Robert Restrepo, Jr.
RLIAbout Robert P. Restrepo, Jr.
Independent director at RLI since 2016; age 74. Retired CEO/President and later Chairman of State Auto Insurance Companies; BA in English from Yale University. Brings 40+ years of insurance operating, regulatory, finance, and risk management experience. Currently chairs RLI’s Nominating & Corporate Governance Committee; classified Independent under NYSE standards. No director attended fewer than 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Auto Insurance Companies | Chairman (through Dec 2015); CEO & President | 2006–2015 | Led turnaround/operations; retired May 2015 as CEO/President |
| Main Street America Group | SVP, Insurance Operations | 2005–2006 | Oversaw personal/commercial lines, claims, marketing, IT, customer service |
| Allmerica Financial | President & CEO, Property & Casualty | 1998–2003 | P&C leadership |
| Travelers Property & Casualty | President & CEO, Personal Lines | 1996–1998 | Led combined Travelers/Aetna personal P&C operations |
| Aetna Life & Casualty | Various managerial roles → SVP, Personal Lines | 1972–1996 | Marketing, technology, field management |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Enact Holdings, Inc. (ACT) | Director | Public | Current |
| Genworth Financial (GNW) | Director | Public | Current |
| Larry H. Miller Group | Director | Private | Current |
| Majesco; Nuclear Electric Insurance Ltd.; Big I Reinsurance; APCIA; Insurance Information Institute; The Institutes | Director/Former Director/Trustee | Mix | Prior roles |
Board Governance
- Committee assignments (2024): Chair, Nominating & Corporate Governance (4 meetings); Member, Finance & Investment (4 meetings). Effective Jan 1, 2025: Member, Finance & Risk (renamed), continues as Chair, Nominating & Corporate Governance.
- Independence: Designated Independent; no material relationships disclosed for Restrepo in independence review table.
- Board structure: Independent Chairman as of May 2, 2024; Independent directors meet in executive sessions at each Board meeting.
- Attendance: Board met 4 times in 2024; no director attended <75% of aggregate Board and committee meetings served.
Fixed Compensation
| 2024 Director Fee Schedule (RLI) | Amount |
|---|---|
| Annual Board Retainer | $80,000 |
| RSUs (annual grant) | $100,000 (granted May 2, 2024) |
| Annual Committee Retainer – Audit | $15,000 |
| Annual Committee Retainer – All Other Committees | $10,000 |
| Additional Annual Committee Chair Retainer – Audit | $20,000 |
| Additional Annual Committee Chair Retainer – Human Capital & Compensation | $20,000 |
| Additional Annual Committee Chair Retainer – All Other Committees (incl. N&CG) | $10,000 |
| 2024 Director Compensation – Robert P. Restrepo, Jr. | Amount |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (grant-date fair value) | $99,919 |
| Total | $209,919 |
- Effective Jan 1, 2025, annual director RSU value increased to $125,000 (granted upon 2025 election).
Performance Compensation
| RSU Award Details (Nonemployee Director Program) | Terms |
|---|---|
| Grant date | May 2, 2024 |
| Grant value | Whole-number RSUs corresponding to $100,000 (698 RSUs pre-split; 1,396 split-adjusted referenced in ownership footnote) |
| Vesting | Earlier of one year after grant or date of 2025 Annual Shareholders Meeting |
| Dividend equivalents | Accrue as additional RSUs, payable at vesting/distribution |
| Form | Time-based RSUs; no performance metrics |
Other Directorships & Interlocks
- Current public boards: Enact (ACT); Genworth (GNW). Sector overlap is adjacent (mortgage insurance, life/long-term care) rather than direct specialty P&C competition with RLI. No RLI-related party transactions disclosed involving Restrepo.
- 2024–2025 Voting support for Restrepo vs peers indicates relatively higher “Against” than most nominees (see Voting Support section).
Expertise & Qualifications
- Board skills matrix marks Restrepo for: CEO/Senior Executive; Strategy planning; Financial reporting/audit; Risk management/actuarial; IT/cyber; Human capital; Insurance/financial services; Investments/capital markets.
Equity Ownership
| Beneficial Ownership (as of Mar 17, 2025) | Detail |
|---|---|
| Total shares beneficially owned | 24,750; less than 1% of class (*) |
| Included RSUs (unvested) | 1,438 RSUs (1,396 granted + dividend equivalents) |
| Director Deferred Plan (rabbi trust) | Restrepo not listed among directors with shares in the trust (list includes Angelina, Duclos, Fleming, Graham, Medini, Roberts) |
| Director ownership guidelines | $500,000 guideline (2024); increased to $1,000,000 effective Jan 1, 2025; Chairman guideline $1,500,000; directors may not sell shares until guideline met; all directors had met prior goal or were within five years as of Dec 31, 2024 |
| Hedging/pledging | Policy prohibits directors from hedging, holding in margin accounts, or pledging company securities |
Voting Support and Shareholder Signals
| Matter | For | Against | Abstain | Broker Non-Votes | Notes |
|---|---|---|---|---|---|
| 2025 Director election – Restrepo | 73,544,016 | 5,328,234 | 669,676 | 5,900,802 | Higher “Against” vs most peers (e.g., Fleming 58,990 Against) |
| 2024 Director election – Restrepo | 34,010,001 | 4,918,633 | 244,928 | 2,954,463 | Notably higher opposition than several nominees |
| Say‑on‑Pay 2025 (advisory) | 76,465,973 | 2,955,913 | 120,040 | 5,900,802 | Strong support |
| Say‑on‑Pay 2024 (advisory) | 38,259,260 | 838,582 | 75,720 | 2,954,463 | ~97% support |
Implications:
- Elevated opposition to Restrepo relative to peers in both 2024 and 2025 may reflect investor scrutiny (tenure since 2016; multiple external boards; committee leadership). However, support easily cleared majority thresholds.
- Broad support for Say‑on‑Pay suggests compensation practices are not a current flashpoint for governance risk.
Related‑Party Transactions and Conflicts
- Company had a recurring software contract with SS&C; reviewed/approved under Related Party Transaction Policy. Ties involved former RLI Chairman (also SS&C Chair) and Director Stone’s brother (SS&C CEO). None of these individuals (nor Restrepo) were involved in the contract negotiations/approvals; 2024 payments: $570,685; arrangement reaffirmed as on arm’s‑length terms; SS&C provides no advisory services to RLI. No transactions involving Restrepo disclosed.
Director Compensation Structure and Alignment
- Mix: Cash board/committee retainers plus time‑based RSUs with dividend equivalents; no options or performance‑conditioned equity for nonemployee directors.
- Alignment enhancements: RSU grant value increased to $125,000 for 2025; stricter ownership guidelines effective 2025; anti‑hedge/pledge policy.
Compensation Committee (HCCC) Oversight (Context for Governance Quality)
- 2024 Composition: Duclos (Chair), Kellogg, Medini, Roberts, Stone. Met 5 times.
- Compensation consultant: HCCC did not retain an independent advisor in 2024; management retained Lockton Financial Advisors, LLC to advise on elements of executive compensation (reduces consultant conflict risk at committee level).
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; relevant insurance operating, risk, and financial oversight expertise; solid attendance; strong overall shareholder support on Say‑on‑Pay; robust anti‑hedging/pledging policy and elevated ownership guidelines.
- Watch items / potential red flags: Above‑peer opposition in director elections (2024–2025). Continued monitoring of vote trends and any investor engagement feedback is warranted. No Restrepo‑specific related‑party or pledging risks disclosed.