Paul Medini
RLIAbout Paul Medini
Paul B. Medini (age 67) is an independent director at RLI, serving since 2022. He retired in August 2020 as Sr. Vice President and Chief Accounting Officer of Chubb Ltd (following ACE Limited’s acquisition of Chubb in 2016), and previously was a partner in PwC’s property/casualty insurance practice; he holds Bachelor’s and Master’s degrees in Business Administration from Pace University. He serves on RLI’s Audit and Human Capital & Compensation Committees and has been designated an “audit committee financial expert” by the Board, reflecting deep insurance accounting and auditing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chubb Ltd | Sr. Vice President & Chief Accounting Officer | Jan 2016–Aug 2020 | Led corporate accounting; insurance reporting expertise |
| ACE Limited | Chief Accounting Officer | Jun 2003–Jan 2016 | Continued as CAO post-transaction into Chubb |
| PricewaterhouseCoopers | Partner, P&C insurance practice | Not disclosed | Insurance auditing and financial reporting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABR Reinsurance Capital Holdings Ltd | Director | Current | Reinsurance industry board experience |
Board Governance
- Committee assignments: Audit; Human Capital & Compensation (member; not a chair) .
- Audit committee financial expert: Board determined Medini qualifies (with Angelina), strengthening audit oversight .
- Independence: Classified independent; only the CEO is non-independent among current directors .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of board and committee meetings; independent directors meet in executive session at regularly scheduled board meetings .
- Executive sessions and leadership: Independent Chair since May 2, 2024; independent directors meet quarterly in executive session .
- ERM oversight context: Audit Committee oversaw catastrophe exposure, reserving, reinsurance, business continuity, third-party management in 2024; cybersecurity oversight moved to Finance & Risk in 2025 .
- Annual Meeting engagement: All 12 directors then in office attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $80,000 | Standard for independent directors |
| Committee Retainers (cash) | $15,000 (Audit); $10,000 (HCCC) | Member-level fees |
| RSU Grant (fair value) | $99,919 | 698 RSUs granted 5/2/2024 (1,396 split-adjusted); dividends accrue as additional RSUs |
| Total 2024 Director Compensation | $204,919 (cash $105,000; stock $99,919) | As reported for Medini |
- RSU vesting: 2024 RSUs vest at the 2025 Annual Meeting; directors may defer into the Director Deferred Plan .
- 2025 change: RSU grant value increased to $125,000 effective January 1, 2025 .
Performance Compensation
- Non-employee director pay is not performance-based; equity grants are time-based RSUs with dividend equivalents; no performance metrics are attached to director equity awards .
| Equity Award Metric | Grant Date | Units | Vesting | Fair Value |
|---|---|---|---|---|
| RSUs (2024 annual grant) | 5/2/2024 | 698 (1,396 split-adjusted) | Vests at 2025 Annual Meeting | $99,919 |
Other Directorships & Interlocks
| Entity | Relationship to RLI | Potential Interlock/Transaction | Materiality |
|---|---|---|---|
| ABR Reinsurance Capital Holdings Ltd | External board | None disclosed with RLI | N/A |
| Related party policy context | RLI policy requires pre-approval for >$50k related-party transactions | 2024 SS&C software contract reviewed/approved; involved former Chair Michael and Director Stone via SS&C leadership ties—neither participated; not linked to Medini | $570,685 paid; deemed arm’s length; no advisory services |
Expertise & Qualifications
- Financial reporting, audit, accounting; insurance/reinsurance domain expertise; risk management; human capital oversight; IT/cyber understanding; investments/capital markets exposure (per board skills matrix) .
- Designated audit committee financial expert (SEC definition) .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Beneficial Ownership | 4,939 shares; less than 1% of outstanding | Includes trust and RSUs |
| Deferred Plan Trust Shares | 3,502 shares | Held in rabbi trust; no voting/investment power |
| Unvested RSUs (2024 grant) | 1,438 RSUs incl. dividend equivalents | Vest at 2025 Annual Meeting |
| Shares Outstanding (record date) | 91,770,064 | For context |
| Director Ownership Guidelines | $500,000 prior; increased to $1,000,000 effective 1/1/2025; Chair $1,500,000; five-year compliance window; cannot sell until met | As of 12/31/2024, all directors met goal or are within five-year window |
| Hedging/Pledging | Prohibited for directors; margin accounts also prohibited for directors | Insider Trading Policy |
Governance Assessment
- Board effectiveness: Medini strengthens audit quality as a designated financial expert and serves on both Audit and HCCC, supporting rigorous oversight of financial reporting and human capital risks .
- Independence and conflicts: Classified independent; no related-party transactions disclosed involving Medini; RLI’s related-party SS&C contract was reviewed under policy and deemed arm’s length, with conflicted parties excluded from process .
- Engagement: No director fell below 75% attendance; directors attended the 2024 Annual Meeting; independent directors hold regular executive sessions, and the Board has an independent Chair, supporting investor confidence .
- Alignment: Director equity grants and stringent ownership guidelines (raised to $1,000,000 in 2025) plus anti-hedging/pledging rules promote alignment; Medini’s ownership includes deferred shares and unvested RSUs, with a five-year window to meet guidelines .
- Shareholder sentiment: RLI’s 2024 Say-on-Pay received over 97% support, signaling strong investor confidence in compensation governance overseen by the HCCC (which includes Medini) .
RED FLAGS: None specifically disclosed for Medini. No pledging/hedging; no related-party transactions tied to him; attendance thresholds met; director pay structure standard for industry peers .