Michael D. Kennedy
OLD REPUBLIC INTERNATIONALAbout Michael D. Kennedy
Independent director since 2020; age 68. Former senior client partner at Korn Ferry (retired 2024), with prior senior roles at GE Capital, Wachovia, and J.P. Morgan; appointed by President Obama as Chair of the Federal Retirement Thrift Investment Board (largest U.S. pension fund), serving until 2020. Committees: Audit; Governance & Nominating (Vice Chair), and slated to become Chair of Governance & Nominating and join the Executive Committee effective May 22, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Korn Ferry | Senior Client Partner; leader in Diversity Center of Expertise | Retired 2024 | Global financial services market leadership |
| Federal Retirement Thrift Investment Board (FRTIB) | Chair | Served until 2020 | Oversight of largest U.S. pension fund |
| GE Capital | Senior positions | Not disclosed | Financial services experience |
| Wachovia | Senior positions | Not disclosed | Financial services experience |
| J.P. Morgan & Co. | Senior positions | Not disclosed | Financial services experience |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed for Kennedy; contrast: other directors list external boards when applicable . |
Board Governance
- Independence: Classified as an independent director; independence affirmed for committee membership (Audit and Governance & Nominating are composed exclusively of independent directors) .
- Committee assignments (current): Audit; Governance & Nominating (Vice Chair) .
- Committee leadership changes: Will become Chair of Governance & Nominating and join the Executive Committee effective May 22, 2025 .
- Board attendance: In 2024, each incumbent director attended at least 75% of the aggregate meetings of the Board and committees on which they served; Board met four times .
- Executive sessions: Independent directors held at least one executive session in 2024; Lead Independent Director in 2024 was Steven R. Walker .
- Committee meetings in 2024: Audit (7), Compensation (4), Executive (4), Governance & Nominating (5) .
- Majority voting standard in uncontested elections adopted in 2024, with a director resignation policy enhancing accountability .
Fixed Compensation
| Component | 2024 (Kennedy) | 2025 Structure |
|---|---|---|
| Annual Board Membership Fee | $197,083 total fees earned (Kennedy) | $195,000 annual cash retainer |
| Equity Compensation (Non-employee Directors) | None in 2024 | $75,000 RSUs, one-year vest, with ability to elect cash up to expected tax liability; dividend equivalents paid in cash |
| Committee Chair Fees | Governance & Nominating Chair $14,000; (Kennedy to chair starting May 22, 2025) | Governance & Nominating Chair $14,000; Compensation Chair $14,000; Audit Chair $21,000 |
| Lead Independent Director Fee | N/A for Kennedy | $14,000 (role held by Walker) |
Performance Compensation
- Directors do not receive performance-linked cash bonuses; 2025 introduces time-based RSUs with one-year vesting for non-employee directors (no performance metrics) .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| Related-party transactions | None proposed in 2024 (company-wide) | Pre-clearance via independent subcommittee; directors excluded if conflicted |
| Public company interlocks | None disclosed for Kennedy | Proxy lists external boards for other directors when present; none listed for Kennedy . |
Expertise & Qualifications
- Deep financial services and governance background from Korn Ferry and senior roles at GE Capital, Wachovia, and J.P. Morgan .
- Public pension oversight as former Chair of FRTIB (largest U.S. pension fund), adding fiduciary governance credibility .
- Serves on Audit Committee (not designated “Financial Expert”); committee includes multiple financial experts to balance expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 10,272 shares |
| Ownership as % of shares outstanding | <0.1% (less than one-tenth of one percent) |
| Options held | 0 (directors listed with 0 options) |
| Pledging/Hedging | Prohibited by Securities Trading Policy |
| Stock ownership guideline | Increased to $400,000 beginning in 2025; directors have five years to comply; all directors/officers either meet or are within the compliance period . |
Governance Assessment
- Positive signals:
- Independence and active governance role: Vice Chair of Governance & Nominating, slated to Chair and join Executive Committee, indicating strong influence on board composition and ESG oversight .
- Alignment and discipline: Director ownership guideline raised to $400,000; hedging/pledging prohibited; annual Say-on-Pay support strong at ~94% in 2024, reflecting investor confidence in compensation governance .
- Robust oversight structures: Majority voting with resignation policy; independent committees; clawback policy codified; data security and AI oversight embedded in committee charters .
- Watch items:
- Audit Committee membership without “Financial Expert” designation for Kennedy; mitigated by four audit committee members designated as financial experts .
- Attendance disclosure is threshold-based (≥75%); individual attendance percentages not disclosed, limiting precision in engagement assessment .
- No red flags identified:
- No related-party transactions in 2024; insider hedging/pledging prohibited; independent compensation consultant engaged by the Compensation Committee .