Independent
Tenure on this board
6.0 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; approve, on an advisory basis, the compensation paid to the Company’s named executive officers (Say on Pay); and appoint Deloitte Ltd., Hamilton, Bermuda, as the Company’s independent registered public accounting firm for 2026 and authorize the Board (through the Audit Committee) to set its fees.
Elect W. Marston Becker, Michael Millegan, and Lizabeth Zlatkus as Class II directors to hold office until the 2029 annual general meeting.
Advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation disclosed for AXIS’s named executive officers (the 'Say on Pay' vote). Management and the Human Capital and Compensation Committee seek shareholder endorsement to validate their pay decisions, which in 2025 included above-target annual incentive payouts tied to Adjusted OROACE, a mix of PSUs and RSUs in long-term incentives, and a $3.5 million special equity award for the CEO that is predominantly performance‑conditioned. The Committee emphasizes that incentive metrics (Adjusted OROACE, rTSR, and Adjusted DBVPS) tightly link pay to both short- and long-term performance and that substantial portions of equity awards vest only upon meeting multi-year performance hurdles. The Board also highlights extensive shareholder engagement and notes that the 2025 Say on Pay previously received strong support (93% approval), interpreting that history as evidence of alignment between pay and performance. Management requests annual advisory approval (the Company has adopted an annual Say on Pay policy) to preserve its compensation framework and retain flexibility in plan design. Critics could point to the discretionary special award and elevated CEO pay levels as potential governance concerns, but management argues the special award is calibrated with performance vesting and market benchmarking to retain and motivate leadership while aligning with shareholder returns. The Board’s recommendation to vote FOR rests on recent strong financial results, a clear pay-for-performance design, and investor outreach that informed program design and disclosure. Given the non-binding nature of the vote, management will consider shareholder feedback in future compensation decisions even if the advisory vote were not to pass.
Appoint Deloitte Ltd., Hamilton, Bermuda, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and authorize the Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.6% | 4,883,352 | $493M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,920,438 | $398M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 3,456,356 | $351M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,320,479 | $337M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.0% | 2,179,401 | $221M |
| 6 | BlackRock, Inc. | 2.6% | 1,918,921 | $195M |
| 7 | STATE STREET CORP | 2.1% | 1,581,907 | $161M |
| 8 | JANUS HENDERSON GROUP PLC | 2.1% | 1,525,710 | $155M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.0% | 1,475,751 | $150M |
| 10 | Swedbank AB | 1.8% | 1,362,001 | $138M |
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