Not independent
Tenure on this board
5.0 yrs
5 nominees · 3 ballot items.
Election of five directors; non-binding advisory vote on named executive officers’ compensation (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect five director nominees to serve until their successors are elected and qualified (terms varying: three nominees for three-year terms, one for a two-year term, and one for a one-year term).
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company’s named executive officers. Management seeks this approval as a standard governance practice to obtain shareholder feedback on pay programs; the Board emphasizes that NEO compensation is heavily performance-based, with a large proportion of pay at-risk and tied to multi-year ROE and book value growth metrics, mandatory deferral of RSUs until separation, clawback provisions, and other governance features. The Compensation Committee and Board recommend a "FOR" vote, arguing that the plan aligns executive incentives with long-term shareholder value, uses negative discretion to avoid formulaic incentives that could encourage short-term risk-taking, and has robust clawback and ownership safeguards. Key context includes the company’s strong 2025 performance (21.2% ROE, record underwriting and investment income), recent stockholder outreach reflecting support for compensation design, and significant mandatory deferral and performance metrics tailored to the long-duration nature of insurance liabilities. Analysts should weigh the management defenses—emphasis on ROE and long-term LTIP and RSU structures—against shareholder concerns about pay quantum and potential governance effects; however, the company reports high say-on-pay support historically and robust shareholder engagement, which management cites as validation of its approach.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MITSUI SUMITOMO INSURANCE CO LTD | 15.79% | 58,780,450 | $3.9B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.08% | 18,925,841 | $1.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.96% | 14,750,233 | $978M |
| 4 | STATE STREET CORP | 3.87% | 14,405,410 | $955M |
| 5 | BlackRock, Inc. | 2.75% | 10,239,482 | $679M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.95% | 7,274,659 | $486M |
| 7 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.77% | 6,571,635 | $436M |
| 8 | BlackRock, Inc. | 1.64% | 6,099,704 | $404M |
| 9 | MORGAN STANLEY | 1.45% | 5,414,421 | $359M |
| 10 | Invesco Ltd. | 1.22% | 4,536,271 | $301M |
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