Not independent
Tenure on this board
65.4 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors, (2) a non-binding advisory vote to approve named executive officer compensation (say-on-pay), and (3) ratification of KPMG LLP as the independent registered public accounting firm for 2026.
Elect nine directors to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified (nominees: George Joseph; Gabriel Tirador; Victor G. Joseph; George G. Braunegg; Ramona L. Cappello; James G. Ellis; Vicky Wai Yee Joseph; Joshua E. Little; Martha E. Marcon).
Non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (including the Compensation Discussion and Analysis and accompanying tables).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and related tables. Management frames the program as simple, performance-linked and designed to attract, motivate and retain executives while aligning pay with long-term shareholder interests; the Compensation Committee and Board state they will consider the outcome of the vote when setting future compensation. The context includes annual cash bonuses tied to underwriting performance (via a Company Performance Multiplier based on underwriting profit margin), and long-term cash-based PSUs and RSUs with multi-year performance and service vesting conditions calibrated to combined ratio and market-share growth. The proposal is non-binding, so approval would not legally require changes, but a negative result could prompt the Compensation Committee to revisit compensation design or disclosure practices. Key governance context: the Company uses a compensation framework that relies on subjective individual multipliers and historically did not use third-party benchmarking for 2025 CEO pay decisions, which may be a point of investor scrutiny. The Board’s recommendation for a FOR vote and its description of alignment with shareholder interests is intended to reassure investors that pay is tied to measurable underwriting and market-share outcomes, but the subjective elements and long tenures of certain executives could raise concerns about oversight and independence in pay-setting. Given the Company’s strong recent financial and underwriting performance metrics noted in the proxy, management argues the program has worked to create shareholder value; investors evaluating the proposal should weigh the program’s formulaic performance metrics against the discretionary elements and the board’s responsiveness to shareholder feedback. A thoughtful investor analysis would examine the specific performance metrics (combined ratio, market share targets), the magnitude of incentive payouts, potential dilution or cash obligations tied to PSUs/RSUs, and the governance process (role of Compensation Committee, use of consultants) when deciding whether to support the advisory vote.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.1% | 2,847,850 | $251M |
| 2 | Rubric Capital Management LP | 3.9% | 2,154,504 | $190M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.6% | 2,000,506 | $176M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.1% | 1,717,862 | $151M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 1,226,459 | $108M |
| 6 | STATE STREET CORP | 2.0% | 1,099,091 | $97M |
| 7 | BlackRock, Inc. | 1.7% | 943,301 | $83M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 823,582 | $73M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.5% | 813,320 | $72M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 659,670 | $58M |
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