March 23, 2021 – Minutes

Minutes: March 23, 2021

Location

Conducted Via Videoconference
March 23, 2021
1:00-3:00 p.m.

Board Members Present

Terri Moran, Chair, Audit Chair
Paul Hanson Partners

Janet Beaver, Vice Chair, Stamping Chair
Tokio Marine-HCC

Rich Gobler, Secretary/Treasurer
Burns & Wilcox

Robert Gilbert, Past Chair
Markel West Insurance Services

Tim Chaix, Member, Education and Compliance Chair
R.E. Chaix and Associates

Jim Faley, Member
Vela Insurance Services

Hank Haldeman, Member, Legislative Chair
Worldwide Facilities, LLC

Jason Howard, Member, Stamping Member
CRC Group

Pam Quilici, Member, Next Generation Chair
Crouse & Associates of N. California

Charlie Rosson, Member
USI Insurance Services

Kathy Schroeder, Member
Sierra Specialty Insurance Services

John Washington, Member
Arch Insurance Group

Jerry Sullivan, Member Emeritus
GJS Re

Board Members Absent

Terrence Villar, Member
AmWINS

Others Present

Susan Atkins, Admitted Market Liaison Chair
M.J. Hall & Company

Jon Larson, Special Advisory Chair
ACE Westchester

Yusuf Mayet, Technology Chair
Worldwide Facilities LLC

Benjamin McKay, CEO and Executive Director
Surplus Line Association of CA

Joy Erven, COO and Director
Surplus Line Association of CA

Michael Caturegli, EVP
Surplus Line Association of CA

David Kodama, EVP
Surplus Line Association of CA

Jody Black, VP, Data Analysis
Surplus Line Association of CA

Cliston Brown, VP, Public Affairs
Surplus Line Association of CA

Jo Ann Del Gatto, VP, Education and Compliance
Surplus Line Association of CA

Vani Ganti, VP, Technology
Surplus Line Association of CA

James Greene, VP, Digital Communications
Surplus Line Association of CA

Glenn Leung, VP, Financial Analysis
Surplus Line Association of CA

Barbara Trumbly, VP, Human Resources
Surplus Line Association of CA

Ivan Morse, Controller
Surplus Line Association of CA

Erin Reagan, Digital Communications Department Manager
Surplus Line Association of CA

Alice Do, Senior Financial Analyst
Surplus Line Association of CA

All votes or decisions taken by the committee during the meeting are highlighted in yellow for easy reference.

Table of Contents

Opening Business

Terri Moran opened the meeting at 1:05 p.m., and Dan Brown advised participants of their obligations under the SLA Antitrust Resolution. Cliston Brown called the roll and advised a quorum was present, at which point Ms. Moran officially called the meeting to order.

Rich Gobler, secretary-treasurer, certified that the minutes of the October board meeting were correct. Hank Haldeman moved to approve the minutes as presented, Janet Beaver seconded, and the motion passed without dissent.

CEO Report

Benjamin McKay discussed organizational structural enhancement, the SLA’s three key goals (“three caribou”) and key statistics.

Organizational Structural Enhancement

As the market has grown, the SLA has grown significantly. There are 10 senior staff members. Most problems or objectives are cross-functional. It took three departments at least to build the Learning Center. The SLA decided to formalize this and create standing teams, allowing for a flattening of the structure. The senior staff was relying too much on hierarchical authority to get things done. The idea of “do it because I’m the boss” is not the right approach. There is a small council (Mr. McKay, Joy Erven, Mike Caturegli and David Kodama), a policy team, a health and wellness team, an editorial board, and a compliance team. The editorial board’s purpose is to keep the SLA “on message” and “on brand.” It is not the highest ranking person who runs the team—it’s the right person. James Greene runs the editorial board. Mr. Kodama runs the policy team. Jo Ann Del Gatto leads the compliance team.

“Three Caribou”

  • On the Member Value Program (MVP), the SLA interviewed over 100 members all over the country. Members break down into three segments, and the three segments use our services differently. The SLA is trying to figure out how to create value to these different segments. One thing that came up is that the SLA has members on the east coast, and the SLA is not open until noon on the east coast. Another interesting finding was that members really like the SLA’s data. The SLA is so far ahead of other states in this regard that it is frequently asked to provide data relative to other states.
  • Regarding 100% compliance, the SLA wants to make it easier for members to comply.
    • The budgets the board has approved and the policies the board has put into place helped the SLA to do so through online content and webinars, which have been invaluable during the COVID-19 pandemic. Ms. Del Gatto started the “Compliance Connection,” expecting maybe 20 people per call. The first one had 120 and one on taxes had twice as many. The SLA is seeing the value, seeing that the members want it. CE classes, typically 100 to 140 people, had nearly 500 for an online ethics course.
    • Another issue discovered in member interviews is that the SL-2 is a major pain point. The SLA is embarking on what will be a multi-year project to see if it can be modified or simplified, contingent upon approval by the California Department of Insurance (CDI).
  • Employee health and wellness is a continuing effort going forward, with a recent survey guiding the SLA’s thinking.

Key Statistics

There is currently $27.5 million in stamping revenue over a rolling 12-month period, while the SLA is still maintaining a baseline with no backlog. About $100,000 is coming in a day in stamping fees. Year to date premiums are $5.7 billion, so it’s going to be a big year. With growth, the SLA is starting to bring more functions in-house. It started with reductions in legal services, about $5.4 million in savings during Mr. McKay’s tenure, enabling the SLA to hold the line on stamping fees for more than seven years. Bringing Ivan Morse on board as controller has enabled the SLA to reduce outside expenses and has given the SLA new capabilities, resulting in the coming elimination of the pension debt. The SLA can now sweep money into the reserve broker/dealer account, some of which will pay off the pension, the rest of which will enable the SLA to ride out a recession on the scale of the 2008 recession. Currently the SLA has $12 million in this fund, with another $6 million expected by the end of 2021. The SLA expects to bring in $7 million more than it budgeted in 2021.

401k Presentation and Discussion

Janet Beaver and Mr. McKaygave the history of the board’s contributions to employee 401(k) funds, which started with a 9% contribution when the board froze the pension in 2010, intended to taper down by 1% per year until it reached zero. The SLA is now beyond that point. Some years prior, the board had changed the formula to a 0-3% discretionary contribution, awarding 3% to employees each year, in addition to the standard 3% contribution, for a total contribution of 6%. Employees previously received this 6% regardless of their own contributions. At the October board meeting, members tasked Ms. Beaver with a solution that is fair but also incentivizes employee saving, and she recommended a straight 6% dollar-for-dollar match. She noted that 6% is a market standard and fairly common, and that it is unlikely to increase costs because the board is already giving 6% every year.

Mr. Haldeman moved to create a 6% matching 401(k) contribution for SLA employees, John Washington seconded, and the motion passed without dissent.

Employee Morale and Wellness Report

Joy Erven thanked Ms. Moran and Mr. McKay for turning the SLA’s attention to employee morale and culture. Employee morale is very high and the SLA is monitoring its culture in three ways:

  • New payroll system (Paylocity)—allows for slicing and dicing of data, helping the SLA determine how to better communicate with staff and understand its needs, also helping to keep the staff balanced. The workforce is 50% female, 50% male, and 63% of staff is under the age of 30.
  • Health and Wellness Council—a dedicated group is fostering collaboration and involvement, and the latest wellness survey shows gratitude for the efforts of the SLA in looking out for employees.
  • Communication—providing crucial connection during a time when the staff is not under one roof; overwhelming positive response to quality and quantity of what the SLA is producing.

Alice Do gave an overview of the Wellness Council’s employee survey:

  • The survey had an 85% response rate.
  • Employees averaged almost 7 on a 1-10 scale of how they are feeling that day.
  • 92% of employees agree that SLA provides the right benefits and resources to help them at this time.
  • 69% of employees are interested in joining a wellness group.
  • 70% turn to entertainment and reading, 40% to baking and cooking.
  • As a result of the survey, the SLA is going to start groups dedicated to wellness, entertainment and culinary activities.

Committee Reports

Robert Gilbert reported the following on behalf of the Audit Committee:

  • The recently completed financial audit by Hood & Strong was clean and generally, all trends are moving in the right direction. Assets and cash flow are up, liabilities are down.
  • The auditors reported that they had no disagreements with SLA management on the application of accounting principles or with the SLA’s judgment on any significant matters. Overall, the SLA received a clean bill of fiscal health.
  • The board and the SLA’s management team have made a number of wise decisions that resulted in a clean audit.
    • The SLA began to prepare for a recession even before the yield curve inverted and made the decision that we needed to alter its behavior.
    • The SLA made moves to get rid of its bad debt and build up its reserves. It paid off its construction loan early and has made significant strides to paying off our pension liability.
    • The SLA held back its expenses, budgeting significantly below revenues to put money in the bank.
  • The SLA is now in a position, between cash on hand and its line of credit, where it has $8 million in ready cash. When it is ready to pay off its pension liability, it needs at least $3 to $4 million on top of the $5 million in its pension fund. Because of the good decisions the SLA has made, it is there. And by the end of 2021, it expects it will have enough in reserves to ride out a three-year recession.
  • The handful of recommendations the auditors made for changes or improvements were minor. The only thing that might be considered a bit disappointing is that two of those recommendations carried over from the year before, which means that they were not adequately addressed after first being raised.
    • One was that the SLA establish policies and procedures to ensure there is physical evidence of review of the monthly accounting reports.
    • The second was that the SLA should review its investment policy to ensure investments are purchased within the stated limits of that policy.
    • Neither of those flagged issues are serious problems, but if the SLA is going to hold the industry to the high standard of 100% compliance, it must also hold itself to the same lofty standard. It says something about the SLA that it is important to it to get even the small details right.
    • It is expected that all of the auditors’ recommendations will be addressed and remedied before the next audit.
    • On the whole, this was a clean audit and indicates that the board can be pleased with the overall direction of the association.

Susan Atkins reported the following on behalf of the Admitted Market Liaison Committee:

The Admitted Market Liaison Committee met with admitted trade associations, APCIA and PIFC on January 27. Due to COVID, the committee did not have to travel and did not have to rush to get from one meeting to the next. A second meeting, held jointly with the Legislative Committee on March 4 with lobbyist John Norwood and SLA mediator Harry Low, also provided great information for the committees. Wildfire legislation was a key topic, as well as what constitutes a reasonable and adequate admitted market for purposes of the Export List. The committee has set four objectives:

  • Expand outreach with admitted markets, connecting before the next Export List hearing.
  • Ensure proper use of the surplus lines market; one of the committee’s concerns is to find a better idea of what constitutes a reasonable or adequate market.
  • Serve as a source of professional expertise on trends, legislation; working with Sacramento Valley CPCU society and providing a presentation including the SLA’s Cliston Brown and admitted market representatives.
  • Strengthen the SLA’s message about the role of surplus lines, possibly a video.

Discussion of San Francisco Office

David Kodama discussed planning for the San Francisco office, whose lease is expiring in 2022. He gave some history and noted that he and Glenn Leung have been tasked with conducting an assessment of the SLA’s options. He noted that there have been some important changes, including the shifting of the Education and Compliance Department to the Bishop Ranch office, leaving the Financial Analysis and Technology departments in San Francisco. He also noted the market trend of employers, including brokerage firms, eliminating or reducing their office footprint in San Francisco in the wake of a COVID-necessitated transition to a remote work environment.

Options for the San Francisco office include:

  • Renewal of the current lease and re-design of the 275 Battery office, to bring it in-line with the design of the BR offices
  • Moving the San Francisco staff to a new location within the city’s Financial District.
  • Closure of the San Francisco office and the transition of the San Francisco staff to the Bishop Ranch location with additional leased office space.

The SLA has engaged the services of a design firm to develop a survey for its San Francisco employees to assess the implications of any future office location option. The results of the survey will be used to prioritize the association’s options and the expectations for the design of this next office space to best serve the future needs of the business and SLA staff. Critical to that analysis will be considerations over the staff’s desire or need for a work-from-home option, post-pandemic. In addition, over the coming months, the SLA will be working with its real estate broker to produce a cost-benefit assessment of the options given the state of the market for office space, which is evolving and quite fluid.

Mr. Kodama asked the board to consider five questions:

  • What do they believe is the SLA’s need to have a presence in San Francisco?
  • What have their companies’ experience and considerations been in their plans to return to the office post COVID-19?
  • What are the pros and cons to remote work, and staff expectations in a post-pandemic work environment?
  • What are the board’s thoughts on the future office design space that can accommodate a more flexible work environment, and one that fosters more collaborative engagement across the organization?
  • Are there any key costs or other metrics that should be considered in obtaining a successful outcome?

Discussion of Possible Board Retreat

Ms. Moran asked the board to discuss its thoughts on whether it would be a good idea to hold an in-person board retreat in October. She said by that time she expected most individuals would be vaccinated. Board consensus supported Ms. Moran’s proposal. Ms. Erven said the SLA was looking potentially at a range of October 20-22.

Approval of Committee Rosters

Mr. McKay noted that it had come the SLA’s attention that certain committees are listed in the SLA constitution, and the board is able to create other committees with no explicit requirement that these advisory committees solely include members of the industry. He asked if there was a motion expressing the sense of the board that committees not listed in the constitution should be deemed advisory. Mr. Haldeman moved to deem these committees advisory, Kathy Schroeder seconded, and the motion passed without dissent.

Ms. Moran asked the board for a motion to approve the proposed committee rosters for the rest of 2021, as follows:

ADMITTED MARKET LIAISON COMMITTEE: Susan Atkins (chair), Lynda Colucci, Lisa Foley, Jerry Sullivan, Tamar Tavitian, Jeffery Thomas. Staff liaison: David Kodama.

AUDIT COMMITTEE: Robert Gilbert (chair), Janet Beaver, Terri Moran.

EDUCATION AND COMPLIANCE COMMITTEE: Tim Chaix (chair), Carolina Calvo- Betdashtoo, Kris Bauer, Jeff Chase, Matthew Dutton, Mitchell Jawitz, Clancy Marie Johannsen. Staff liaison: Jo Ann Del Gatto.

LEGISLATIVE COMMITTEE: Hank Haldeman (chair), John Baran, Tim Burnett, Tim Conlon, Rupert Hall, Paul Laufer, Tony Manzitto, John Mundelius, Peter Scott, Jerry Sullivan. Staff liaisons: Benjamin McKay, Cliston Brown.

NEXT GENERATION COMMITTEE: Pam Quilici (chair), Phil April, Lauren Delgado, Nicole DiLorenzo, Emily Ehrhart, Michael Estrada, Henry Fitzpatrick, Benjamin Marks, Kelsey Moore, Lindsey Moore, Aaron O’Campo, Jeff Sess, Shanna Sweeney. Staff Liaison: Caroline Gilbert.

SPECIAL ADVISORY COMMITTEE: Jon Larson (chair), Jeffrey Case, Joshua Koppel, Yusuf Mayet, Lennaine Moran, John Poucher, Jonathon Ramirez, Mark Schroeder, T.J. West. Staff liaison: Joy Erven.

STAMPING COMMITTEE: Janet Beaver (chair), Jason Howard, Josh Koppel, John Mundelius, Sarah Nichols. Staff liaison: Joy Erven.

TECHNOLOGY COMMITTEE: Yusuf Mayet (chair), Vikas Malhotra. Staff liaison: Michael Caturegli.

Rich Gobler moved to approve the committee rosters as presented, Ms. Beaver seconded, and the motion passed without dissent.

Technology and Pension Reports

Vani Ganti gave an overview of the Technology Department’s operations and 2020 achievements. The department includes six full-time employees and two job openings.

Highlights:

  • The department successfully implemented 27 projects and worked on 581 tickets while coming in $100,000 under budget.
  • The department migrated infrastructure from Rackspace to AWS, saving $200,000 annually.

Current projects include implementing a customer resource management project and the department is looking for vendors, as well as making analytics available to members and building an IT dashboard to help quickly resolve problems.

Ivan Morse gave some background on the pension project and how it is being driven to fruition. The pension started in 1966, and the board decided in 2010 to freeze it. Since 2010, the cost of maintaining the pension fund has skyrocketed from $50,000 a year to $600,000. As interest rates have declined, it costs more money to maintain the fund. The process of trying to remove the pension from the books started three years ago. There was an offer of a lump sum payment in 2019, which two people accepted. In 2020, the SLA got 41 people to take lump sum payments, leaving 44 people still on the books.

In 2021, the actuary third-party administrator made a mistake in payment calculations. Of the 41 people who took the lump sum, 40 were paid the wrong amount. Most of them were overpaid, a few underpaid. Ultimately, the errors were $165,000 in total, out of $4 million in payouts. Because the error was discovered within a specific time-window, the SLA can self-correct, with a letter from the third-party administrator to the individuals who were paid the wrong amounts. Those who were overpaid will be asked to repay the overage, which is not generally expected; those who were underpaid will be made whole. The SLA has asked its attorneys to request the actuary’s insurers pay the overages. The SLA can still continue with its intent to terminate its plan; the SLA can make the corrections while working to terminate the plan.

Of the 44 remaining pensioners the SLA needs to approach, the best result would be to get them to take lump-sum payments. At this time, 22 of these individuals are still actively employed at the SLA.

The SLA currently has $5.4 million in its pension fund. The SLA expects to pay somewhere between $8 million and $9.2 million to retire its pension liability, depending on how many pensioners take lump sums. The likeliest outcome would involve a little more than $8.5 million in costs, requiring the SLA to pay $3.1 million beyond what is currently in its pension fund.

Mr. Morse said board had designated at least $2 million of funding from its brokerage account for purposes of funding the pension, and the SLA also has access to a $3 million line of credit. The next step is to hear from SLA attorneys to ensure that the SLA can file an intent to terminate its pension while advising the 22 active employees who stand to draw pensions of their options.

Mr. Morse said one benefit to using the line of credit is that banks are only interested in maintaining lines of credit if customers use them. The SLA has control of it and can pay it back in whatever way is of the most benefit to it. The current interest rate being given to the SLA by the bank is 2.5%. The SLA could earn more money than it will incur in costs.

Finally, there are nine pensioners whom the SLA cannot find. Mr. Morse explained that the funds for these individuals would be moved over to the insurance company that buys the debt, and the funding would go to the Pension Benefit Guaranty Corporation to hold it until it is claimed.

Old Business

The SLA does monitor mergers and acquisitions activity, and is now asking Financial Analysis staff to be mindful about the broader industry trends that may be impacting that activity. COVID-19 dramatically decreased the number of deals in 2020. M&A activity is expected to recover, but the recovery may be slower than expected. Expectations for 2021 are that record low interest rates will attract new investors into the insurance market.

Old Business

Ms. Moran asked Cliston Brown to brief the board on the term limits rule passed in 2018. Mr. Brown noted that on July 21, 2018, the Board of Directors approved a motion limiting terms of board members and officers to five years. Staff recommended wording for the motion, but upon further examination, it was clear that the motion, as worded, would result in nine board members having to roll off the board in 2023. He gave the staff’s opinion that this kind of turnover would be very disruptive to the organization, and that the motion was proposed to address a problem that now no longer exists.

  • The genesis of the motion was rooted in a concern that it was becoming difficult to find new members to move into leadership who had not previously served in that role. With very few of the rank-and-file members serving today having previously served on the leadership team, this is no longer an issue.
  • Given the potential for disruption to the organization, and the fact that the concern about elevating new leaders has been obviated, Mr. Brown recommended on behalf of staff that the board should modify the motion to eliminate term limits. The portions of the motion regarding the number of board members from the same company who can serve at one time would remain in force.

Mr. Haldeman moved to amend the July 21, 2018 motion to rescind the portion invoking term limits for board members, Ms. Schroeder seconded, and the motion passed.

New Business

Mr. Washington raised the topic of diversity and the SLA’s support for diversity, encouraging the SLA to demonstrate its commitment in its outward-facing materials and efforts. He said the SLA can set the standard and demonstrate that qualified women and people of color are available, if companies are intentional and reaching out in terms of recruiting. He urged the SLA to be an example. Mr. McKay said this is an area where the SLA can project a message.

Mr. Kodama noted that the Financial Analysis Department has completed its year-end report highlighting its activities of the last 12 months as well as notable developments it will track throughout 2021. The report will be distributed to the board.

Ms. Moran noted there were 460 attendees at the Annual Meeting and suggested the possibility of a hybrid in-person/virtual event.

Adjournment

All business being concluded, Ms. Moran adjourned the meeting at 3:04 p.m.