RLI RLI Corp

​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

SCHEDULE 14A

​

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

​

Filed by the Registrant ⌧

Filed by a party other than the Registrant ◻

​

Check the appropriate box:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RLI Corp.

9025 N. Lindbergh Drive

Peoria, Illinois 61615

March 28, 2025

Dear Fellow Shareholders:

Please consider this letter your personal invitation to attend the 2025 RLI Corp. Annual Shareholders Meeting, which will be conducted via live audio webcast on May 13, 2025, at 11:30 a.m. CDT. In order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year’s Annual Meeting will be a completely “virtual” meeting of shareholders. You will be able to attend the virtual Annual Meeting, vote your shares and submit questions during the meeting via the live webcast by visiting www.virtualshareholdermeeting.com/rli2025. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 11:15 a.m. CDT. Please note that there will be no in-person meeting for you to attend.

Business scheduled to be considered at the meeting includes the election of Directors, an advisory vote on our executive compensation, and ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the current year. In addition, we will review significant events of 2024 and their impact on you and the Company.

Again, this year we are furnishing our proxy materials via the Internet. Shareholders will receive a mailed notice card with instructions on how to view our proxy materials over the Internet and other information.

Thank you for your interest in RLI as well as your confidence in, and support of, our future.

Sincerely,

David B. Duclos

Chairman of the Board

​

​

RLI Corp. | 9025 N. Lindbergh Drive | Peoria, Illinois 61615

​

​

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 13, 2025

​

​

​

To the Shareholders of RLI Corp.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of RLI Corp. (“Company”) will be conducted via live audio webcast on Tuesday, May 13, 2025, at 11:30 a.m. Central Daylight Time at www.virtualshareholdermeeting.com/rli2025 for the following purpose:

Only holders of Common Stock of the Company of record at the close of business on March 17, 2025, are entitled to notice of and to vote at the Annual Meeting.

​

​	By Order of the Board of Directors
​	​
​		​
​	Jeffrey D. Fick
​	Chief Legal Officer & Corporate Secretary

​

Peoria, Illinois

March 28, 2025

​

It is important, regardless of the number of shares you hold, that you attend the Annual Meeting via the live webcast or be represented by proxy. Even if you expect to attend via the live webcast, we encourage you to promptly submit your proxy by any method described below to ensure your vote is counted:

You have the right to revoke your proxy at any time prior to the Annual Meeting by filing a written notice of revocation with the Corporate Secretary of the Company prior to the convening of the Annual Meeting, or by submitting another proxy card with a later date or voting by telephone or over the Internet at a later date. If you attend the Annual Meeting via live webcast, you may change your vote by voting online while the meeting is in progress by visiting www.virtualshareholdermeeting.com/rli2025. You will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

RLI Corp. 2025 Proxy Statement    |    1

​

TABLE OF CONTENTS

​

2    |    RLI Corp. 2025 Proxy Statement

​

​

RLI Corp. 2025 Proxy Statement    |    3

​

PROXY SUMMARY

This Proxy Statement Summary (“Summary”) highlights information contained in this Proxy Statement, the Annual Report on Form 10-K, or on our website at www.rlicorp.com. This Summary does not contain all the information you should consider, so please read the entire Proxy Statement carefully before voting. For more information regarding our 2024 performance, please review the Annual Report on Form 10-K for the year ended December 31, 2024, a copy of which is available at the Investors section of our website at www.rlicorp.com.

MATTERS TO BE VOTED ON:

The following is a summary of the proposals to be voted on at the Annual Meeting and the Board’s voting recommendations with respect to each proposal:

​

CORPORATE GOVERNANCE HIGHLIGHTS:

​

BOARD OF DIRECTORS TRANSITIONS:

On May 2, 2024, Kaj Ahlmann and Jonathan E. Michael retired from the Board of Directors.  Mr. Michael was the Company’s prior Chairman of the Board, and upon his retirement, David B. Duclos was appointed as Independent Chairman of the Board.  

​

BOARD COMPOSITION & EXPERIENCE:

Our Directors bring a balance of skills, qualifications, and experience to their oversight of our Company. The matrix on the following page identifies certain skills, qualifications, and experience of Directors that the Board believes are relevant to our business; support sound governance; and are aligned with the Company’s strategic plans. These skills, qualifications, and experience may have been gained through job experience, other board service, education or otherwise and do not necessarily indicate a given Director is a subject matter expert where indicated. A Director may possess other skills, qualifications, and experience not indicated in the matrix that may be relevant and valuable to their service on our Board.

​

4    |    RLI Corp. 2025 Proxy Statement

​

​

​

RLI Corp. 2025 Proxy Statement    |    5

​

​

​

6    |    RLI Corp. 2025 Proxy Statement

​

​

​

​	​
​

​

RLI Corp. 2025 Proxy Statement    |    7

​

2024 FINANCIAL PERFORMANCE

FINANCIAL RESULTS:

As a result of the efforts of our associates, we achieved outstanding financial results in 2024. These results included posting an 86.2 combined ratio, which marked our 29th consecutive year of underwriting profit; delivering return on equity of 22.2 percent, a testament to our sustained profitability; growing book value per share by 24 percent during the year, inclusive of dividends; and continuing to reward shareholders through regular dividends and a $2.00 per share special dividend which resulted in returning $183 million to shareholders in 2024 and paying nearly $1.5 billion in dividends over the last 10 years.

​

FINANCIAL STRENGTH:

​

​

8    |    RLI Corp. 2025 Proxy Statement

​

SUSTAINABLE BUSINESS PRACTICES

The Company is a specialty underwriting company and our financial performance starts with our entrepreneurial and ownership culture. We are steadfast in our belief that to deliver strong returns for our shareholders, we must also remain a sustainable organization. Our approach to sustainability reflects our focus on doing the right thing – for our customers, our employees, our communities, and the environment. With that philosophy guiding our efforts, we are committed to continue integrating sound and relevant sustainable business practices into our business. Additional detail on how we are integrating these principles into our work can be found in our Sustainability Report which can be viewed at www.rlicorp.com/sustainability.

Ethical Business Conduct:

Our Code of Conduct, which applies to all employees and Directors, provides guidance on ethical business behavior to support our strong reputation as a leading specialty property and casualty insurance company. Annually, employees and Directors are asked to read, understand, agree to comply with the Code and other Company policies, and confirm they have complied with the Code in the last year. No waiver of the Code was made in 2024 for any executive or Director. We also maintain a Third-Party Code of Conduct for our suppliers, vendors, consultants, and business partners to communicate ethical business standards under which third-parties are expected to operate when providing goods and services to the Company.

Diversity and Inclusion:

The Company strives to deliver excellent customer service and achieve superior business results by cultivating an exceptional workforce. Our goal is to attract, develop and retain the best employee talent from diverse backgrounds while promoting an environment where different viewpoints are valued and individuals feel respected, are treated fairly, and have an opportunity to excel in their chosen careers. Our Diversity and Inclusion Council ensures employees and management are engaged on topics related to an inclusive workforce. Employee resource groups (ERGs) provide further opportunities for employees to connect with each other on shared interested and experiences. We actively support, and participate in, initiatives led by the American Property Casualty Insurance Association that aim to increase diversity in the insurance industry.

The Company sustains its high-performance ownership culture through ongoing investments in our greatest assets - our people. Our Total Rewards program is designed to attract the best talent in the industry and we strive to help all employees realize their potential through training, mentoring and professional development.

The Company believes in fostering an open and collaborative workplace that encourages employees to take ownership of their performance and development. We consistently track employee engagement and satisfaction metrics, along with other workforce data and insights, to assess the health of our workforce culture on an ongoing basis and make improvements based on employee feedback. Every two years, we conduct an employee engagement survey. Results from RLI’s last employee engagement survey reflected strong employee engagement scores exceeding a finance and insurance benchmark.

The Company also has a goal of establishing diversity among members of its Board of Directors reflecting, but not limited to, profession, background, experience, geography, skills, ethnicity, and gender. The Nominating & Corporate Governance Committee of the Board is committed to actively seeking highly qualified candidates, including women and minority candidates, and will include such candidates in each director search it undertakes, including those by third-party search firms.

Environmental Stewardship:

Information on the Company’s environmental stewardship and climate change-related risk management can be found at www.rlicorp.com/environment.

The Company has demonstrated its commitment to a renewable future through its $5 million investment in a 1.8-megawatt solar field on our corporate campus in Peoria, Illinois. Located on six and a half acres, the 4,752-panel solar field is capable of producing annual electrical power equal to or exceeding annual electrical usage for our office buildings in Peoria, which house approximately 39% of our workforce.

In 2024, the Company’s solar field produced 1.56 million kilowatt hours (“kWh”) of electricity. The Company purchased 155,560 kWh of electricity for Peoria facilities for times when the solar field was not producing electricity and returned 590,113 excess kWh produced by the solar farm to the electrical grid.

While we are doing our part to support the global transition to more sustainable energy sources, we also believe this process will be lengthy and complex. Current energy needs cannot be met solely through green technologies and many, including those who are the most economically vulnerable, cannot simply stop using fossil fuels. By providing insurance products to the energy market, our responsible underwriting and sound risk management practices serve to support a reliable energy supply and enable a transition to more sustainable energy sources over time.

RLI Corp. 2025 Proxy Statement    |    9

​

RLI Corp. | 9025 N. Lindbergh Drive | Peoria, Illinois 61615

PROXY STATEMENT

Annual Meeting of Shareholders to be held May 13, 2025

GENERAL INFORMATION

This Proxy Statement is furnished to the shareholders of RLI Corp., a Delaware corporation (“Company”), in connection with the solicitation by the Board of Directors of the Company (“Board” or “Board of Directors”) of proxies to be used at the Annual Meeting of Shareholders (“Annual Meeting”) to be held at 11:30 a.m. Central Daylight Time on Tuesday, May 13, 2025 which will be conducted via live webcast at www.virtualshareholdermeeting.com/rli2025 and at any adjournments or postponements of the Annual Meeting.

This year, we are pleased to again be taking advantage of a Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (“E-Proxy Notice”) instead of a paper copy of the proxy materials. The E-Proxy Notice contains instructions that will enable shareholders receiving the E-Proxy Notice to access these materials over the Internet and, if so desired, to request a paper copy of these proxy materials by mail. Shareholders who do not receive the E-Proxy Notice will receive a paper copy of the proxy materials by mail. The Company intends to mail the E-Proxy Notice to shareholders on or about March 28, 2025.

VOTING AND QUORUM

Pursuant to the Company’s Bylaws, at least a majority in voting power of the stock issued and outstanding and entitled to vote must be present (in person or by proxy) at the Annual Meeting to conduct the meeting, which is known as a “quorum” of shares. Even if you expect to attend the virtual Annual Meeting, we encourage you to promptly submit your proxy by any method described below to ensure your vote is counted.

Whether you hold your shares directly as the shareholder of record or through a broker, trustee, or other nominee (“in street name”), you may vote by the following methods:

Each proxy will be voted in accordance with the shareholder’s specifications. If you return a signed proxy card without providing voting instructions or do not designate a voting preference when using the other methods, your shares will be voted as recommended by the Board of Directors, except that if your shares are held in the Company’s (“ESOP”) and no vote is received for those shares by 11:59 p.m. on May 8, 2025, the Trustee (as defined herein) of the ESOP will vote such shares in proportion to other ESOP votes cast unless contrary to applicable law, as further explained in note 2 on page 12.

All proxies delivered pursuant to this solicitation are revocable at any time prior to the meeting by giving written notice to the Corporate Secretary at 9025 North Lindbergh Drive, Peoria, Illinois, 61615, or by submitting a proxy by any method bearing a later date, or by voting electronically at the Annual Meeting. Attending the virtual Annual Meeting will not, in and of itself, revoke a proxy. Beneficial shareholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

SHAREHOLDERS ENTITLED TO VOTE

Shareholders of record at the close of business on March 17, 2025, the record date, shall be entitled to vote at the 2025 Annual Meeting. As of the record date, the Company had 91,770,064 shares of Common Stock outstanding and entitled to vote. Common share ownership entitles the holder to one vote per share upon each matter to be voted at the 2025 Annual Meeting.

​

10    |    RLI Corp. 2025 Proxy Statement

​

VOTES REQUIRED TO APPROVE THE PROPOSALS

The following chart describes the proposals to be considered at the meeting, the vote required to elect directors and to adopt each other proposal, and the manner in which votes will be counted:

​

In the election of directors, a nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee. For all other matters approval will require the affirmative vote of a majority of the votes cast.

If you are a beneficial holder with your shares in street name and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes” on proposals other than the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Any shares represented by “broker non-votes” are not considered votes cast or entitled to vote and therefore will not impact the outcome of such proposals. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual annual meeting.

ATTENDING THE VIRTUAL ANNUAL MEETING

In order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year’s Annual Meeting will be a completely “virtual” meeting of shareholders, which will be conducted via live audio webcast. We believe that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can participate from any location around the world with Internet access.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/rli2025. Such questions must be confined to matters properly before the Annual Meeting and of general Company concern. Except for shares held in the ESOP, you will be able to vote your shares electronically at the Annual Meeting. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, trustee or other nominee, or other similar evidence of ownership. If your shares are held in the ESOP, you will not be able to vote your shares at the virtual Annual Meeting.  Shares held in the ESOP that are not voted before 11:59 p.m. on May 8, 2025, will be voted by the Trustee (as defined herein) in proportion to other ESOP votes cast, unless contrary to applicable law.

The meeting will begin promptly at 11:30 a.m. Central Daylight Time. We encourage you to access the meeting prior to the start time. Online access will open at 11:15 a.m. Central Daylight Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page at www.virtualshareholdermeeting.com/rli2025.

A replay of the Annual Meeting will be posted as soon as practical at www.virtualshareholdermeeting.com/rli2025 along with answers to shareholder questions pertinent to meeting matters that are received before and during the Annual Meeting that cannot be answered during the Annual Meeting due to time constraints.

PROXY SOLICITATION

The Company will bear the cost of proxy solicitation. In addition to the use of the mail, proxies may be solicited in person or by telephone, facsimile or other electronic means, by Directors, officers, or employees of the Company. No additional compensation will be paid to such persons for their services. In accordance with the regulations of the SEC and the NYSE, the Company will reimburse banks, brokerage firms, investment advisors and other custodians, nominees, fiduciaries, and service bureaus for their reasonable out-of-pocket expenses for forwarding soliciting material to beneficial owners of the Company’s Common Stock and obtaining their proxies or voting instructions.

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT TO SHAREHOLDERS

This Notice of 2025 Annual Meeting and Proxy Statement and the Company’s 2024 Annual Report to Shareholders are available on the Company’s website at www.rlicorp.com and at http://materials.proxyvote.com/749607.

RLI Corp. 2025 Proxy Statement    |    11

​

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table includes persons or entities known to the Company who beneficially own more than 5 percent of the Company’s Common Stock as of December 31, 2024 and adjusted for a 2-for-1 stock split as of January 15, 2025:

​

​

12    |    RLI Corp. 2025 Proxy Statement

​

DIRECTORS AND OFFICERS

The following is information regarding beneficial ownership of the Company’s Common Stock by each Director and Named Executive Officer (“NEO”) (whose compensation is disclosed in this Proxy Statement), and the Directors and executive officers of the Company as a group, as of March 17, 2025:

​

*      Less than 1 percent of Class.

The information with respect to beneficial ownership of Common Stock of the Company is based on information furnished to the Company by each individual included in the table.

​

​

​

RLI Corp. 2025 Proxy Statement    |    13

​

PROPOSAL ONE: ELECTION OF DIRECTORS

GENERAL

At this year’s Annual Meeting, 10 Directors are to be elected, each to hold office for a one-year term expiring at the 2026 Annual Meeting and until such Director’s successor is elected and qualified or until such Director’s earlier death, resignation, or removal. Unless otherwise instructed, the shares represented by a signed proxy card will be voted for the election of each of the 10 nominees named below. The affirmative vote of a majority of the votes cast is required for the election of each Director. Votes will be tabulated by an Inspector of Election appointed at the Annual Meeting. Shares may be voted for, against or abstained from, each nominee. Cumulative voting for the Directors is not permitted under the Company’s Amended and Restated Certificate of Incorporation.

NOMINEES

Dr. Susan S. Fleming, Ms. Debbie S. Roberts and Messrs. Michael E. Angelina, David B. Duclos, Jordan W. Graham, Clark C. Kellogg, Craig W. Kliethermes, Paul B. Medini, Robert P. Restrepo, Jr., and Michael J. Stone, each a current Director, are standing for election. Each is nominated to serve for a one-year term expiring at the 2026 Annual Meeting.

The Board of Directors has no reason to believe that any nominee will be unable to serve if elected. In the event that any nominee shall become unavailable for election, the shares represented by a proxy will be voted for the election of a substitute nominee selected by the persons appointed as proxies and recommended by the Board, unless the Board should determine to reduce the number of Directors pursuant to the Company’s Bylaws or allow the vacancy to stay open until a replacement is designated by the Board.

The Board of Directors recommends that the shareholders vote “FOR” the election of all 10 nominees listed below.

​

14    |    RLI Corp. 2025 Proxy Statement

​

​

​

​

​

​

​

​

RLI Corp. 2025 Proxy Statement    |    15

​

​

​

​

​

​

​

​

​

​

​

​

16    |    RLI Corp. 2025 Proxy Statement

​

​

​

​

​

​

RLI Corp. 2025 Proxy Statement    |    17

​

​

​

​

​

18    |    RLI Corp. 2025 Proxy Statement

​

​

CORPORATE GOVERNANCE AND BOARD MATTERS

CORPORATE GOVERNANCE PRINCIPLES

The Company is committed to having sound corporate governance principles that are designed to ensure that the Board exercises reasonable business judgment in discharging its obligations to the Company and its shareholders. Corporate governance practices also help to ensure that full and transparent disclosures are made to the Company’s shareholders and the SEC.

The Company’s published Corporate Governance Guidelines, which are publicly available on the Company’s website under the Investors section at www.rlicorp.com, outline the Directors’ responsibilities, which include attendance at shareholder, Board, and committee meetings. All 12 Directors then in office attended the 2024 Annual Meeting of Shareholders and were available to respond to appropriate questions from shareholders.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

The Company has developed an orientation process for new Directors and encourages new Directors to attend a Director seminar in their first year as a Director. Directors are also required to maintain the necessary level of expertise to perform their responsibilities and to help ensure that they remain currently informed on corporate governance, financial and accounting practices, ethical issues for Directors and management, industry related topics, and similar matters. The sources through which Directors acquire and maintain this knowledge include webinars, websites, periodicals, newsletters, blog posts, director education programs, conferences, seminars, and director educational and compliance presentations by the Company. Service on another public company or insurance company board of directors is another means to gain exposure and insight on such matters. Directors are encouraged to attend annually a forum, conference or conferences that will contribute to their performance on the Company Board and the Company reimburses Directors for the reasonable costs of attending Director education programs. The Nominating & Corporate Governance Committee annually reviews Director education to ensure all Directors are receiving regular education on appropriate topics.

DIRECTOR INDEPENDENCE

The Board is required to affirmatively determine the independence of each Director and to disclose such determination in the Proxy Statement for each Annual Meeting of Shareholders of the Company. The Board has established guidelines, which are set forth below, to assist it in making this determination, which incorporate all the NYSE independence standards. Only Independent Directors may serve on the Company’s Audit Committee, Human Capital & Compensation Committee, and Nominating & Corporate Governance Committee.

RLI Corp. 2025 Proxy Statement    |    19

​

It is the policy of the Board of Directors of the Company that a majority of its members be Independent, which is also a requirement for listing on the NYSE. To be considered independent under the NYSE Listing Standards, the Board must affirmatively determine that a Director or Director nominee (collectively referred to as “Director”) has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), and also meets other specific independence tests. The Board examines the independence of each of its members once per year, and again if a member’s outside affiliations change substantially during the year.

The Board has established the following categorical standards, incorporating the NYSE’s independence standards to assist it in determining if a Director is “Independent”:

20    |    RLI Corp. 2025 Proxy Statement

​

BOARD INDEPENDENCE STATUS

The following table identifies the independence status of our Director nominees and Directors who served on the Board during 2024:

​

The following relationships were reviewed in connection with determining Director independence but were determined to not be material relationships and to not affect such person’s independence under the Board independence standards:

DIRECTOR EVALUATION PROCESS

To ensure that thorough attention is given to individual and collective Directors’ performance and optimizing the composition of our Board, the Board and Committees utilize an annual evaluation process. Each Director completes an evaluation that assesses the performance of the Committees on which the Director serves and the Board as a whole. In addition, Directors are annually asked to complete a self-evaluation on individual performance, and members of senior management evaluate the Board. Finally, periodically Directors are asked to complete a peer-evaluation on the contributions and performance of each other Director. A peer evaluation was last conducted in 2023. The annual Board Evaluation focuses on board processes, policies, effectiveness, strategy, and individual Director performance. Each Directors’ individual performance and each Committee’s performance in relationship to its respective Charter, effectiveness, functionality, areas of improvement and overall performance are also considered. This process is handled by the Nominating & Corporate Governance Committee.

Further, annually the Chairman of the Board meets with each Director to discuss, among other matters, (1) Director and Board performance; (2) recommendations to improve meetings; (3) Committees’ structure and leadership; (4) the effectiveness of the Chairman of the Board; (5) whether key topics are sufficiently considered by the Board; (6) support from management; (7) succession planning; and (8) compensation.  The Chairman of the Board provides an overview of discussions with the Nominating & Corporate Governance Committee.

Based on the cumulative results of each Director’s overall performance, the Nominating & Corporate Governance Committee reviews and evaluates the Board candidates and their respective qualifications in detail to determine if it is in the best interest of the Company and its shareholders to nominate each Director to stand for election.

​

RLI Corp. 2025 Proxy Statement    |    21

​

DIRECTOR NOMINATIONS

The Nominating & Corporate Governance Committee of our Board considers Director candidates based upon a number of qualifications. As minimum qualifications, a nominee should have:

A nominee should not have a conflict of interest that would impair the nominee’s ability to represent the interests of the Company’s shareholders and fulfill the responsibilities of a Director.

The Nominating & Corporate Governance Committee conducts an annual assessment of the composition of the Board and its committees. In its annual assessment and when conducting a director search, the Nominating & Corporate Governance Committee reviews the appropriate skills and characteristics required of Board members with a goal of establishing diversity among directors reflecting, but not limited to, profession, background, experience, geography, skills, race, ethnicity, gender, sexual orientation, veterans, and those with disabilities. The Nominating & Corporate Governance Committee is committed to actively seeking and will include highly qualified women and minority candidates in each director search it undertakes, including those by third-party search firms. Annually, the Nominating & Corporate Governance Committee will review this Policy and assess its effectiveness in bringing forth both diverse and non-diverse Board candidates that meet the qualifications and have the capabilities to provide strategic direction, governance, and oversight to the Company. Four of the last six independent Director appointments have been diverse candidates.

The Nominating & Corporate Governance Committee relies upon recommendations from a wide variety of its business contacts, including current executive officers, Directors, and shareholders as sources for potential director candidates, and may also utilize third-party search firms. The Nominating & Corporate Governance Committee will consider qualified director candidates recommended by shareholders assuming the appropriate biographical and background material (including qualifications) is provided for candidates recommended by shareholders. The Nominating & Corporate Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources. Shareholders may also nominate director candidates directly pursuant to the procedures set forth in our Bylaws and referenced under Shareholder Proposals on page 60.

CODE OF CONDUCT

The Company has adopted a Code of Conduct, which is designed to help Directors, officers, and employees maintain ethical behavior and resolve ethical issues in an increasingly complex global business environment. The Code of Conduct applies to all Directors, officers, and employees, including specifically the Chief Executive Officer, Chief Financial Officer, Controller, Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, and any other employee with any responsibility for the preparation and filing of documents with the SEC. The Code of Conduct covers topics including, but not limited to, ethical behavior, conflicts of interest, corporate opportunities, confidentiality of information, fair dealing, protection and proper use of Company assets, and compliance with laws and regulations. The Company conducts an annual compliance acknowledgement completed by all Directors, officers, and employees to ensure compliance with the Code of Conduct as well as other Company policies. A copy of our Code of Conduct is available at the Company’s website under the Investors section at www.rlicorp.com. Any amendments to the Code of Conduct or waiver that applies to a Director or executive officer will be posted on our website.

INSIDER TRADING POLICY

All Directors, Officers and employees are subject to the Company’s Insider Trading Policy which prohibits the purchase or sale of Company securities by persons who possess material, nonpublic information, as well as the unauthorized disclosure of such information to others.  The Insider Trading Policy further describes insider trading window limitations, which have been established prior to each quarterly earnings release and may also be established in connection with other transactions or events as determined by the Chief Legal Officer. The Insider Trading Policy also provides for Rule 10b5-1 plans, which  provides a safe harbor in which to trade in Company securities without insider trading liability if in accordance with a plan that satisfies the requirements of Rule 10b5-1. In 2024, no Director, Officer, or employee entered into any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1.  Finally, the Insider Trading Policy also sets forth the Company’s anti-hedging, anti-pledging, and margin account policies further described below. A copy of our Insider Trading Policy can be found as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

​

22    |    RLI Corp. 2025 Proxy Statement

​

Hedging, Pledging, and Margin Accounts. The Company’s Insider Trading Policy also prohibits Directors, executive officers, and other officers of the Company at the level of Vice President or higher from engaging hedging transactions or using financial instruments to reduce the risk of holding Company stock including, without limitation, short sales, or put or call options. In addition, it prohibits Directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Officers of the Company at the level of Vice President or higher who are not executive officers may hold in margin accounts or pledge as collateral for loans a limited number of Company securities, subject to certain preclearance procedures. Other employees of the Company are not prohibited from hedging or pledging Company shares, but may not enter into such a transaction during a Company blackout period established prior to each quarterly earnings release (and which may also be established in connection with other transactions or events).

SHAREHOLDER AND INTERESTED PARTIES COMMUNICATIONS

Any shareholder or other interested party who desires to communicate with the Board’s Chairman of the Board, the Board’s Independent Directors, or any of the other members of the Board of Directors may do so electronically by sending an email to the following address: chairman@rlicorp.com. Alternatively, a shareholder or other interested party may communicate with the Chairman of the Board or any of the other members of the Board by writing to: Chairman of the Board, RLI Corp. 9025 N. Lindbergh Drive, Peoria, Illinois 61615. Communications may be addressed to the Chairman of the Board, an individual Director, a Board Committee, the Independent Directors, or the full Board. Communications received by the Chairman of the Board will then be distributed to the appropriate directors. Solicitations for the sale of merchandise, publications, or services of any kind will not be forwarded to the directors.

COMPANY POLICY ON RELATED PARTY TRANSACTIONS

The Company recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore has adopted a written Related Party Transaction Policy, which shall be followed in connection with all related party transactions involving the Company. The Related Party Transaction Policy generally requires review and approval by the Nominating & Corporate Governance Committee prior to the original or renewal effective date for all transactions valued in excess of $50,000 to be entered into between the Company and its Directors, officers, shareholders owning in excess of 5 percent of the Common Stock of the Company, and their family members and affiliates. The Policy also provides that related party transactions in the form of ordinary course business transactions meeting specific conditions are deemed ratified or approved and do not require Committee or Board pre-approval. In 2024, the Nominating/Corporate Governance Committee approved one related party transaction between the Company and SS&C Technologies Holdings, Inc. (“SS&C”) as described immediately below

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2024, the transactions, or series of similar transactions to which the Company was a party and in which any Director, executive officer, or holder of more than 5 percent of the Common Stock of the Company (or any of their immediate family members) had a direct or indirect material interest are set forth below:

In 2013, the Company entered into a contract with SS&C to license SS&C’s off-the-shelf investment portfolio accounting software for an annual amount based on the value of the Company’s investment portfolio. The Company’s agreement with SS&C is solely related to the use of the software product and related transaction processing services which provide operational support and are not advisory in nature. On October 1, 2018, the Company renewed the SS&C contract for an additional five-year term. The contract with SS&C was approved after a request for proposal process that considered multiple vendors against the Company’s needs, the levels of service offered, and costs. In 2019, the Company entered into an addendum to the contract with SS&C to provide upgrades and enhancements to its software. The addendum commenced on July 1, 2019 for a five-year term. The Company paid SS&C $570,685 in 2024. In 2024, the Company’s contract with SS&C automatically renewed absent notice to terminate.  In advance of said renewal, the Committee reviewed and reaffirmed the Company’s transaction with SS&C as being on terms reasonably comparable to those that could be obtained in arm’s length dealings with an unrelated third-party. SS&C does not provide advisory services to the Company nor does it earn a commission from the Company.  

The Company’s former Chairman of the Board, until May 2024, Mr. Michael, serves on the Audit and Nominating & Governance Committees and as the Chairman of the Board of Directors of SS&C. The Chairman and CEO of SS&C is the brother of Mr. Stone, a Director, and former Chief Operating Officer of the Company’s principal insurance subsidiaries. Neither Messrs. Michael, Stone, nor the Chairman and CEO of SS&C were involved in negotiations, contract review, term-setting, final decisions, or any other aspect of the process for the initial contract, renewal, or addendum.

This transaction falls within the purview of the Related Party Transaction Policy described in the previous paragraphs and was subject to review and approval by the Nominating & Corporate Governance Committee pursuant to that Policy.

In addition, our external portfolio managers may at times invest in securities issued by SS&C.  Such securities are purchased in ordinary course, arms-length transactions and the Company is not directly involved in the investment decision.

RLI Corp. 2025 Proxy Statement    |    23

​

BOARD’S ROLE IN RISK OVERSIGHT

In 2024, the Company’s Strategy & Risk Committee had responsibility for overall oversight of the Company’s enterprise risk management (“ERM”) program. The Strategy & Risk Committee also had oversight for specific areas of ERM, as do the other Board committees, as specified in their respective charters, which can be found at the Company’s website at www.rlicorp.com, and which are listed in the table below. The chart and paragraphs below reflect the Company’s areas of ERM oversight in 2024. Effective January 1, 2025, the Strategy & Risk Committee was dissolved, the Finance & Investment Committee was renamed the Finance & Risk Committee, and overall oversight of the Company’s ERM program was shifted to the Finance & Risk Committee.  Effective February 12, 2025, oversight of the cybersecurity ERM focus area was shifted from the Audit Committee to the Finance & Risk Committee.

​

Annually, the Strategy & Risk Committee ensures that processes are in place to enable Board oversight of each area of ERM by conducting an ERM risk mapping review. For each ERM risk focus area, the mapping review details the primary Board committee responsible for oversight, considers management reports that are provided to Board committees, and the frequency at which such reports are provided. The mapping review also provides a summary description of each risk, mitigating factors, and means by which each risk is monitored by the Company.  The mapping review will be conducted by the Finance & Risk Committee in 2025.

The Board’s risk oversight is achieved through management assessing and reporting on risk to Board Committees, which Committees in turn report out to the full Board at each meeting. Annually, the Company provides a Company-wide ERM report to the full Board, which is periodically updated for each risk to the respective Board committee identified below. The Chief Executive Officer and other members of senior management have responsibility for assessing and managing the Company’s risk exposure through a management Risk Committee. The management Risk Committee meets quarterly to reassess its risk environment and relies on the expertise of outside advisors with respect to several risks to anticipate future threats and trends.

In addition, the Company’s Internal Audit department regularly assesses key risks in its audits and reports to the Audit Committee and the full Board. Management, in turn, reports to the Board Committees identified above on specific risks. In addition to regular reports from management related to areas of overall ERM, an in-depth report is provided on each area of ERM oversight on a biennial basis, and if appropriate, in a joint meeting with the Committee responsible for oversight of the selected topic. In 2024, the Strategy & Risk Committee held a joint meeting with the Human Capital & Compensation Committee to conduct an in-depth discussion on the people focus area which includes talent development, management succession, culture, and compensation and benefits.

24    |    RLI Corp. 2025 Proxy Statement

​

CYBERSECURITY RISK MANAGEMENT

In 2024, the RLI Corp. Board of Directors provides oversight for cybersecurity risks primarily through its Audit Committee. Effective February 12, 2025, oversight of the cybersecurity ERM focus area was moved from the Audit Committee to the Finance & Risk Committee. The Company’s Chief Information Officer (CIO), who also serves as the Company’s Chief Information Security Officer (CISO), along with the head of the Company’s IT Security department, present quarterly to the Audit Committee on cybersecurity risks and the Company’s strategies and actions to assess and manage those risks. Management oversight of cybersecurity risks is provided through the management Risk Committee. Among its responsibilities, the Risk Committee identifies the Company’s material risks and reviews the strategies, processes and controls in place to facilitate the understanding, identification, prevention, measurement, reporting and mitigation of those risks.  The Company’s IT Security department, which operates under general oversight of the Company’s CIO/CISO, is responsible for day-to-day assessment and management of cybersecurity risks, including efforts to prevent and, if necessary, mitigate the effects of a cybersecurity incident.  For more information on our cybersecurity risk management, please see our Annual Report on Form 10-K filed February 21, 2025.

COMMITTEES OF THE BOARD OF DIRECTORS

In 2024, the Board had five standing committees: Audit, Human Capital & Compensation, Finance & Investment, Nominating & Corporate Governance, and Strategy & Risk. Effective January 1, 2025, there are four standing committees of the Board: Audit, Human Capital & Compensation, Finance & Risk, and Nominating & Corporate Governance. The Audit, Human Capital & Compensation and Nominating & Corporate Governance Committees are composed solely of Independent Directors in compliance with the Company’s requirements and the NYSE Listing Standards. The Nominating & Corporate Governance Committee annually evaluates both Committee members and Committee Chairs, and rotates members as deemed necessary. At his discretion, the Chairman of the Board may attend any or all Committee meetings. All committees meet at least quarterly and also hold informal discussions from time to time. Charters for each Committee are available on the Company’s website under the Investors section at www.rlicorp.com.

COMMITTEE MEMBERSHIP

​

Effective January 1, 2025, Committee membership changed as a result of the changes to Board standing committees and as detailed below:

​

​

​

RLI Corp. 2025 Proxy Statement    |    25

​

AUDIT COMMITTEE

The Company’s Audit Committee, composed exclusively of Independent Directors, met nine times in 2024 to consider various audit and financial reporting matters, including the Company’s outside audit firm relationship and to discuss the planning of the Company’s annual outside audit and its results. The Audit Committee also:

The Audit Committee also meets in executive session, with no members of management present, after its regular meetings, as well as private executive sessions with the independent registered public accounting firm and various members of management. The Chair of the Audit Committee is notified directly by the Company’s anonymous whistleblower complaint hotline provider any time a complaint is made through that system.

The Audit Committee is responsible for approving every engagement of KPMG, LLP, Ernst & Young LLP, Deloitte & Touche LLP, RSM US LLP, Sikich LLP, and PricewaterhouseCoopers LLP (or their successors) to perform audit or non-audit services on behalf of the Company or any of its subsidiaries before any of the above-mentioned firms are engaged to provide those services. The Chair of the Audit Committee is authorized to pre-approve non-audit services and then reports those services to the full Audit Committee, as described in the Audit Committee Report. The Audit Committee evaluates the effects that the provision of non-audit services may have on such firms’ independence with respect to the current, or potential, audit of our financial statements.

The Audit Committee is also responsible for enterprise risk management in the areas of business continuity risk, catastrophe risk, cybersecurity risk, reinsurance risk, reserving risk, and third-party risk. The Audit Committee receives either quarterly, semi-annual, or annual reports on various risk management topics to ensure the Audit Committee provides appropriate compliance oversight. From time to time the Audit Committee will also engage a third party to assist in providing appropriate compliance oversight.

The Board of Directors has determined that two Audit Committee members, Messrs. Angelina and Medini, qualify as an “audit committee financial expert” as defined by the SEC.

In 2024, the members of the Audit Committee were Messrs. Angelina, Graham, Medini, and Dr. Fleming.

Effective February 12, 2025, oversight of the Company’s enterprise risk management focus area of cybersecurity was moved from the Audit Committee to the Finance & Risk Committee.

HUMAN CAPITAL & COMPENSATION COMMITTEE

The Company’s Human Capital & Compensation Committee (“HCCC”), composed exclusively of Independent Directors, met five times in 2024 to evaluate and recommend compensation of the CEO and certain key executive officers of the Company, discuss and evaluate the Company’s Market Value Potential Executive Incentive Program (“MVP Program”), select the Company’s compensation peer group, and evaluate the overall effectiveness of the executive compensation programs. The HCCC reviews and evaluates the corporate goals for the senior leadership team, management development, succession planning, the Company’s annual and long-term incentive programs, and retirement and medical programs. For additional details on the HCCC, see “Compensation Discussion & Analysis – How the HCCC Operates” on page 34.

The HCCC is responsible for enterprise risk management in the area human capital management and effectiveness, including but not limited to topics such as management succession, talent development, employee benefits, incentive compensation, and culture. The Committee reviews periodic reports on plans, actions, and metrics related to Company culture and human capital, including: employee survey results; diversity and inclusion; workforce planning; employee headcount and turnover; and legal, regulatory, and policy developments and compliance. The HCCC receives either quarterly, semi-annual, or annual reports on various risk management topics, to ensure the HCCC provides appropriate compliance oversight.

In 2024, the members of the HCCC were Messrs. Duclos (Chair), Kellogg, Medini, and Stone and Ms. Roberts.

26    |    RLI Corp. 2025 Proxy Statement

​

FINANCE & INVESTMENT COMMITTEE

The Company’s Finance & Investment Committee oversees the Company’s investment and corporate finance transactions, policies, and guidelines, which includes reviewing investment performance, investment risk management exposure and the Company’s capital structure. The Finance & Investment Committee met four times in 2024 to discuss ongoing financial, investment and capital matters.

The Finance & Investment Committee is also responsible for enterprise risk management in the area of investment risk management and capital and financial management including interest rate risk, credit risk, and liquidity risk. The Finance & Investment Committee receives either quarterly, semi-annual, or annual reports on various risk management topics to ensure the Finance & Investment Committee provides appropriate compliance oversight.

Until May 2, 2024, the members of the Committee were Dr. Fleming (Chair) and Messrs. Ahlmann, Kellogg, Kliethermes, and Restrepo. After May 2, 2024, the members of the Committee were Dr. Fleming (Chair) and Messrs. Kellogg, Kliethermes, and Restrepo.

Effective January 1, 2025, this Committee was renamed the Finance & Risk Committee and oversight of the Company’s overall enterprise risk management, risk profile, and risk assessment, including risks from the Company’s underwriting, information technology, insurance market, and business growth, previously overseen by the Strategy & Risk Committee, became the responsibility of the Finance & Risk Committee.  Members of the Committee are Dr. Fleming (Chair) and Messrs. Angelina, Kellogg, Kliethermes, and Stone.

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

The Company’s Nominating & Corporate Governance Committee, composed exclusively of Independent Directors, met four times in 2024 to guide the Company’s corporate governance program, to monitor and discuss current and emerging corporate governance principles and procedures. The Committee also held numerous informal discussions related to the director evaluation process and CEO and director succession planning. The Nominating & Corporate Governance Committee provides oversight of Company enterprise risk management in areas including but not limited to regulatory; legislative; corporate governance, environmental, health and safety, corporate social responsibility, sustainability and related matters, in coordination with other Board committees as appropriate. The Nominating & Corporate Governance Committee also counsels the Board with respect to Board and Committee organization, compensation, membership, function, and Board and Committee performance assessments, individually and collectively. The Nominating & Corporate Governance Committee identifies and reviews qualified individuals as potential new Director candidates.

Until May 2, 2024 the members of the Nominating & Corporate Governance Committee were Messrs. Restrepo (Chair), Ahlmann and Graham and Ms. Roberts. From May 2, 2024 until December 31, 2024 the members of the Nominating & Corporate Governance Committee were Messrs. Restrepo (Chair) and Graham and Ms. Roberts.  Effective January 1, 2025, the members of the Nominating & Corporate Governance Committee were Messrs. Restrepo (Chair) Duclos, and Graham and Ms. Roberts.  

STRATEGY & RISK COMMITTEE

The Company’s Strategy & Risk Committee met four times in 2024 to oversee the Company’s strategic plan and its implementation and to plan the Company’s annual strategy retreat. The Strategy & Risk Committee also provides oversight for overall enterprise risk management, risk profile, and risk assessment, including risks from the Company’s underwriting, information technology, insurance market, and business growth.

In addition, the full Board held a full day strategic retreat meeting in August 2024. The strategic retreat focused on providing additional details and updates on the Company’s strategic plan as well as in-depth discussions on two of the Company’s six strategic focus areas.

In 2024, the members of the Strategy & Risk Committee were Messrs. Stone (Chair), Angelina, Kliethermes, and Duclos.

Effective January 1, 2025, this Committee was dissolved.  Board oversight of the Company’s strategic plan and planning of the Company’s annual strategy retreat was shifted to the Board of Directors and oversight of the Company’s overall enterprise risk management, risk profile, and risk assessment was shifted to the renamed Finance & Risk Committee.

​

RLI Corp. 2025 Proxy Statement    |    27

​

BOARD MEETINGS AND COMPENSATION

MEETINGS

During 2024, four meetings of the Board of Directors were held and all Directors were in attendance except for one meeting in which two Directors were unable to attend. No Director attended fewer than 75 percent of the aggregate number of meetings of the Board and Board committees for the period in which he or she served. In connection with each Board meeting, the Independent Directors also meet in executive session with no members of management present. Effective May 5, 2011, the Lead Independent Director position was established, a position to exist when the Company’s CEO is also the Board Chairman or when the Chairman is not an Independent Director. Mr. David B. Duclos, an independent director, served as Lead Independent Director until May 2, 2024 at which time Mr. Michael retired from the Board and Mr. Duclos, an Independent Director, was elected as Chairman of the Board. Pursuant to the Company’s Corporate Governance Guidelines, any Independent Director may serve as Chairman of the Board. Among other responsibilities, the Chairman of the Board presides at the Board’s executive sessions.

2024 DIRECTOR COMPENSATION

During 2024, the Company’s Independent Directors were compensated as set forth in the following table and as described below:

​

Each Independent Director then in office was granted a whole number of Restricted Stock Units (“RSUs”) corresponding with $100,000 in value on May 2, 2024, which will vest on the earlier of one year after grant or the date of the 2025 Annual Shareholders Meeting.  Effective January 1, 2025, the Nominating/Corporate Governance Committee recommended and the Board approved an increase in the value of RSU award from $100,000 to $125,000. RSUs will be granted upon election at the 2025 Annual Shareholders Meeting. In recommending changes, the Nominating & Corporate Governance Committee used market, industry, and peer data to assess the overall competitiveness and reasonableness of the Company’s nonemployee Director compensation program.

Directors may elect to either receive the RSUs as shares of Company stock upon vesting or defer receipt of those shares under the Nonemployee Director Deferred Compensation Plan (the “Director Deferred Plan”). In addition, the RSUs have dividend rights, which accrue as additional RSUs payable upon vesting or distribution from the Director Deferred Plan.

Directors are reimbursed for actual travel and related expenses incurred and are provided a travel accident policy funded by the Company. Directors are also eligible to participate in the Company’s charitable foundation matching gift program pursuant to which the Company will match qualifying charitable contributions of up to $3,000 per calendar year.

The table on the following page provides the compensation of the Company’s nonemployee* Directors earned for the fiscal year ended December 31, 2024.

*Mr. Michael was a Company employee and Chairman of the Board and did not receive Director fees in 2024 and therefore is not listed in the following table. In 2024, Mr. Michael received an annualized base salary of $350,000. As of May 2, 2024, Mr. Michael held 118,000 outstanding stock options. Also, until June 2, 2024, Mr. Michael was permitted to use the Company’s fractionally-owned aircraft for up to 35 hours at an hourly rate set by the Independent Directors of the Board.  Mr. Michael was also eligible to participate in employee benefit programs under the terms of those programs, but was not eligible to participate in the Company’s annual or long-term incentive programs. Mr. Michael’s employment with the Company terminated upon his retirement on June 2, 2024. Upon Mr. Michael’s retirement from the Company, all unvested options became immediately exercisable with expiration the earlier of the original expiration date or June 1, 2027.

​

28    |    RLI Corp. 2025 Proxy Statement

​