Marie A. Mattson
Director at WRB
Board
About Marie A. Mattson
Marie A. Mattson (age 71) is an independent director of W. R. Berkley Corporation, serving since 2024; she is Secretary of the University for Georgetown University and brings operational, financial, technology, governance, and human capital management expertise to the board . She is independent under NYSE rules and is not a management director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John F. Kennedy Center for the Performing Arts (including National Symphony Orchestra, Washington National Opera) | Senior Vice President for Development | 1997–2017 | Led major development functions across multiple performing arts entities |
| Smithsonian Institution | Director of Membership and Development; various capacities | 1985–1997 | Directed institutional membership and development programs |
| U.S. Navy (department), Johns Hopkins University, Wayne State University, Center for Naval Analyses, Institute for Defense Analysis | Computer programmer, data analyst, systems analyst/manager, director of computing services | 1972–1985 | Technology and systems leadership roles across government/academic research entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgetown University | Secretary of the University | Dec 2017–present | Senior leadership/administration; governance and human capital insights |
Board Governance
- Independence: Independent director; board comprised of majority independent directors (8 of 10) .
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member) .
- Board/committee activity: Board held 4 meetings in 2024; all directors attended 100% of board meetings. Committees met: Audit (11), Nominating & Corporate Governance (2) .
- Executive sessions: Independent directors meet regularly with a rotating presiding director, effectively sharing lead director responsibilities .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 11 |
| Nominating & Corporate Governance | Member | 2 |
Fixed Compensation
- Structure for non-employee directors (2024):
- Annual cash stipend: $96,000; paid quarterly .
- Annual equity grant: $200,000 in common shares (issued at Annual Meeting date); shares must be held until no longer serving on the board .
- Additional cash: Audit and Compensation committee membership stipend $5,500; Audit/Comp committee chair fee $38,500; board meeting fee $2,000 per meeting; Audit/Comp committee meeting fee $1,500 per substantive meeting .
- Director stock ownership guideline: 5× annual stipend ($480,000) for directors with ≥4 years tenure; all directors with ≥4 years exceed guideline .
| Element | 2024 Amount |
|---|---|
| Annual Stipend (cash) | $96,000 |
| Annual Equity Grant (common shares) | $200,000; 3,801 shares at $52.635 on June 11, 2024 |
| Audit/Comp Committee Membership Stipend | $5,500 (per committee) |
| Audit/Comp Committee Chair Fee | $38,500 (per committee) |
| Board Meeting Fee | $2,000 per meeting |
| Audit/Comp Committee Meeting Fee | $1,500 per substantive meeting |
| Stock Retention Guideline | Hold annual grant shares until no longer serving |
| Director Ownership Guideline | 5× stipend ($480,000) within 4 years |
| Marie A. Mattson – 2024 Director Pay | Amount |
|---|---|
| Fees Earned/Paid in Cash | $66,500 |
| Stock Awards (grant-date fair value) | $200,067 |
| Total | $266,567 |
Performance Compensation
- Directors do not receive options or performance-based equity; the annual equity grant is in common shares with mandated hold-until-departure retention, aligning interests but without performance vesting .
- Hedging prohibition applies to officers, directors, and employees; no dividend equivalents or options for directors are disclosed .
| Feature | Applicable to Directors | Notes |
|---|---|---|
| Performance-vested equity | No | Annual grant is common shares; retention required |
| Options | No | Company has not granted stock options to directors; none outstanding |
| Hedging prohibition | Yes | Hedging transactions prohibited for directors |
| Pledging policy | Not expressly for directors; retention applies | Anti-pledging policy applies to shares satisfying NEO ownership requirement; director policy emphasizes retention/ownership |
Other Directorships & Interlocks
- Public company directorships: None .
- Notable interlock: WRB CEO W. Robert Berkley, Jr. serves on Georgetown University’s Board of Trustees and McDonough School of Business Board of Advisors, while Mattson is Georgetown’s Secretary of the University—creating a shared institutional affiliation (non-profit/academic) to monitor for potential conflicts in information flow and independence .
| Entity | Type | Person | Role | Potential Interlock Consideration |
|---|---|---|---|---|
| Georgetown University | Academic/Non-profit | Marie A. Mattson | Secretary of the University | Shared affiliation with WRB CEO; monitor independence |
Expertise & Qualifications
- Key experience: Senior university administration (Georgetown), major cultural institutions development leadership (Kennedy Center, Smithsonian), and technology/IT systems roles across government/academic research—providing business, technology, leadership, governance, and D&I insights .
- Board skills matrix attributes include governance/regulatory/public policy and technology among skills represented; Mattson’s addition in 2024 enhanced board expertise in technology, governance, and human capital .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 3,801 |
| Shares outstanding (Apr 17, 2025) | 397,015,138 |
| Ownership (% of outstanding) | ~0.001% (3,801 ÷ 397,015,138) |
| Director ownership guideline | 5× stipend ($480,000) within 4 years of joining |
| Hedging | Prohibited for directors |
Governance Assessment
- Board effectiveness: Independent director with Audit and Nominating & Corporate Governance committee roles; 2024 board attendance was 100% for all directors, indicating engagement .
- Alignment: Director pay emphasizes equity ownership with mandatory share retention; ownership guidelines require meaningful stake after four years; 2024 equity grant was $200,067 (3,801 shares) .
- Conflicts/related parties: No related-party transactions involving Mattson disclosed; note shared Georgetown affiliation with WRB’s CEO as a potential information-flow interlock to monitor (no transaction disclosed) .
- Risk indicators: Hedging prohibited; board maintains strong governance practices (majority independence, separate Chair/CEO, independent compensation consultant) supporting investor confidence .
- Shareholder signals: Say-on-pay support was strong at 96.1% in 2024, suggesting broad investor approval of governance and pay frameworks (contextual to overall board/management) .