Independent
Tenure on this board
2.0 yrs
12 nominees · 3 ballot items.
Election of 12 directors; advisory (non-binding) approval of Named Executive Officers' compensation (Say on Pay); and ratification of Plante & Moran, PLLC as the independent registered public accounting firm for 2026.
Election of twelve nominated directors to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation paid to the Company's Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation program as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to reaffirm its pay-for-performance philosophy, which emphasizes a majority of at-risk compensation (notably performance-based PSUs and annual incentives tied to underwriting and premium growth metrics) to align executives’ interests with long-term shareholder value. The Compensation Committee highlights strong 2025 financial performance—including a 39.6% return on average common equity, significant TSR appreciation, and incentive payouts above target—as evidence that the program produced desired outcomes. A material context point is the one-time 2025 Retention Award and amended employment agreement for Executive Chairman Sean Downes (300,000 restricted shares plus enhanced incentive targets and an employment extension through 2029), which the committee justifies as necessary to retain critical leadership and provide continuity during potential succession windows. Management also describes conservative governance features—clawback policy, stock ownership guidelines, caps on incentive payouts, and a mix of time- and performance-based awards—to mitigate excessive risk-taking. The vote is non-binding; however, the Compensation Committee will consider the results when setting future compensation and has historically received strong shareholder support (approx. 94% in 2025). For an investor evaluating governance risk, the retention award and contract changes for the Executive Chairman are key items to weigh against the program’s performance alignment and disclosure. The Board recommends a FOR vote on the basis that the program attracts and retains experienced leadership and ties pay to both short- and long-term performance metrics, while the advisory nature of the vote means shareholders can signal concerns without directly changing pay arrangements.
Ratification of the Board’s selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.30% | 1,199,136 | $41M |
| 2 | DONALD SMITH CO., INC. | 4.20% | 1,173,537 | $40M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.00% | 1,115,721 | $38M |
| 4 | BlackRock, Inc. | 3.88% | 1,082,133 | $37M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.58% | 999,930 | $34M |
| 6 | BlackRock, Inc. | 3.21% | 894,576 | $31M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.87% | 801,402 | $27M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.73% | 761,987 | $26M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.36% | 659,453 | $23M |
| 10 | STATE STREET CORP | 2.17% | 605,385 | $21M |
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