Not independent
Tenure on this board
5.2 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory (non-binding) vote to approve named executive officer compensation; ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect eight continuing directors named in the proxy statement to serve until the 2027 Annual Meeting of Stockholders.
Non-binding advisory vote to approve compensation paid to the named executive officers as disclosed in the proxy statement.
The proposal requests a non-binding, advisory approval of the 2025 compensation paid to the Company's named executive officers as disclosed in the proxy materials. Management seeks this advisory endorsement to validate its compensation philosophy and practices, which emphasize performance-based pay tied to Adjusted GAAP Calendar Year Combined Ratio and change in Adjusted Book Value Per Share (ABVPS), and to inform future compensation decisions. The Compensation Committee believes the program aligns pay with performance through short-term incentives linked to underwriting metrics and long-term performance share units tied to ABVPS, includes clawback and ownership guidelines to mitigate risk, and uses an independent compensation consultant. The vote is advisory and non-binding; however, the Board will consider the outcome when setting future compensation. The recommendation to vote in favor is unanimous, citing that these policies implement the Company’s compensation objectives and have historically received strong shareholder support (over 95% support in prior years).
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.26% | 2,053,462 | $84M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 9.14% | 1,667,791 | $69M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.90% | 1,258,479 | $52M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 5.04% | 919,503 | $38M |
| 5 | STATE STREET CORP | 4.97% | 907,528 | $37M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.20% | 583,983 | $24M |
| 7 | BlackRock, Inc. | 3.03% | 552,958 | $23M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.61% | 475,627 | $20M |
| 9 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.45% | 447,540 | $18M |
| 10 | GOLDMAN SACHS GROUP INC | 2.44% | 444,456 | $18M |
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