1986 | Audit and consulting experience in financial services |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| USC Leventhal School of Accounting & Marshall School of Business | Associate Professor of the Practice of Accounting | Current | Teaches M&A Financial Accounting, Financial Statement Analysis (Graduate), Managerial Accounting (Undergraduate) |
Board Governance
- Independence: The Board determined that George G. Braunegg is independent under NYSE listing standards .
- Board & attendance: The Board met 4 times in 2024; each director attended at least 75% of the aggregate of Board and committee meetings on which they served .
- Executive sessions: The Board held 4 executive sessions of non‑management directors in 2024, presided over by the Lead Independent Director (Martha E. Marcon) .
- Committee assignments and 2024 meeting cadence:
- Audit Committee: Member; 4 meetings in 2024; all members independent and financially literate per NYSE; Audit Chair is Martha E. Marcon; Marcon qualifies as “audit committee financial expert” .
- Compensation Committee: Member; 3 meetings in 2024; all members independent; committee administers executive compensation and the 2024 LTIP .
- Nominating/Corporate Governance Committee: Not a member; committee (Little—Chair, Marcon, Ellis) met 2 times in 2024 .
- Investment Committee: Chair; 4 meetings in 2024; responsibilities include investment strategy, manager oversight, compliance, approvals, and quarterly reporting to the Board; he was appointed Chair on February 7, 2025 .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Member | 4 | Oversight of auditors, audit scope, internal controls, statutory audits of subsidiaries; NYSE/SEC independence and literacy requirements met |
| Compensation | Member | 3 | Executive comp design, plans, policies; administers annual bonus and 2024 LTIP; CD&A review |
| Investment | Chair | 4 | Strategy/guidelines, manager selection/monitoring, compliance, approval of investment transactions; quarterly reporting |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Equity Awards |
|---|---|---|
| 2024 | $100,800 | None; non‑employee directors do not receive equity awards |
| 2024 Director Fee Schedule | Amount |
|---|---|
| Quarterly fee | $7,800 per quarter |
| Board meeting fee | $7,800 per Board meeting attended |
| Audit Committee: Chair fee | $7,800 per regular meeting (Chair) |
| Audit Committee: Member fee | $4,700 per meeting (Member) |
| Compensation Committee: Chair fee | $4,500 per meeting (Chair) |
| Compensation Committee: Member fee | $2,800 per meeting (Member) |
| Nominating/Governance: Chair fee | $4,500 per meeting (Chair) |
| Nominating/Governance: Member fee | $2,800 per meeting (Member) |
| Investment Committee: Chair fee | $4,500 per meeting (Chair) |
| Investment Committee: Member fee | $2,800 per meeting (Member) |
| Lead Independent Director retainer | $25,000 annually (Marcon) |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs/Options) | None | Non‑employee directors do not receive equity awards |
| Performance cash bonuses | Not disclosed/applicable | Proxy discloses director compensation as cash fees per schedule; no performance‑linked director bonuses disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (past five years) | None disclosed in biography; Company lists public company directorships held in past five years, and none are indicated for Braunegg . |
| Compensation Committee interlocks | None; no committee member is a current/former Company officer/employee; no cross‑board interlocks with Company executives in 2024 . |
Expertise & Qualifications
- 35‑year management consulting career advising senior management of numerous large public companies; executive leadership roles and board service at CAST .
- Academic expertise in financial accounting, M&A, and financial statement analysis; current USC faculty role .
- Financial literacy: Audit Committee members meet NYSE financial literacy requirements; committee chaired by an “audit committee financial expert” (Marcon) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested/Unvested | Options | Pledging/Hedging Policy |
|---|---|---|---|---|---|
| George G. Braunegg | 2,501 | <1% | Not applicable for director awards; directors receive no equity grants | None disclosed for directors; equity awards not granted to non‑employee directors | Company policy prohibits hedging and pledging by employees, executive officers, and non‑employee directors |
- Section 16 compliance: The Company believes all filing requirements for executive officers, directors, and ≥10% holders during 2024 were satisfied (one late Form 4 was for a different officer) .
Governance Assessment
- Strengths: Independent director with deep finance/accounting and consulting expertise; serves as Chair of the Investment Committee and member of Audit and Compensation—positions central to risk oversight and pay governance; attended at least 75% of aggregate Board/committee meetings; participates in regular executive sessions led by the Lead Independent Director .
- Alignment: Directors are paid in cash only; he holds 2,501 shares (<1%); Company policy prohibits hedging and pledging, reducing misalignment and risk of collateralized positions .
- Conflicts/related party: No related‑party transactions disclosed for Braunegg; Nominating/Corporate Governance Committee oversees related‑party transaction approvals; 2024 related‑party items involved family members of George Joseph, not Braunegg .
- Board structure context: Board has a majority of independent directors; family representation exists (George Joseph—Chairman; Victor Joseph; Vicky Wai Yee Joseph), with governance mitigants including independent committees, Lead Independent Director, and formal policies on independence and related‑party review .
RED FLAGS: None disclosed specific to Braunegg—no attendance shortfall, no related‑party ties, no hedging/pledging, and no compensation anomalies for directors; Compensation Committee interlocks explicitly negated .