David Duclos
RLIAbout David B. Duclos
David B. Duclos, age 67, is RLI’s Independent Chairman of the Board (appointed May 2, 2024) and a director since 2017, with over 45 years in insurance and reinsurance leadership, including CEO roles at QBE North America and XL Insurance; he holds a B.S. in Business Administration from Eastern Illinois University and completed Wharton’s Advanced Insurance Executive Education Program . He is classified as an Independent Director under NYSE standards; the Board confirms independence annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE North America | Chief Executive Officer | Apr 2013 – Jul 2016 | Led North American operations |
| XL Insurance (XL Group) | Chief Executive | Jan 2008 – Dec 2011 | Ran global specialty and field operations |
| XL Group | Senior underwriting/field roles | Oct 2003 – 2011 | Specialty and global underwriting leadership |
| Kemper Insurance | President, Small Business Group | Sep 1999 – Jul 2003 | P&L leadership for small business |
| Cigna Corporation | Various underwriting/managerial roles; region president/specialty leader | Jul 1979 – Jul 1999 | Broad underwriting and regional leadership |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| QBE Capital, Ltd. (QBE Group subsidiary) | Chair | Current | Subsidiary board chair; see independence review below |
| Westfield International Specialty Managing Agency (Lloyd’s Syndicate 1200) | Non-Executive Chair | Current | Lloyd’s platform leadership |
| Brightway Insurance Agency | Chair, Board of Directors | Current | Retail distribution oversight |
| American Association of Insurance Services (AAIS) | Board member | Current | Standards-setting organization |
| Maguire Academy of Insurance & Risk Management (St. Joseph’s University) | Director | Current | Academic/industry interface |
| QBE Latin American Insurance Holdings (formerly QBE Emerging Markets) | Director | Prior | Former director |
| Lloyd’s Global Network (Advisory Board) | Non-Executive Chairman | Prior | Advisory leadership |
Board Governance
- Chairman of the Board; Committee Chair: Human Capital & Compensation (HCCC); Committee member: Nominating & Corporate Governance; served on Strategy & Risk in 2024 before committee was dissolved Jan 1, 2025 .
- Independence status: Independent Director (only one management director on the Board); Board remained majority independent .
- Attendance: Board held 4 meetings in 2024; no director attended fewer than 75% of Board/committee meetings, and all 12 directors then in office attended the 2024 Annual Meeting .
- Leadership structure: CEO/Chair split since Jan 1, 2022; Duclos appointed Independent Chair May 2, 2024; independent directors hold executive sessions at each Board meeting .
- ERM oversight: Strategy & Risk Committee responsibilities moved to Finance & Risk effective Jan 1, 2025; cybersecurity oversight moved to Finance & Risk Feb 12, 2025 .
Fixed Compensation
| Component | Policy Amount (2024) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $80,000 | Nonemployee directors |
| Annual RSU Grant | $100,000 | Granted May 2, 2024; vests at 2025 Annual Meeting; dividend equivalents accrue |
| Committee Membership Retainer | Audit $15,000; Other committees $10,000 | Per committee |
| Committee Chair Retainer | Audit $20,000; HCCC $20,000; Others $10,000 | Per chair role |
| Chairman of the Board Retainer | $100,000 | Half cash, half RSUs; pro-rated for 2024 |
| 2024 Actual Director Compensation (Duclos) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $159,781 |
| Stock Awards (RSUs) | $149,878 |
| Options/Other/Deferred Earnings | — (none reported) |
| Total | $309,659 |
- RSU grant size for nonemployee directors in 2024 was 698 RSUs (split-adjusted 1,396) valued at grant-date price; directors may defer RSUs to the Director Deferred Plan .
- Program change: Effective Jan 1, 2025, annual RSU grant increased to $125,000 .
Performance Compensation
| Award Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 698 RSUs; ~$99,919 value for standard grant | Earlier of one year after grant or date of 2025 Annual Meeting | Dividend equivalents accrue as RSUs; may elect deferral into Director Deferred Plan |
| Chairman RSU portion (pro-rated) | May 2, 2024 | Included in $149,878 total stock awards | Same as above | Half of Chairman retainer paid in RSUs, pro-rated in 2024 |
- No performance metrics are attached to director RSUs; they are time-based and may be deferred .
- Clawbacks: Company-wide incentive recoupment applies to executive incentive plans; director RSUs are governed by standard vesting/deferral provisions, not performance formulas .
Other Directorships & Interlocks
| Relationship | Nature | Materiality/Review |
|---|---|---|
| QBE Group (QBE Capital Chair; QBE Re reinsurance arrangements with RLI subsidiaries) | Board role at QBE subsidiary; RLI subsidiaries enter reinsurance with QBE Re | Determined immaterial; none exceeded 2% of QBE Re consolidated gross revenues; independence maintained |
| Hagerty relationships (Angelina-related; not Duclos) | Hagerty Re reinsurance and Hagerty Insurance Agency production with RLI subsidiaries | Determined immaterial; below 2% of Hagerty revenues |
| SS&C Technologies related-party transaction (Michael/Stone ties; not Duclos) | Portfolio accounting software license; $570,685 paid in 2024 | Reviewed/approved by Nominating & Corporate Governance; arm’s length; not advisory; addressed conflicts |
Expertise & Qualifications
- Skills matrix highlights CEO/senior executive leadership, strategy, financial reporting/audit, risk/actuarial, IT/cybersecurity, human capital, insurance industry, and investments/capital markets among Duclos’s competencies .
- Formal qualifications: 45+ years in insurance/reinsurance, global executive management, Wharton advanced program completion .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 22,595 shares (includes deferred plan trust holdings; excludes unvested RSUs) |
| Ownership as % of Outstanding | ~0.025% of 91,770,064 shares outstanding |
| RSUs Unvested (as of Mar 17, 2025) | 1,438 RSUs (including dividend equivalents; vests at 2025 Annual Meeting) |
| Deferred Plan Trust | 13,224 shares held in irrevocable trust for Director Deferred Plan (no voting/investment power) |
| Hedging/Pledging | Prohibited for directors; no margin accounts or pledging allowed |
| Director Stock Ownership Guidelines | Increased to $1,000,000 for directors; $1,500,000 for Chairman, effective Jan 1, 2025; directors may not sell until guideline met; five years to attain; 2024 status: all met prior $500,000 or within window |
Governance Assessment
- Positive signals: Independent Chair since May 2024; strong independence framework and executive sessions; robust director ownership guidelines (raised to $1.5M for Chair); anti-hedging/anti-pledging policy; annual/peer evaluation processes; robust ERM oversight with refreshed committee responsibilities .
- Engagement/attendance: Board met 4 times; committee cadence (Audit 9; HCCC 5; Nominating & Corporate Governance 4; Finance & Investment 4; Strategy & Risk 4); no director below 75% attendance; full attendance at Annual Meeting .
- Potential conflicts: QBE interlock reviewed and deemed immaterial; ongoing monitoring via Related Party Transaction Policy; unrelated SS&C transaction addressed with formal committee oversight and independence safeguards .
- Compensation alignment: Director pay mix emphasizes equity via RSUs and enhanced share ownership requirements; RSUs time-based with deferral options; Chairman retainer split between cash and equity .
- Shareholder sentiment: 2024 Say-on-Pay for executives received >97% approval, indicating broad support for compensation governance; indirect positive governance indicator for board oversight under Duclos’s HCCC chairmanship .