Independent
Tenure on this board
4.8 yrs
3 nominees · 4 ballot items.
Elect three Class I directors (Francis Ebong, Eileen Mallesch, Brian S. Posner); advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); appoint PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; elect Designated Company Directors for certain non-U.S. subsidiaries.
Elect three Class I directors—Francis Ebong, Eileen Mallesch and Brian S. Posner—to serve three-year terms until their successors are duly elected and qualified or earlier resignation or removal.
Non-binding advisory vote (say-on-pay) to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to approve, on an advisory basis, the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and Executive Compensation Tables. Management is seeking shareholder approval to validate its pay-for-performance design, which ties short-term incentives to ROE-based formula metrics and long-term incentives to adjusted tangible book value per share growth with a relative TSR modifier. The Compensation and Human Capital Committee emphasizes formulaic annual cash incentives based largely on underwriting unit and group ROE scales and strategic objectives, and long-term performance shares measured over three-year periods to align executives with sustained value creation. The Board supports the say-on-pay vote as a mechanism for shareholder input, while noting the advisory nature of the vote—outcomes will inform but not bind the Board or compensation committee. Contextually, Arch delivered strong 2025 financial results (including elevated ROE, TBVPS growth and a 200% payout on certain performance awards) that management cites as justification for the program’s effectiveness. The Board’s recommendation to vote "FOR" reflects its view that the compensation program appropriately balances retention, pay-for-performance, and alignment with shareholder interests, and that recent pay decisions were made in the context of robust operational outcomes and succession transitions. Shareholders should consider both the program design and recent realized payouts (including one-time or transitional awards in prior years) when deciding how to vote, noting that the advisory vote is part of ongoing shareholder engagement and will be taken into account by the Board in future compensation decisions.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Elect nominated individuals as Designated Company Directors for specified non-U.S. subsidiaries (as required by the Company’s bye-laws), including nominees for Arch Reinsurance Ltd., Arch Underwriters Ltd., Arch Investment Management Ltd., and others.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Artisan Partners Limited Partnership | 6.49% | 22,666,011 | $2.2B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.47% | 22,612,609 | $2.2B |
| 3 | BAMCO INC /NY/ | 4.78% | 16,709,759 | $1.6B |
| 4 | STATE STREET CORP | 4.65% | 16,250,722 | $1.6B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.21% | 14,712,819 | $1.4B |
| 6 | BlackRock, Inc. | 3.72% | 12,995,076 | $1.2B |
| 7 | WCM INVESTMENT MANAGEMENT, LLC | 3.61% | 12,602,412 | $1.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.70% | 9,420,037 | $901M |
| 9 | BlackRock, Inc. | 2.22% | 7,740,730 | $743M |
| 10 | BlackRock, Inc. | 1.19% | 4,163,087 | $400M |
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