Vicky Joseph
MERCURY GENERALAbout Vicky Wai Yee Joseph
Vicky Wai Yee Joseph, age 73, has served as a director of Mercury General Corporation since October 2021. She is the spouse of George Joseph (Chairman and largest shareholder) and mother of Victor Joseph (President & COO), and the proxy describes her as bringing “deep commitment to the Company and deep-rooted passion for its customers and the industry.”
Past Roles
No prior professional roles or biographical details beyond family relationships are disclosed in the proxy.
External Roles
No other public company directorships or committee roles are disclosed for the past five years.
Board Governance
- Independence: The Board determined its independent directors are Braunegg, Cappello, Ellis, Little, and Marcon; Vicky Joseph is not listed as independent, consistent with her spousal relationship to the Company’s largest shareholder.
- Committee memberships: She is not listed as a member of the Audit, Compensation, Nominating/Corporate Governance, or Investment Committees.
- Attendance: In 2024, each director attended at least 75% of the aggregate of Board and applicable committee meetings; the Board held four meetings, and there were four executive sessions of non-management directors. Two directors attended the 2024 Annual Meeting.
| Committee | Members (2024) | Chair | Vicky Joseph Member? |
|---|---|---|---|
| Audit | Martha E. Marcon; Joshua E. Little; George G. Braunegg | Martha E. Marcon | No |
| Compensation | Joshua E. Little; George G. Braunegg; Ramona L. Cappello | Ramona L. Cappello | No |
| Nominating/Corporate Governance | Joshua E. Little; Martha E. Marcon; James G. Ellis | Joshua E. Little (since Feb 7, 2025) | No |
| Investment | George G. Braunegg; James G. Ellis; George Joseph; Gabriel Tirador; Victor Joseph; Ramona L. Cappello | George G. Braunegg (since Feb 7, 2025) | No |
Fixed Compensation
- Structure: Non-employee directors receive quarterly cash retainers and per-meeting fees; committee chairs/members receive additional per-meeting fees; lead independent director receives an annual retainer. None of the Company’s non-employee directors receive equity awards.
- Vicky Joseph’s 2024 director fees totaled $62,400; 2023 fees totaled $60,000.
| Component | 2023 | 2024 |
|---|---|---|
| Quarterly fee | $7,500 | $7,800 |
| Per Board meeting fee | $7,500 | $7,800 |
| Audit Committee: Chair / Member (per meeting) | $7,500 / $4,500 | $7,800 / $4,700 |
| Compensation Committee: Chair / Member (per meeting) | $4,300 / $2,700 | $4,500 / $2,800 |
| Nominating/Corp Gov: Chair / Member (per meeting) | $4,300 / $2,700 | $4,500 / $2,800 |
| Investment Committee: Chair / Member (per meeting) | $4,300 / $2,700 | $4,500 / $2,800 |
| Lead Independent Director Annual Retainer | $24,000 | $25,000 |
| Non-employee director equity awards | None | None |
| Vicky Joseph – Fees Earned or Paid in Cash | 2023 | 2024 |
|---|---|---|
| Total Cash Fees | $60,000 | $62,400 |
Performance Compensation
- Non-employee director equity grants (RSUs/PSUs/options): None; MCY does not grant director equity and pays directors in cash retainers/meeting fees.
| Metric | Disclosure |
|---|---|
| Director equity awards (RSUs/PSUs/options) | None for non-employee directors |
| Performance metrics tied to director pay | None; pay is retainer/meeting-fee based |
| Option awards | None for non-employee directors |
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercury General Corporation | Director | Oct 2021–present | Spouse of George Joseph (Chairman/largest shareholder); mother of Victor Joseph (President & COO). Both also serve on the Board. |
| Other public company directorships | — | — | None disclosed in the past five years. |
Expertise & Qualifications
- The proxy cites her “deep commitment to the Company and deep-rooted passion for its customers and the industry” as qualifications; no education or industry credentials are provided.
Equity Ownership
- Beneficial ownership: 5,924 shares, representing less than 1% of outstanding shares.
- Hedging/pledging: Company policy prohibits hedging and pledging by employees, executive officers, and non-employee directors.
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 5,924 | 5,924 |
| Ownership as % of outstanding | <1% | <1% |
| Hedging/Pledging policy | Prohibited for non-employee directors | Prohibited for non-employee directors |
Governance Assessment
- Independence and conflicts: RED FLAG — Vicky Joseph is not classified as independent and is the spouse of the Company’s largest shareholder and mother of a current executive/Board member (Victor Joseph). This creates potential conflicts and perception issues around board independence and related-party oversight.
- Committee influence: She holds no committee assignments, limiting formal oversight roles (audit, compensation, governance, investment) and reducing committee-level influence on key governance matters.
- Attendance and engagement: Board-wide attendance was at least 75% in 2024; the Board held quarterly meetings and independent directors met in executive session four times under the Lead Independent Director (Marcon), supporting governance process integrity.
- Director pay alignment: Compensation is entirely cash-based (retainers and meeting fees), with no equity grants to non-employee directors, limiting long-term ownership alignment through director equity; however, hedging/pledging is prohibited by policy.
- Related-party exposure: The Company discloses related-party transactions involving George Joseph’s relatives (e.g., commissions to Metro West Insurance Services, compensation for Alan Joseph) and assigns review/approval to the Nominating/Corporate Governance Committee. Vicky’s family relationships heighten the need for rigorous enforcement of this policy.
- Shareholder signals: Say-on-pay support remained strong (2024: For 47,505,355; 2025: For 40,255,122), and director election results show Vicky Joseph received 39,599,882 For votes in 2025—solid but below independent peers—indicating investors are aware of family-related governance considerations without broadly opposing.
Additional voting data
| Measure | 2024 | 2025 |
|---|---|---|
| Say-on-pay – For | 47,505,355 | 40,255,122 |
| Say-on-pay – Against | 1,808,666 | 958,251 |
| Say-on-pay – Abstain | 59,145 | 23,901 |
| Broker non-votes | 3,271,517 | 2,693,377 |
| Vicky Joseph – Director election For | 47,867,919 | 39,599,882 |
| Vicky Joseph – Withheld | 1,505,247 | 1,637,392 |
| Broker non-votes (election) | 3,271,517 | 2,693,377 |
Board process context
| Attribute | 2024 |
|---|---|
| Board meetings held | 4 |
| Director attendance (each director) | ≥75% |
| Executive sessions of non-management directors | 4 |
| Lead Independent Director | Martha E. Marcon |
Overall, the concentration of family ties at MCY and Vicky Joseph’s non-independent status merit continued monitoring for related-party transaction rigor, board independence balance, and director effectiveness, especially given her lack of committee assignments. Strong shareholder support on advisory votes and established governance processes (executive sessions, independent committee leadership) partially mitigate these concerns.