William R. Berkley
About William R. Berkley
William R. Berkley is the founder of W. R. Berkley Corporation, serving as Chairman since the Company’s formation in 1967 and Executive Chairman since October 2015; he previously served as CEO from 1967 to October 2015 and held president/COO roles at various times including 2000–2009 . He is 79, not independent, and is widely recognized for strategic leadership in insurance and investments, linking management and board oversight as Executive Chairman . Company performance under his long-term focus includes 2024 ROE of 23.6% and 23.5% BVPS growth before dividends/repurchases; five-year TSR ranked in the 94th percentile of peers; total revenues rose 72.6% over five years; combined ratio averaged 90.8% over five years vs industry 96.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W. R. Berkley Corporation | Executive Chairman | 2015–present | Strategic leadership, investment oversight; separates Chair/CEO roles to enhance governance |
| W. R. Berkley Corporation | Chairman of the Board | 1967–present | Founder; continuous board leadership and corporate culture stewardship |
| W. R. Berkley Corporation | Chief Executive Officer | 1967–2015 | Built a decentralized underwriting culture and investment discipline driving long-term ROE |
| W. R. Berkley Corporation | President & COO | 2000–2009 (and at various times 1967–1995) | Operational execution through cycles; management development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York University | Chair Emeritus & Executive Vice Chair, Board of Trustees | Not disclosed | Governance leadership; higher-education strategy and oversight |
| Georgetown University | Vice Chairman, Board of Directors; helped create Berkley Center for Religion, Peace & World Affairs | Not disclosed | Philanthropy and academic program creation |
| National Parks Conservation Association | Trustee Emeritus | Not disclosed | Conservation governance |
| Horatio Alger Association of Distinguished Americans | Board/Trustee | Not disclosed | Scholarship and leadership development support |
| W. R. Berkley Corporation Charitable Foundation | Board/Trustee | Not disclosed | Corporate philanthropy oversight |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,047,800 | 1,086,800 | 1,086,800 |
| Director Fees ($) | Not disclosed | Not disclosed | 104,000 |
| Director Equity Grant (Shares) | Not disclosed | Not disclosed | 3,801 (grant-date fair value $52.635/share) |
| All Other Compensation ($) | 830,334 | 977,990 | 1,031,855 |
| Aircraft Personal Use (Included in All Other) ($) | Not disclosed | Not disclosed | 195,332 |
| Secretarial/Admin (Included in All Other) ($) | Not disclosed | Not disclosed | 229,511 |
| Profit-Sharing Contribution ($) | Not disclosed | Not disclosed | 41,400 |
| Benefit Replacement Plan ($) | Not disclosed | Not disclosed | 89,016 |
| Term Life Insurance Premiums ($) | Not disclosed | Not disclosed | 12,360 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (AICP) | Primary: ROE; supplemental: combined ratio, NII, EPS growth, BVPS growth; peer-relative review; non-formulaic with negative discretion | Non-formulaic | Long-term ROE goal 15%; combined ratio ≤95% absent major CAT | 2024 ROE 23.6%; combined ratio 90.3%; NII $1.3B; BVPS +23.5% | $7,500,000 (2024) | Annual cash; committee discretion |
| Performance-Based RSUs (2018 Plan) | Excess ROE vs 5Y U.S. T-Note (2024 grant reference rate 4.377%); 3 overlapping 3-year tranches; final tranche at 5 years | Formulaic per scale | 500–900 bps excess ROE → 80–110% of target; <500 bps → 0% | 2019/2020/2021 tranches vested at 110% on Aug 15, 2024 | 60,607 target RSUs granted in 2024 | Vested RSUs mandatorily deferred until 180 days post-separation |
| LTIP (2019 Plan, cash) | 5-year average annual BVPS growth | Formulaic | Max payout at 12.5% average annual BVPS growth (2024–2028) | Open cycles accrued values at 12/31/2024: 2021–25 100%; 2022–26 89%; 2023–27 52%; 2024–28 26% | 38,500 units granted in 2024 | Settles in cash at cycle end; clawback applies |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 85,876,314 shares; 21.6% of class |
| Eligible Shares vs Guideline | Eligible shares 78,426,807; 49,648% of guideline (10x salary) as of 4/17/2025 |
| Vested RSUs (Deferred) | 7,511,309 RSUs, delivery deferred until separation; grantor trust holds shares for settlement |
| Unvested/Unearned RSUs by Vest Date (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 |
| Outstanding RSUs (by grant) | 2020: 39,787; 2021: 70,619; 2022: 79,813; 2023: 83,149; 2024: 60,607 (market values at 12/31/2024 provided in proxy) |
| Options Outstanding | None; Company has not awarded options since 2004 |
| Pledging/Hedging Policy | Hedging prohibited; pledging prohibited for guideline shares; exception historically for Executive Chairman |
| Pledged Shares | 7,449,507 shares pledged; reduced ~88% since 2011; now ~1.9% of total shares outstanding (down from 13% in 2011) |
| Alignment Notes | Vested RSUs are mandatorily deferred; significant unpledged ownership (>90% of total) viewed by committee as not creating material risk |
Employment Terms
- Employment agreements/severance: Company does not provide employment or separate cash severance agreements to NEOs; severance generally limited to plan terms and supplemental arrangement noted below .
- RSU/LTIP treatment on termination: Double-trigger on change-in-control (CIC) with termination within 18 months—RSUs vest at target, LTIP value fixed as of prior fiscal year-end; pro-rata RSU vesting on death/disability; cash settlement timelines provided .
- CIC cash/equity values (as of 12/31/2024): RSUs $19,544,217; LTIP $9,187,029; total $28,731,246 for Executive Chairman (same as CEO) upon CIC+termination; death/disability RSUs $10,191,686 + LTIP $9,187,029 = $19,378,715 .
- Clawbacks: RSUs and LTIP subject to forfeiture/recapture for misconduct, breach of post-employment obligations, and SEC/NYSE clawback rules .
- Supplemental Benefits Agreement (Executive Chairman): Lifetime health insurance (including spouse), post-employment limited plane/car/driver use, office/secretarial support, Section 4999 excise tax gross-up only if triggered by CIC (proxy notes no excise tax would have been triggered on 12/31/2024 scenario); 2-year non-compete with consulting availability .
- Deferred Compensation: Participation optional; balances accrue earnings and are unsecured; Executive Chairman balance $3,222,263 at 12/31/2024 .
Board Governance
- Role and independence: Executive Chairman (not independent), Director since 1967; presides over Board meetings and leads strategy/risk oversight .
- Committee roles: Chair of the Executive Committee; no other committee memberships listed for Executive Chairman in the committee table .
- Board structure: Separate Chair and CEO since 2015; rotating presiding director creates shared independent lead director responsibilities .
- Board attendance: Board met 4 times in 2024; all directors attended 100% of board meetings; most attended 100% of committee meetings (two directors at 92% and 88%) .
Director Compensation
- Annual retainer/equity: In 2024, Executive Chairman received $104,000 director fees and 3,801 shares as annual director grant (same as CEO) .
- Director equity holding/settlement: Awarded shares held until separation from service for directors; robust stock ownership requirements apply .
- Governance practices: Majority voting, majority independent directors, anti-hedging, anti-pledging (for guideline shares), mandatory deferral of vested RSUs .
Compensation Peer Group
| Peer Companies (2024 review) |
|---|
| Allstate; American Financial Group; American International Group; Arch Capital; Axis Capital; Chubb; CNA Financial; Everest Group; Fidelity National Financial; Hartford; Kemper; Markel; RenaissanceRe; Travelers |
Compensation & Incentives – Structure Analysis
- Mix and changes: Base salary unchanged in 2024; annual cash incentive rose 15.4% (reflecting >20% ROE and BVPS growth); RSU target values unchanged (Exec Chairman $3.5M grant-date fair value; 60,607 target RSUs); LTIP units unchanged (38,500 units) .
- Design signal: Shift away from options (none since 2004) to performance RSUs with mandatory deferral and BVPS-linked LTIP supports long-term alignment and reduces near-term selling pressure .
- Pay-for-performance: AICP uses non-formulaic negative discretion anchored in ROE and peer-relative metrics; long-term awards are fully formulaic (100% of long-term compensation; 51% of CEO incentive comp) .
Related Party Transactions
- Interlaken Capital, Inc.: A non-officer Company employee performed services for an entity substantially owned/controlled by Executive Chairman; Interlaken compensates the employee; arrangement approved by independent Business Ethics Committee per policy .
- BlackRock Inc.: ~$2.4 million paid in 2024 for investment management software/services; BlackRock is a >5% holder; arm’s-length; not subject to related-party approval .
Risk Indicators & Red Flags
- Pledging: Executive Chairman uniquely permitted to pledge a portion of shares; pledging reduced ~88% since 2011; pledged now ~1.9% of shares outstanding; committee views risk as immaterial given >90% unpledged and his track record (no forced sales) .
- Tax gross-up: Excise tax gross-up included only in Supplemental Benefits Agreement upon CIC (not triggered in 12/31/2024 scenario) .
- Hedging: Prohibited for executives and directors (no waivers historically) .
- Say-on-pay: Strong shareholder support—96.1% approval in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.1% .
- Outreach focus: Board refreshment, onboarding/education, succession planning, and talent development; investors appreciate long-term alignment design .
Expertise & Qualifications
- Industry leadership: Distinguished insurance industry leader; deep investment oversight experience predating Company founding .
- Strategic governance: Leads strategy and risk oversight; bridges management and board .
Work History & Career Trajectory
- Founder; Chairman since 1967; CEO 1967–2015; President/COO 2000–2009 (and various periods 1967–1995); Executive Chairman since 2015; extensive philanthropic/academic board roles .
Compensation Committee Analysis
- Committee composition: Independent directors Mary C. Farrell (Chair), Ronald E. Blaylock, Daniel L. Mosley .
- Independent consultant: Meridian Compensation Partners; independence assessed (no conflicts; Company does not engage Meridian outside committee work) .
- Risk review: Committee reviews compensation risks; clawbacks; pledging; deferrals; multi-year structures .
Equity Delivery & Vesting Schedules
| Scheduled RSU Vesting (Target Shares) | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| William R. Berkley | 101,700 | 89,630 | 74,523 | 47,919 | 20,203 |
| Stock Vested in 2024 | Shares | Pre-Tax Value ($) |
|---|---|---|
| William R. Berkley | 120,430 | 6,954,772 |
| Outstanding RSUs by Grant (12/31/2024) | Units (#) | Market/Payout Value ($) |
|---|---|---|
| 8/15/2020 grant | 39,787 | 2,328,335 |
| 8/15/2021 grant | 70,619 | 4,132,624 |
| 8/15/2022 grant | 79,813 | 4,670,657 |
| 8/15/2023 grant | 83,149 | 4,865,879 |
| 8/15/2024 grant | 60,607 | 3,546,722 |
Pay Summary (Total Compensation)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,047,800 | 3,850,038 | 11,180,910 | 830,334 | 16,909,082 |
| 2023 | 1,086,800 | 3,850,025 | 11,198,400 | 977,990 | 17,113,215 |
| 2024 | 1,086,800 | 3,850,044 | 11,696,675 | 1,031,855 | 17,665,374 |
Performance & Track Record (Company context)
- 2024 Highlights: ROE 23.6%; net income $1.8B; revenues $13.6B; record net premiums written $12.0B; combined ratio 90.3% vs industry 96.6%; BVPS growth 23.5% before dividends/repurchases; five-year EPS growth 178.1%; five-year revenue growth 72.6% .
- Long-term TSR: 20-year TSR exceeded S&P 500 and P&C index; five-year average TSR ranked 94th percentile of peers .
Insider Selling Pressure & Retention Signals
- Mandatory RSU deferral until separation prevents near-term stock sales even after vesting, materially reducing selling pressure and strengthening retention/alignment .
- Executive Chairman has not sold a share (other than cashless option exercises or taxes on RSUs) since 1969; pledging reduced substantially and monitored annually—committee views risk as immaterial given unpledged concentration .
- AICP uses negative discretion anchored in ROE with peer context, discouraging short-term behavior and cycle mismanagement .
Board Service History, Committees, and Dual-Role Implications
- Service history: Director since 1967; Executive Chairman since 2015; not independent .
- Committees: Chair of Executive Committee; leadership role in board risk oversight and strategic priorities .
- Dual-role implications: Separation of Chair and CEO since 2015 mitigates concentration of authority; rotating presiding director provides shared independent lead director functions and executive sessions, supporting independence and checks/balances .
- Attendance: Board-level attendance was 100% across directors in 2024; committee attendance generally strong .
Investment Implications
- Alignment: Exceptional long-term equity alignment via massive unpledged personal ownership, mandatory RSU deferral, and ROE/BVPS-linked long-term incentives; insider selling pressure is structurally muted until separation .
- Pay-for-performance: AICP anchored on ROE with discretionary guardrails; RSUs and LTIP formulaically tied to excess ROE and BVPS growth; recent awards paid at high levels amid robust performance—monitor sustainability of >20% ROE and underwriting margin through cycles .
- Governance risk: Unique pledging exception for Executive Chairman persists but has been substantially reduced and actively overseen; presence of Section 4999 excise tax gross-up in supplemental agreement is a governance negative, though not triggered in the latest CIC scenario .
- Trading signals: Upcoming RSU performance measurement periods and LTIP cycles (with rigorous 12.5% BVPS hurdle) tie realized values to multi-year outcomes; continued strong ROE/BVPS growth supports incentive realizations but does not result in immediate share delivery, limiting near-term supply overhang .