Clark Kellogg
RLIAbout Clark Kellogg
Clark C. Kellogg (age 63) has served as an Independent Director of RLI since 2024. He is a long-time basketball commentator at CBS Sports (lead studio and game analyst since 1997) and spent 32 years with the Indiana Pacers, most recently as Vice President of Player Relations. He holds a Bachelor’s degree in Marketing from The Ohio State University. His board credentials emphasize customer experience and executive management expertise, and he is designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana Pacers | Vice President of Player Relations; broadcaster; player | 32 years total | Player relations leadership; front-office experience |
| CBS Sports | Lead studio and game analyst | Since 1997 | On-air analyst; national sports media presence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Merchants Bank (Nasdaq: FRME) | Director | Current | Audit; Compensation & Human Resources committees |
| Columbus Foundation | Governing Committee Chair | Current | Governance leadership |
| The Ohio State Alumni Association | Board member | Prior | Alumni engagement |
| The Ohio State University | Board of Trustees (prior) | Prior | University governance |
Board Governance
- Committee assignments: Human Capital & Compensation (HCCC) and Finance & Risk; not a committee chair.
- Independence: Affirmed independent; only independent directors may serve on Audit, HCCC, and Nominating & Corporate Governance committees.
- Attendance: Four board meetings in 2024; no director attended fewer than 75% of aggregate board/committee meetings; independent directors met in executive session at each board meeting.
- Committee activity: In 2024, HCCC met 5 times; Finance & Investment (renamed Finance & Risk effective Jan 1, 2025) met 4 times.
- Board leadership: Independent Chairman appointed May 2, 2024; independent executive sessions conducted regularly.
- Policies: Anti-hedging, anti-pledging, and margin account restrictions for directors; Rule 10b5-1 trades not used in 2024.
- Related-party oversight: Written policy requiring Nominating & Corporate Governance Committee review/approval for transactions >$50k; one SS&C transaction reviewed and reaffirmed in 2024; no involvement by RLI directors tied to SS&C in contract decisions; not related to Kellogg.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board Retainer (cash) | $80,000 |
| Committee Retainers (HCCC + Finance/Investment) | $20,000 total ($10,000 each) |
| Fees Earned or Paid in Cash (total) | $100,000 |
| Stock Awards (RSUs grant-date fair value) | $99,919 |
| Total 2024 Director Compensation | $199,919 |
Additional notes:
- RSU grant value for directors increased from $100,000 to $125,000 effective January 1, 2025 (granted upon election at the 2025 Annual Meeting).
Performance Compensation
| Grant detail | Value |
|---|---|
| RSU grant date | May 2, 2024 |
| RSUs granted | 698 (split-adjusted 1,396 including dividend equivalents) |
| Grant-date fair value | $99,919 |
| Vesting | Earlier of one year after grant or date of 2025 Annual Meeting; RSUs accrue dividend equivalents payable at vest/distribution |
No director options or performance-conditioned equity awards are disclosed for directors; RLI uses time-based RSUs for non-employee directors.
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure | Status |
|---|---|---|
| First Merchants Bank (FRME) | Banking relationship with RLI not disclosed; no related-party mention | None disclosed in RLI related-party section |
| SS&C Technologies | Not a Kellogg role | Only noted connections involve other RLI directors; transaction reviewed and reaffirmed; not tied to Kellogg |
Expertise & Qualifications
- Customer experience and executive management expertise; marketing degree from Ohio State.
- Board service includes financial services exposure via FRME (Audit and Compensation & HR committees).
- Contributes to HCCC and Finance & Risk oversight aligned with talent, compensation, capital, and enterprise risk.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 1,438 shares (includes RSUs + dividend equivalents) |
| Ownership as % of outstanding | <1% (Company notes “Less than 1 percent of Class”) |
| Vested vs unvested | Includes unvested RSUs vesting at 2025 Annual Meeting |
| Pledging/hedging | Prohibited for directors by Insider Trading Policy |
Stock ownership guidelines for directors:
- 2024 guideline: $500,000 to be met within five years of initial appointment. As of Dec 31, 2024, directors had met goals or were within five years (Kellogg appointed Jan 1, 2024).
- 2025 guideline: Increased to $1,000,000 for directors (and $1,500,000 for Chairman); directors may not sell shares until guideline met; five years to attain increased level.
Governance Assessment
- Board effectiveness: Kellogg serves on HCCC and Finance & Risk, two critical committees for talent, pay, capital, and ERM oversight; independence affirmed; board led by independent chair.
- Engagement: Board met four times; committees active; executive sessions held; no director fell below 75% attendance threshold.
- Alignment: Director compensation is split between cash retainers and time-based RSUs; enhanced 2025 RSU value raises equity alignment; strict ownership guidelines and anti-hedging/pledging bolster alignment.
- Conflicts: No Kellogg-specific related-party transactions disclosed; RLI related-party policy applied to SS&C transaction involving other directors; oversight mechanisms appear robust.
- Shareholder signals: 2024 say‑on‑pay received over 97% support, suggesting broader confidence in compensation governance.
RED FLAGS
- None directly tied to Kellogg disclosed (no related-party transactions, hedging/pledging, or attendance shortfalls). Monitor aggregate time commitments (CBS broadcasting + FRME board + RLI committees) for potential overboarding risk, though no proxy disclosure flags this concern.