Independent
Tenure on this board
13.4 yrs
Also a director at
Miami International Holdings Inc (MIAX)
11 nominees · 3 ballot items.
Elect 11 Class B directors; advisory approval of fiscal 2025 named executive officer compensation (say-on-pay); and appointment of Ernst & Young Ltd. as independent registered public accounting firm for 2026 and authorization for the Audit Committee to set fees.
Elect eleven Class B directors to serve until the 2027 Annual General Meeting or until their successors are duly elected and qualified.
A non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers for fiscal year 2025, as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the Company’s 2025 compensation paid to its named executive officers (NEOs) as disclosed in the proxy statement. Management seeks shareholder affirmation that its executive pay program—characterized by a pay-for-performance philosophy, a substantial portion of compensation tied to variable annual cash incentives (weighted toward underwriting performance measured by combined ratio) and long-term equity awards (50% PSUs tied to multi-year ROE and book value growth, and 50% RSUs)—is appropriate and aligned with shareholder interests. The Compensation and Personnel Committee structured incentives to emphasize underwriting profitability (combined ratio) for the annual bonus (60% weighting) and strategic/operational objectives for the remaining 40% of the annual bonus, while long-term incentives are delivered via PSUs and RSUs to drive multi-year performance and retention. Management highlights strong 2025 financial performance (net income, improved combined ratio, ROE and book value growth) and notes prior high shareholder support for say-on-pay (over 99% in 2025) as context for seeking continued endorsement. The vote is advisory and non-binding, but the Board will consider the outcome and shareholder feedback when setting future compensation policies and awards; the Company has committed to annual say-on-pay votes through 2030. Potential governance considerations include the use of a double-trigger change-in-control arrangement for equity acceleration, clawback policies, independent committee oversight and consultant input, and peer benchmarking—features management cites to mitigate risk and align pay with long-term value creation. The Board recommends a vote FOR, arguing that the program appropriately balances competitive pay, retention, performance incentives, and risk-mitigation measures. From an investor-evaluation perspective, key issues to consider are whether the performance metrics and weighting effectively link pay to sustainable underwriting profitability and capital returns, whether the peer benchmarking and payout outcomes are proportionate to realized performance, and whether the governance safeguards (clawback, share ownership guidelines, committee independence) are sufficiently robust to protect shareholder interests.
Appoint Ernst & Young Ltd. 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 | Magnitude Capital, LLC | 15.2% | 15,096,940 | $450M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 2.3% | 2,264,336 | $68M |
| 3 | BlackRock, Inc. | 1.8% | 1,803,212 | $54M |
| 4 | DONALD SMITH CO., INC. | 1.7% | 1,648,990 | $49M |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.5% | 1,497,124 | $45M |
| 6 | Nuveen, LLC | 1.4% | 1,412,294 | $42M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 1.3% | 1,316,657 | $39M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.3% | 1,291,476 | $39M |
| 9 | MORGAN STANLEY | 1.1% | 1,129,673 | $34M |
| 10 | LAZARD ASSET MANAGEMENT LLC | 1.1% | 1,049,590 | $31M |
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