Independent
Tenure on this board
6.0 yrs
2 nominees · 3 ballot items.
Elect two Class I directors (Daryl Bradley and Thomas Bradley); approve, on a non-binding advisory basis, Named Executive Officer compensation (Say-on-Pay); and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
Elect Daryl Bradley and Thomas Bradley as Class I directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosures and the overall pay programs for its Named Executive Officers. Management is seeking this advisory approval as required by Section 14A and to validate its pay-for-performance philosophy: the program emphasizes a high proportion of at-risk compensation delivered through annual cash incentives and long-term equity (PSUs and RSUs) tied to multi-year metrics. The compensation framework ties annual bonuses to pre-tax adjusted net income and pre-tax adjusted net income before catastrophe losses (80% weight) and subjective management-by-objectives goals (20%), while PSUs are predominantly driven by Adjusted ROE (70%) and GWP (30%) with a +/-20% RTSR modifier to align payouts with relative shareholder returns. The Compensation Committee engaged an independent consultant, used peer benchmarking, and implemented enhanced ownership guidelines and clawback policies to mitigate risk and strengthen alignment with shareholders. The board’s recommendation for a “FOR” vote is justified by strong 2025 performance, demonstrated pay-for-performance outcomes (large CEO and NEO pay tied to performance), and prior shareholder support (approximately 92% approval in 2025), which management cites as validation of the program. Risks and governance considerations include potential perception issues around large equity grants and the use of non-GAAP metrics; the company has mitigations such as multi-year vesting, RTSR modifier, independent committee oversight, and an enhanced clawback policy. For an analyst evaluating merit, key points are: the program’s heavy reliance on multi-year performance metrics and RTSR linkage, the Compensation Committee’s governance practices and consultant involvement, and the company’s recent financial outperformance that materially increased actual payouts—factors that support management’s case but that also warrant ongoing shareholder scrutiny of targets, disclosure clarity, and dilution from equity grants. Overall, the proposal is a routine advisory confirmation of the compensation framework rather than a binding change to plan terms, and the Board frames it as a necessary endorsement of its current practices to preserve management’s incentive alignment with long-term shareholder value creation.
Ratify the appointment of Ernst & Young 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. | 10.52% | 2,789,133 | $333M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.60% | 1,218,960 | $146M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,198,537 | $143M |
| 4 | STATE STREET CORP | 4.01% | 1,062,288 | $127M |
| 5 | BlackRock, Inc. | 3.62% | 959,501 | $115M |
| 6 | WESTFIELD CAPITAL MANAGEMENT CO LP | 3.22% | 854,116 | $102M |
| 7 | Sumitomo Mitsui Trust Group, Inc. | 2.70% | 716,335 | $86M |
| 8 | Stephens Investment Management Group LLC | 2.70% | 714,914 | $85M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.22% | 589,696 | $70M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.22% | 588,549 | $70M |
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