W. Robert Berkley, Jr.
About W. Robert Berkley, Jr.
President and Chief Executive Officer of W. R. Berkley Corporation since October 2015; Director since 2001; age 52; previously President and Chief Operating Officer (Nov 2009–Oct 2015), Executive Vice President (Aug 2005–Nov 2009), Senior Vice President – Specialty Operations (Jan 2003–Aug 2005), and roles of increasing responsibility since joining in 1997; prior employment in Corporate Finance at Merrill Lynch Investment Company (Jul 1995–Aug 1997). He serves on the Board’s Executive Committee and is not independent; he is the son of Executive Chairman William R. Berkley . Company performance under his leadership features record 2024 net income ($1.8B), ROE of 23.6%, combined ratio of 90.3% vs industry 96.6%, five-year total revenues up 72.6%, and five-year book value per share growth of 86.5%; long-term TSR and value creation have outperformed peers with five-year average TSR ranked in the 94th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W. R. Berkley Corporation | President & CEO | Oct 2015–present | Executes strategy; oversees long-term risk-adjusted ROE focus; Board Executive Committee member |
| W. R. Berkley Corporation | President & COO | Nov 2009–Oct 2015 | Led operations through changing cycles; underwriting discipline maintained |
| W. R. Berkley Corporation | Executive Vice President | Aug 2005–Nov 2009 | Senior leadership across businesses |
| W. R. Berkley Corporation | SVP – Specialty Operations | Jan 2003–Aug 2005 | Built specialty lines; decentralized operating model |
| W. R. Berkley Corporation | Various roles | Sep 1997–Jan 2003 | Progressive leadership across underwriting/investments |
| Berkley International, LLC | Vice Chairman; President | Vice Chairman since May 2002; President since Apr 2008 | Oversees international operations expansion |
| Merrill Lynch Investment Company | Corporate Finance Dept. | Jul 1995–Aug 1997 | Capital markets and finance grounding |
External Roles
| Organization | Role | Years |
|---|---|---|
| Georgetown University | Board of Trustees; McDonough School of Business Board of Advisors | Current |
| Greenwich Hospital | Chairman of the Board of Trustees | Current |
| The Institutes (AICPCU) | Chairman | Current |
| APCIA | Board | Current |
| St. John’s University School of Risk Management | Board | Current |
| Yale New Haven Health System | Board of Trustees and Investment Committee | Current |
| Brunswick School | Board | Current |
| W. R. Berkley Corporation Charitable Foundation | Board/Trustee | Current |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary (CEO) ($) | $1,086,800 | $1,086,800 |
| CEO Pay Ratio | 134x | 134x |
| Perquisites (policy) | Personal aircraft use for CEO/Executive Chairman (security/productivity) | Personal aircraft use for CEO/Executive Chairman (security/productivity) |
Performance Compensation
Annual Cash Incentive Awards and Performance Determinants
| Item | 2024 Target/Design | 2024 Actual/Payout | Notes |
|---|---|---|---|
| Plan design | Non-formulaic, primary metric ROE with negative discretion; supplemental metrics include combined ratio, net investment income/gains, EPS growth, book value growth, new businesses, management stability | Committee discretion applied | Limits short-term risk-taking |
| ROE goal | Long-term 15% ROE | 23.6% ROE | Primary determinant |
| Combined ratio goal | ≤95% (absent major CAT) and below industry | 90.3% vs industry 96.6% | Underwriting outperformance |
| Net investment income | Stable fixed income plus higher alt yields over time | $1.3B; 4.6% book yield; duration increased to 2.6 years | Strategic duration positioning |
| Net investment gains | Regular capital gains stream | $118M pre-tax | Equity portfolio contribution |
| EPS | Growth desired (no fixed target) | $4.36 vs $3.37 in 2023 | 2024 increase |
| Book value per share growth (pre dividends/repurchases) | Growth aligned with ROE | 23.5% | Capital management discipline |
| Annual cash incentive award (CEO) | Max 1.5% of pre-tax income, capped at $10M | $7,500,000 (75% of max) | Determined by ROE and supplemental measures |
RSUs (Performance-Based) – Grants and Vesting
| Item | 2023 Grant | 2024 Grant |
|---|---|---|
| Target RSUs (CEO) (#) | 83,149 | 60,607 |
| Grant-date fair value ($) | $3,500,000 | $3,500,000 |
| Performance metric | Excess ROE vs 5-year T-note (Jun 28, 2023/2024 rates) | Excess ROE vs 5-year T-note at 4.377% (Jun 28, 2024) |
| Payout scale | <500 bps: 0%; 500 bps: 80%; 633 bps: 90%; 766 bps: 100%; ≥900 bps: 110% | Same |
| Tranches/vesting | 3 overlapping 3-year tranches; final tranche vests at 5 years; mandatory deferral until separation + 180 days; clawback/forfeiture for misconduct/post-employment breach/SEC/NYSE | Same |
| 2024 vesting realized | 2019 tranche 3; 2020 tranche 2; 2021 tranche 1 – vested at 110% | Shares mandatorily deferred; CEO vested RSUs delivered only after separation |
LTIP (Cash-Denominated) – Grants and Economics
| Item | 2023 Grant | 2024 Grant |
|---|---|---|
| Units (CEO) (#) | 38,500 | 38,500 |
| Performance metric | 5-year average annual growth in adjusted book value per share | Same |
| Max payout hurdle | 12.5% CAGR; per-unit max $100 | Same |
| Accrued payout status | 2021–2025: 100%; 2022–2026: 89%; 2023–2027: 52%; 2024–2028: 26% (as of 12/31/2024) | As shown |
| Clawback/deferral | Settles at cycle end; forfeiture/clawback for misconduct/post-employment breach (two years), SEC/NYSE rules | Same |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (CEO) | 5,792,821 shares; 1.5% of class; includes 3,074,067 vested but mandatorily deferred RSUs; excludes unvested performance-based RSUs |
| Eligible shares vs guideline | Guideline: 10x base salary = 157,966 shares; Eligible shares owned: 5,792,821 (3,667% of guideline) |
| Unvested performance RSUs schedule (target) | 8/15/2025: 101,700; 8/15/2026: 89,630; 8/15/2027: 74,523; 8/15/2028: 47,919; 8/15/2029: 20,203 |
| Options outstanding | None; company has not awarded options since 2004 |
| Pledging/Hedging | Hedging prohibited; shares used to satisfy ownership requirements may not be pledged; no pledged shares disclosed for CEO |
| Director/NEO ownership alignment | Mandatory deferral of vested RSUs until separation; directors must hold annual equity grants through service; NEOs well above ownership guidelines |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | Company does not provide employment or cash severance agreements to NEOs (no CEO employment agreement) |
| Change in control (CIC) | Double trigger: RSUs vest at target if terminated without cause or for good reason within 18 months of CIC; LTIP value fixed as of fiscal year-end prior to termination or CIC if not assumed |
| Termination economics (CEO, as of 12/31/2024) | CIC & termination: RSUs $19,544,217; LTIP $9,187,029; Total $28,731,246 |
| Death/Disability (CEO) | RSUs $10,191,686; LTIP $9,187,029; Total $19,378,715 |
| Qualified retirement/other than cause (CEO) | LTIP $9,187,029; RSUs do not vest absent CIC |
| Clawbacks | Incentive compensation subject to SEC/NYSE clawbacks; additional forfeiture/recapture for misconduct and post-employment breaches (RSUs one year; LTIP two years) |
Board Governance
- Board service: Director since 2001; term expiring 2026; serves on Executive Committee; not independent (executive director) .
- Board structure: Separate Executive Chairman (William R. Berkley) and CEO; rotating presiding director in executive sessions functions as shared lead independent director structure .
- Independence/tenure: Majority independent (8 of 10); classified board with staggered terms; average independent director tenure 9.1 years .
- Attendance: Board held 4 meetings in 2024; all directors attended 100% of Board meetings; most attended 100% of committee meetings .
- Dual-role implications: CEO is also a director and the son of the Executive Chairman, which concentrates family leadership influence, but roles are separated by structure and rotating lead independent oversight .
Compensation Committee Analysis
- Committee composition: Independent directors; 2024 members Farrell (Chair), Blaylock, Mosley .
- Consultant: Meridian Compensation Partners retained; determined independent and free of conflicts (assessed Feb 2025) .
- Peer group (2024–2025): Allstate, American Financial Group, AIG, Arch, Axis, Chubb, CNA, Everest, Fidelity National Financial, Hartford, Kemper, Markel, RenaissanceRe, Travelers .
- Pay-for-performance alignment: CEO and NEO pay heavily performance-based; primary measures ROE and growth in book value per share; strong relative alignment shown vs peers .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.1% support; extensive investor outreach with discussion on board refresh and succession planning .
- 2025 ballot includes say-on-pay proposal with Board recommendation FOR .
Related Party Transactions and Red Flags
- Related party: Company employee services provided to Interlaken Capital (owned/controlled by Executive Chairman) previously approved by independent Business Ethics Committee .
- Pledging: Anti-pledging policy for shares used to satisfy NEO ownership requirements; pledged shares disclosed for Executive Chairman (7,449,507) but not for CEO .
- Hedging: Prohibited for officers and directors; never waived .
- Tax gross-ups: Executive Chairman’s Supplemental Benefits Agreement includes excise tax gross-up clause upon CIC, though no excise tax would have applied as of 12/31/2024; no such provisions disclosed for CEO .
- Options repricing: No options outstanding; no repricing .
Compensation Structure Analysis
- Mix and trends: CEO 2024 annual incentive up 15.4% to $7.5M on strong ROE/book value growth; base salary unchanged; long-term awards stable to encourage sustained performance rather than short-term differentiation .
- Shift away from options: No stock options since 2004; emphasis on performance-based RSUs with mandatory deferral and cash LTIP tied to book value growth .
- At-risk pay: 93% of CEO compensation performance-based and at-risk; 47% long-term and subject to clawback .
Equity Ownership & Director Compensation (Board Service)
- Director compensation (non-management): Annual cash stipend $96,000; annual equity grant ~$200,067; committee fees; stock retention/ownership guidelines (5x stipend) – all non-management directors with ≥4 years exceed guidelines .
- CEO/Executive Chairman: Policy notes separate director compensation for board responsibilities distinct from officer roles; specific amounts for CEO not separately disclosed in director table .
Employment & Contracts (Retention Risk)
- No CEO employment agreement or guaranteed cash severance; retention driven by significant deferred equity (mandatorily deferred RSUs) and overlapping long-term performance cycles, reducing near-term monetization and aligning with long-term value creation .
Performance & Track Record
- Long-term value creation: Book value per share growth since IPO; 20-year TSR substantially exceeds S&P 500 and S&P 500 P&C Index; five-year average TSR rank 94th percentile .
- 2024 operating achievements: Record underwriting income, investment income, and net income; expansion of Asia operations via India branch .
Investment Implications
- Pay alignment: Heavy emphasis on ROE and book value growth with mandatory deferral of RSUs ties CEO wealth to long-term stock performance, reducing near-term selling pressure and enhancing retention; at-risk design and clawbacks mitigate risk-taking .
- Ownership and control: CEO holds 1.5% of shares and far exceeds ownership guidelines; significant deferred RSUs and no options outstanding limit forced selling catalysts; familial leadership with Executive Chairman is a governance consideration but mitigated by separate roles and rotating lead independent oversight .
- Change-in-control economics: Material double-trigger vesting values could influence negotiation posture in strategic events; absence of an employment agreement provides Board flexibility but places retention reliance on incentive design .
- Shareholder sentiment: Strong say-on-pay support and peer-relative performance alignment reduce compensation-related overhang; continued Board refresh and explicit ownership/anti-hedging/anti-pledging policies support governance quality .