Jordan Graham
RLIAbout Jordan W. Graham
Jordan W. Graham (age 64) is an Independent Director of RLI Corp., serving since 2004. He currently sits on the Audit Committee and the Nominating & Corporate Governance Committee. His background spans financial services strategy, M&A advisory, and deep information technology/digital experience, including senior roles at FICO, Citigroup GTS, and Cisco, and leadership of venture-backed tech businesses. He holds a Bachelor’s degree in Business Entrepreneurship from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quotient Partners | Managing Director | Since May 2011 | Strategy and M&A advisory in financial services, digital media, internet, and information services |
| Fair Isaac (FICO) | President, FICO Consumer Services; EVP Credit Scoring & Predictive Analytics | 2010–2011 | Led consumer services and analytics |
| Citigroup GTS (Global Transaction Services) | Managing Director; Head of North America Business Development | 2007–2010; consultant to CEO preceding two years | Strategy, partnerships, acquisitions; full-time consultant prior to MD role |
| Cisco Systems | VP, Internet Business Solutions Group; Managing Director & Global Head, Financial Services Industry Consulting | 1998–2004 | Led global internet business strategy consulting across industries; financial services practice leadership |
| VC-backed companies | CEO (two firms) | Not disclosed | Financial services technology and internet cloud solutions; led venture-backed businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yiftee, Inc. | Director | Current | Board service |
| Securitas Capital (SwissRe/Credit Suisse-backed PE fund) | Director; Investment Committee member | Prior | Insurance and risk ventures-focused PE fund |
| Hagerty, Inc. | Advisor to Board | Prior | Advisory role |
Board Governance
- Independence: The Board classifies Graham as Independent .
- Committees and meeting cadence (2024):
- Audit: Member; 9 meetings; Angelina (Chair); members included Angelina, Fleming, Graham, Medini .
- Nominating & Corporate Governance: Member; 4 meetings; Restrepo (Chair); membership included Restrepo, Graham, Roberts (Ahlmann through May 2, 2024) .
- 2025 changes: Effective Jan 1, 2025, standing committees are Audit, Human Capital & Compensation, Finance & Risk (renamed from Finance & Investment), and Nominating & Corporate Governance; Graham remains on Audit and Nominating & Corporate Governance .
- Attendance & engagement: In 2024, the Board held 4 meetings; no Director attended fewer than 75% of Board and committee meetings. Independent Directors meet in executive session at each Board meeting .
- Board leadership: Chairman role held by Independent Director David B. Duclos from May 2, 2024; Lead Independent Director role ceased when Duclos became Chairman .
Fixed Compensation (Director)
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $80,000 | Program-wide structure |
| Audit Committee Retainer | $15,000 | Program-wide structure |
| Other Committee Retainer (e.g., Nominating & Corporate Governance) | $10,000 | Program-wide structure |
| 2024 RSU Grant Value (standard for nonemployee Directors) | $100,000 | Granted upon election at 2024 Annual Meeting; increased to $125,000 effective Jan 1, 2025 |
| Jordan W. Graham – Fees Earned or Paid in Cash (2024) | $105,000 | Reflects retainer plus committee roles |
| Jordan W. Graham – Stock Awards (2024) | $99,919 | RSU grant FASB ASC 718 fair value |
| Jordan W. Graham – Total (2024) | $204,919 | Sum of cash and stock awards |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant Fair Value | Vesting | Performance Metrics | Deferral/Dividend Features |
|---|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 2, 2024 | 698 RSUs (split-adjusted 1,396); plus dividend equivalents (beneficial ownership table shows 1,438 RSUs incl. accrued dividends through Mar 17, 2025) | $99,919 | Vest on earlier of one year after grant or date of 2025 Annual Meeting | None disclosed (time-based vesting) | Directors may elect to defer RSUs into the Director Deferred Plan; RSUs accrue dividend rights as additional RSUs |
Effective Jan 1, 2025, the standard annual RSU award value increased from $100,000 to $125,000 for nonemployee Directors .
Other Directorships & Interlocks
- Current: Yiftee, Inc. (Director) .
- Prior: Securitas Capital (Director; Investment Committee member); Hagerty, Inc. (Advisor to Board) .
- Related-party oversight at RLI: The Nominating & Corporate Governance Committee (of which Graham was a member) reviewed and approved renewal of a legacy contract with SS&C Technologies for investment accounting software; payments were $570,685 in 2024. SS&C ties involved other RLI Directors (former Chair Michael serves on SS&C’s Board; SS&C’s CEO is brother of Director Michael J. Stone). The company asserts arm’s-length terms; neither related individuals were involved in negotiations .
Expertise & Qualifications
- Financial services strategy, M&A advisory, and IT/digital/internet expertise with 30+ years of global experience serving financial services clients and leading tech consulting practices .
- Skills matrix indicates coverage in strategy planning, financial reporting/audit, information technology/cybersecurity, and investments/capital markets/M&A, aligning with RLI’s governance needs .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 124,534 shares | Less than 1% of outstanding |
| Shares held in Director Deferred Compensation Plan trust | 110,242 shares | No voting or investment power over trust shares |
| Unvested RSUs (incl. dividend equivalents as of Mar 17, 2025) | 1,438 | RSUs granted May 2, 2024; vest at 2025 Annual Meeting |
| Ownership guideline (Directors, 2024 policy) | $500,000 within five years | Deferred plan shares count; all Directors met or were within compliance window as of Dec 31, 2024 |
| Ownership guideline (Directors, effective Jan 1, 2025) | $1,000,000 within five years | Chairman guideline $1,500,000; Directors may not sell shares until guideline satisfied |
| Pledging/Hedging | Not disclosed for Directors | Company prohibits NEOs from hedging/pledging; Director policy not specified in cited sections |
Governance Assessment
- Board effectiveness: Graham’s dual committee roles (Audit; Nominating & Corporate Governance) place him at the core of financial reporting oversight and governance framework. Audit met 9 times in 2024 with executive sessions; strong cadence and direct auditor engagement noted, with full Audit Committee approval of the report .
- Independence and attendance: Independent status confirmed; Board held 4 meetings with executive sessions, and no Director fell below 75% attendance—indicative of engagement .
- Pay structure alignment: Director compensation balances cash retainers with time-based RSUs; 2025 RSU increase to $125,000 may reflect market benchmarking but modestly raises fixed equity for Directors .
- Ownership alignment: Significant holdings via the Director Deferred Plan and RSUs; Directors subject to enhanced $1,000,000 ownership guideline from 2025, with share sale restrictions until met—positive alignment signal .
- Shareholder signals: 2025 Annual Meeting vote re-elected Graham (For: 76,543,192; Against: 2,776,471; Abstentions: 222,263; Broker non-votes: 5,900,802) and Say‑on‑Pay passed with strong support (For: 76,465,973; Against: 2,955,913; Abstentions: 120,040) .
Potential conflicts and RED FLAGS
- Related-party exposure: SS&C software contract oversight by the Nominating & Corporate Governance Committee (member: Graham). While the company documents arm’s‑length terms and recusal from negotiations by interested parties, the SS&C interlocks (former Chair on SS&C Board; SS&C CEO familial tie to RLI Director Stone) remain a monitoring item for investors. Committee reaffirmed terms before automatic renewal; 2024 payments $570,685 .
- Equity award design: Director RSUs are time-based without disclosed performance conditions—standard for boards, but investors should note limited performance linkage in director equity grants .
Overall, Graham’s profile supports board effectiveness in audit/governance, with strong independence and attendance. Maintain watch on SS&C related-party oversight dynamics and the step-up in director RSU value for 2025 for pay discipline.