Jeffrey Fick
RLIAbout Jeffrey Fick
Chief Legal Officer & Corporate Secretary of RLI; age 64; executive officer since 2016 and in current Corporate Secretary role since January 1, 2020, indicating ~9 years on the executive team by 2025 . RLI’s 2024 performance drivers tied to his compensation oversight include an 86.2 combined ratio (29th consecutive underwriting profit), 22.2% ROE, MVP of $241.9M, and five‑year book value growth ranked 2/12 among peers; gross premiums written rose to $2.01B (+11% y/y) . Shareholder support for executive pay remained strong (97% Say‑on‑Pay approval in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RLI | Vice President, Human Resources; then Sr. Vice President, Chief Legal Officer | 2016 (promotion to Sr. VP CLO on Oct 28, 2016) | Transitioned from HR leadership to legal leadership, indicating broad governance scope across people and compliance functions . |
| RLI | Chief Legal Officer (initial) | Oct 2016–Dec 2019 | Led legal function; elevated to Corporate Secretary later, expanding governance responsibilities . |
| RLI | Chief Legal Officer & Corporate Secretary | Jan 1, 2020–present | Oversees legal, corporate governance, insider trading policy administration, and board/meeting logistics . |
External Roles
No external directorships or public-company roles disclosed in RLI’s proxies; skip if not disclosed .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2024 | 396,308 | 70,577 (ESOP $30,015; 401(k) $30,114; executive physical; travel accident insurance; personal aircraft cost differential) |
| 2023 | 373,231 | 69,506 (same components framework) |
| 2022 | 356,616 | 69,840 |
- 2024 merit increase recommendation for Fick: +5.3% base, approved by HCCC/Board .
Performance Compensation
| Component | Metric / Structure | Target/Threshold | Actual (2024) | Weighting | Payout |
|---|---|---|---|---|---|
| MIP — Financial | Operating ROE | 7% (0% payout) → 16% (100% payout) | 18.9% | 20% | 20.0% of base |
| MIP — Financial | MVP (Market Value Potential) | $0 (0%) → $100M (100%) | $241.854M | 40% | 40.0% of base |
| MIP — Financial | Combined Ratio | 100% (0%) → 85% (100%) | 86.2% | 20% | 18.4% of base |
| MIP — Strategic | Annual Objectives (Customer Focus, Continuous Improvement, Community, Success Metrics) | 0–100% achievement | 95% achievement | 20% | 19.0% of base |
| Total MIP (2024) | Sum | — | — | — | 97.4% of base; $389,600 cash bonus |
| Equity Incentives | Type | Grant Dates & Size | Vesting & Expiration | 2024 Option Exercises |
|---|---|---|---|---|
| Stock Options | Non‑qualified options | 2024 quarterly grants: 3,750 (Feb 1, $67.97), 3,500 (May 2, $71.58), 3,500 (Aug 1, $74.52), 3,500 (Nov 1, $78.61); grant‑date FV $57,375/$54,618/$56,857/$59,430 | 20% per year over 5 years; 8‑year expiry; accelerated on death/disability/retirement; forfeiture for cause | 48,000 shares exercised; $2,231,900 value realized |
| Annual Option Award Value ($) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Option Awards | 228,280 | 257,906 | 293,123 |
- Clawbacks: SEC‑style incentive recoupment policy for restatements; bonus-bank forfeiture mechanisms; post‑termination equity proceeds within 6 months subject to clawback for specified misconduct .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (RLI common) | 215,822 shares; less than 1% of outstanding |
| ESOP Allocated Shares | 25,415 (sole voting via ESOP directions; no investment power) |
| Options exercisable within 60 days | 48,346 shares |
| Deferred Compensation Plan Balance | $458,148 aggregate balance; $62,574 2024 aggregate earnings |
| Stock Ownership Guideline | Chief Legal Officer must hold ≥2× base salary; all NEOs compliant as of Dec 31, 2024 |
| Hedging/Pledging | Executives prohibited from hedging and pledging; no 10b5‑1 plans entered in 2024 |
Employment Terms
- No individual employment or severance agreements; payouts derive from plan rules (MIP/LTIP/option terms; ESOP/401(k)) .
- Retirement treatment (age + years of service ≥75): options continue/accelerate per plan; bonus bank and MIP post‑employment subject to non‑solicit/confidentiality covenants .
| Potential Payments (as of Dec 31, 2024) | MVP/MIP/UPP ($) | LTIP ($) | Total ($) |
|---|---|---|---|
| Departure other than death/disability/retirement | N/A | N/A | N/A |
| Retirement / death / disability | 389,600 | 2,488,366 | 2,877,966 |
| For cause | 0 | 0 | 0 |
| Change in control | 389,600 | 2,488,366 | 2,877,966 |
Compensation Structure Notes
- Fick participates in the Management Incentive Program (MIP), not the MVP Program; 2024 MIP maximum opportunity set at 100% of year‑end base with weights: MVP 40%, ROE 20%, Combined Ratio 20%, Annual Objectives 20% .
- Company makes discretionary ESOP contributions (8.7% of eligible comp for 2024) and 401(k) safe harbor + discretionary contributions (3% + 5.7%) .
Compensation & Governance Signals
- Pay‑for‑performance: MIP ties to ROE/combined ratio/MVP and strategic goals; Say‑on‑Pay support ~97% in 2024, indicating investor endorsement .
- Risk safeguards: anti‑hedging/pledging; no standalone severance; clawback policies; bonus bank forfeiture mechanics for negative MVP (applies to MVP participants; MIP retains plan safeguards) .
Investment Implications
- Alignment: Meaningful ownership via ESOP, options, and deferred stock credits; compliance with 2× salary ownership guideline; anti‑pledging reduces alignment risk .
- Retention: Retirement eligibility and option retirement treatment lower abrupt departure risk; absence of guaranteed severance moderates payout inflation risk .
- Trading signals: 2024 option exercises realizing $2.23M may signal liquidity needs or confidence; monitor Form 4s for ongoing activity; anti‑hedging constrains speculative behavior .
- Performance linkage: MIP structure maps to underwriting and value creation metrics (ROE, combined ratio, MVP), aligning incentives with durable book value growth and specialty underwriting profitability .