Independent
Tenure on this board
0.3 yrs
Also a director at
Assurant Inc (AIZ)
6 nominees · 3 ballot items.
Shareholders will elect six directors, ratify Ernst & Young LLP as independent auditor, and approve on a non-binding advisory basis the 2025 compensation of the named executive officers.
Elect Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, Christine LaSala, and Peter B. Migliorato to serve as directors until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve until the 2027 annual meeting.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, Summary Compensation Table, and related tables.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the overall 2025 compensation of the named executive officers as disclosed in the proxy statement. It is not a vote on any single compensation element, but on the aggregate program and its underlying philosophy, policies, and practices. Management says the program is intended to provide competitive compensation that attracts, motivates, and retains executives in the specialty insurance industry. The program also seeks to align executives with shareholders through service-based and performance-based equity awards. Annual incentives are linked to financial and strategic goals, while long-term awards include performance restricted share units and service-based restricted share units. The filing emphasizes that approximately 67% of the CEO’s 2025 target compensation and 64% of the average target compensation of other continuing NEOs was variable and at risk. The Company reports that 2025 performance produced below-target outcomes for several incentive metrics and that the 2023–2025 PRSUs settled at 73% of target, which management presents as evidence of pay-for-performance alignment. The Company also describes shareholder engagement following the prior year’s 63.4% say-on-pay approval, including feedback concerning retention awards, discretionary adjustments, disclosure of performance targets, and pay-performance alignment. In response, the Board approved higher 2026 incentive opportunities for the CEO and an increased long-term incentive opportunity for the Chief Legal Officer, while stating that one-time awards will be limited and judicious. The Board recommends voting FOR the proposal because it believes the compensation program is competitive, performance-oriented, aligned with long-term shareholder value, and responsive to shareholder feedback; the vote remains advisory and non-binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Gallatin Point Capital LLC | 12.67% | 5,859,375 | $26M |
| 2 | Zimmer Partners, LP | 10.00% | 4,623,685 | $20M |
| 3 | T. Rowe Price Investment Management, Inc. | 9.96% | 4,605,838 | $20M |
| 4 | CONTINENTAL GENERAL INSURANCE CO | 5.64% | 2,607,587 | $11M |
| 5 | Enstar Group LTD | 5.60% | 2,590,765 | $11M |
| 6 | DONALD SMITH CO., INC. | 5.28% | 2,440,347 | $11M |
| 7 | BlackRock, Inc. | 3.73% | 1,725,020 | $8M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.73% | 1,724,161 | $8M |
| 9 | BlackRock, Inc. | 2.97% | 1,374,877 | $6M |
| 10 | RBF Capital, LLC | 2.64% | 1,221,980 | $5M |
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