Independent
Tenure on this board
6.7 yrs
Also a director at
Octave Specialty Group Inc (OSG)Alliancebernstein Holding LP (AB)
9 nominees · 3 ballot items.
Elect nine directors for one-year terms; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026; and an advisory (non-binding) vote to approve the compensation paid to the named executive officers (Say-on-Pay).
Elect nine directors (Joan Lamm-Tennant, Douglas Dachille, Francis A. Hondal, Arlene Isaacs-Lowe, Daniel G. Kaye, Craig MacKay, Mark Pearson, George Stansfield and Charles G.T. Stonehill) to serve one-year terms ending at the 2027 Annual Meeting (or until closing of the Proposed Transaction if earlier).
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement (the Say-on-Pay vote).
This advisory proposal asks stockholders to approve, on a non-binding basis, the overall compensation of the named executive officers as described in the Proxy Statement. Management seeks this vote to validate its compensation philosophy and program design, which emphasize pay-for-performance through a mix of variable short-term incentives (STIC) tied to Non-GAAP Operating Earnings, VNB, Cash Flow and Strategic Initiatives, and long-term equity awards (RSUs and Performance Shares tied to Relative TSR and Non-GAAP EPS). The Compensation and Talent Committee highlights program features intended to align management and stockholder interests, including a majority of pay being at-risk, balanced performance metrics, clawback provisions, stock ownership guidelines and no re-pricing of options. The context includes strong prior stockholder support (94.3% in 2025), recent strategic actions (e.g., life reinsurance with RGA freeing capital, increased AB ownership, and capital returns) that materially affected financial results and incentive outcomes, and the use of Non-GAAP Operating Earnings as the company-selected operating measure. The vote is advisory—while not binding, the Committee expects to consider the results when making future compensation decisions and adjustments. Management argues that the program’s structure and recent outcomes demonstrate alignment with long-term value creation, while opponents (if any) could cite specific pay levels, use of non-GAAP metrics or particular awards as areas of concern. The Board’s recommendation to vote FOR is based on its view that the compensation program incentivizes behaviors that support strategic objectives and stockholder value and has a governance structure (independent consultant, committee oversight) to mitigate excessive risk-taking. Given the program’s mix of metrics, historic shareholder support, and recent operational achievements, a FOR vote signals endorsement of the Board’s approach; a negative outcome would prompt further engagement and potential program changes by the Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NORGES BANK | 6.71% | 18,326,687 | $804M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.55% | 17,870,866 | $784M |
| 3 | BlackRock, Inc. | 5.75% | 15,703,043 | $689M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.92% | 13,443,991 | $590M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.65% | 12,703,293 | $557M |
| 6 | STATE STREET CORP | 3.44% | 9,388,296 | $412M |
| 7 | HARRIS ASSOCIATES L P | 3.41% | 9,298,260 | $408M |
| 8 | CANADA PENSION PLAN INVESTMENT BOARD | 3.34% | 9,106,103 | $400M |
| 9 | Capital International Investors | 3.08% | 8,415,039 | $369M |
| 10 | BlackRock, Inc. | 2.87% | 7,833,797 | $344M |
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