Jonathan Talisman
Director at WRB
Board
About Jonathan Talisman
Jonathan Talisman (age 65) is an independent director of W. R. Berkley Corporation, serving since 2019; his current term expires in 2027. He is Founder and Managing Partner of Capitol Tax Partners and previously held senior U.S. government tax policy roles, including Assistant Secretary for Tax Policy at Treasury, Deputy Assistant Secretary, Tax Legislative Counsel, Chief Democratic Tax Counsel for Senate Finance, and Legislation Counsel to the Joint Committee on Taxation. He serves on the Board of Advisors to the Tax Policy Center, chaired the ABA Tax Section’s Formation of Tax Policy Committee, and is an adjunct tax professor at Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Assistant Secretary for Tax Policy; Deputy Assistant Secretary; Tax Legislative Counsel | Not disclosed | Led federal tax policy development and counsel functions |
| U.S. Senate Finance Committee | Chief Democratic Tax Counsel | Not disclosed | Senior legislative tax counsel role |
| Joint Committee on Taxation | Legislation Counsel | Not disclosed | Legislative tax analysis and drafting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tax Policy Center | Board of Advisors | Current | Advisory role on tax policy |
| American Bar Association, Tax Section | Chair, Formation of Tax Policy Committee | Prior | Professional leadership in tax policy |
| Georgetown University Law Center | Adjunct Professor (Tax) | Current | Academic role |
| Adventure Theatre Musical Theatre Center | President, Board of Directors | Prior | Non-profit leadership |
| Public Company Boards | None | — | No other public company directorships |
Board Governance
- Independence: Independent director (NYSE standard); WRB board has a majority of independent directors (8 of 10) .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee member. Audit met 11 times; NCGC met 2 times in 2024 .
- Attendance: Board held 4 meetings in 2024; all directors attended 100% of Board meetings. Eight directors attended 100% of their committee meetings; one at 92% and one at 88% (individual-level rates not disclosed) .
- Lead independent oversight: WRB uses rotating presiding directors for executive sessions (effectively co-lead independent directors), with separate Executive Chairman and CEO roles .
- Ethics and conflicts oversight: Business Ethics Committee oversees disclosures, related-party review, and political spending; chairs rotate among members .
- Say-on-pay signal: 2024 say-on-pay approved with 96.1% support, indicating broad shareholder confidence in pay practices .
Fixed Compensation
| Element | WRB Director Program (2024) | Talisman 2024 Amount |
|---|---|---|
| Annual cash retainer | $96,000 (paid quarterly) | Included in $126,000 cash total |
| Committee membership stipend | $5,500 for Audit and Compensation Committee members | Audit: included |
| Committee chair fee | $38,500 for Audit or Compensation chair | Not applicable (not a chair) |
| Meeting fees (Board) | $2,000 per meeting | Included in cash total |
| Meeting fees (Audit/Comp) | $1,500 per substantive meeting | Audit: included in cash total |
| Cash total | — | $126,000 |
Notes:
- Directors may elect to defer retainer/fees under the Deferred Compensation Plan for Directors (credited to selected deemed-investment funds); individual elections not disclosed .
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value | Retention Requirement |
|---|---|---|---|---|
| Annual equity grant (time-based) | June 11, 2024 | 3,801 | $200,067 | Must hold shares until no longer serving on the Board |
- WRB director equity is time-based common stock (not RSUs/options), emphasizing long-term alignment via mandatory holding while in board service. Directors with ≥4 years of service must own stock equal to 5× the annual stipend ($480,000) and management reports all such directors exceed the guideline, holding 4–31× the requirement as of April 17, 2025 .
Other Directorships & Interlocks
| Category | Status | Detail |
|---|---|---|
| Other public company boards | None | No other public boards listed |
| Compensation Committee interlocks | None disclosed | 2024 Compensation Committee members had no interlocks; Talisman is not on Comp Committee |
| Related-party transactions | None disclosed for Talisman | 2024 RPTs disclosed involved Interlaken (Executive Chairman) and BlackRock services; no Talisman-linked items |
Expertise & Qualifications
- Skills matrix attributes include Finance & Reporting, Risk Assessment & Management, Start-ups/Entrepreneurial, Human Capital/Compensation, Governance/Regulatory/Public Policy, and ESG management for Talisman, consistent with his tax-policy and advisory background .
- Prior senior government tax roles and current academic/advisory positions provide deep tax policy, accounting/financial statement understanding, and governance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jonathan Talisman | 28,170 | <1% | As of April 17, 2025 |
- Guideline comparison: At $68.80/share (April 17, 2025), 28,170 shares equate to ~$1.94 million, exceeding the $480,000 director guideline (supports “exceeds guideline” assertion consistent with WRB disclosure) .
- Hedging/pledging: Directors and officers are prohibited from hedging; shares held to satisfy ownership requirements may not be pledged. No pledging disclosed for Talisman .
Governance Assessment
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Strengths
- Independent director with Audit and NCGC roles; Audit met frequently (11 meetings), indicating active oversight .
- High alignment: majority of director compensation is equity (Talisman 61% equity vs 39% cash in 2024), with mandatory holding until board departure and robust ownership guidelines (≥5× stipend) .
- Board-level governance signals: rotating presiding director model, separate Chair/CEO, majority independent board, anti-hedging policy, clawbacks, and strong recent say-on-pay support (96.1%) .
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Watch items
- Potential external conflicts: As Managing Partner of a government relations and tax policy firm, client relationships could pose perceived conflicts; however, no related-party transactions involving Talisman are disclosed, and WRB’s Business Ethics Committee administers conflict reviews .
- Attendance granularity: While overall attendance was high in 2024, individual director committee attendance percentages are not disclosed; continue monitoring for future proxies .
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Overall implication: Talisman’s tax-policy expertise and audit/N&CGC committee service support board effectiveness on regulatory, financial reporting, and governance matters, with strong ownership alignment mechanisms reducing agency risk for investors .