Michael Angelina
RLIAbout Michael E. Angelina
Independent director at RLI since 2013; age 58. Former Chief Risk Officer and Chief Actuary at Endurance Specialty Holdings and Managing Principal at Tillinghast-Towers Perrin; currently Executive in Residence at Saint Joseph’s University’s Maguire Academy of Insurance & Risk Management. Bachelor’s in Mathematics from Drexel University; deep actuarial and enterprise risk management credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endurance Specialty Holdings, Ltd. | Chief Risk Officer & Chief Actuary | 2005–2012 | Led pricing, reserving, risk management; spearheaded ERM program |
| Tillinghast–Towers Perrin | Managing Principal (Philadelphia office) | 2000–2005 | Co-led Asbestos practice; actuarial advisory leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Maguire Academy of Insurance & Risk Management, Saint Joseph’s University | Executive in Residence | Since Jan 2021 | Academic/industry interface; executive education |
| Hagerty Reinsurance, Ltd. | Director | Current | Related-party reinsurance noted below |
| CoAction Specialty | Director | Current | Specialty insurance board role |
| Hagerty, Inc. (NYSE: HGTY) | Chairman of the Board | Former | Public company chair; not current |
Board Governance
- Independence: Independent director; eligible for and chairs key committees .
- Audit Committee Financial Expert: Designated by board (with Paul Medini) .
- Attendance: Board met 4 times in 2024; no director fell below 75% attendance. Audit Committee met 9 times, indicating high engagement cadence .
| Committee (2024) | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 9 |
| Finance & Investment | Member | 4 |
| Strategy & Risk | Member | 4 |
| Committee (Effective Jan 1, 2025) | Role |
|---|---|
| Audit | Chair |
| Finance & Risk | Member |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Mix of board retainer and committee retainers |
| Stock Awards (RSUs grant-date fair value) | $99,919 | Granted May 2, 2024; 698 RSUs pre-split (1,396 split-adjusted) |
| Total | $224,919 | 2024 non-employee director compensation |
- Program parameters: Annual board retainer $80,000; RSUs $100,000; audit committee membership $15,000; other committees $10,000; audit chair $20,000; Chairman of the Board retainer $100,000 (not applicable to Angelina). RSU value increased to $125,000 for grants at the 2025 Annual Meeting .
Performance Compensation
- Directors receive time-vested RSUs; no disclosed performance-based metrics tied to director equity grants. 2024 RSUs vest on the earlier of one year from grant (May 2, 2025) or the 2025 Annual Meeting (May 13, 2025) .
Other Directorships & Interlocks
| Entity | Relationship to Angelina | RLI Relationship | Materiality/Independence Assessment |
|---|---|---|---|
| QBE Capital, Ltd. | QBE Capital board overlap (Duclos Chair; Angelina Director) | RLI subsidiaries enter reinsurance arrangements with QBE Re | Reviewed; none exceeded 2% of QBE Re consolidated gross revenues; independence maintained |
| Hagerty Reinsurance, Ltd. / Hagerty, Inc. | Angelina Chair at Hagerty Re; former Hagerty, Inc. Chair | Hagerty Re has reinsurance with RLI subsidiaries; Hagerty Insurance Agency produces business for RLI | Arrangements did not exceed 2% of Hagerty consolidated gross revenues; independence maintained |
| SS&C Technologies | Not linked to Angelina | Related-party software licensing (SS&C) due to other directors’ ties; $570,685 paid in 2024 | Reviewed and reaffirmed at arm’s-length by Nominating & Corporate Governance; not advisory services |
- Company policy: Related Party Transaction Policy requires committee pre-approval over $50,000; categorical independence thresholds aligned with NYSE .
Expertise & Qualifications
- Skills matrix indicates: financial reporting/audit; risk management/actuarial; strategy; IT/cyber; human capital; insurance/financial services; investments/capital markets .
- Audit Committee Financial Expert designation underscores technical depth .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 37,928 shares | Includes deferred plan trust shares and RSUs; less than 1% class |
| Director Deferred Plan (Rabbi Trust) | 14,094 shares | No voting or investment power over trust-held shares |
| Unvested RSUs (grant + dividends) | 1,438 units | Granted May 2, 2024; vest at 2025 ASM |
| Shares Outstanding (record date) | 91,770,064 | Record date March 17, 2025 |
| Ownership as % of Outstanding | ~0.041% (37,928 / 91,770,064) |
- Policies: Anti-hedging and anti-pledging for directors and executive officers; no 10b5-1 plans entered in 2024; margin account/pledging prohibited for directors .
- Director ownership guidelines: $500,000 target through 2024; raised to $1,000,000 effective Jan 1, 2025, with five years to comply; directors may not sell shares until guideline met; all directors had met their goal or were within five years as of Dec 31, 2024 .
Governance Assessment
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Strengths:
- Independent Audit Chair and SEC-defined financial expert; frequent audit committee meetings (9) support robust oversight .
- Clear related-party policy with committee review; disclosed interlocks assessed below materiality thresholds preserving independence .
- Prohibitions on hedging/pledging and enhanced director ownership guidelines increase alignment with shareholders .
- Board structure and engagement: split Chair/CEO; independent Chair; regular executive sessions; high attendance with no director under 75% .
-
Watch items / RED FLAGS:
- Interlocks with Hagerty Re and QBE entities that transact with RLI (reinsurance, production) warrant ongoing monitoring; currently within de minimis thresholds and disclosed as immaterial to independence .
- Broader related-party exposure via SS&C involving other directors (not Angelina) emphasizes importance of continued rigorous committee oversight and arm’s-length validation .
-
Investor confidence signal:
- 2024 Say‑on‑Pay approval exceeded 97%, indicating broad shareholder support for compensation governance, albeit focused on executives rather than directors .
-
Compensation structure signal:
- Increase in director RSU grant value to $125,000 from $100,000 effective 2025 elevates equity mix, reinforcing ownership alignment but modestly increases guaranteed value vs. performance-contingent structures (no director performance metrics) .