Independent
Tenure on this board
4.5 yrs
2 nominees · 3 ballot items.
Elect two Class 3 directors; ratify KPMG as the Company’s independent registered public accounting firm for 2026; and advisory (non-binding) approval of the Company’s executive compensation (Say-on-Pay).
To elect the two Class 3 director nominees (Barbara A. Adachi and Craig R. Smiddy) to the Board of Directors, each for a three-year term.
Ratify the Board and Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This proposal asks shareholders to provide a non-binding advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder approval as part of established corporate governance and SEC disclosure practices (a Say-on-Pay vote) to validate the Compensation Committee’s mix of base salary, annual performance-based cash awards under the Performance Recognition Plan (PRP), and long-term equity incentives (RSUs, PSUs, and stock options). The proxy materials describe objective and discretionary performance metrics (for 2025: net earned premiums & fees growth, combined ratio/underwriting margin, and a discretionary individual component) used for annual cash awards, and multi-year goals (3-year operating ROE and book value total return) that govern PSUs, reflecting an effort to align executive pay with both short-term underwriting results and long-term shareholder value. The Compensation Committee’s independence, use of an independent compensation consultant, and the Board’s review of prior shareholder feedback (notably a 97% approval vote in 2025 for 2024 compensation) provide governance context and demonstrate responsive oversight. The vote is advisory and non-binding, but the Board will consider the results when evaluating future compensation programs and may investigate and act on significant negative outcomes. The Company emphasizes ‘‘pay for performance’’ principles, clawback policy, stock ownership guidelines, and limits on perquisites and hedging to support alignment with shareholder interests. Management recommends FOR, arguing that the program appropriately balances short- and long-term incentives, ties pay to measurable underwriting and operating outcomes, and is overseen by independent directors to mitigate excessive risk-taking. The discussion should be evaluated against the Company’s historical pay practices, performance metrics, and the extent to which realized executive payouts correspond to operating results and long-term TSR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.16% | 17,394,683 | $694M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.95% | 12,018,698 | $480M |
| 3 | STATE STREET CORP | 4.15% | 10,084,248 | $402M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.10% | 9,951,247 | $397M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.84% | 6,901,189 | $275M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.81% | 6,816,692 | $272M |
| 7 | BlackRock, Inc. | 2.77% | 6,720,015 | $268M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.71% | 6,577,125 | $262M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.51% | 6,091,934 | $243M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.34% | 5,678,214 | $227M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.