James Ellis
MERCURY GENERALAbout James G. Ellis
James G. Ellis, age 78, has served as an independent director of Mercury General Corporation since 2014. He is the former Dean of the USC Marshall School of Business and held senior academic leadership roles at USC, combined with prior operating executive experience as CEO and President in consumer and luxury goods. The Board has determined he is independent under NYSE listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USC Marshall School of Business | Dean | 2007–June 2019 | Led a top business school; senior academic oversight |
| USC (University of Southern California) | Vice Provost, Globalization | Pre–April 2007 | University-wide global initiatives |
| USC Marshall School of Business | Vice Dean, External Relations | Pre–April 2007 | External engagement and advancement |
| USC Marshall School of Business | Professor, Marketing Department | 1997–2021 | Academic leadership and teaching |
| Port O’Call Pasadena | Chairman & CEO | 1990–1997 | Operated upscale home accessory retail |
| American Porsche Design | President & CEO | 1985–1990 | Led U.S. luxury brand operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private companies | Director | Various years | The proxy notes service on numerous boards; specific names not disclosed |
Board Governance
- Committee assignments: Member, Nominating/Corporate Governance Committee; Member, Investment Committee. Ellis served as Chair of the Investment Committee until February 7, 2025, when George G. Braunegg was appointed Chair. The Nominating/Corporate Governance Committee had two meetings in 2024; the Investment Committee had four meetings in 2024.
- Independence: The Board determined Ellis is independent under NYSE standards.
- Attendance: In 2024 the Board held four meetings, and each director attended at least 75% of the aggregate Board and applicable committee meetings.
- Executive sessions: The Board held four executive sessions of non-management directors in 2024; all included only independent directors, presided over by the Lead Independent Director (Martha E. Marcon).
- Related-party oversight: The Nominating/Corporate Governance Committee (of which Ellis is a member) oversees the Company’s related party transaction policy and review/approval process.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – James G. Ellis | $75,100 | $86,000 |
| Cash Fee Schedule (Non-Employee Directors) | Amount (2024) |
|---|---|
| Quarterly director fee | $7,800 per quarter |
| Per Board meeting attended | $7,800 |
| Audit Committee – Chair per regular meeting | $7,800 |
| Audit Committee – Member per regular meeting | $4,700 |
| Compensation Committee – Chair per meeting | $4,500 |
| Compensation Committee – Member per meeting | $2,800 |
| Nominating/Corporate Governance – Chair per meeting | $4,500 |
| Nominating/Corporate Governance – Member per meeting | $2,800 |
| Investment Committee – Chair per meeting | $4,500 |
| Investment Committee – Non-management member per meeting | $2,800 |
| Lead Independent Director annual retainer | $25,000 |
Performance Compensation
| Item | Status |
|---|---|
| Equity awards (RSUs, PSUs, options) to non-employee directors | None; non-employee directors do not receive equity awards |
| Performance-based director compensation metrics (e.g., TSR, EBITDA) | Not applicable; director pay is cash-only |
None of the Company’s non-employee directors receive equity awards; compensation is paid in cash per meeting/retainer schedules.
Other Directorships & Interlocks
- The proxy identifies Ellis as having served on “numerous public and private company” boards historically; specific names and current public boards are not disclosed.
- Compensation Committee interlocks: In 2024, Compensation Committee members were Joshua E. Little, George G. Braunegg, and Ramona L. Cappello; no interlocks or insider participation were disclosed (no executive officers sat on external boards’ compensation committees in a reciprocal manner).
Expertise & Qualifications
- Extensive executive management experience (Chairman/CEO roles) and senior academic leadership (Dean, Vice Provost, Vice Dean), providing capital, risk, and organizational management skills valued by the Board.
- Company explicitly cites Ellis’s “extensive experience in executive management and senior academic positions” as qualifications for Board service.
Equity Ownership
| Holder | Shares Beneficially Owned (as of April 1, 2025) | Ownership % |
|---|---|---|
| James G. Ellis | — (no reported beneficial ownership) | <1% (asterisked as less than 1%) |
Table footnote: “ Less than 1.0% of the outstanding Common Stock.”
Governance Assessment
- Strengths: Independent director; prior Chair of the Investment Committee (independent oversight of investment strategy and risk); active member of Nominating/Corporate Governance (conflict oversight); Board conducts regular executive sessions of independent directors; directors met the 75% attendance threshold.
- Alignment considerations: Non-employee directors receive cash-only compensation with no equity grants; Ellis reports no beneficial ownership in MCY, which limits direct “skin-in-the-game” alignment.
- Conflict oversight: Ellis sits on the committee that reviews related party transactions; the Company maintains a written policy and disclosed related-party payments involving family members of controlling shareholders, reinforcing the need for robust committee review.
- Committee transitions: Ellis stepped down as Chair of the Investment Committee on February 7, 2025, with Braunegg appointed Chair; continued membership supports continuity while shifting leadership responsibilities.