Debbie Roberts
RLIAbout Debbie S. Roberts
Debbie S. Roberts, age 60, has served as an Independent Director of RLI since 2018. She is Executive Vice President and Chief Operations Officer of Panera Bread Co. (since September 2020), and previously held senior operating roles at McDonald’s Corporation over a 28‑year career. She holds a Bachelor’s degree in Accounting from the University of Illinois. Committees: Human Capital & Compensation; Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Panera Bread Co. | Executive Vice President & Chief Operations Officer | Since Sep 2020 | Senior operator overseeing company operations |
| McDonald’s Corporation | President, East Zone | 2016–2018 | Led ~$18.7B sales and 7,000 restaurants |
| McDonald’s Corporation | President, Northeast Zone | 2014–2016 | Regional leadership (operations, growth) |
| McDonald’s Corporation | Sr. VP, Restaurant Support Officer – East; earlier roles in accounting, marketing, operations | Part of 28‑year career | Progressive operating/accounting leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Krispy Kreme, Inc. (Nasdaq: DNUT) | Director | Current | Public company directorship |
| Women’s Foodservice Forum | Director | Current | Non-profit leadership role |
| American Red Cross | Board member | Former | Non-profit board service |
| University of Illinois Champaign Alumni | Board member | Former | Academic/alumni board |
| Catalyst | Board of Directors | Former | Non-profit board service |
Board Governance
- Independence: The Board’s annual review shows Ms. Roberts is Independent under NYSE standards; only Independent Directors may serve on Audit, HCCC, and N&CG committees .
- Committees and roles: Member, Human Capital & Compensation Committee (HCCC); Member, Nominating & Corporate Governance Committee (N&CG). HCCC met five times in 2024; Ms. Roberts is listed among HCCC members. N&CG membership included Ms. Roberts throughout 2024 and into 2025; chair is Robert P. Restrepo, Jr. .
- Attendance and engagement: In 2024, the Board met four times; no Director attended fewer than 75% of Board and Committee meetings for their period of service. Independent Directors meet in executive session in connection with each Board meeting .
- Shareholder support: In the May 13, 2025 election, votes for Ms. Roberts were 76,563,975; against 2,470,688; abstentions 507,263; broker non‑votes 5,900,802 .
- Board structure update: RLI dissolved the Strategy & Risk Committee effective Jan 1, 2025; ERM oversight moved to the renamed Finance & Risk Committee, and strategic planning oversight to the full Board .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 100,000 | 100,000 |
| Stock Awards (Grant-date fair value) | 99,984 | 99,919 |
| Total | 199,984 | 199,919 |
Director fee framework (policy-level amounts):
- Annual Board Retainer: $80,000 (2023, 2024) .
- Annual RSU grant value: $100,000 (2023, 2024) .
- Annual Committee Retainers: Audit $15,000; All Other Committees $10,000 (2023, 2024) .
- Additional Annual Committee Chair Retainers: Audit $20,000; HCCC $20,000; All Other Committees $10,000 (2023, 2024) .
Performance Compensation
| RSU Detail | 2024 Grant |
|---|---|
| Grant date | May 2, 2024 |
| RSUs granted | 698 RSUs (split-adjusted 1,396) |
| Dividend equivalents | Accrue as additional RSUs |
| Vesting | On the date of the 2025 Annual Meeting |
| Beneficially included RSUs (as of Mar 17, 2025) | 1,438 RSUs (1,396 + dividend equivalents) |
- Deferral feature: Directors may defer fees/RSUs into the Director Deferred Plan; if directed to RLI shares, a rabbi trust purchases Company stock; dividends are reinvested; distributions occur per the director’s election .
Other Directorships & Interlocks
| External Company | Potential Interlock/Transaction With RLI | Notes |
|---|---|---|
| Krispy Kreme, Inc. | None disclosed with RLI | No related‑party transactions disclosed for Ms. Roberts; independence affirmed . |
| Women’s Foodservice Forum / former non-profits | N/A | Charitable and non-profit boards, not indicative of RLI business dealings . |
Expertise & Qualifications
- 30+ years of executive leadership with deep operating experience in large-scale, multi-unit retail/restaurant environments; background in accounting and executive management .
- Bachelor’s degree in Accounting (University of Illinois) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total beneficially owned shares | 23,975 shares; less than 1% of class |
| Shares held in Director Deferred Plan trust | 22,538 shares (no voting/investment power) |
| RSUs included in beneficial ownership | 1,438 RSUs (incl. dividend equivalents) |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited for Directors and executive officers |
| Director ownership guideline (through 2024) | $500,000 within five years of initial appointment; all Directors met or within five years as of 12/31/2024 |
| Director ownership guideline (effective 1/1/2025) | $1,000,000 for Directors; $1,500,000 for Chair; no sales permitted until guideline met; five years to attain increased level |
Governance Assessment
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Positive signals:
- Strong shareholder support for Ms. Roberts’ 2025 re‑election (76.6M for vs. 2.47M against) and robust company Say‑on‑Pay outcomes (over 97% approval in 2024; 2025 advisory vote also passed) indicate investor confidence in board oversight and pay practices .
- Independence affirmed; service on HCCC and N&CG aligns her expertise in operations/accounting with human capital and governance priorities; HCCC met 5x in 2024, evidencing active oversight .
- Director compensation mix is balanced (~50/50 cash/equity), with RSUs subject to a one‑year vest and dividend equivalents; robust anti‑hedging/anti‑pledging and elevated 2025 ownership guidelines enhance alignment .
-
Watch items:
- Time commitments: Ms. Roberts is a sitting EVP & COO at Panera and a director at Krispy Kreme; while no attendance shortfalls were disclosed and she remains within independence standards, continued monitoring of attendance and committee engagement is prudent for overboarding risk management .
- Compensation consultant independence: HCCC retained sole authority but did not engage an independent consultant in 2024; management retained Lockton Financial Advisors. While permissible, investors often prefer direct committee retention to minimize perceived influence; continued transparency is advisable .
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Conflicts/related‑party exposure:
- The Board’s independence review disclosed no material relationships affecting Ms. Roberts’ independence; no related‑party transactions involving Ms. Roberts were disclosed .
- Insider Trading Policy prohibits hedging/pledging for Directors, reducing alignment risk; no Rule 10b5‑1 plans were entered by Directors in 2024 .