Independent
Tenure on this board
7.3 yrs
Also a director at
Siriuspoint Ltd (SPNT)
11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent registered public accounting firm.
Election of eleven director nominees to hold office for one-year terms expiring at the 2027 Annual Meeting; each nominee will hold office until a successor is elected and qualified or until earlier death, resignation, disqualification or removal.
Non-binding, advisory 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 compensation tables.
This non-binding advisory proposal asks shareholders to approve the company’s 2025 executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying compensation tables. Management seeks this endorsement to validate its pay-for-performance approach, which emphasizes variable short- and long-term incentives tied to financial and strategic metrics (e.g., after-tax adjusted operating earnings per share, premium income, adjusted book value growth, cumulative dividend yield, and relative total shareholder return) and to demonstrate alignment between management and shareholder interests. The Human Capital Committee frames the program as balanced between cash and equity, with significant amounts at risk for executives and features such as CIUs, RSUs, PSUs, strategic objectives modifiers, clawback policies, stock ownership requirements, and risk assessments to mitigate excessive risk-taking. The company highlights recent outcomes—e.g., CIU payouts, long-term incentive structures, and the certification of performance measures—and describes shareholder outreach and historically strong say-on-pay support (92% in 2025) to support continuation of current practices. Management requests the advisory vote even though it is non-binding; it commits to considering shareholder feedback and the vote outcome in future compensation decisions. The Board recommends FOR the proposal on the basis that the compensation framework drives long-term value creation, aligns pay with performance metrics, and incorporates governance safeguards and shareholder engagement. Key governance context includes annual say‑on‑pay votes, independent consultant support for the Human Capital Committee, recoupment policies, and disclosure of rigorous target setting and adjustments for unusual items; these factors form the basis of management’s rationale for seeking shareholder endorsement. For investors evaluating merits, the proposal raises considerations about the degree of alignment between realized pay and multi-year performance, the effectiveness and transparency of metric adjustments and exclusions, and the sufficiency of governance controls—areas shareholders may weigh when casting an advisory vote and when engaging with the company.
Ratification of the Audit Committee's appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.0% | 11,255,502 | $822M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 9,339,402 | $682M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 6,941,460 | $507M |
| 4 | STATE STREET CORP | 3.2% | 5,147,425 | $376M |
| 5 | FMR LLC | 3.2% | 5,038,327 | $368M |
| 6 | BlackRock, Inc. | 3.0% | 4,782,385 | $349M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.3% | 3,617,719 | $264M |
| 8 | FIRST TRUST ADVISORS LP | 2.0% | 3,246,169 | $237M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 2,735,486 | $200M |
| 10 | LSV ASSET MANAGEMENT | 1.6% | 2,583,072 | $189M |
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