Not independent
Tenure on this board
17.4 yrs
8 nominees · 3 ballot items.
Election of nine directors; non-binding advisory vote to approve executive compensation (“say-on-pay”); and ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2026.
Elect nine directors to serve one-year terms until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal seeks a non-binding advisory endorsement of the Company’s executive compensation, asking shareholders to approve the compensation of named executive officers as disclosed in the proxy. Management frames the vote as an opportunity for shareholders to express their view on overall pay practices rather than specific prior payouts, noting the vote is advisory and not binding on the Board or the CNCG Committee. The Company’s compensation program emphasizes alignment of executives’ interests with stockholders through a mix of base salary, annual cash incentives tied to actual underwriting profit, and restricted stock awards as long-term incentives, and it applies stock ownership guidelines and clawback provisions. In 2025 the CNCG Committee set bonus pool parameters tied to underwriting profit and awarded payouts above target (CEO ~181% of target; other NEOs ~185–213% of target) reflecting stronger-than-expected profitability; the Company also granted annual restricted stock awards and updated its 2025 Omnibus Incentive Plan. Management’s core argument is that pay is performance-linked—particularly through underwriting profit and equity awards that vest over time—and thus supports long-term value creation for shareholders. Opposing shareholder views (if any were present) are not included in this filing, but the Board acknowledges the non-binding nature of the vote and commits to consider any significant negative vote when evaluating compensation practices going forward. Given the Board and CNCG Committee oversight (including use of an independent compensation consultant in 2025) and the prior year’s high say-on-pay support (~96% in 2025), management recommends a vote FOR the resolution as a reflection of alignment and governance processes designed to mitigate excessive risk-taking. The Board’s justification emphasizes established governance practices (committee review, consultant engagement, clawback policy, insider trading/anti-hedging policies, and ownership guidelines) as reasons shareholders should support the advisory vote.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAMCO INC /NY/ | 8.8% | 2,027,765 | $693M |
| 2 | BlackRock, Inc. | 5.8% | 1,342,263 | $459M |
| 3 | Capital World Investors | 5.7% | 1,311,315 | $448M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 986,403 | $337M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 931,294 | $318M |
| 6 | STATE STREET CORP | 3.0% | 691,958 | $236M |
| 7 | BlackRock, Inc. | 2.9% | 663,022 | $227M |
| 8 | FIRST MANHATTAN CO. LLC. | 2.7% | 616,031 | $210M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 579,938 | $200M |
| 10 | Life Cycle Investment Partners Ltd | 2.4% | 564,311 | $193M |
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