Mary C. Farrell

About Mary C. Farrell

Mary C. Farrell (age 75) has served on W. R. Berkley’s board since 2006 and is an independent director with a term expiring at the 2028 annual meeting . She is Chair of the Howard Gilman Foundation and retired from UBS in July 2005 as Managing Director, Chief Investment Strategist for UBS Wealth Management USA and Co‑Head of the UBS Wealth Management Investment Strategy & Research Group; she is also Lead Independent Trustee of Fidelity Strategic Advisor Funds (Trustee since 2013), a member of the Board of Yale New Haven Hospital (previously its Chair), and Chair of Yale New Haven Health System . All directors, including Ms. Farrell, attended 100% of board meetings in 2024 .

Past Roles

External Roles

Board Governance

• Independence: Independent director; board is expected to have 8 of 10 independent directors after the 2025 meeting .
• Committee assignments and leadership (2024):
  • Compensation Committee: Chair; 5 meetings in 2024 .
  • Nominating & Corporate Governance Committee: Member; 2 meetings .
  • Business Ethics Committee: Member; 1 meeting .
  • Executive Committee: Member; did not meet in 2024 .
• Attendance and engagement:
  • All directors attended 100% of board meetings; eight directors attended 100% of their committee meetings (company did not disclose individual committee attendance) .
  • Independent directors meet regularly in executive sessions with a rotating presiding director (shared lead director responsibilities) .
• Compensation Committee composition and advisors:
  • 2024 members: Mary C. Farrell (Chair), Ronald E. Blaylock, Daniel L. Mosley; all independent and “non‑employee directors” under Exchange Act rules .
  • Compensation consultant: Meridian Compensation Partners; independence assessed in February 2025; no conflicts and no other services to management .

Fixed Compensation

Performance Compensation

• Stock ownership guidelines for directors: within four years, own shares equal to 5× annual stipend ($480,000 guideline), and all non‑management directors with ≥4 years of service exceed the requirement (holding 4–31× the guideline as of April 17, 2025) .
• Director deferral: Directors may defer retainers/fees into a Deferred Compensation Plan for Directors; amounts credited to deemed investment funds; paid per elected schedule .
• Risk policies applicable to directors: prohibition on hedging; policy avoids pledging of company stock by executive officers or directors to meet ownership requirements .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial markets, corporate finance, capital markets, and executive compensation expertise from senior UBS roles; strategic transactions and investment insight .
• Governance, diversity and inclusion, and gender issues; leadership roles across nonprofit boards and mutual fund trust oversight .

Equity Ownership

• Ownership alignment: Director equity grant shares must be held until board departure; directors with ≥4 years exceed 5× stipend ownership guideline .
• Hedging/pledging: Hedging is prohibited; company policy avoids pledging of stock by executive officers or directors in satisfaction of ownership requirements .

Governance Assessment

• Strengths for investor confidence:

  • Long‑tenured independent director with deep capital markets and compensation expertise; chairs the Compensation Committee and sits on key governance and ethics committees, reinforcing oversight of pay, independence, and conflicts .
  • Robust governance processes: regular executive sessions with rotating presiding director; majority‑independent board; 100% board meeting attendance by all directors; rigorous director ownership requirements and hold‑until‑departure equity .
  • Compensation oversight: independent consultant (Meridian) with independence affirmed; pay risk controls (clawbacks, anti‑hedging, no options, long deferral constructs) .
  • Shareholder support: 2024 say‑on‑pay received 228,633,428 For vs. 9,218,907 Against (≈96% support), signaling strong support for compensation oversight under Ms. Farrell’s chairmanship .

• Related‑party/conflict monitoring:

  • Business Ethics Committee (of which Ms. Farrell is a member) administers Codes and reviews related‑person transactions; disclosed 2024 items involve the Executive Chairman’s privately‑owned entity and BlackRock services, not Ms. Farrell .

• RED FLAGS to monitor:

  • Executive Chairman share pledging is specifically reviewed by the Compensation Committee; while the board deems risk immaterial given large unpledged ownership and reductions in pledged shares, the optics of ongoing pledging can be viewed negatively by some investors. Continued transparent oversight and annual review by the committee (chaired by Ms. Farrell) are important mitigants .

Citations: WRB DEF 14A (2025) – Director biography and roles. DEF 14A (2025) – Director slate and independence. DEF 14A (2025) – Committee membership and meetings. DEF 14A (2025) – Other standing committees; Executive Committee activity. DEF 14A (2025) – Executive sessions and presiding director responsibilities. DEF 14A (2025) – Governance highlights; director independence and attendance. DEF 14A (2025) – Committee independence and consultant use. DEF 14A (2025) – Nominating & Corporate Governance remit and consultant independence assessment. DEF 14A (2025) – Related‑party transactions policy and 2024 disclosures. DEF 14A (2025) – 2024 Director Compensation (table and grant details). DEF 14A (2025) – Director compensation policy, ownership/retention guidelines, deferral plan. DEF 14A (2025) – Best practices matrix (clawbacks; anti‑pledging/hedging). DEF 14A (2025) – Clawback, hedging/pledging restrictions. DEF 14A (2025) – Beneficial ownership table (individual director holdings). DEF 14A (2025) – Compensation Committee Report and risk/pledging review. DEF 14A (2025) – Executive Chairman pledging context and risk assessment. WRB 8‑K Item 5.07 (June 12, 2024) – Say‑on‑pay voting results.