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o | Confidential, for Use of the Commission Only |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) | To elect as directors to serve until their successors are duly elected and qualified the four nominees named in the accompanying proxy statement; | |
(2) | To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2010; and | |
(3) | To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof. |
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• | You may vote by using the Internet. The address of the website for Internet voting is www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 17, 2010. Easy to follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded. | |
• | You may vote by telephone. The toll-free telephone number is noted on your proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 17, 2010. Easy to follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. | |
• | You may vote by mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope. |
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• | submitting a subsequent proxy by using the Internet, by telephone or by mail with a later date; | |
• | sending written notice of revocation to our Corporate Secretary at 475 Steamboat Road, Greenwich, Connecticut 06830; or | |
• | voting in person at the Annual Meeting. |
• | the election of four directors nominated by the Board of Directors and named in the proxy statement to hold office for a term of three years until the Annual Meeting of Stockholders in 2013 and until their respective successors are duly elected and qualified; and | |
• | the ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending December 31, 2010. |
• | vote FOR the election of the four nominees for director; |
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• | WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or | |
• | WITHHOLD AUTHORITY to vote for the four nominees. |
• | vote FOR the proposal; | |
• | vote AGAINST the proposal; or | |
• | ABSTAIN from voting on the proposal. |
• | FOR all four director nominees; and | |
• | FOR the ratification of the appointment of our independent registered public accountants. |
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Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Nominees to Serve in Office Until 2013
|
Since/Age | and Other Information | ||||
W. Robert Berkley, Jr.(1)
|
2001 Age 37 |
President and Chief Operating Officer of the Company since November 2009 and Vice Chairman of Berkley International, LLC since May 2002. Mr. Berkley, Jr. served previously as Executive Vice President of the Company from August 2005 to November 2009, Senior Vice President — Specialty Operations of the Company from January 2003 to August 2005, Senior Vice President of the Company from January 2002 to January 2003, Vice President of the Company from May 2000 to January 2002, President of Berkley International, LLC from January 2001 to May 2002 and Executive Vice President of Berkley International, LLC from March 2000 to January 2001. He joined the Company in September 1997. From July 1995 to August 1997, Mr. Berkley, Jr. was employed in the Corporate Finance Department of Merrill Lynch Investment Company. Mr. Berkley, Jr. is also a director of Associated Community Bancorp, Inc. and its Connecticut Community Bank, N.A. subsidiary; Interlaken Capital, Inc.; LD Realty Advisors LLC; NCCI Holdings, Inc.; VaporStream, Incorporated; and W. R. Berkley Corporation Charitable Foundation; and is a Trustee of Greenwich Hospital. Mr. Berkley, Jr. is the son of William R. Berkley. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Mr. Berkley, Jr. has been significantly involved with the Company for most of his career, including working initially at several of the Company’s operating subsidiaries. His substantial experience in all areas of the Company’s operations, as well as his service as Chairman of the Board of NCCI Holdings, Inc. (the nation’s largest provider of workers’ compensation and employee injury data and statistics) and prior investment banking experience, enable him to bring to the Board insightful, working knowledge of the Company’s business and the insurance industry. |
7
Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Nominees to Serve in Office Until 2013
|
Since/Age | and Other Information | ||||
Ronald E. Blaylock(2)(3)(4)
|
2001 Age 50 |
Founder and Managing Partner of GenNx360 Capital Partners, a private equity buy out firm, since 2006. Mr. Blaylock was the Founder, Chairman and Chief Executive Officer of Blaylock & Company, Inc., an investment banking firm, and held senior management positions with PaineWebber Group and Citicorp before launching Blaylock & Company, Inc. in 1993. Mr. Blaylock is also a director of CarMax, Inc. and Radio One, Inc. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Mr. Blaylock’s founding and management of two financial services companies has provided him with valuable business, leadership and management experience. As a result, Mr. Blaylock brings substantial financial expertise to the Board. In addition, Mr. Blaylock’s experience on the boards of directors of other public companies enables him to bring other perspectives and experience to the Board. | ||||||
Mark E. Brockbank(2)(5)
|
2001 Age 58 |
Mr. Brockbank retired from active employment in November 2000. He served from 1995 to 2000 as Chief Executive of XL Brockbank Ltd., an underwriting management agency at Lloyd’s of London. Mr. Brockbank was a founder of the predecessor firm of XL Brockbank Ltd. and was a director of XL Brockbank Ltd. from 1983 to 2000. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Mr. Brockbank’s service as Chief Executive of XL Brockbank Ltd., an underwriting management agency at Lloyd’s of London, provided him with valuable entrepreneurial business, leadership and management experience, and particular knowledge of the insurance industry. Mr. Brockbank also brings significant business acumen to the Board, including a strong understanding of insurance and reinsurance risk evaluation, executive compensation and related areas. | ||||||
Mary C. Farrell(2)(5)
|
2006 Age 60 |
Consultant to the financial services industry since 2005. Retired in July 2005 from UBS, where she served as a Managing Director, Chief Investment Strategist for UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Ms. Farrell’s career in investment banking, including serving in various leadership roles at UBS, provides valuable business experience and critical insights regarding investments, finance and strategic transactions. Ms. Farrell brings considerable financial expertise to the Board, providing an understanding of financial statements, corporate finance, executive compensation and capital markets. |
8
Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Directors to Continue in Office Until 2011
|
Since/Age | and Other Information | ||||
Rodney A. Hawes, Jr.(2)(5)
|
2004 Age 72 |
Mr. Hawes, Jr. is the founder of Insurance Investment Associates, which has provided investment banking services to the insurance industry since 1972. Mr. Hawes, Jr. was the Chairman of the Board and Chief Executive Officer of Life Re Corporation from 1988 to 1998. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
With 10 years of experience as Chairman and Chief Executive Officer of Life Re Corporation, a leading life reinsurance company, and over 38 years as an investment banker to the insurance industry, Mr. Hawes, Jr. has valuable business, leadership and management experience, including significant financial acumen, experience in mergers and acquisitions of insurance companies and executive compensation, and a longstanding working knowledge of the Company. | ||||||
Jack H. Nusbaum(1)(2)(4)
|
1967 Age 69 |
Senior Partner in the New York law firm of Willkie Farr & Gallagher LLP, where he has been a partner and had been Chairman of the firm for more than the last five years. Willkie Farr & Gallagher LLP is outside counsel to the Company. Mr. Nusbaum is presently a director of Cowen Group, Inc. and during the past five years he was a director of Strategic Distribution Inc. (until April 2007) and The Topps Company, Inc. (until October 2007). | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Mr. Nusbaum brings leadership, extensive legal, regulatory, financial and other broad-based business experience to the Board. In addition, Mr. Nusbaum’s service on the Company’s Board of Directors since its founding affords him extensive knowledge of the Company’s business, operations and culture. |
9
Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Directors to Continue in Office Until 2011
|
Since/Age | and Other Information | ||||
Mark L. Shapiro(1)(2)(3)(4)
|
1974 Age 66 |
Since September 1998, Mr. Shapiro has been a private investor. From July 1997 through August 1998, Mr. Shapiro was a Senior Consultant to the Export-Import Bank of the United States. Prior thereto, he was a Managing Director in the investment banking firm of Schroder & Co. Inc. He is also a director of Boardwalk Pipeline Partners, LP. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Mr. Shapiro’s career in investment banking and finance provides valuable broad-based business experience and insights on the Company’s business. In addition, Mr. Shapiro brings considerable financial expertise to the Board, providing an understanding of accounting, financial statements and corporate finance. In addition, Mr. Shapiro has had a professional working knowledge of the Company and its operations since the Company’s initial public offering in 1973 and his extensive service on the Company’s Board of Directors affords him a depth of understanding of the Company’s business, operations and culture. |
Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Directors to Continue in Office Until 2012
|
Since/Age | and Other Information | ||||
William R. Berkley(1)
|
1967 Age 64 |
Chairman of the Board and Chief Executive Officer of the Company since its formation in 1967. He also served as President and Chief Operating Officer from March 2000 to November 2009 and held such positions at various times from 1967 to 1995. Mr. Berkley also serves as Chairman of the Board or director of a number of public and private companies. These include Associated Community Bancorp, Inc. and its Connecticut Community Bank, N.A. subsidiary; Interlaken Capital, Inc.; American Insurance Association; The First Marblehead Corporation; VaporStream, Incorporated; and W. R. Berkley Corporation Charitable Foundation. Mr. Berkley is Vice Chairman of the Board of Trustees of New York University; Chairman of the Board of Overseers of The Leonard N. Stern School of Business of New York University; and a Director of Georgetown University. Mr. Berkley is the father of W. Robert Berkley, Jr. |
10
Served as |
||||||
Director |
||||||
Continuously |
Business Experience During Past 5 Years |
|||||
Directors to Continue in Office Until 2012
|
Since/Age | and Other Information | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
The founder, Chairman and Chief Executive Officer of Company, Mr. Berkley is widely regarded as one of the most distinguished leaders of the insurance industry, including having served as Chairman of the American Insurance Association (the country’s leading property-casualty insurance trade association). Mr. Berkley provides the Company strategic leadership, bringing to the Board deep and comprehensive knowledge of, and experience with, the Company and all facets of the insurance and reinsurance businesses. Mr. Berkley’s service as both Chairman and Chief Executive Officer of the Company creates a vital link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s insight on the business. In addition, Mr. Berkley’s service on the Board provides the Company with effective, ethical and responsible leadership. | ||||||
George G. Daly(2)(3)
|
1998 Age 69 |
Dean, McDonough School of Business, Georgetown University. From 2002 to October 2005, Dr. Daly was Fingerhut Professor and Dean Emeritus, Stern School of Business, New York University, and previously was Dean, Stern School of Business, and Dean Richard R. West Professor of Business, New York University, for more than five years. In addition to his academic career, Dr. Daly served as Chief Economist at the U.S. Office of Energy Research and Development in 1974. He is also a director of The First Marblehead Corporation. | ||||
Key Experience, Qualifications, Attributes or Skills: | ||||||
Dr. Daly has strong leadership skills, valuable business acumen and insights on strategy and operations and has served as Dean of two of the country’s leading business schools. In addition, Dr. Daly’s years of service on the Company’s Board of Directors affords him extensive knowledge of the Company’s business, operations and culture and his academic career provides the Board with a different perspective. |
(1) | Member of Executive Committee | |
(2) | Member of Nominating and Corporate Governance Committee | |
(3) | Member of Audit Committee | |
(4) | Member of Business Ethics Committee | |
(5) | Member of Compensation Committee |
11
Name
|
Age
|
Position
|
||||
Eugene G. Ballard
|
57 | Senior Vice President — Chief Financial Officer | ||||
Robert P. Cole
|
60 | Senior Vice President — Regional Operations | ||||
Kevin H. Ebers
|
52 | Senior Vice President — Information Technology | ||||
Robert W. Gosselink
|
56 | Senior Vice President — Insurance Risk Management | ||||
Paul J. Hancock
|
48 | Senior Vice President — Chief Corporate Actuary | ||||
Robert C. Hewitt
|
49 | Senior Vice President — Excess and Surplus Lines | ||||
Gillian James
|
44 | Senior Vice President — Enterprise Risk Management | ||||
Peter L. Kamford
|
55 | Senior Vice President — Admitted Specialty Lines | ||||
Carol J. LaPunzina
|
48 | Senior Vice President — Human Resources | ||||
Ira S. Lederman
|
56 | Senior Vice President — General Counsel and Secretary | ||||
C. Fred Madsen
|
56 | Senior Vice President — Reinsurance Operations | ||||
James G. Shiel
|
50 | Senior Vice President — Investments | ||||
Robert D. Stone
|
45 | Senior Vice President — Alternative Markets Operations | ||||
Steven W. Taylor
|
50 | Senior Vice President — International | ||||
Richard M. Baio
|
41 | Vice President — Treasurer | ||||
Clement P. Patafio
|
45 | Vice President — Corporate Controller |
12
13
14
15
• | competitive market pay analyses, including proxy data studies, Board of Director pay studies, and market trends; | |
• | ongoing support with regard to the latest relevant regulatory, technical, and/or accounting considerations impacting compensation and benefit programs; | |
• | assistance with the redesign of any compensation or benefit programs, if desired/needed; and | |
• | preparation for and attendance at selected Compensation Committee meetings. |
16
17
18
19
Amount and Nature |
||||||||
of Beneficial |
Percent |
|||||||
Name and Address of Beneficial Owner | Ownership | of Class | ||||||
William R. Berkley
|
27,718,358 | (1) | 18.1 | % | ||||
475 Steamboat Road Greenwich, CT 06830 |
||||||||
Goldman Sachs Asset Management
|
8,671,548 | (2) | 5.5 | %(4) | ||||
32 Old Slip New York, NY 10005 |
||||||||
BlackRock, Inc.
|
8,148,552 | (3) | 5.2 | %(4) | ||||
40 East
52nd
Street New York, NY 10022 |
(1) | Includes 4,363,368 shares of common stock held by Mr. Berkley, 10,635,016 shares of common stock and 5,981,608 shares of common stock held in separate limited liability companies of which Mr. Berkley is the sole member, 2,700,000 shares of common stock held by certain trusts of which Mr. Berkley is the sole trustee, 2,404,688 shares of common stock which are subject to currently exercisable stock options, 1,573,125 shares of common stock underlying restricted stock units (658,125 of which have vested (the receipt of which has been deferred), 315,000 of which vest on December 5, 2010, 300,000 which vest on December 17, 2012 and 300,000 which vest on March 2, 2015), and 60,553 shares held by Mr. Berkley’s wife, as to which shares he disclaims beneficial ownership. | |
(2) | Information as of December 31, 2009 based on a Schedule 13G, dated February 12, 2010, filed with the Securities and Exchange Commission on behalf of Goldman Sachs Asset Management, L.P. and GS Investment Strategies, LLC (together, “GSAM”). The Schedule 13G discloses that GSAM had shared voting power as to 8,570,642 shares and shared dispositive power as to all 8,671,548 shares. | |
(3) | Information as of December 31, 2009 based on a Schedule 13G, dated January 20, 2010, filed with the Securities and Exchange Commission on behalf of BlackRock, Inc. (“BlackRock”). The Schedule 13G discloses that BlackRock had sole voting power and sole dispositive power as to all 8,148,552 shares. | |
(4) | The percent of class shown was based on the shares of common stock reported on the Schedule 13G and the total number of shares outstanding as of December 31, 2009. Assuming the number of shares beneficially owned by this holder did not change, the percent of class based on the shares of common stock outstanding as of March 23, 2010 is 5.7% and 5.3%, respectively. |
20
Amount and Nature of |
Percent |
|||||||
Name of Beneficial Owner | Beneficial Ownership | of Class | ||||||
All directors and executive officers as a group (25 persons)
|
31,848,008 | (1)(2)(3)(4) | 20.8 | % | ||||
Eugene G. Ballard
|
274,486 | (2) | * | |||||
William R. Berkley
|
27,718,358 | (1)(2) | 18.1 | % | ||||
W. Robert Berkley, Jr.
|
1,243,385 | (2) | * | |||||
Ronald E. Blaylock
|
12,785 | (5) | * | |||||
Mark E. Brockbank
|
608,606 | (6) | * | |||||
George G. Daly
|
20,825 | * | ||||||
Mary C. Farrell
|
9,000 | * | ||||||
Rodney A. Hawes, Jr.
|
14,500 | * | ||||||
Ira S. Lederman
|
339,401 | (2)(3) | * | |||||
Jack H. Nusbaum
|
68,827 | * | ||||||
Mark L. Shapiro
|
27,833 | (7) | * | |||||
James G. Shiel
|
291,209 | (2) | * |
* | Less than 1%. | |
(1) | Includes 10,635,016 shares of common stock and 5,981,608 shares of common stock held in separate limited liability companies of which Mr. Berkley is the sole member, 2,700,000 shares of common stock held by certain trusts of which Mr. Berkley is the sole trustee and 60,553 shares held by Mr. Berkley’s wife, as to which shares he disclaims beneficial ownership. Of the 27,718,358 shares, 17,637,558 shares are pledged as security. | |
(2) | The amounts shown for Messrs. Berkley, Berkley, Jr., Lederman, Ballard and Shiel include shares of common stock which are subject to stock options that are either currently exercisable or exercisable within sixty days of March 23, 2010 and shares of common stock underlying restricted stock units (RSUs) in the following share amounts for each individual: |
Vested RSUs |
||||||||||||
Name
|
Options | (Receipt Deferred) | Unvested RSUs | |||||||||
William R. Berkley
|
2,404,688 | 658,125 | 915,000 | |||||||||
W. Robert Berkley, Jr.
|
708,754 | 56,250 | 390,000 | |||||||||
Ira S. Lederman
|
56,954 | 56,250 | 72,500 | |||||||||
Eugene G. Ballard
|
75,940 | 56,250 | 72,500 | |||||||||
James G. Shiel
|
63,282 | 43,313 | 72,500 |
21
The unvested RSUs for the named individuals are scheduled to vest as follows: |
Vesting on |
Vesting on |
Vesting on |
||||||||||
December 5, |
December 17, |
March 2, |
||||||||||
Name
|
2010 | 2012 | 2015 | |||||||||
William R. Berkley
|
315,000 | 300,000 | 300,000 | |||||||||
W. Robert Berkley, Jr.
|
90,000 | 150,000 | 150,000 | |||||||||
Ira S. Lederman
|
22,500 | 25,000 | 25,000 | |||||||||
Eugene G. Ballard
|
22,500 | 25,000 | 25,000 | |||||||||
James G. Shiel
|
22,500 | 25,000 | 25,000 |
(3) | The amount shown for Mr. Lederman includes 6,102 shares of common stock held by members of his immediate family sharing the same household. | |
(4) | The amounts shown for all directors and executive officers as a group include an aggregate of 3,634,024 shares of common stock which are subject to stock options that are either currently exercisable or are exercisable within sixty days of March 23, 2010 and are held by executive officers of the Company, 1,981,000 shares of common stock underlying RSUs, which are subject to forfeiture until vested, and 23,151 shares of common stock which are held by executive officers under the Company’s Profit Sharing Plan. Of the 31,848,008 shares, 17,764,164 shares are pledged as security. | |
(5) | Of the 12,785 shares, 5,000 shares are pledged as security. | |
(6) | Includes 603,106 shares held in a corporation wholly owned by Mr. Brockbank. | |
(7) | Includes 22,333 shares held in a trust. |
22
• | Objectives of the executive compensation program; | |
• | Design of the executive compensation program, including the role and rationale for each element; | |
• | Use of market and peer group data; | |
• | Executive compensation decisions during the last fiscal year; | |
• | Severance and change-of-control benefits; and | |
• | Discussion of risk in relation to executive compensation. |
• | The principal executive officer: William R. Berkley, Chairman of the Board and Chief Executive Officer (or “CEO”); | |
• | The principal financial officer: Eugene G. Ballard, Senior Vice President — Chief Financial Officer; and |
23
• | W. Robert Berkley, Jr., President and Chief Operating Officer (“COO”) (Mr. Berkley, Jr. had been Executive Vice President (“EVP”) since August of 2005 and was elected President and COO on November 3, 2009. He will be referred to as the COO for the remainder of this document.) | |
• | Ira S. Lederman, Senior Vice President — General Counsel and Secretary; and | |
• | James G. Shiel, Senior Vice President — Investments. |
Attract qualified executive talent; | ||
Motivate executives to focus on and work toward corporate goals and appropriately manage risk, thereby fostering enhanced short-term and long-term financial performance and greater stockholder value; | ||
Provide an opportunity for executives to develop a significant ownership stake in the Company and thus align their interests with those of the Company’s stockholders; | ||
Encourage executive retention; and | ||
Reward executives who contribute to the Company’s short-term and long-term success through demonstrated and sustained performance. |
24
Role of the Element and |
||
Why W. R. Berkley Corporation |
||
Pay Element
|
Uses the Element | |
Annual Cash Compensation |
• Required by market practice
|
|
Base Salary
|
• Provides a fixed base level of
compensation for NEO services rendered during the year
|
|
Annual Incentive Bonus
|
• Representative of market practice
|
|
• Provides focus on annual and long-term
performance goals that are linked to Company success and
stockholder value
|
||
• Motivates and rewards NEOs to achieve
return on capital objectives and individual objectives
|
||
Long-Term Incentive Compensation
|
||
Deferred Restricted Stock Units
|
• Increases stock ownership among NEOs
since deferred restricted stock units (“RSUs”) track
the value of and pay out in shares of Company stock
|
|
• Aligns NEOs’ financial interests
with those of Company stockholders during the NEOs’
employment since settlement of RSUs is deferred until separation
from service
|
||
• Retains NEOs through use of overlapping
5-year vesting periods
|
||
• Provides focus on stock price and
dividend yield
|
||
Long-Term Incentive Plan
|
• Balances NEO external focus with
internal focus on growth in book value and return on equity
objectives necessary to achieve the growth in book value goals
|
|
• Through Company-wide goal, encourages
teamwork and decision-making to further the long-term best
interests of the Company
|
||
• Encourages retention of NEOs through use
of overlapping 5-year performance periods
|
||
• Allows NEOs to realize a portion of
long-term compensation at established intervals during
employment through potential Long-Term Incentive Plan
(“LTIP”) cash payments
|
||
Benefits and Perquisites
|
||
Benefit Replacement Plan
|
• Makes up for Internal Revenue Code
(“IRC”) limits on Company contributions to the
qualified Profit Sharing Plan
|
|
• Treats all employees equally
|
||
• Provides a competitive compensation
element designed to attract and retain NEOs
|
||
Deferred Compensation
|
• Allows NEOs to defer receipt of all or
part of their base salary and annual incentive bonus
|
|
• Provides a strong retention feature
through above-market return potential
|
||
• Provides additional cash flow to the
Company in a cost effective manner
|
||
• Provides an attractive tax planning tool
designed to attract and retain NEOs
|
||
Supplemental Benefits
|
• Provides supplemental coverage for
officers, including the NEOs, in the areas of life, travel
accident, and long-term disability insurance
|
|
• Provides a competitive compensation
element designed to attract and retain NEOs
|
||
Personal Use of Company Aircraft (CEO
|
• Enhances security and personal safety of
the CEO and COO
|
|
and COO only)
|
• Enhances productivity of the CEO and COO
|
|
Supplemental Benefits Agreement (CEO only)
|
• Rewards the founding CEO for long-term
service to the Company (37 years, at time of entering into
the agreement)
|
|
• Provides competitive retirement income
relative to final average pay for the CEO
|
||
• Provides continued health insurance
benefits and certain perquisites to the CEO after employment ends
|
||
• Provides consideration in exchange for a
noncompete agreement with the CEO
|
||
Other
|
||
Director Fees (CEO & COO only)
|
• Compensates NEOs who are also members of the Board
for responsibilities and duties that are separate and distinct
from position as officer
|
25
26
27
28
• | Ace Limited | |
• | Alleghany Corporation | |
• | American Financial Group | |
• | Arch Capital Group Ltd. | |
• | Axis Capital Holdings Limited | |
• | The Chubb Corporation | |
• | CNA Financial Corporation | |
• | Everest Re Group Ltd. | |
• | HCC Insurance Holdings, Inc. | |
• | Markel Corporation | |
• | Old Republic International Corporation | |
• | PartnerRe Ltd. | |
• | The Progressive Corporation | |
• | RenaissanceRe Holdings Ltd. | |
• | Transatlantic Holdings Inc. | |
• | The Travelers Companies, Inc. | |
• | White Mountains Insurance Group Ltd. | |
• | XL Capital Ltd. |
29
Salary Increase | Rationale | |||||
Mr. Ballard
|
1.8% | To maintain competitive positioning | ||||
Mr. Lederman
|
1.8% | To maintain competitive positioning | ||||
Mr. Shiel
|
1.8% | To maintain competitive positioning |
30
• | Amounts paid in prior years and Company performance in 2009 relative to those prior years; and | |
• | Company performance relative to industry peers. |
• | Return on stockholders’ equity was 10.1% based on net income, and 14.7% based on operating income (operating income is a non-GAAP financial measure defined by the Company as net income excluding income or losses from investment funds and net investment gains and losses). The Company’s ROE performance over the past five years was in the top quartile relative to peers, based on data through the third quarter (which was the most recent reported data available). 2009 performance is slightly up from the prior year. | |
• | Combined ratio of 94.2% was 6.4 points better than the industry’s overall combined ratio. | |
• | Net income was $1.86 per share, which is 15% higher than the previous year, operating income was $2.69 per share, which is down from prior year levels by 9%. |
31
• | Net investment income, including income (loss) from investment funds, was $553 million, which was up by 4% over the prior year. |
Accelerated Partial Payment |
||||
of 2006 LTIP Award | ||||
Mr. Berkley
|
$ | 4,919,812 | ||
Mr. Berkley, Jr.
|
1,229,953 | |||
Mr. Ballard
|
500,000 | |||
Mr. Lederman
|
491,981 | |||
Mr. Shiel
|
430,484 |
• | The Supplemental Benefits Agreement, which is described in greater detail above, provides the CEO with certain benefits upon death or termination of employment to recognize his significant contributions to the Company’s success from the time he founded the Company. | |
• | RSUs held by the NEOs are subject to accelerated ratable vesting upon death or disability. Ratable vesting of the RSUs is intended to fairly compensate the NEOs for service to the Company through the date of their death or disability. |
32
• | In the event of the termination of an NEO’s employment on account of his death, disability, qualified retirement, or his termination by the Company for a reason other than cause, subject to the terms and conditions of the LTIP agreements, the cash value of the LTIP awards will be determined and fixed as of the end of the fiscal year immediately prior to the fiscal year in which the termination occurred and paid 90 days following such termination. This accelerated payment fairly compensates the NEOs for service to the Company through the fiscal year just prior to their termination. |
• | Benefits under the Supplemental Benefits Agreement become payable. | |
• | RSUs will become fully vested and settled in full. | |
• | The value of all LTIP awards will be determined and fixed as of the end of the fiscal year prior to the Change of Control and paid to the participant within 90 days following the last day of the performance period. |
• | Multi-year equity vesting and multi-year performance periods. The LTIP has a 5-year performance period and the RSUs have a 5-year vesting requirement. These extended time periods reflect the longer-term nature of business decisions and align executives with the longer-term performance of the Company. | |
• | Clawback Policy. The Compensation Committee has approved recapture provisions for certain misconduct by grantees of RSUs and LTIPs. | |
• | Stock Ownership. While the Company does not have formal stock ownership guidelines, stock ownership is generally strongly encouraged and mandated under the RSU deferral program. The CEO currently beneficially owns approximately 18% of the Company’s outstanding common stock. Other NEOs also have significant beneficial ownership positions (averaging in excess of 12 times base salary) through outright common stock ownership and deferred RSU awards. | |
• | Prohibition on Hedging. The Company’s senior officers as well as the presidents and chief financial officers of the Company’s subsidiaries are prohibited from hedging and other derivative transactions with respect to the Company’s common stock. |
33
34
Change in |
||||||||||||||||||||||||||||||||
Pension Value |
||||||||||||||||||||||||||||||||
and |
||||||||||||||||||||||||||||||||
Nonqualified |
||||||||||||||||||||||||||||||||
Non-Equity |
Deferred |
|||||||||||||||||||||||||||||||
Stock |
Incentive Plan |
Compensation |
All Other |
|||||||||||||||||||||||||||||
Name and |
Salary |
Bonus |
Awards |
Compensation |
Earnings |
Compensation |
Total |
|||||||||||||||||||||||||
Principal Position
|
Year | ($)(1) | ($) | ($)(2) | ($)(3) | ($) | ($) | ($) | ||||||||||||||||||||||||
William R. Berkley
|
2009 | 1,000,000 | — | (4) | — | 8,317,950 | 8,002,244 | (5) | 489,885 | (6)(7) | 17,810,079 | |||||||||||||||||||||
Chairman of the Board
|
2008 | 1,000,000 | — | 7,737,000 | 8,880,600 | 668,172 | 390,937 | 18,676,710 | ||||||||||||||||||||||||
and Chief Executive Officer
|
2007 | 1,000,000 | — | — | 13,517,200 | 8,392,664 | 404,076 | 23,313,940 | ||||||||||||||||||||||||
W. Robert Berkley, Jr.
|
2009 | 700,000 | — | (4) | — | 1,746,031 | — | 251,007 | (6)(7) | 2,697,038 | ||||||||||||||||||||||
President and Chief
|
2008 | 700,000 | — | 3,868,500 | 1,832,025 | — | 228,579 | 6,629,104 | ||||||||||||||||||||||||
Operating Officer
|
2007 | 700,000 | — | — | 2,404,300 | — | 208,677 | 3,312,977 | ||||||||||||||||||||||||
Ira S. Lederman
|
2009 | 555,000 | 325,000 | — | 235,104 | — | 62,490 | (7) | 1,177,594 | |||||||||||||||||||||||
Senior Vice President —
|
2008 | 545,000 | 340,000 | 644,750 | 230,435 | — | 54,907 | 1,815,092 | ||||||||||||||||||||||||
General Counsel and Secretary
|
2007 | 525,000 | 400,000 | — | 451,720 | 40,676 | 59,490 | 1,476,886 | ||||||||||||||||||||||||
Eugene G. Ballard
|
2009 | 555,000 | 325,000 | — | 235,104 | — | 62,490 | (7) | 1,177,594 | |||||||||||||||||||||||
Senior Vice President —
|
2008 | 545,000 | 340,000 | 644,750 | 230,435 | — | 54,907 | 1,815,092 | ||||||||||||||||||||||||
Chief Financial Officer
|
2007 | 525,000 | 400,000 | — | 451,720 | 23,166 | 59,490 | 1,459,376 | ||||||||||||||||||||||||
James G. Shiel
|
2009 | 555,000 | 325,000 | — | 220,284 | — | 59,925 | (7) | 1,160,209 | |||||||||||||||||||||||
Senior Vice President —
|
2008 | 545,000 | 200,000 | 644,750 | 215,615 | — | 53,878 | 1,659,243 | ||||||||||||||||||||||||
Investments
|
2007 | 525,000 | 400,000 | — | 389,005 | 22,456 | 59,490 | 1,395,951 |
(1) | Each of Messrs. Lederman, Ballard, and Shiel contributed a portion of his salary to the Company’s 401(k) profit sharing plan. All such deferred amounts are included in the Salary column. | |
(2) | This column represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For RSUs, fair value is calculated using the closing price of the Company’s common stock on the date of grant. The RSUs vest in one installment, generally on the fifth anniversary of the grant date, provided the recipient remains employed with the Company and/or its subsidiaries on such vesting date. If a recipient has a separation from service prior to such vesting date on account of death, disability or as determined by the Compensation Committee, a pro rata share of the number of RSUs granted to the recipient shall vest and be distributed to the recipient 90 days (or, in some cases, 6 months) following such event. Upon a separation from service for any other reason prior to vesting, all unvested RSUs held by the recipient will expire and be forfeited. For additional information relating to the valuation assumptions with respect to the prior year grants, refer to note 22 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2009, as filed with the SEC. These amounts reflect the Company’s accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the NEOs. | |
(3) | This column includes the dollar amount of bonus awards earned by Messrs. Berkley and Berkley, Jr., for performance during 2009 under the 2007 Annual Incentive Compensation Plan of $6,200,000 and $1,100,000, respectively. These awards were paid in February 2010. This column also includes the dollar amounts contingently earned during the 2009 fiscal year with respect to awards granted to each of the named executives in fiscal years prior to 2010 pursuant to the LTIP, subject to the terms and conditions of the LTIP agreements. See the 2009 Grants of Plan-Based Awards table on page 36 for additional information relating to the 2007 Annual Incentive Compensation Plan. For additional information on the LTIP, refer to note 23 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2009, as filed with the SEC. | |
During 2008, amendments were made to the outstanding LTIP awards originally granted in 2006 in order to comply with Internal Revenue Code Section 409A. Originally, the award could be paid out as soon as the maximum award value was achieved, or after five years, whichever occurred earlier. In order to comply with Section 409A, however, a specific payout date needed to be set. More than half of the maximum award for the 2006 LTIP had already been earned as of the end of 2008, and it appeared likely to achieve early payment. Therefore, the |
35
Compensation Committee decided to pay 50% of the maximum value on January 2, 2009. The balance of the award would be paid after the end of the five-year performance period. With respect to the NEOs other than the CFO, an IRS discount factor was applied to the January 2, 2009 accelerated payment in order to maintain compliance with Section 162(m) (which ensures the payment is tax deductible to the Company). The accruals for these payments have already been reflected in this column in prior years. Actual payments made to the NEOs on January 2, 2009 were as follows: |
Accelerated Partial Payment |
||||
of 2006 LTIP Award | ||||
William R. Berkley
|
$ | 4,919,812 | ||
W. Robert Berkley, Jr.
|
1,229,953 | |||
Eugene G. Ballard
|
500,000 | |||
Ira S. Lederman
|
491,981 | |||
James G. Shiel
|
430,484 |
(4) | The bonus awards earned by Messrs. Berkley and Berkley, Jr., for performance during 2009 and paid in February 2010 under the 2007 Annual Incentive Compensation Plan are reported in the Non-Equity Incentive Plan Compensation column of this Summary Compensation Table. | |
(5) | This amount represents the change in pension value under the Supplemental Benefits Agreement. See pages 28-29 for additional information about the Supplemental Benefits Agreement, amended as of December 12, 2008. | |
(6) | This amount includes (i) Company director fees of $78,000 and 2,000 shares of the Company’s common stock awarded to directors on May 19, 2009, having a value of $46,180, payable to each of Messrs. Berkley and Berkley, Jr.; (ii) the incremental cost to the Company related to personal use of Company-owned or chartered aircraft by Mr. Berkley ($78,895) and Mr. Berkley, Jr. ($51,287); and (iii) for Mr. Berkley only, secretarial and administrative assistant expenses of $61,420. To increase productivity and for reasons of security and personal safety, the Board has required Messrs. Berkley and Berkley, Jr., to use Company-owned or non-commercial aircraft for all air travel. The methodology used to calculate the cost to the Company is based on the aggregate incremental variable trip-related costs, including the cost of fuel, on-board catering, landing and parking fees, flight crew travel expenses, and ground transportation costs. Since the corporate aircraft are used primarily for business travel, the methodology excludes fixed costs which do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft, aircraft maintenance, and hangar expenses. | |
(7) | For Messrs. Berkley, Berkley, Jr., Lederman, Ballard, and Shiel, these amounts include Company contributions to the Profit Sharing Plan of $22,050 each; attributed premiums for term life insurance of $1,740 each; Benefit Replacement Plan contributions of $67,950, $40,950, $27,900, $27,900, and $27,900, respectively; and dividend equivalents on vested RSUs of $133,650, $10,800, $10,800, $10,800 and $8,235, respectively. |
Estimated |
||||||
Possible |
||||||
and |
||||||
Future |
||||||
Payouts |
||||||
Under |
||||||
Non-Equity |
||||||
Incentive |
||||||
Plan |
||||||
Awards |
||||||
Name
|
Plan Name | Maximum($) | ||||
William R. Berkley
|
2007 Annual Incentive Compensation Plan | 15,289,200 | (1) | |||
W. Robert Berkley, Jr.
|
2007 Annual Incentive Compensation Plan | 3,822,300 | (1) |
(1) | These amounts represented the potential maximum value of the annual bonus awards for 2009 under the 2007 Annual Incentive Compensation Plan, which was, for the CEO, 4% of the Company’s pre-tax net income and, for the COO, 1% of the Company’s pre-tax net income. The actual amount of bonus awards paid to Messrs. Berkley and Berkley, Jr. for performance during 2009 under the 2007 Annual Incentive Compensation Plan of $6,200,000 and $1,100,000, respectively, are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Because of the nature of these bonus awards, there is no target or minimum threshold performance level for an award. As such, the “Threshold” and “Target” columns have been omitted from this table. |
36
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||
Number of |
Number of |
Market Value |
||||||||||||||||||||||||||
Securities |
Shares or |
of Shares |
||||||||||||||||||||||||||
Underlying |
Units of |
or Units |
||||||||||||||||||||||||||
Unexercised |
Stock |
Stock That |
of Stock |
|||||||||||||||||||||||||
Option |
Options (#) |
Option |
Option |
Award |
Have Not |
That Have |
||||||||||||||||||||||
Grant |
Exercisable |
Exercise |
Expiration |
Grant |
Vested |
Not Vested |
||||||||||||||||||||||
Name
|
Date | (1)(2) | Price ($)(1) | Date | Date | (#)(1)(3) | ($) | |||||||||||||||||||||
William R. Berkley
|
03/13/2001 | 2,025,000 | 9.34 | 03/13/2011 | ||||||||||||||||||||||||
04/03/2002 | 379,688 | 11.39 | 04/03/2012 | |||||||||||||||||||||||||
12/05/2005 | 315,000 | 7,761,600 | ||||||||||||||||||||||||||
06/17/2008 | 300,000 | 7,392,000 | ||||||||||||||||||||||||||
W. Robert Berkley, Jr.
|
03/13/2001 | 506,252 | 9.34 | 03/13/2011 | ||||||||||||||||||||||||
04/03/2002 | 202,502 | 11.39 | 04/03/2012 | |||||||||||||||||||||||||
12/05/2005 | 90,000 | 2,217,600 | ||||||||||||||||||||||||||
06/17/2008 | 150,000 | 3,696,000 | ||||||||||||||||||||||||||
Ira S. Lederman
|
03/16/2000 | 15,822 | 3.06 | 03/16/2010 | ||||||||||||||||||||||||
04/03/2002 | 56,954 | 11.39 | 04/03/2012 | |||||||||||||||||||||||||
12/05/2005 | 22,500 | 554,400 | ||||||||||||||||||||||||||
06/17/2008 | 25,000 | 616,000 | ||||||||||||||||||||||||||
Eugene G. Ballard
|
03/16/2000 | 18,985 | 3.06 | 03/16/2010 | ||||||||||||||||||||||||
04/03/2002 | 75,940 | 11.39 | 04/03/2012 | |||||||||||||||||||||||||
12/05/2005 | 22,500 | 554,400 | ||||||||||||||||||||||||||
06/17/2008 | 25,000 | 616,000 | ||||||||||||||||||||||||||
James G. Shiel
|
04/03/2002 | 63,282 | 11.39 | 04/03/2012 | ||||||||||||||||||||||||
12/05/2005 | 22,500 | 554,400 | ||||||||||||||||||||||||||
06/17/2008 | 25,000 | 616,000 |
(1) | These amounts have been adjusted to reflect all subsequent common stock splits through December 31, 2009. | |
(2) | All outstanding options are subject to forfeiture in the event the NEO’s employment is terminated for cause, and the value of options that have already been exercised may be subject to recapture by the Company in certain circumstances. As such, the NEOs may never realize the full value of these options if such forfeiture or recapture occurs. All stock options vested according to a graded schedule of 25% of the award on each of the third, fourth, fifth, and sixth anniversaries of the grant date. | |
(3) | Represents restricted stock units (RSUs), each of which represents the right to receive one share of common stock, subject to vesting and continued employment requirements. These respective RSUs will vest in full in one installment generally on the fifth anniversary of their respective grant dates, provided the NEO remains employed by the Company on the vesting date. If an NEO separates from service prior to the vesting date on account of death, disability or as determined by the Compensation Committee, a pro rata share of the number of RSUs granted to him shall vest and be distributed to him generally 90 days following such termination date. Upon a separation from service for any other reason prior to vesting, all unvested RSUs will expire and be forfeited. In addition, vested RSUs may be subject to recapture by the Company in certain circumstances. As such, the NEOs may never realize the full value of these RSUs if such forfeiture or recapture occurs. In the event of a Change of Control of the Company (as defined in the RSU agreements) all RSUs will vest in full and the shares of common stock underlying each RSU will be delivered to the NEOs. Subject generally to a minimum three-year vesting requirement on all equity awards, the Compensation Committee may generally accelerate the vesting of any or all RSUs at any time. |
37
OPTION AWARDS | STOCK (RSU) AWARDS | |||||||||||||||
Number of Shares |
||||||||||||||||
Number of Shares |
Pre-Tax Value |
(RSUs) Acquired on |
Pre-Tax Value |
|||||||||||||
Acquired on Exercise |
Realized on Exercise |
Vesting |
Realized on Vesting |
|||||||||||||
Name
|
(#)(1) | ($) | (#)(2) | ($) | ||||||||||||
William R. Berkley
|
265,780 | 5,690,350 | 202,500 | 4,851,900 | ||||||||||||
W. Robert Berkley, Jr.
|
— | — | 22,500 | 539,100 | ||||||||||||
Ira S. Lederman
|
— | — | 22,500 | 539,100 | ||||||||||||
Eugene G. Ballard
|
12,657 | 239,725 | 22,500 | 539,100 | ||||||||||||
James G. Shiel
|
34,178 | 730,155 | 18,000 | 431,280 |
(1) | Mr. Berkley exercised 265,780 stock options with an exercise price of $3.06 per share on December 30, 2009, when the market price of the Company’s stock was $24.47 per share. Mr. Ballard exercised 12,657 stock options with an exercise price of $4.73 per share on August 7, 2009, when the market price of the Company’s stock was $23.67 per share. Mr. Shiel exercised 34,178 stock options with an exercise price of $3.06 per share on November 19, 2009, when the market price of the Company’s stock was $24.42 per share. | |
(2) | Represents RSUs granted on May 11, 2004 that vested on May 11, 2009 (the receipt of which has been deferred until the earlier of the NEO’s separation of service or a change in control) when the market price of the Company’s stock was $23.96 per share. |
Number of |
Present |
Payments |
||||||||||||
Years |
Value of |
During |
||||||||||||
Credited |
Accumulated |
Last Fiscal |
||||||||||||
Service |
Benefit |
Year |
||||||||||||
Name
|
Plan Name | (#) | ($)(1) | ($) | ||||||||||
William R. Berkley
|
Supplemental Benefits Agreement(1) | — | 45,692,297 | — |
(1) | For additional information on the key actuarial assumptions used to derive the projected benefit obligation and related retirement expenses with respect to the Supplemental Benefits Agreement (as described above on pages 28-29), refer to note 24 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2009, as filed with the SEC. |
38
Aggregate |
||||||||||||
Earnings in |
Aggregate |
Aggregate |
||||||||||
Last FY |
Withdrawals/ |
Balance at |
||||||||||
Name
|
($)(1) | Distributions ($) | Last FYE ($)(1) | |||||||||
William R. Berkley
|
62,396 | — | 1,932,724 | |||||||||
W. Robert Berkley, Jr.
|
— | — | — | |||||||||
Ira S. Lederman
|
67,448 | — | 2,089,218 | |||||||||
Eugene G. Ballard
|
50,833 | — | 1,574,564 | |||||||||
James G. Shiel
|
35,812 | — | 1,109,295 |
(1) | Such amounts are accrued, and are not secured or funded by the Company. |
39
40
RSUs |
LTIP |
Total |
||||||||||
Name
|
($) | ($)(1)(2) | ($) | |||||||||
William R. Berkley
|
||||||||||||
Change of Control
|
15,153,600 | 2,849,000 | 18,002,600 | |||||||||
Death or Disability
|
8,853,366 | 2,849,000 | 11,702,366 | |||||||||
W. Robert Berkley, Jr.
|
||||||||||||
Change of Control
|
5,913,600 | 824,125 | 6,737,725 | |||||||||
Death or Disability
|
3,071,516 | 824,125 | 3,895,641 | |||||||||
Ira S. Lederman
|
||||||||||||
Change of Control
|
1,170,400 | 307,275 | 1,477,675 | |||||||||
Death or Disability
|
662,493 | 307,275 | 969,768 | |||||||||
Eugene G. Ballard
|
||||||||||||
Change of Control
|
1,170,400 | 307,275 | 1,477,675 | |||||||||
Death or Disability
|
662,493 | 307,275 | 969,768 | |||||||||
James G. Shiel
|
||||||||||||
Change of Control
|
1,170,400 | 282,850 | 1,453,250 | |||||||||
Death or Disability
|
662,493 | 282,850 | 945,343 |
(1) | Had termination or change of control occurred on or after January 1, 2010, the LTIP value including the amount earned during 2009 would have been as follows for the identified individuals: Berkley - $4,966,950; Berkley, Jr. — $1,470,156; Lederman — $542,379; Ballard - $542,379; and Shiel — $503,134. | |
(2) | In addition, LTIP awards are valued and paid in the event of qualified retirement or termination by the Company for other than cause. |
41
Stock |
||||||||||||
Fees Earned or |
Awards |
|||||||||||
Name
|
Paid in Cash ($) | ($)(1) | Total ($) | |||||||||
Philip J. Ablove(2)
|
40,000 | — | 40,000 | |||||||||
Ronald E. Blaylock
|
86,000 | 46,180 | 132,180 | |||||||||
Mark E. Brockbank
|
85,000 | 46,180 | 131,180 | |||||||||
George G. Daly
|
87,000 | 46,180 | 133,180 | |||||||||
Mary C. Farrell
|
85,000 | 46,180 | 131,180 | |||||||||
Rodney A. Hawes, Jr.
|
115,000 | 46,180 | 161,180 | |||||||||
Jack H. Nusbaum
|
78,000 | 46,180 | 124,180 | |||||||||
Mark L. Shapiro
|
117,000 | 46,180 | 163,180 |
(1) | Represents the fair value of 2,000 shares of the Company’s common stock on May 19, 2009, the date of grant ($23.09 per share). | |
(2) | Retired as a director on May 19, 2009. |
42
(c) |
||||||||||||
(a) |
Number of Securities |
|||||||||||
Number of Securities |
(b) |
Remaining Available |
||||||||||
to be Issued |
Weighted-Average |
for Future Issuance |
||||||||||
Upon Exercise of |
Exercise Price of |
Under Equity Compensation |
||||||||||
Outstanding Options, |
Outstanding Options, |
Plans (Excluding Securities |
||||||||||
Plan Category
|
Warrants and Rights | Warrants and Rights | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by stockholders
|
10,139,397 | $ | 20.87 | 3,929,067 | ||||||||
Equity compensation plans not approved by stockholders
|
978,760 | (1) | $ | 12.62 | — | |||||||
Total
|
11,118,157 | $ | 20.14 | 3,929,067 |
(1) | Represents RSUs, each of which represents the right to receive one share of common stock following the recipient’s termination of employment with the Company and its subsidiaries. Delivery of shares of common stock to the RSU recipients in satisfaction of the settlement of RSUs will be satisfied exclusively from treasury shares held by the Company. These RSUs held by any recipient vested in full in one installment on April 4, 2008. In the event of a change of control of the Company (as defined in the RSU agreements) the shares of common stock underlying each RSU will be delivered to the RSU recipients. The following list sets forth the names of the executive officers of the Company who received such RSUs on April 4, 2003 and the number of RSUs each individual received (as adjusted for subsequent stock splits): William R. Berkley — 455,625; W. Robert Berkley, Jr. — 33,750; Eugene G. Ballard — 33,750; Robert P. Cole — 25,313; Paul J. Hancock — 16,875; Robert C. Hewitt — 16,875; Ira S. Lederman — 33,750; Clement P. Patafio — 8,438; and James G. Shiel — 25,313; and an aggregate of 337,500 RSUs were granted to 24 other officers of the Company and its subsidiaries. |
43
Type of Fees
|
2009 ($) | 2008 ($) | ||||||
Audit Fees(1)
|
6,860,200 | 6,173,100 | ||||||
Audit-Related Fees(2)
|
448,200 | 152,850 | ||||||
Tax Fees(3)
|
147,900 | 107,700 | ||||||
All Other Fees(4)
|
37,600 | — | ||||||
Total Fees
|
7,493,900 | 6,433,650 | ||||||
(1) | Audit fees consist of fees the Company paid to KPMG LLP for professional services for the audit of the Company’s consolidated financial statements included in its Form 10-K and review of financial statements included in its Forms 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements and public offerings of securities. | |
(2) | Fees associated with a SAS 70 review, actuarial services and the audit of health and benefit plans. | |
(3) | Tax fees consist of fees for tax consultations and tax compliance services. | |
(4) | All other fees consist of fees for actuarial services. |
44
45
46
47
W. R. BERKLEY CORPORATION ATTN: IRA S. LEDERMAN GENERAL COUNSEL AND SECRETARY 475 STEAMBOAT ROAD GREENWICH,CT 06830 VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 17, 2010. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 17, 2010. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for any All All Except individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends that you nominee(s) on the line below. vote FOR the following: 1. Election of Directors Nominees 01 W. Robert Berkley, Jr. 02 Ronald E. Blaylock 03 Mark E. Brockbank 04 Mary C. Farrell The Board of Directors recommends you vote FOR the following proposal(s): For Against Abstain 2 To ratify the appointment of KPMG LLP as the independent registered public accounting firm for W. R. Berkley Corporation for the fiscal year ending December 31, 2010 NOTE: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting. For address change/comments, mark here. (see reverse for instructions) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000061466_1 R2.09.05.010 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice and Proxy Statement is/ are available at www.proxyvote.com . W. R. BERKLEY CORPORATION Annual Meeting of Stockholders May 18, 2010 1:00 PM This proxy is solicited by the Board of Directors The undersigned stockholder of W. R. BERKLEY CORPORATION hereby appoints EUGENE G. BALLARD and IRA S. LEDERMAN, and either of them, the true and lawful agents and proxies of the undersigned, with full power of substitution to each of them, to vote all shares of common stock which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be held at the executive offices of the Company, 475 Steamboat Road, Greenwich, Connecticut, on May 18, 2010 at 1:00 p.m., and at any adjournment of such meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000061466_2 R2.09.05.010 |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Dawson has served as Chairman and Chief Executive Officer of Northway Partners LLC, a private investment firm, since 2022. Prior to Northway Partners LLC, Mr. Dawson spent 21 years at Wellspring Capital Management Group LLC (“Wellspring”), a leading middle-market private equity firm. He was Chief Executive Officer from 2014 to 2020 and then Co-Executive Chairman from 2020 to 2021, when he retired from Wellspring. While at Wellspring, he served as the chair of Wellspring’s investment committee for 17 years. Mr. Dawson led or co-sponsored several of Wellspring’s most successful investments in distribution, consumer services, business services, healthcare, energy services, and industrial companies. Prior to joining Wellspring, Mr. Dawson was a partner at Whitney & Co., where he was head of the middle-market buyout group. Prior to that, Mr. Dawson spent 14 years at Donaldson, Lufkin & Jenrette Securities Corporation where he was most recently a managing director at DLJ Merchant Banking. Mr. Dawson received a Bachelor of Science degree from St. Francis College and an MBA from Harvard Business School. | |||
Mr. Thompson is Chairman of the Board and President of Thompson Hospitality Services, LLC, a private retail food and facilities management firm that he founded in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson served on the board of directors of Sizzle Acquisition Corp, from 2021 to 2024 and served on the board of directors of Duke Realty Corp. from 2019 until the company was acquired by Prologis, Inc. in October 2022. Mr. Thompson received his Bachelor of Arts degree in Managerial Economics from Hampden-Sydney College and holds an MBA from the University of Virginia’s Darden Graduate School of Business Administration. | |||
Mr. Spratt is retired, having most recently served as the Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation (“McKesson”), a global pharmaceutical distribution services and information technology company, from 2009 to 2015. Mr. Spratt joined McKesson in 1999 and held various executive positions at McKesson prior to becoming Chief Information Officer and Chief Technology Officer, including as Chief Information Officer from 2005 to 2009, Chief Process Officer for McKesson Provider Technologies from 2003 to 2005 and Senior Vice President, Imaging, Technology and Business Process Improvement from 2000 to 2003. Mr. Spratt previously served on the board of directors of Imperva, Inc. from May 2016 until the company was acquired by Thoma Bravo, LLC in January 2019. Mr. Spratt received a Bachelor of Science in biology from the University of Utah. | |||
Mr. Flanigan retired in 2019 from his role as Executive Vice President & Chief Financial Officer of Leggett & Platt, a global manufacturer of engineered components and products, where he also served on the board of directors for nearly 10 years. Mr. Flanigan was appointed Senior Vice President of Leggett & Platt in 2005 and became Chief Financial Officer in 2003. From 1999 until 2003, he served as President of the Office Furniture and Plastics Components Groups of Leggett & Platt. Mr. Flanigan currently serves as Vice Chairman of the Board and Lead Director of Jack Henry & Associates, Inc., a leading financial technology company. He has served on the board of directors of Jack Henry & Associates since 2007, and he was appointed Lead Director by the independent directors of Jack Henry & Associates in 2012. He also served on the board of directors, including the audit committee and the transaction committee, of Fast Radius, Inc., a cloud manufacturing and digital supply chain company, in 2022. | |||
Mr. Fernandez serves as the Managing Director of SI Ventures, a venture capital firm focused on information technology and communications infrastructure. He has held that position with the firm since its inception in 1998. Mr. Fernandez served as Chief Executive Officer of Gartner, Inc., a leading research and advisory company, from 1991 to 1998, and Chairman of the Board of Directors of Gartner, Inc. from 1991 until 2001. He has also been Chairman and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated. Mr. Fernandez has served on the board of directors of Leggett & Platt, Incorporated ("Leggett & Platt") since 2014. He previously served on the board of directors of Brunswick Corporation from 1997 to 2020, Time, Inc. from 2014 to 2018, Flowers Foods, Inc. from 2005 to 2014, and Sysco Corporation from 2006 to 2013. Mr. Fernandez graduated from the University of Florida with a degree in electrical engineering and completed post-graduate work in solid-state engineering at the University of Florida. Mr. Fernandez currently serves as our Lead Independent Director. | |||
Ms. Flanagan is the Chief Executive Officer of Ripple Foods, a plant-based food and beverage company, and has served on the board of Topgolf Callaway Brands Corp. since 2018. Ms. Flanagan previously served on the board of Core-Mark Holding Company, Inc. from 2016 to 2021, serving on the Compensation Committee and as chair of the Nominating and Governance Committee. She served as Chief Executive Officer of Foster Farms, the West Coast leader in branded and private label poultry, from 2016 to February 2019. She was previously the President of the Snacks Division of ConAgra Foods, Inc. (“ConAgra”) from 2011 until 2014, and served as President of ConAgra’s Convenient Meals Division from 2008 until 2011. Prior to joining ConAgra in 2008, Ms. Flanagan was Vice President and Chief Marketing Officer for Tropicana® Shelf Stable Juices at PepsiCo Inc. from 2005 to 2008. Ms. Flanagan also held various marketing leadership positions at General Mills, Inc. and PepsiCo Inc. from 1996 to 2005. Ms. Flanagan has an MBA from Stanford Graduate School of Business and a B.S. in Engineering from Case Western Reserve University. | |||
Ms. Grant is the former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts, where she served as the chief executive leading all worldwide food and beverage operations for the company from 2022 to 2023. Since 2023, Ms. Grant has served as a strategic advisor to premier multi-national private equity firms with portfolio company investments in hospitality, leisure, and the luxury travel sectors. Ms. Grant previously served as the Chief Executive Officer of ThinkFoodGroup, a global hospitality management company, which owns and operates innovative dining concepts created by two-star Michelin awarded chef José Andrés, from September 2014 to April 2020. Prior to this role, Ms. Grant was the President and Chief Operations Officer of Ruby Tuesday Inc., where she assumed various operations and finance leadership roles over her 21 years. Ms. Grant earned a Master of Science in Banking and Financial Services Management from Boston University and a Bachelor of Science in Hotel and Restaurant Management from Thomas Edison State University, and she has attended various executive education and corporate governance programs at UC Berkeley School of Law, Stanford Law School, National Association of Corporate Directors and Harvard Business School while a director of Performance Food Group. | |||
Unless otherwise instructed, the individuals named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of George L. Holm, Barbara J. Beck, Danielle M. Brown, William F. Dawson, Jr., Manuel A. Fernandez, Laura Flanagan, Matthew C. Flanigan, Kimberly S. Grant, Jeffrey M. Overly, David V. Singer, Randall N. Spratt, and Warren M. Thompson. Each of these nominees has indicated that he or she is willing and able to serve as a director, if elected. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of the Board. | |||
David V. Singer Age: 69 Director Since: 2019 | |||
Ms. Brown has served as Senior Vice President and Chief Information Officer (CIO) of Whirlpool Corporation, a global kitchen and laundry appliance company, since November 2020. Ms. Brown has been in information technology leadership for more than 20 years, including serving as CIO of Brunswick Corporation, a global manufacturer of marine products, from 2016 to November 2020. Prior to her role at Brunswick, Ms. Brown served for 16 years in roles of increasing responsibility with DuPont Corporation, including CIO for a global business unit and head of global transformation and productivity. Ms. Brown served on the Board of Directors of PRA Group, Inc., a global leader in acquiring and collecting nonperforming loans, from 2019 to July 2024. Ms. Brown received her Bachelor of Science degree in computer science from Indiana University of Pennsylvania and holds a Master of Science degree in information science from Penn State University and an MBA from Drexel University. | |||
Ms. Beck serves as an Executive Advisor to American Securities LLC, after retiring from her position as Chief Executive Officer of Learning Care Group, Inc., a global for-profit early education provider, which she held from March 2011 to June 2019. Learning Care Group is a portfolio company of American Securities LLC. Prior to joining Learning Care Group, Ms. Beck spent nine years as an executive of Manpower Inc., a world leader in the employment services industry. From 2006 to 2011, Ms. Beck was President of Manpower’s EMEA operations, overseeing Europe (excluding France), the Middle East and Africa. She previously served as Executive Vice President of Manpower’s U.S. and Canada business unit from 2002 to 2005. Prior to joining Manpower, Ms. Beck was an executive of Sprint Corporation, a global communications company, serving in various operating and leadership roles for 15 years. From 2008 to 2024, Ms. Beck also served on the board of directors of Ecolab Inc., a global provider of water, hygiene, and energy technologies and services to food, energy, healthcare, industrial, hospitality, and other markets. |
Name and Principal Position |
|
Year |
|
Salary
|
|
Stock
|
|
Non-Equity
|
|
All Other
|
|
Total
|
||||||||||||||||||||
GEORGE L. HOLM |
|
2024 |
|
|
|
1,200,000 |
|
|
|
|
|
7,000,153 |
|
|
|
|
|
2,089,427 |
|
|
|
|
|
73,469 |
|
|
|
|
|
10,363,049 |
|
|
Chairman and |
|
2023 |
|
|
|
1,167,308 |
|
|
|
|
|
6,000,052 |
|
|
|
|
|
2,260,401 |
|
|
|
|
|
59,782 |
|
|
|
|
|
9,487,543 |
|
|
Chief Executive Officer |
|
2022 |
|
|
|
1,075,000 |
|
|
|
|
|
5,000,035 |
|
|
|
|
|
2,523,675 |
|
|
|
|
|
61,801 |
|
|
|
|
|
8,660,511 |
|
|
H. PATRICK HATCHER |
|
2024 |
|
|
|
630,769 |
|
|
|
|
|
1,600,054 |
|
|
|
|
|
754,515 |
|
|
|
|
|
77,092 |
|
|
|
|
|
3,062,430 |
|
|
Executive Vice President and |
|
2023 |
|
|
|
486,898 |
|
|
|
|
|
1,600,080 |
|
|
|
|
|
625,443 |
|
|
|
|
|
34,797 |
|
|
|
|
|
2,747,218 |
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CRAIG H. HOSKINS |
|
2024 |
|
|
|
665,385 |
|
|
|
|
|
2,750,054 |
|
|
|
|
|
979,419 |
|
|
|
|
|
82,281 |
|
|
|
|
|
4,477,139 |
|
|
President and |
|
2023 |
|
|
|
605,750 |
|
|
|
|
|
2,750,049 |
|
|
|
|
|
784,861 |
|
|
|
|
|
54,174 |
|
|
|
|
|
4,194,834 |
|
|
Chief Operating Officer |
|
2022 |
|
|
|
551,848 |
|
|
|
|
|
2,300,117 |
|
|
|
|
|
845,614 |
|
|
|
|
|
62,401 |
|
|
|
|
|
3,759,980 |
|
|
PATRICK T. HAGERTY |
|
2024 |
|
|
|
620,192 |
|
|
|
|
|
1,600,054 |
|
|
|
|
|
725,496 |
|
|
|
|
|
76,921 |
|
|
|
|
|
3,022,662 |
|
|
Executive Vice President and |
|
2023 |
|
|
|
585,077 |
|
|
|
|
|
1,600,080 |
|
|
|
|
|
753,467 |
|
|
|
|
|
65,126 |
|
|
|
|
|
3,003,750 |
|
|
Chief Commercial Officer |
|
2022 |
|
|
|
551,848 |
|
|
|
|
|
2,300,102 |
|
|
|
|
|
845,614 |
|
|
|
|
|
52,942 |
|
|
|
|
|
3,750,506 |
|
|
SCOTT E. MCPHERSON |
|
2024 |
|
|
|
646,927 |
|
|
|
|
|
1,200,108 |
|
|
|
|
|
855,527 |
|
|
|
|
|
37,695 |
|
|
|
|
|
2,740,257 |
|
|
Executive Vice President and |
|
2023 |
|
|
|
606,602 |
|
|
|
|
|
1,000,081 |
|
|
|
|
|
766,048 |
|
|
|
|
|
20,014 |
|
|
|
|
|
2,392,745 |
|
|
Chief Field Operations Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Customers Found
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
HOLM GEORGE L | - | 1,560,070 | 658,400 |
HOLM GEORGE L | - | 1,408,690 | 658,400 |
Hoskins Craig Howard | - | 166,293 | 0 |
McPherson Scott E | - | 165,505 | 0 |
Hagerty Patrick T. | - | 155,035 | 0 |
McPherson Scott E | - | 154,136 | 0 |
Hagerty Patrick T. | - | 146,987 | 0 |
Hoskins Craig Howard | - | 138,008 | 0 |
KING A BRENT | - | 76,873 | 0 |
Bulmer Donald S. | - | 55,320 | 0 |
Bulmer Donald S. | - | 42,276 | 0 |
Hatcher Hugh Patrick | - | 37,050 | 0 |
Hatcher Hugh Patrick | - | 33,753 | 0 |
Jeffrey Overly | - | 21,570 | 0 |
BECK BARBARA | - | 15,548 | 0 |
SINGER DAVID V | - | 9,417 | 0 |
Grosh Chasity D | - | 7,484 | 0 |