Everest Group Ltd

This management proposal requests an advisory (non-binding) endorsement by shareholders of the Company’s 2025 Named Executive Officer (NEO) compensation as disclosed in the proxy statement (the "Say-on-Pay"). Management seeks shareholder approval to confirm that the Compensation Committee’s pay program — comprising base salary, a performance-based annual cash bonus tied to Adjusted Net Operating Income ROE and individual goals, restricted stock, and performance share units (PSUs) measured by Adjusted Net Operating Income ROE and relative TSR over multi-year periods — is appropriate and aligned with long-term shareholder interests. The proposal is a statutory, non-binding requirement under the Dodd-Frank Act, enabling shareholders to express their view on executive pay philosophy and implementation; the Board emphasizes that the vote is advisory but that it reviews results and considers shareholder feedback when setting pay. Everest highlights program features intended to align pay and performance: a high proportion of at-risk pay, multi-year PSUs with demanding ROE/TSR metrics and clawback, ownership and anti-hedging policies, and retention/one-time retention awards used during a leadership transition year. Management notes the program’s strong prior shareholder support (94% in 2025) and argues that pay decisions supported the Company’s strategic actions in 2025 (portfolio reshaping, reserve strengthening, capital returns). The Board recommends a FOR vote because it believes the compensation framework fosters long-term value creation, retains and incentivizes key executives, and balances short-term and long-term performance measures. Investors should note the vote is advisory — it does not change pay contracts — but a negative outcome would likely trigger additional shareholder engagement and potential program adjustments by the Compensation Committee. In evaluating the proposal, analysts should weigh the specific metric selection (Adjusted Net Operating Income ROE and relative TSR), the impact of one-time retention grants and transition arrangements in 2025, and the company’s disclosure on how individual performance and strategic decisions affected final awards. Overall, the proposal asks shareholders to endorse the implementation and outcomes of Everest’s 2025 compensation program rather than any single element of pay.

This management proposal asks shareholders to approve the "First Amendment" to the Everest Group, Ltd. 2020 Stock Incentive Plan to add 812,000 additional Common Shares to the plan’s reserve (increasing the total authorized under the Amended Plan to 1,045,455 as of March 16, 2026). Management states the increase is intended to permit continued equity grants to employees, non-employee directors and service providers for approximately three to four years at the company’s historic grant pace (about 255,148 shares per year), supporting retention and alignment of incentives with shareholders. The proposal is governance- and compensation-related rather than a transactional matter; shareholders are being asked to approve an increase in the share pool used for incentive compensation, which dilutes existing holders by an estimated 4.30% of outstanding shares based on the Company’s “Total Potential Overhang.” The Board’s rationale emphasizes alignment of employee interests with shareholders and the operational need to have shares available for customary long-term incentives (restricted stock, PSUs, SARs, etc.), and it commits to registering issued shares with the SEC. The Amended Plan retains standard governance features: administration by a committee of non-employee directors (the Compensation Committee), limits on awards to individuals (annual caps), typical vesting restrictions (minimum one-year vesting subject to exceptions), provisions for adjustments in corporate events, and change-of-control provisions allowing the Committee to determine treatment of awards. The proxy discloses the expected dilution metrics, the share-count and valuation context (closing price on March 16, 2026 of $320.52), and a summary of material terms (eligibility, award types, limits, payment provisions and tax consequences). Analysts should weigh the modest dilution (approx. 4.3%) against the retention and incentive benefits, consider the size and structure of recent and one-time retention grants (which increase near-term usage), and assess whether grant practices and cap limits provide governance protections against overly liberal recycling or excessive executive dilution. The Company indicates the additional reserve will typically be sufficient for several years but notes actual runway could vary with grant practices, stock price and business changes; shareholders approving the amendment will give management flexibility to continue its long-term incentive program without near-term shareholder re-approval.