Susan Fleming

About Susan S. Fleming

Independent Director at RLI since 2018; age 54. Background includes private equity investing (Capital Z Financial Services Partners, Insurance Partners Advisors), investment banking (Morgan Stanley), and academia (Senior Lecturer in management/entrepreneurship at Cornell’s School of Hotel Administration and Johnson Graduate School of Management). Education: BA in Economics and Asian Studies (University of Virginia); Master’s and PhD in Management & Organizations (Cornell University). Currently Chair of the Finance & Risk Committee and member of the Audit Committee; classified as Independent under NYSE-aligned standards .

Past Roles

External Roles

Board Governance

• Independence: Classified as Independent; RLI requires majority-independent board and only independent directors on Audit, Human Capital & Compensation, and Nominating & Corporate Governance Committees .
• Committee assignments (2024): Chair, Finance & Investment; member, Audit. Effective Jan 1, 2025, committee renamed to Finance & Risk; she remains Chair; cybersecurity ERM oversight moved to Finance & Risk on Feb 12, 2025 .
• Committee meetings held in 2024: Audit (9), Human Capital & Compensation (5), Finance & Investment (4), Nominating & Corporate Governance (4), Strategy & Risk (4) .
• Attendance: Board met 4 times in 2024; no director attended fewer than 75% of aggregate board and committee meetings; all 12 directors attended the 2024 Annual Meeting of Shareholders .
• Board leadership: Independent Chairman (Duclos) as of May 2, 2024; regular executive sessions of independent directors .

Fixed Compensation

• Structure (2024 program):
  • Annual Board retainer: $80,000
  • RSUs: $100,000 grant value (time-vested)
  • Committee retainers: Audit $15,000; other committees $10,000
  • Additional chair retainers: Audit $20,000; Human Capital & Compensation $20,000; other committees $10,000
  • Chairman of the Board retainer: $100,000 (half cash/half RSUs) .
• 2025 change: RSU grant value increased to $125,000 effective Jan 1, 2025 (granted upon election at 2025 Annual Meeting) .

Notes: Fleming’s $115,000 cash reflects Board retainer ($80k) + Audit committee retainer ($15k) + Finance & Investment committee retainer ($10k) + Chair retainer for Finance & Investment ($10k) .

Performance Compensation

• Director equity grants are time-vested RSUs; no performance metrics are tied to director equity awards (RSUs vest on the earlier of one year after grant or the date of the Annual Meeting). 2024 grant: 698 RSUs (split-adjusted 1,396), with dividend-equivalent RSUs accrued; total RSUs shown in ownership include 1,438 units vesting at the 2025 Annual Meeting .

Other Directorships & Interlocks

• Current: Virtus Investment Partners, Inc. (asset management) .
• No related party transactions disclosed involving Fleming. The only significant related party transaction approved in 2024 involved SS&C Technologies (relationships tied to other directors); committee reviewed and reaffirmed arm’s-length terms, with payments of $570,685 in 2024 .

Expertise & Qualifications

• Financial services, corporate finance, M&A, and organizational leadership, grounded in private equity and investment banking, plus executive education experience .
• Board skills matrix flags: Strategy formulation, financial reporting/audit, risk management/actuarial, human capital management, investments/capital markets/ M&A; insurance/financial services industry knowledge .

Equity Ownership

• Anti-hedging and anti-pledging: Directors prohibited from hedging and pledging RLI securities; directors/executives cannot hold securities in margin accounts or pledge as collateral .
• Director stock ownership guidelines: 2024 guideline = $500,000; effective Jan 1, 2025 guideline increased to $1,000,000; cannot sell shares until guideline satisfied; Chairman guideline = $1,500,000. As of Dec 31, 2024, all directors met their goal or were within the 5-year window post-appointment .
• Director Deferred Compensation Plan allows deferral of cash/RSUs into mutual fund notional investments or company shares held in a rabbi trust; dividends compound into additional shares .

Say-on-Pay & Shareholder Feedback

Strong say-on-pay support; HCCC noted >97% approval in 2024 and continued existing program approach .

Governance Assessment

• Strengths:
  • Independent director with deep finance/M&A and insurance sector experience; chairs Finance & Risk, now overseeing enterprise risk management and cybersecurity oversight — a core governance function tied to investor confidence .
  • High shareholder support for compensation programs (SOP >96%), suggesting alignment with investor expectations .
  • Clear anti-hedging/anti-pledging policy for directors; enhanced director ownership guidelines doubled to $1,000,000, reinforcing alignment .
  • No director attended fewer than 75% of meetings; independent board leadership and regular executive sessions .
• Potential Red Flags:
  • None disclosed specific to Fleming (no related-party transactions or pledging). Noted SS&C related-party transaction involves other directors, but was reviewed/approved under policy with explicit arm’s-length affirmation .
• Signals:
  • Elevation of Finance & Risk and migration of cybersecurity oversight signals board prioritization of risk governance, with Fleming in a pivotal chair role .
  • Increase in director RSU value (to $125k in 2025) modestly shifts mix toward equity; still time-based (no performance conditions) .

Committee Assignments Snapshot

Director Compensation Program Detail (Structure)

Related Party Transactions (Conflicts Review)

• 2024 SS&C Technologies software licensing/processing services: $570,685 paid; reviewed under Related Party Transaction Policy; affiliations pertain to other directors (Michael: SS&C board; Stone’s family relation to SS&C CEO); none mentioned for Fleming; affirmed comparable to arm’s-length terms .

Additional Notes

• Beneficial ownership context: Directors and executive officers as a group held ~2.16% of shares as of 3/17/2025, reflecting meaningful aggregate insider alignment .
• Board skills and diversity: Matrix highlights cross-functional skills including finance/audit, risk, strategy, IT/cyber, investments/M&A; gender diversity noted (Fleming female) .