Robert A. Rusbuldt
Director at WRB
Board
About Robert A. Rusbuldt
Robert A. Rusbuldt (age 68) is nominated as an independent director of W. R. Berkley Corporation with a proposed one-year term ending at the 2026 Annual Meeting. He is President of Rusbuldt & Associates, LLC and formerly served as President and CEO of the Independent Insurance Agents & Brokers of America, Inc. (IIABA), bringing deep insurance distribution, regulatory, public policy, and risk management expertise; the proxy identifies him as independent and lists no current WRB committee assignments or other public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Insurance Agents & Brokers of America, Inc. (IIABA) | President & CEO | 2001–2023 | Led the largest US trade group for independent agents/brokers; extensive government relations and industry strategy |
| IIABA | Roles of increasing responsibility | 1986–2001 | Progressive responsibility prior to CEO role |
| Rusbuldt & Associates, LLC | President | 2023–present | Corporate strategy consulting for businesses/associations (insurance-focused) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United States Capitol Historical Society | Board member | Current | Non-profit governance |
| Ripon Society | Board member | Current | Public policy organization |
| National Multiple Sclerosis Society, National Capital Chapter | Board member | 12 years until recently | Long-standing community service |
Board Governance
- Independence: Listed “Independent: Yes” in the 2025 director slate; no public company boards; no committee assignments at nomination .
- Term/Classification: Proposed one-year term to 2026 within WRB’s classified board structure; board refresh continues (37.5% of independent members refreshed over five years) .
- Board composition and practices: Majority independent (8 of 10), separate Chair/CEO, rotating presiding director for executive sessions, annual board and committee self-evaluations, rigorous stock ownership requirements for directors and executives, anti-hedging and anti-pledging policies (with limited founder exception), robust investor outreach .
- Attendance/Engagement: In 2024, the board met 4 times; all directors attended 100% of board meetings and most attended 100% of committees (two directors at 92% and 88%). Rusbuldt was not yet on the board in 2024; WRB emphasizes robust onboarding and director education, with deep engagement beyond the boardroom .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $96,000 | Paid quarterly |
| Annual equity grant | $200,000 in common shares | Issued at Annual Meeting; shares must be held until director leaves the board |
| Committee membership stipend | $5,500 | Audit and Compensation members |
| Committee chair fee | $38,500 | Audit and Compensation chairs |
| Meeting fees | $2,000 per board meeting; $1,500 per substantive committee meeting | Standard attendance fees |
| Stock retention guideline | Hold annual grant shares until board service ends | Alignment measure |
| Director ownership guideline | 5x annual stipend ($480,000) within 4 years of service | All non-management directors with ≥4 years exceed guidelines |
Performance Compensation
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| ROE, Book Value Growth, TSR | No | WRB’s performance metrics (ROE, book value growth) govern executive (NEO) incentives, not director compensation. Director equity grants are time/retention-based with mandatory holding until board exit . |
Other Directorships & Interlocks
| Company | Type | Role | Interlock Risk |
|---|---|---|---|
| None | Public company | — | No public company board interlocks disclosed . |
| Multiple non-profits | Non-profit | Board member | Non-profit roles; no commercial interlocks disclosed . |
Expertise & Qualifications
- Insurance distribution, regulatory affairs, public policy, risk management, and digital marketing; decades of industry strategic consulting and government relations via IIABA and current consultancy .
- Governance and human capital engagement emphasis consistent with WRB board skills matrix additions in recent refresh years .
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Beneficial ownership (WRB common) | — | As of April 17, 2025, no shares reported; “less than 1%” of class . |
| % of shares outstanding | <1% | Not a material holder . |
| Vested/unvested WRB equity | None | Not yet a director; director equity typically granted at Annual Meeting and must be held until departure . |
| Pledging/Hedging | Prohibited for directors | Stock must be held; anti-hedging policy across officers/directors . |
| Ownership guidelines | 5x stipend ($480k) within 4 years | Compliance measured after appointment; all current non-management directors ≥4 years exceed guidelines . |
Related-Party Transactions and Conflicts
- The proxy discloses related transactions with Interlaken Capital (founder-related) and BlackRock software services; no transactions involving Rusbuldt or his consultancy are disclosed .
- WRB’s Business Ethics Committee reviews and approves transactions involving directors/employees; robust oversight mitigates conflicts .
Compensation Committee Analysis (Context)
- Compensation Committee comprised of independent directors; retains independent consultant (Meridian) assessed for independence; no interlocks or insider participation reported in 2024 .
- Say-on-Pay approval was 96.1% in 2024, signaling investor support for WRB’s pay-for-performance design (ROE and book value growth focus). While NEO-focused, it underscores governance credibility affecting director confidence .
Governance Assessment
- Strengths: Independent nominee with unique distribution/regulatory/public policy expertise relevant to WRB’s multi-line P&C footprint; no public company interlocks; strong director ownership/retention policies; anti-hedging/anti-pledging; rigorous related-party oversight; rotating presiding director model bolsters independence .
- Alignment signals: Directors must hold equity until departure and meet 5x stipend ownership guideline within four years; annual equity is a substantial part of director pay .
- Watch items and potential red flags: New nominee currently reports no WRB share ownership (short-term “skin-in-the-game” gap until grants accrue); runs a private consulting firm—monitor for any future engagements that could involve WRB counterparties (no such transactions disclosed); classified board structure may be viewed unfavorably by some investors despite WRB’s long-cycle rationale .
Overall, Rusbuldt’s addition enhances board skill coverage in insurance distribution/regulatory strategy without apparent conflicts, with alignment expected to increase as director equity grants and ownership guidelines take effect .