Clarence Otis Jr.
Director at TRV
Board
About Clarence Otis Jr.
- Age 68; independent director at The Travelers Companies, Inc. since 2017; former Chairman and CEO of Darden Restaurants, Inc. (CEO from 2004, Chairman 2005–2014) .
- Current TRV committee roles: Chair of the Compensation Committee; member of the Executive, Investment and Capital Markets, and Nominating and Governance Committees .
- Independence affirmed by the Board; all non-employee directors deemed independent under NYSE and TRV guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | Chief Executive Officer; Chairman | CEO 2004–2014; Chairman 2005–2014 | Led largest company-owned and operated full-service restaurant company |
| Darden Restaurants, Inc. | Senior Vice President & Chief Financial Officer; Vice President & Treasurer | Joined 1995; years not individually specified | Financial oversight and treasury leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Verizon Communications, Inc. | Director | Not disclosed | Current public company directorship |
| VF Corporation | Director | Not disclosed | Current public company directorship |
| MFS Mutual Funds | Director/Trustee | Not disclosed | Current fund complex board service |
Board Governance
-
Independence, attendance, engagement
- Board determined all nominees (other than the CEO) are independent; all committees other than Executive are fully independent .
- Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; all 2024 nominees attended last year’s annual meeting .
- Regular executive sessions of independent directors; strong Lead Independent Director role .
-
Committee assignments and activity (2024)
- Compensation Committee (Chair): 5 meetings; full independence; oversees CEO/NEO pay, incentive design, stock ownership, clawback, use of independent advisor (FW Cook) .
- Investment & Capital Markets Committee (Member): 5 meetings; oversight of investment portfolios, capital structure, capital management, financing, and material transactions .
- Nominating & Governance Committee (Member): 4 meetings; oversees director nominations, governance guidelines, related-person transactions, succession, diversity & inclusion, political activity oversight .
- Executive Committee (Member): met as needed (0 meetings in 2024) .
-
Shareholder engagement and responsiveness
- TRV engaged shareholders representing ~45% of shares in 2024; session participants included the Chairman of the Compensation Committee .
- Compensation program changes following feedback: added rTSR modifier to 2025 PSUs; expanded annual bonus caps to all NEOs; raised ROE hurdles for 2025 PSUs by 75 bps .
Fixed Compensation (Director)
| Element | Amount/Terms | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly; may be deferred into stock units |
| Committee chair fees | Compensation $30,000; Audit $35,000; Risk $35,000; Nominating & Governance $25,000; Investment & Capital Markets $25,000 | Paid quarterly; may be deferred into stock units |
| Lead Director retainer | $50,000 | Cash, paid quarterly |
| Annual equity (Deferred Stock Units) | $195,000 grant value (2024 award cycle) | DSUs vest in full one day prior to the next annual meeting; delivered ≥6 months post Board service |
| Director stock ownership guideline | 4× most recent annual deferred stock award | Expected to meet within 4 years; all current directors have achieved or are on track |
Director-specific compensation (cash/equity received)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 165,000 | 179,938 | 344,938 |
| 2024 | 165,000 | 194,904 | 359,904 |
Performance Compensation
- Non-employee directors do not receive performance-based incentives; equity is delivered as time-based deferred stock units (no options; no performance metrics) .
Other Directorships & Interlocks
| Organization | Overlap/Interlock Considerations |
|---|---|
| Verizon Communications, Inc.; VF Corporation; MFS Mutual Funds | No related-party transactions disclosed involving these entities; Nominating & Governance Committee annually reviews independence and related-person transactions; Board determined no material relationships affecting independence . |
Expertise & Qualifications
- Former public company CEO with deep operations, financial oversight, and risk management expertise – cited by TRV as nomination considerations .
- As Compensation Committee Chair, oversight includes pay-for-performance design, consultant independence, clawback policies, stock ownership, and regulatory compliance .
- Participates in shareholder engagement on compensation and governance matters .
Equity Ownership
| Metric (as of 12/31/2024 unless noted) | Amount |
|---|---|
| Unvested Deferred Stock Units (DSUs) | 931 |
| Vested/Common Stock Units (incl. dividend equivalents) | 14,507 |
| Total Stock Equivalent Units (vested + unvested) | 16,237 |
| Directly owned TRV common shares | Not disclosed/none reported in proxy ownership table |
| Distribution terms | DSUs distributed in TRV shares ≥6 months after Board service ends |
| Hedging/pledging | Directors subject to securities trading policy; hedging prohibited; pledging not allowed without consent; no pledges outstanding |
Governance Assessment
Strengths
- Independent director with significant CEO/CFO background and financial oversight experience; serves as Compensation Committee Chair and on two additional key committees (I&CM; N&G) .
- Strong governance posture: fully independent committees (other than Executive), regular executive sessions, robust trading policy, and director ownership guideline (4× annual equity grant) with directors meeting or on track .
- Active shareholder engagement and responsiveness on compensation (added rTSR modifier, expanded bonus caps, raised ROE hurdles) – constructive signals for investors; engagement involved the Compensation Committee Chair .
Watch items
- Multiple external public boards (Verizon, VF, MFS Mutual Funds) may increase time commitments; however, 2024 attendance thresholds were met across directors (≥75%) and Board oversight processes are robust .
- No director-specific red flags on related-party transactions, pledging, or attendance identified; independence reaffirmed by Board .
Potential Conflicts/Related-Party Exposure
- Nominating & Governance Committee annually reviews related-person transactions; none material identified affecting independence; broad trading/conflict policies in place .
Notes on Board Activity (context for effectiveness)
| Committee | 2024 Meetings | Selected Oversight Areas |
|---|---|---|
| Compensation (Chair: Otis) | 5 | CEO/NEO goals, incentive design (PSUs, options), stock ownership policy, clawbacks, consultant independence; set 2025 changes incl. rTSR modifier and ROE target increases |
| Investment & Capital Markets (Member) | 5 | Investment portfolio oversight, capital structure, financing plans, dividends/repurchases, large transactions |
| Nominating & Governance (Member) | 4 | Director criteria, independence standards, related-person transactions, succession, D&I, governance guidelines |
| Executive (Member) | 0 | Acts between Board meetings as needed |
Summary for Investors
- As TRV’s independent Compensation Committee Chair with prior CEO/CFO credentials, Clarence Otis Jr. is central to executive pay oversight and recent compensation program enhancements following investor feedback (rTSR modifier; broader bonus caps; higher PSU ROE hurdles), which should support alignment and pay-for-performance optics .
- His director compensation is balanced (cash retainer plus DSUs with deferral/holding), and his accumulated stock units and ownership guidelines support alignment; no pledging/hedging concerns and no related-party issues disclosed .
- Overall governance footprint (independence, committee composition, executive sessions, attendance) and his multi-committee service indicate robust oversight; ongoing monitoring of external board time commitments is advisable, though attendance thresholds were met in 2024 .