Ramona Cappello
MERCURY GENERALAbout Ramona L. Cappello
Ramona L. Cappello, 65, has served as an independent director of Mercury General Corporation since 2018 and is currently Chair of the Compensation Committee and a member of the Investment Committee . She is a Partner at CEO Coaching International (since 2019) and CEO/Founder of Sun Harvest Salt, LLC (since 2014), with prior operating roles at Corazonas Foods (Founder/CEO), Mauna Loa (SVP), and leadership roles running businesses at Nestlé, Kendall‑Jackson Wines, and Celestial Seasonings, bringing extensive consumer/operations expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corazonas Foods, Inc. | Founder, CEO, Board Member | 2005–2013 | Built and led a functional food brand; public and private board experience cited as qualification |
| Mauna Loa Macadamia Nut Corporation | Senior Vice President | 2002–2005 | Senior P&L/operator role |
| Nestlé; Kendall‑Jackson Wines; Celestial Seasonings | Business unit leader | Prior to 2002 | Ran several major businesses, providing CPG/brand/operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CEO Coaching International | Partner | 2019–present | Executive coaching firm |
| Sun Harvest Salt, LLC | CEO & Founder | 2014–present | Founder/operator experience |
| Felbro Food Products | Director | Current | Private company board (disclosed as current) |
| Dominicks Foods | Director | Current | Private company board (disclosed as current) |
| USC Dornsife College; USC Kaufman School of Dance | Boards of Councilors | Current | External academic advisory roles |
| True Drinks Holdings, Inc. (public) | Former Director | Former | Served on Compensation, Corporate Governance, and Audit committees |
| USC Board of Trustees; Nielsen‑Massey Vanillas, Inc.; Luxco, Inc.; IPS All Natural, LLC | Director | Former | Private/non‑profit prior boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Cappello is independent under NYSE standards |
| Committees | Compensation Committee (Chair); Investment Committee (Member) |
| Committee activity (2024) | Compensation Committee held 3 meetings; Investment Committee held 4 meetings |
| Board meetings (2024) | 4 meetings; each director attended at least 75% of aggregate Board and committee meetings |
| Executive sessions (2024) | 4 executive sessions of non‑management directors; presided by Lead Independent Director Martha E. Marcon |
| Director since | 2018 |
| Lead Independent Director | Martha E. Marcon |
| Compensation Committee interlocks | None; no member is a current/former company officer; no reciprocal interlocks disclosed in 2024 |
| Section 16 compliance | Company believes all directors/officers complied with Section 16 filing requirements in 2024 (one late filing by a VP unrelated to Ms. Cappello) |
Fixed Compensation
| Component (Directors) | Amount/Structure |
|---|---|
| 2024 total fees (Cappello) | $79,300 |
| Quarterly fee | $7,800 per quarter |
| Board meeting fee | $7,800 per Board meeting attended |
| Audit Committee | Chair: $7,800; Member: $4,700 per meeting attended |
| Compensation Committee | Chair: $4,500; Member: $2,800 per meeting attended |
| Nominating/Corporate Governance Committee | Chair: $4,500; Member: $2,800 per meeting attended |
| Investment Committee | Chair: $4,500; Non‑management member: $2,800 per meeting attended |
| Lead Independent Director retainer | $25,000 (role held by Ms. Marcon) |
| Equity to directors | None; non‑employee directors do not receive equity awards |
Performance Compensation
Non‑employee directors receive no equity or performance‑based compensation; pay is entirely cash‑based meeting/retainer fees .
Key executive incentive metrics overseen by the Compensation Committee (context for Ms. Cappello’s chair role):
| Plan | Metric | Definition/Formula | Target/Cap | 2024 Outcome/Notes |
|---|---|---|---|---|
| Annual MIP (cash bonus) | Company Performance Multiplier (CPM) | GAAP underwriting profit margin ÷ 4%; capped at 150% | Target margin 4%; CPM cap 150% | 2024 GAAP underwriting profit margin 4% (combined ratio 0.96) → CPM 100% |
| 2024 LTIP PSUs (cash‑settled) | Average Combined Ratio (3‑yr) | Multi‑year underwriting metric; included equally with market share growth | Max payout 150% of target; cash value based on average share price near period end; service condition applies | Performance period 2024–2026; corporate and individual performance components |
| 2024 LTIP PSUs (cash‑settled) | Market Share Growth (3‑yr) | Growth in market share; included equally with average combined ratio | Same as above | Same as above |
Additional governance controls under Committee oversight: Dodd‑Frank‑compliant clawback adopted Oct 2, 2023; administered by the Compensation Committee . 2024 Say‑on‑Pay approval exceeded 96% . The company did not benchmark 2024 executive pay to peers; relied on internal experience/discretion (a potential governance consideration) .
Other Directorships & Interlocks
| Company/Entity | Status | Role | Committees |
|---|---|---|---|
| Felbro Food Products | Disclosed as current | Director | Not disclosed |
| Dominicks Foods | Disclosed as current | Director | Not disclosed |
| True Drinks Holdings, Inc. | Public (former) | Director (former) | Compensation; Corporate Governance; Audit (former) |
| USC Dornsife; USC Kaufman | Academic | Boards of Councilors | Advisory roles |
| USC Board of Trustees; Nielsen‑Massey; Luxco; IPS All Natural | Private/non‑profit (former) | Director (former) | Not disclosed |
No compensation committee interlocks were disclosed for 2024, and no reciprocal interlocking directorates with MCY executives were reported .
Expertise & Qualifications
- Executive operator/CEO with branded CPG and food industry experience (Corazonas, Mauna Loa; roles at Nestlé, Kendall‑Jackson, Celestial Seasonings), bringing growth, marketing, and operations acumen .
- Board experience spanning public and private entities; committee exposure (audit, compensation, governance) enhances oversight perspective .
- Active advisor/coach to CEOs, supporting talent development and performance management processes aligned with Comp Committee remit .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 0 shares beneficially owned; “—” in proxy table |
| % of outstanding | “*” = less than 1% |
| Director equity awards | None for non‑employee directors |
| Hedging/pledging | Prohibited for employees and non‑employee directors (hedging, pledging, margin purchases) |
| Section 16 compliance | Company believes all directors complied in 2024 (one late Form 4 by another officer) |
Governance Assessment
- Strengths
- Independent director; chairs Compensation Committee; member of Investment Committee—positions central to oversight of human capital, pay‑for‑performance, and investment risk .
- Board/committee engagement: each director met ≥75% attendance in 2024; Compensation Committee met 3x; Investment Committee 4x; regular executive sessions (4x) under a lead independent director structure .
- Compensation governance: clawback policy adopted Oct 2, 2023; very strong 2024 Say‑on‑Pay support (>96%) indicating investor endorsement of program design and oversight .
- No related‑party transactions disclosed involving Ms. Cappello; committee interlocks not present in 2024 .
- Watch items / potential red flags
- Ownership alignment: Ms. Cappello reported 0 shares and non‑employee directors receive no equity, resulting in all‑cash board pay with limited direct stock exposure; hedging/pledging is prohibited by policy, but lack of director equity may dilute alignment optics .
- Executive pay setting for 2024 relied on internal discretion rather than external benchmarking/consultants, increasing reliance on judgment by the Compensation Committee (which Ms. Cappello chairs) .
- Only two directors attended the 2024 Annual Meeting (optics on board‑shareholder engagement; not specific to Ms. Cappello) .
- Broader board context includes multiple Joseph family insiders; however, committees (including Compensation) are independent under NYSE standards .
Overall: Ms. Cappello’s independent status, committee leadership, and relevant operating/board experience support governance effectiveness. The primary alignment gap is zero share ownership amid a cash‑only director compensation structure; monitoring for future adoption of director equity or ownership guidelines would be prudent, alongside continued transparency around the committee’s discretion‑heavy executive pay decisions .