NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 202012, 2021
TO THE SHAREHOLDERS OF EVEREST RE GROUP, LTD.:
The Annual General Meeting of Shareholders of Everest Re Group, Ltd. (the “Company”), a Bermuda company, will be held at Everest Re Group, Ltd., Seon Place, 4th Floor, 141 Front Street, Hamilton, Bermuda on May 11, 202012, 2021 at 11:00 a.m., local time, for the following purposes:
| 1. | To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber as directors of the Company, each to serve for a one-year period to expire at the |
| 2. | To appoint PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, |
| 3. | To approve, by non-binding advisory vote, |
| 4. |
To consider and act upon such other business, if any, as may properly come before the meeting and any and all adjournments thereof. |
The Company’s financial statements for the year ended December 31, 2019,2020, together with the report of the Company’s auditor in respect of those financial statements, as approved by the Company’s Board of Directors, will be presented at this Annual General Meeting.
Only shareholders of record identified in the Company’s Register of Members at the close of business on March 16, 202015, 2021 are entitled to notice of, and vote at, the Annual General Meeting.
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting in person, you are urged to vote by internet or telephone as directed on the enclosed proxy or by signing and dating the proxy and returning it promptly in the postage prepaid envelope provided.
| By Order of the Board of Directors | |
| Sanjoy Mukherjee | |
| Executive Vice President, | |
| General Counsel and Secretary | |
| April 9, | |
| Hamilton, Bermuda |
EVEREST RE GROUP, LTD.
PROXY STATEMENT
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
MAY11, 202012, 2021
MAY
TABLE OF CONTENTS
| PAGE | |
| GENERAL INFORMATION | 1 |
| EXECUTIVE SUMMARY | 3 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 4 |
| PROPOSAL NO. | |
| Information Concerning Director Nominees | |
| Information Concerning Executive Officers | |
| THE BOARD OF DIRECTORS AND ITS COMMITTEES | |
| Director Independence | |
| BOARD STRUCTURE AND RISK OVERSIGHT | |
| BOARD COMMITTEES | |
| Audit Committee | |
| Audit Committee Report | |
| Compensation Committee | |
| Compensation Committee Report | |
| Nominating and Governance Committee | |
| Code of Ethics for CEO and Senior Financial Officers | |
| Shareholder and Interested Party Communications with Directors | |
| COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS | |
| PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES | |
| DIRECTORS’ COMPENSATION | |
| | |
| COMPENSATION DISCUSSION AND ANALYSIS | |
| Summary Compensation Table | |
| | |
| Outstanding Equity Awards at Fiscal Year-End | |
| Shares Vested | |
| | |
| | |
| CEO PAY RATIO DISCLOSURE | |
| EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS | |
| Potential Payments Upon Termination or Change in Control | |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | |
| PROPOSAL NO. | |
| PROPOSAL NO. | |
| |
Proxy Statement
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
Held on May11, 202012, 2021 at Everest Re Group, Ltd., Seon Place, 4th Floor, 141 Front Street, Hamilton, Bermuda at 11:00 a.m. local time.
Held on May
The proxy statement and annual report to shareholders are available at
http:https://ir.everestre.com/phoenix.zhtml?everestre.gcs-web.com/annual-meeting-materials?c=70696&p=proxy
Proxy Statement
ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 11, 202012, 2021
The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) for use at the 20202021 Annual General Meeting of Shareholders of Everest Re Group, Ltd., a Bermuda company (the “Company”), to be held on May 11, 2020,12, 2021, and at any adjournment thereof. It may be revoked at any time before it is exercised by giving a later-dated proxy, notifying the Secretary of the Company in writing at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, or by voting in person at the Annual General Meeting. All shares represented at the meeting by properly executed proxies will be voted as specified and, unless otherwise specified, will be voted: (1) for the election of John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber as directors of the Company; (2) for the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for 20202021 and for authorizing the Company’s Board of Directors acting through its Audit Committee to determine the independent auditor’s remuneration; and (3) for the approval, by non-binding advisory vote, of the 20192020 compensation paid to the Named Executive Officers (as defined herein); and (4) for the approval of the Everest Re Group, Ltd. 2020 Stock Incentive Plan..
Only shareholders of record at the close of business on March 16, 202015, 2021 will be entitled to vote at the meeting. On that date, 50,310,57549,879,279 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this amount includes 9,719,971 Common Shares held by Everest International Reinsurance, Ltd. (“International Re”), the Company’s subsidiary. As provided in the Company’s Bye-laws, International Re may vote only 4,980,7464,938,048 of its shares. The outstanding share amount also excludes 30,45333,524 shares with no voting rights. The limitation of International Re’s voting shares to 4,980,7464,938,048 and the exclusion of 30,45333,524 shares with no voting rights results in 45,540,89745,063,832 Common Shares entitled to vote.
The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General Meeting require the affirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a quorum consisting of not less than two persons present in person or by proxy holding in excess of 50% of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be counted towards the presence of a quorum. However, such Common Shares and Common Shares owned by shareholders and not voted in person or by proxy at the Annual General Meeting
Proxy Statement 1
Proxy Statement
This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company for the year ended December 31, 20192020 (including financial statements) and the enclosed Proxy Card are first being mailed to the Company’s shareholders on or about April 9, 2020.2021.
Please note that given the extraordinarycontinued uncertainties and concerns relating to the Coronavirus or COVID-19, we may have to postpone the Annual General Meeting to a later date. In such instance, the Company would publicly announce a determination to postpone the meeting and the new date in a press release that would also be available at www.everestre.com as soon as practicable before the currently scheduled May 1112th meeting.
All references in this document to “$” or “dollars” are references to the currency of the United States of America.
The Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the attached Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any such matter comes before the meeting, including any shareholder proposal properly made, the proxy holders will vote proxies in accordance with their best judgment with respect to such matters. To be properly made, a shareholder proposal must comply with the Company’s Bye-laws and, in order for any matter to come before the meeting, it must relate to matters referred to in the attached Notice of Annual General Meeting.
2 Everest Re Group, Ltd.
This summary highlights certain information contained in the Company’s proxy statement. The summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement carefully.
Financial Highlights
Against the backdrop of a challenging market environmentthe challenges presented by the COVID-19 Pandemic (“Pandemic”) and despite a significant levellevels of natural catastrophe events, for a third consecutive year, the Company earned just over $1.0 billion$514 million of net income in fiscal year 2019. Further, gross2020. Gross written premiums grew by 8%15% to $9.1$10.5 billion, and the Company earned $872.4$300 million of net operating income and generated a 10.3%3.4% return on adjusted shareholders’ equity1. This level of performance demonstrates the strength of and success in our core strategic underwriting and risk management initiatives put into place in 2020, our ability to sustain periodicmultiple natural peril events, and yet maintain positive resultsour resilience in the face of extreme unexpected global financial and return throughsocial challenges presented by the cycle. Pandemic.
Indeed, over the last five years, inclusive of the significant catastrophe events of recent years and factoring in the last three years, EverestPandemic related losses, the Company generated an average operating return on equity of 9.1%6.8%. Such results were directly attributable to our core philosophy of long-term value creation for our shareholders by focusing on disciplined underwriting standards, diversifying our product line to maintain growth and protecting our capital base by employing intelligent protection measures designed to minimize against downside exposure.
Most importantly, though, we did not layoff, furlough or reduce the salaries of any of our employees due to the Pandemic. Indeed, the resilience of our franchise led by the dedication and hard work of our people helped us to achieve positive results for the year. Bolstered by disciplined expense management and our strong year-end cash flow of $2.9 billion, we were able to reward our employees with competitive merit increases, promotions, cash bonuses and share awards in recognition of their efforts in such unprecedented times.
Returning Value to Shareholders
We returned $258.9$449 million to shareholders in 20192020 in the form of dividends and share repurchases. The Company repurchased $24.6$200 million of shares and paid $234.3$249 million in dividends. In November 2019, the dividend was increased 11%, from $1.40 per share to $1.55 per share. Since year-end 2008, Everest has repurchased 39% of its outstanding shares, returning $3.0 billion of capital to shareholders.
Contribution of Insurance & Reinsurance Divisions to Overall Results
The success of our global diversification strategy and committed investment in the continued expansion of our insurance segment manifested in the record $2.8another milestone of $3.2 billion in premium written by the Everest Insurance® Insurance® division. Diligent portfolio management and underwriting actions to improve returns resulted in an improved 94.2% attritional combined ratio2 (compared to a 96.5% attritional combined ratio in 2019). Everest Insurance® division and generating over $81 million in underwriting income with a 95.8% combined ratio.2020 gross written premium increased 15% compared to 2019.
Our Reinsurance Division continued to execute on its strategy to reduce ourof volatility management and reduced exposure to natural catastrophe events, through effective hedging strategies and deploying additional capital toward casualty and other non-correlating profitable lines including mortgage.ultimately writing $7.3 billion in premiums with an 85.2% attritional combined ratio. The 2020 gross written premiums for the Reinsurance Division achieved a successful 95.4% combined ratio generating approximately $255 million in underwriting income. This is despite another year marked by significant catastrophe activity with industry insured losses estimated in excess of $50 billion.also increased 15% compared to 2019.
As the Company has grown in scale and complexity, the respective President & CEOs of the Reinsurance and Insurance divisions continue to engage collaboratively and cohesively with one another. Frequent and open communication between our executive leadership team under the direction of our CEO and oversight of our Board ensureensures a unified and proactive approach to risk management and underwriting discipline in order to generate the successful returns achieved in the past year.year as well as endure the unforeseen impacts of the Pandemic.
1Adjusted shareholders’ equity excludes net after-tax unrealized (appreciation) depreciation of investments. The Company generally uses after-tax operating income (loss), a non-GAAP financial measure, to evaluate its performance. Further explanation and a reconciliation of net income (loss) to after-tax operating income (loss) can be found at the back of the 10-K insert.
2 Attritional combined ratio excludes catastrophe losses, reinstatement premiums, prior year development and COVID-19 pandemic impact.
Proxy Statement 3
Executive Summary & ESG
ESG Discussion & Roadmap
Environment, social and governance (“ESG”) issues are growing in materiality and impact for all industries, with significant implications for board responsibilities. While, at its core, the risk management concepts underlying ESG have been in place at Everest since our inception, we recognize the enhanced focus on the financial materiality of ESG in terms of corporate responsibility and business opportunity. The sustainability of our Company is impacted not only by climate change and the heightened challenges of risk management, exposure analysis and product development, but it also depends on the strength and well-being of our employees, their diversity, professional development and opportunities to lead and satisfaction at work. Recognizing our impact on the environment and reaching out to the communities in which we operate to promote environmental awareness and support eco-friendly initiatives around the globe are integral to our strategic objectives. Thus, ESG is more than an annual compliance exercise. It is a core element of our long-term strategy and a philosophy that we endeavor to permeate across all operating disciplines including Human Resources, Actuarial, Finance and Accounting, Product Development, Underwriting, Enterprise Risk Management, Legal & Compliance, Claims, Information Technology, etc. The integration of ESG across our Company is the challenge we face going forward in support of our key strategic objective to create long-term value for our shareholders.
In addition to the summary descriptions below we encourage you to go to our website and review our Corporate Responsibility Report, which was first published in 2020. Although our Corporate Responsibility Report is on a two-year update cycle, we actively update and supplement the report real-time during the year to highlight key milestone accomplishments in climate risk reporting, diversity and inclusion initiatives and community outreach.
A table of 2020 ESG disclosure highlights, as well as a brief roadmap of upcoming disclosure goals and events, is as follows:
| March 2020 | Publication of Everest’s inaugural Corporate Responsibility Report, published in accordance with Global Reporting Initiative (“GRI”) standards. Updated on a two year cycle. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report |
4th Quarter 2020 | Publication of Everest’s supplemental disclosures under the Sustainability Accounting Standards Board (“SASB”) framework. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report |
| April 2021 | Publish supplemental ESG performance tables on Everest’s website for 2020 (e.g., employee demographic and other data) |
| 2021 | Monitor and compile energy usage and greenhouse gas emission data from Everest’s operations locations, starting with Everest’s U.S. Headquarters (where a majority of Everest employees are located) and then expanding to other offices across Everest. |
| 2021 / Early 2022 | Work towards compiling and publishing disclosures for 2021 in accordance with the Task Force on Climate-related Financial Disclosure (“TCFD”) set of guidelines. |
| 2022 | Publish Everest’s next full and new edition of its comprehensive Corporate Responsibility Report at or prior to the mailing of next year’s proxy statement. |
4 Everest Re Group, Ltd.
Executive Summary & ESG
Corporate Governance Profile and Compensation Best Practices
We are committed to operatingoperate our business consistent with sound corporate practices and strong corporate governance that promote the long-term interests of our shareholders, strengthen the accountability of the Board and management and help build trust in the Company. Our Board encourages and reviews management performance in the context of business practices that emphasize sustainability and best-in-class corporate governance. Our philosophy has always been to generate long-term value for our shareholders. This emphasis is reflected in our compensation philosophy, enterprise risk management, and business model. We further recognize the potential impact of such exogenous threats as climate change and natural resource depletion and
strive to incorporate such risks, to the extent they can be quantified, into our risk management profile to preserve sustainability of our business.
The Board adheres to the Company’s Corporate Governance Guidelines and Ethics Guidelines and Index to Compliance Policies, which are available on the Company’s website at http://www.everestre.com. The Board also aims to meet or exceed, where applicable, the corporate governance standards established by the New York Stock Exchange (“NYSE”). The Board regularly reviews the Company’s corporate governance policies and procedures to identify areas for improvement reflecting evolving best practices raised by our shareholders. In addition, as set forth in more detail in this proxy statement in the section entitled “Compensation Discussion and Analysis”, the Board strives to respond to shareholder concerns regarding compensation practices from a governance perspective.
Since the very beginning of the Pandemic, our top priority has been the health, safety, and well-being of our employees. In addition to not instituting any layoffs, furloughs, or salary reductions, our executive leadership team took proactive measures to remain engaged with all our colleagues across the Company including constant communication, logistics management and emotional support for our employees around the globe to help allay fears and anxieties resulting from the COVID-19 Pandemic. Empathy, transparency and comfort were the goals of our executive management team in communicating with our employees. The expanded investments over the past several years in our Information Technology in the form of personnel, upgraded equipment and migration of key business applications to a cloud environment facilitated our ability to adapt quickly to the government-imposed shutdowns of our offices around the globe.
The Company’s Pandemic response included:
| Early Immediate Response | Employees in all Everest locations throughout the world seamlessly shifted to remote work, allowing us to continue to serve our customers, place new and renewal business, communicate with brokers and insureds, and maintain our reputation of delivering outstanding service. |
| Formation of Task Force | The Company formed a COVID-19 Task Force comprised of leaders from various cross-functional areas to plan and oversee efforts throughout the globe. |
| Re-entry Approach | Developed a detailed, consistent, disciplined re-entry approach for each of our offices, with the recommendation to reopen an office based on assessment of key-readiness indicators (e.g., local government protocols, health and safety guidelines, re-entry status). |
| Re-entry Guiding Principles | •Health and safety of our employees is paramount; •Adopt a “smart follower” approach based upon evolving best practices and peer review; •Gradual return to the workplace, as we continue to observe social-distancing and enhanced cleaning procedures; •Initial re-entry limited to maximum of 25% of the staff; •Employees to retain fully functional remote office, in case of need to revert quickly to remote work; •Once an office is re-opened, continue to monitor key indicators, solicit feedback, adjust as needed, and continue to review readiness to increase capacity. |
Proxy Statement 5
Executive Summary & ESG
| Frequent Communication and Updates | Regular and frequent Virtual Town Hall meetings were held with employees world-wide, and a robust communication system was put in place to update all employees on latest developments and solicit feedback. A COVID-19 intra-company website portal was established, containing the latest available information including re-entry materials, guidelines, and relevant contact information for all office re-entry planners and coordinators. |
| Office Workplace Safety Measures & Guidelines | The Company undertook an extensive work-place safety review and update during the Pandemic in accordance with CDC and medical guidelines as well as local jurisdictional requirements. |
| Employee Mental Health and Well-being | Employees were provided with resources free of charge to help manage stress and anxiety. |
Formation of COVID-19 Task Force and Workplace Guidelines
When the Pandemic began, employees in all Everest locations throughout the world seamlessly shifted to remote work from home, allowing us to continue to serve our customers and deliver outstanding service. We formed a COVID-19 Task Force comprised of leaders from various cross-functional areas including human resources, information technology, claims, underwriting, legal, finance/accounting, corporate services, etc., to identify, plan, and implement procedures to manage our business and ensure the well-being of our employees in accordance with local government shut-down requirements and other regulations applicable to our offices around the globe. The primary responsibility of the Task Force was to develop a strategy to keep employees safe, continuously monitor local conditions and prepare Return to Work guidelines in accordance with government orders and readiness indicators. We held regular virtual global town hall meetings hosted by our CEO and the entire senior executive leadership team to address questions and concerns from our employees and their families about the Company’s financial position, job security and other matters. The centralized communication platform provided the ability for the Task Force to relay key status and information to our employees on a variety of fronts including government response information, local procedures, and status of offices around the globe. These virtual town hall dialogues provided an open forum for our employees to not only see and address our executive leadership team directly, but also interact and stay connected with their colleagues from various international locations during such an unprecedented time. Our employees expressed appreciation for the open and honest communication and the Company’s concern for their health and safety and the health and safety of their families. Many noted how far ahead we were in communicating when compared to our peers and other companies where another family member or spouse worked.
The Task Force was also integral to reviewing and implementing best practices for employee access to certain offices in accordance with Center for Disease Control and Prevention (“CDC”) and medical guidelines as well as local jurisdictional requirements. Based on recommendations from the Task Force and employee surveys, the Company identified several offices as part of a phased re-opening on a voluntary basis only and at limited capacity. In addition to enhanced cleaning and sanitization measures, each of those offices were equipped with directional signage, social distancing signage, and signage on practicing healthy hygiene and wearing face masks throughout the building. Restrictions were imposed on visitors and for any business travel. Employees were provided with medical grade and KN-95 masks, as well as sanitizing wipes and hand sanitizer in common areas. Our new U.S. Headquarters in Warren is equipped with glass partitions between workstations, touchless features and increased air ventilation and filtration systems. As a further employee benefit, the Company expanded its Sick Leave Policies to allow liberal use for COVID-related reasons. The Task Force issued a Re-entry Manual outlining these new protocols and procedures for each office location and held Town Hall meetings to train employees.
More recently, the Task Force has been coordinating closely with Human Resources on the vaccine rollout and exploring all options, including discussions with vendors to provide the vaccine to our employees once it becomes more widely available. The Task Force compiles and distributes educational materials and hosts webinars to encourage and educate employees on the benefits of the vaccine, without disrespecting an individual’s personal beliefs.
6 Everest Re Group, Ltd.
Executive Summary & ESG
Mental Health and Well-Being
We recognize that during this challenging time, many people may experience feelings that can become overwhelming. As such, employees were provided with resources free of charge to help manage stress and anxiety. Partnering with our health insurer, a 24-hour toll-free help line was offered to all employees across the globe as well as access to a podcast library on a variety of helpful topics, including health, wellness, and strategies to manage stress and encourage meditation. Recorded webinars with topics including Managing Anxiety, Financial Best Practices in Uncertain Times, and Tips for Managers to Support Employees were provided along with virtual yoga and fitness classes and a virtual health fair. These services were offered globally across the Everest offices and available to all employees on the Company’s intranet.
Everest also recognized World Mental Health Day with a week of events to support and encourage employees to seek help if needed. All employees were encouraged to shut-down their computers, turn off cellphones and take vacation time away from work related activities and take time to connect with their families and speak to their children to ease their anxieties.
Future of Our Workplace
Our goal is to work together in our offices once again when we can do so safely. We want to maintain and promote our Everest culture, which is best achieved through in-person collaboration. At the same time, we want to promote the positives gained from the lessons learned and benefits shown from working remotely and providing greater flexibility for our employees and their families.
Everest is proud of the steps it has taken and will continue to take in support of our employees both in response to the Pandemic and otherwise. We are honored to receive the distinction in September 2020 of being named one of the 2020 Best Places to Work in Insurance by Business Insurance, which recognizes employers for their outstanding performance in establishing workplaces where employees can thrive, enjoy their work, and help companies grow.
Diversity, Equity and Inclusion
Our strength and success derive from our diversity, and we are at our best when we embrace diverse views and perspectives. Our Board remainsis committed to diversity within its structure as well as emphasizing its importance in our senior executive leadership. We believe that diversity in gender, age, ethnicity and skill set allows for dynamic and evolving perspectives in governance, strategy, corporate responsibility, human rights and risk management. We have two highly respected women as members of our Board, one of whom serves as Chair of the Board’s key Underwriting Committee. Further, our executive leadership team includes our recently appointed Hispanic President and CEO,
Proactive diversity recruitment is an experienced female Executive Vice President who heads our global Human Resources department including Talent Development and an Asian Indian serving as our Executive Vice President and General Counsel and the head of our Bermuda affiliate. Further, we are committed to diversity as partintegral aspect of succession planning at the executive level byinvolving identifying and developing female and other minority leaders within the organization to assume more visible senior leadership roles. Our Talent Development team works with senior management to identify women and persons of color across the Company as potential leaders. These individuals are provided management and executive leadership training and education to enhance their skillsets and encourage promotions. Indeed, our executive officers are measured on their forward-thinking diversity initiatives as part of their annual performance evaluations. Such diversity at the most senior levels of our organization reflects our commitment to identify and develop highly qualified women and individuals from minority groupsof color to help lead our Company into the future.
Equality in opportunity, career development, compensation and respect for all individuals is a fundamental human right that is at the forefront of our culture and promoted not only within our workplace but also the global communities in which we operate. The events of 2020 highlighted the need to bring greater attention and awareness to social justice reforms across our Company and society. To that end, we announced a new Diversity, Equity and Inclusion (“DEI”) initiative. Our DEI initiative represents a long-term commitment to advancing an inclusive and diverse culture within our Company as well as encouraging and supporting our employees in bringing attention to human rights reform initiatives around the globe. As part of this initiative, and in an effort to bring greater awareness to the need of social justice reforms, our senior management team held a series of diversity “listening sessions” with employees in underrepresented groups including Black, African American, and Caribbean employees, and those of Black heritage. The listening sessions were expanded to sessions with female, Pan-Asian, Latinx/Latino and Hispanic, and LGBTQ+ employees. These sessions provided an opportunity for an honest and open dialogue with management about concrete ways in which the Company can execute on its commitment to
Proxy Statement 7
Executive Summary & ESG
diversity, equity and inclusion in the workplace and provided an opportunity to engage in robust dialogue about the employee experience at Everest. The turnout to these events by employees and senior management was highly successful, and the employee feedback has been incorporated into our short- and long-term DEI strategies.
Based in part on the feedback received during these listening sessions, the Company sponsored the formation of a Diversity, Equity and Inclusion Council. This Council is supported and mentored by a team of senior executives of the Company including our CEO, our Executive Vice President & Chief Human Resources Officer, and our Executive Vice President & General Counsel. The Council itself is composed of 15 employees from all levels who share their experiences and diverse views to develop ways to enhance the DEI culture across Everest. Membership on the Council is open to employees at every level of the Company who are dedicated to driving forward Everest’s DEI efforts. The Council works to help link Everest’s commitment to diversity with our overall business strategy, as well as advocate for, help execute on, and provide guidance and oversight on diversity efforts. The Council also works on Company-wide communication and facilitates opportunities for employees to network and exchange ideas about industry DEI practices. The Council partners with senior management and the Human Resources department to foster equitable employee development and career progression as well as diverse talent acquisition.
To raise awareness and ensure that a diverse group of voices is heard throughout Everest, the Council recommended the sponsorship of Employee Resource Groups (“ERGs”). ERGs provide fellowship, friendship and support to employees with similar cultural experiences. Participation in an ERG is open to all employees regardless of background to enhance career and personal development, exchange ideas and share cultural experiences and backgrounds to contribute to Everest’s vision and values. Initially, the Council formed two ERGs focusing on Everest’s African American and Black employees, as well as our LGBTQ+ employees.
A summary of just some of our recent DEI-related initiatives in 2020 include:
| Executive Leadership Focus on DEI | Under our CEO Juan C. Andrade’s leadership, Everest’s executive management has placed DEI efforts as a critical focus of the Company’s path forward. |
| Listening Sessions | These well-attended sessions provided an opportunity for an honest dialogue with management about concrete ways the Company can improve on DEI matters in the workplace. |
| Formation of DEI Council | The Council is charged with helping lead Everest’s DEI initiatives going forward. |
| Employee Resource Groups | Focused associations that provide fellowship, friendship and support to employees with similar cultural experiences. Participation in our ERGs is open to all employees regardless of background to enhance career and personal development and exchange ideas and share experiences and backgrounds to contribute to Everest’s vision and values. |
| Talent Acquisition Efforts | We have established new partnerships with the National African American Insurance Association, International Association of Black Actuaries, Diversity and Inclusion Center for Equity (DICE), and Grace Hopper (women in tech). These partnerships facilitated our participation in virtual career fairs and annual events hosted by these organizations. We enhanced our existing higher education partnerships to focus on diversity with four local universities near Everest’s U.S. headquarters (Rutgers University, Temple University, New Jersey Institute of Technology, and St. John’s University), as well as expand partnerships with Historically Black College and Universities including Johnson C. Smith University, Lincoln University, and Morgan State University. |
| Bias Awareness Training | Everest has partnered with Blue Ocean Brain, an on-demand learning resource that uses flexible and modern microlearning content focused on diversity, equity and inclusion topics, and curated specifically for executives, managers and individual contributors. Bias awareness training is mandatory for all employees and is integrated into our new manager training curriculum. |
8 Everest Re Group, Ltd.
Executive Summary & ESG
| Charitable Donations | The Company expanded its Company-wide matching gift program in June 2020 to support charities that support the fight against social injustice, inequality, racism, and discrimination, and in June 2020, Everest itself made a donation of $200,000 split between the NAACP and the Equal Justice Initiative. |
Corporate Responsibility and Sustainability
We believe that our future is determined by actions taken today that go beyond just business strategy, but also encompass the values important to our employees and the communities in which we operate that define our corporate responsibility and maintain sustainability. Everest’s value commitments include: providing a diverse and inclusive work environment that offers employees the opportunity to further their development; supporting our communities through the donation of time and financial resources; working with our clients and customers toward finding environmentally sustainable solutions to the adverse impacts of climate change; and maintaining our integrity across all aspects of the Company.
Further details of our progress in the areas of diversity, gender pay equity, talent development, environmental, social and governance can be found in our inaugural Corporate Responsibility Report.Report which we published in March 2020. We invite shareholders to carefully review the report which is available on the front page of the Company’s website under the “Corporate Responsibility” header at http://www.everestre.com and welcome feedback on our progress. Although our report is written in accordance withprogress and the report. Our inaugural Corporate Responsibility Report was published under the Global Reporting Initiative (“GRI”) sustainability reporting standards,framework. In 2020, we are working toward also making oursupplemented the Report with additional disclosures compliant with the Sustainability Accounting Standards Board (“SASB”). standards, which may also be found in the same section of the Company’s website. Finally, for 2021, our Company will be expanding its climate related reporting framework to include disclosures under the Task Force on Climate-related Financial Disclosure (“TCFD”) set of guidelines.
Community Outreach & Volunteer Work
As a Company,responsible corporate citizens, we believe strongly in the importance of advocating for change, giving back to global communities and helping those less fortunate. Our mission is to support education, health, social and environmental issues that impact our neighbors. This is why we founded Everest Charitable Outreach (“ECO”) in 2017. Everest Charitable Outreach is a community service organization sponsored by the Company that coordinates employees to work with charities in the local communities where we operate. In furtherance of this goal, over the last year our employees volunteered thousands of hours to support a range of charitable causes including working with Habitat for Humanity to build homes for working families in need; participating in United Way’s Tools for School program by donating backpacks filled with school supplies to students in need; supporting community food and clothing drives; supporting our military families during the holiday season; donating blood through the American Red Cross; and partnering with Rise Against Hunger to pack nutritious meals for distribution to organizations around the world.
Through ECO, we partner with organizations that use their funds directly for their causes with limited overhead expense. We endeavor to assure that at least 80% of the Company’s financial donations to each of our partner organizations goes directly to the community endeavors being supported. But donation of time is more important to ECO than financial support.
The cornerstone of ECO’s community outreach efforts involves working closely with our local offices around the globe in developing programs encouraging active and reliable employee participation in a variety of events within their local communities and neighborhoods. In furtherance of this goal, and in spite of the challenges presented throughout the COVID-19 Pandemic, we were proud to see our employees take the initiative in committing thousands of hours in 2020 to support a range of charitable causes including a winter clothing drive where Everest employees donated bags full of winter clothing to benefit the homeless; participating in United Way’s Tools for School program by donating funds for school supplies to students in need; supporting Habitat for Humanity; participating in a Valentine’s day lunch for veterans; volunteering at a local farm near the Everest U.S. headquarters picking produce to bring to local food pantries; and an “Everest Walking Challenge,” where 320 employees counted steps per day for charity, and the winning team earned the opportunity to select multiple charitable organizations which received a total of $50,000 on behalf of Everest. The Everest Insurance® Transactional Risk team partnered with some of our clients and the Mergers and Acquisitions underwriting community to help raise funds for the Memorial Sloan Kettering Cancer Center in support of a cure for rare cancers at a local Cycle for Survival event.
Due to limitations on in-person efforts as a result of COVID-19 Pandemic, Everest ran a Company-wide matching gift campaign in 2020 for charities directly assisting with pandemic relief (e.g., hospitals, health care workers, first responders, food banks, and similar organizations). Everest also supported charities that support the fight against social injustice, inequality, racism and discrimination.
Proxy Statement 9
Executive Summary & ESG
Among some of the more notable examples of our employees going above and beyond to support our communities in response to the Pandemic was Bianca Armand. Bianca, a member of the National Guard, was called to help construct an emergency Field Medical Station at the Meadowlands Exposition Center in New Jersey. As a result of her efforts, hundreds of COVID-19 patients were provided a place to recover when hospitals were at capacity.
Early in the Pandemic Sanjoy Mukherjee, Executive Vice President and General Counsel, did his part to help support the doctors, nurses and other heroes risking their lives to deal with the crisis. A pilot with 30 years of flying experience, he used his personal homebuilt airplane to fly between several states to transport PPE including masks, gloves, face shields, gowns and other equipment to hospitals along the East Coast where such equipment was unavailable or in short supply. He and a group of volunteer private pilots flew several such missions on their own time in a small gesture to help their communities in any way during such unprecedented times.
Policy
As a global (re)insurance organization, our business involves protecting our customers through insurance and reinsurance from the impact of natural catastrophes, including large scale weather events that are more frequent events. Insured losses from natural catastrophes have steadily increased on average for the last two decades, due in large part to human population growth, urbanization, economic development and a higher concentration of assets in exposed areas, and these losses will be further aggravated by the human impact on climate change. There is also a trend of increasing losses from secondary perils from localized small and/or severe.mid-sized events.
Climate change is a real and persistent threat. We recognize the global impact of climate change on extreme natural perils and the fact that insurance is a critical risk transfer component for economic and social recovery from the effects of extreme natural catastrophe events. Accordingly,The rise in air and sea temperatures is contributing to the increase in both frequency and intensity of extreme weather events. These events can become catastrophic for people all around the globe. The devastation caused by disasters like floods, droughts, wildfires, and hurricanes is getting more and more severe as the global climate continues to change.
We have an opportunity and the responsibility to manage a risk environment made volatile by global climate change. We recognize that insured losses due to extreme weather events are increasing over time, and that as climate change worsens, these losses will continue to grow. This is why we have developed a data-driven approach to responding to these risks in all aspects of our business, from modelling, to actuarial to underwriting, and can draw upon not only industry sources of data but also data and information from our own extensive claims and underwriting portfolios given Everest’s 48-plus years of operating history as a global insurance and reinsurance organization. Our pricing and exposure models strive to quantify the human impact on global warming and climate change to better allow us to price the risk products we sell and how we deploy our risk capital.
We are committed to providing solutions that help our clients manage the impact of their business on the environment, and mitigate financial risk associated with exposure to climate change. However, while the benefit of risk transfer through insurance on the global economy is paramount in helping families and entire communities rebuild homes and businesses and keep people working, we also seek to influence change in behavior to improve the environment and mitigate the human impact on climate change. To that end, our risk portfolios are expanding to provide broad insurance and reinsurance protection for renewable energy programs and environmentally sound private and public construction projects, At the same time, we look to reduce our capacity and exposure to regions more susceptible to increased severity of climate change, thereby, proactively curbing the expansion of human activity into environmentally sensitive locations.
We also continue to monitor, control and reduce where possible our own ecological impact, while at the same time, remaining pro-active and forward-looking in preserving our sustainability in a changing climate and weather environment. Among our goals as a Company is to achieve a zero emissions workplace across all of our offices by 2050.
Finally, as noted below, Everest is a signatory to the Principles for Responsible Investment and has supported a policy in place since late 2019 by Everest’s fixed income manager, which manages a majority of Everest’s assets under management, to restrict any further purchases of bonds issued by companies that derive 25 percent or more of their revenue from coal. We have reduced the coal exposure in our investment portfolio and insurance premium income derived from coal-related business significantly since 2019.
10 Everest Re Group, Ltd.
Executive Summary & ESG
Memberships and Affiliations
The Company is active in various affiliations and memberships to help carry out its environmental policy. For instance, through our affiliation with the Geneva Association we provide financial support to study the impact of and possible solutions for these threats to our economies and the human condition. The Companyexample, Everest has also been a long-time active and contributing member of the Reinsurance Association of America (“RAA”), whose advocacy work includes efforts to identify ways the (re)insurance sector can minimize the effects of climate change along with a commitment to work with policymakers, regulators, and the scientific, academic and business communities to assist in promoting awareness and understanding of the risks associated with climate change. The Company’s participation in the RAA includes membership on the RAA’s Extreme Events Committee that focuses on catastrophe modeling improvements to reflect climate change. The RAA’s statement on climate change policy is located at www.reinsurance.org/Advocacy/RAA_Policy_Statements. Finally, Everest is also a signatory to the United Nations’ supported Principles for Responsible Investment and has been incorporating Environmental, Social and Governance (“ESG”) principles into our investment guidelines and decisions in accordance with UN-PRI Principles. The UN-PRI is the world’s leading proponent of responsible investment, with over 2,3003,000 signatories representing more than US$82103 trillion in assets under management. The UN-PRI defines responsible investment as a strategy and practice to incorporate ESG factors into investment decisions and active ownership.
Risk Management Profile
We also strive to incorporate environmental risks, to the extent they can be quantified, into our risk management profile. We have a highly developed Enterprise Risk Management (“ERM”) practice that identifies key risks to which the Company is exposed and establishes tolerance levels and mitigation strategies to preserve the sustainability of our business. Environmental risks, including those directly related to climate change, feature prominently in the Company’s ERM goals. Standard & Poor’s (“S&P”) rating of the Company’s ERM process as “Robust” in its December 2019 rating2020 report places the Company among the top ratings of Bermuda and North American (re)insurers. The S&P report notes that Everest has “demonstrated a strong commitment to enhancing its ERM framework and has consistently managed to risk-adjusted return metrics.”
Operations
While Everest, as a (re)insurance organization, has a modest ecological footprint, the Company nonetheless strives to maintain an environmental conscience in its operations as part of its stance toward environmental policy. For instance, in light of expanding office space requirements occasioned by growth, Everest is focused on office properties that exhibit positive environmental features. This includes Everest’s core locations where a majority of employees are located, such as:
Our new and recently opened U.S. operational headquarters in New Jersey which is on track for LEED and Energy Star certifiedSilver certification and contains such features as a green roof, charging stations for electric vehicles, workspaces that maximize the use of natural light and various other sustainabilitysustainable and energy savingsenergy-saving features;
Our Bermuda headquarters building that incorporates such features as double glazed solar controlled glass, air conditioning which is water cooled using sea water, and energy-conserving lighting; and
Our New York City office building, where Everest is now a major tenant following recent employee and business expansion, which is LEED Gold and Energy Star certified.
Everest also promotes flex hours and a work-from-home policy to help reduce traffic congestion at any given office location at any given point in time. We also incorporate a paperless claims processing system designed to significantly reduce the need for printing hard copies of claims files.
We are also proud that in June 2020, Everest received the United Way of Northern New Jersey Impact Award for its recently opened U.S. headquarters, which is given for a real estate project considered to have had the most positive impact in northern New Jersey during the past year.
Proxy Statement 11
Executive Summary & ESG
Underwriting and Environmental Solutions & Practices
The Company continuously researches external and internal data to assess and refine our pricing, modeling, and underwriting practices related to climate risks. We recognize that over an extended period of time, sustained shifts in atmospheric and climate dynamics could give rise to increased probability and severity of extreme events. To meet this challenge, our underwriting, actuarial, ERM, claims and catastrophe modeling teams work in unison to research and analyze external raw climate and meteorological data in conjunction with our internal claims and loss information data to assess geographical impacts of climate change in order to develop predictive analytics models to improve pricing, product development and claims management. In order to timely respond to changing circumstances in this area that may impact areas of Everest’s business and continually ensure that the Company’s senior executive management and Board are up-to-date, our climate risk monitoring structure promotes identification and reporting of climate risks throughout the year as shown in the chart to the right.
Everest has also been at the forefront in continuing to develop advanced insurance solutions and products related to environmental risk for our clients, including coverages for specialized environmental contractors as well as industrial and commercial component manufacturers. Our loss control teams work with our clients and policyholders in these industries developing and implementing loss prevention practices and workplaces that not only promote worker safety at our clients’ facilities, but integrate the latest environmentally sustaining materials and practices at their locations. In recent years, Everest has also been an increasingly active supporter of renewable energy transactions through structured credit insurance, including wind farm projects, in various locations around in the world.
Shareholder Feedback
As part of our governance practices, we annually reach out to our top 10 to 20 institutional investors to gauge emerging best practices themes in governance and shareholder values. Because of the practical limitations in meeting with all of our shareholders, we augment such outreach with publications, seminars and other materials in order to continually assess our governance standards. Based on the feedback of our shareholders, the Board has takentook the following key actions effective January 1, 2020:
Effective January 1, 2020, the Board implemented a cap on non-employee director compensation to $450,000.
The Board expanded its climate change initiatives and policy and integrated climate change risk within its risk management oversight and the Company’s sustainability report.
Highlights of our corporate governance and compensation best practices include:
| Governance Profile Best Practice | Company Practice | |
| ✔ | Size of Board | 9 |
| ✔ | Number of Independent Directors | 7 |
| ✔ | Board Independence Standards | The Board has adopted director independence standards stricter than the listing standards of the NYSE |
| ✔ | Director Independence on Key Committees | The Board’s Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors |
| ✔ | Separate Chairman and CEO | Yes |
| ✔ | Independent Lead Director | Yes |
| ✔ | Annual Election of All Directors | Yes |
| ✔ | Majority Voting for Directors | Yes |
| ✔ | Board Meeting Attendance | Each director or appointed alternate director attended 100% of Board meetings in |
12 Everest Re Group, Ltd.
Executive Summary & ESG
| ✔ | Annual General Meeting Attendance | Director attendance expected at Annual General Meeting per Governance Guidelines, and 100% of directors attended the |
| ✔ | No Over-Boarding | Directors are prohibited from sitting on the boards of competitors |
| ✔ | Regular Executive Sessions of Non-Management Directors | Yes |
| ✔ | Shareholder Access | No minimum share ownership or holding thresholds necessary to nominate qualified director to Board |
| ✔ | Policy Prohibiting Insider Pledging or Hedging of Company’s Stock | Yes |
| ✔ | Annual Equity Grant to Non-Employee Directors | Yes |
| ✔ | Annual Board and Individual Director Performance Evaluations | Yes |
| ✔ | Clawback Policy | Clawback Policy covering current and former employees, including Named Executive Officers, providing for forfeiture and repayment of any incentive based compensation granted or paid to an individual during the period in which he or she engaged in material willful misconduct including but not limited to fraudulent misconduct |
| ✔ | Code of Business Conduct and Ethics for Directors and Executive Officers | Yes |
| ✔ | No Separate Change in Control Agreement for the CEO | CEO participates in the Senior Executive Change in Control Plan (“CIC Plan”) along with the other NEOs |
| ✔ | No Automatic Accelerated Vesting of Equity Awards | Accelerated equity vesting provisions are not and will not be incorporated in the employment agreements of any Named Executive Officer |
| ✔ | Double Trigger for Change-in-Control | Yes |
| ✔ | No Excise Tax Assistance | No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change-in-control |
| ✔ | Say on Pay Frequency | Say on Pay Advisory Vote considered by Shareholders annually |
| ✔ | No Re-pricing of Options and SARs | The Board adheres to a strict policy of no re-pricing of Options and SARs |
| ✔ | Minimum Vesting Period of Options and Restricted Shares | Minimum 1-year vesting period for equity awards However, the Board has always instituted a 5-year vesting period for equity awards to executive officers except for performance shares which must meet key performance metrics over the course of 3 years prior to settlement 3-year vesting period for equity awards to Directors |
| ✔ | Share Recycling | No liberal share recycling |
| ✔ | Stock Ownership Guidelines for Executive Officers | Six times base salary for CEO; three times base salary for other Named Executive Officers |
| ✔ | Stock Ownership Guidelines for Non-Management Directors | Six times annual retainer |
| ✔ | Use of Performance Shares as Element of Long-Term Incentive Compensation | Yes |
Proxy Statement 13
Executive Summary & ESG
Voting Matters and Board’s Voting Recommendations
| Proposal | Board’s Voting Recommendations | Page |
Election of Director Nominees (Proposal 1) | FOR ALL DIRECTOR NOMINEES | |
Appointment of PricewaterhouseCoopers LLP as Company Auditor (Proposal 2) | FOR | |
Non-Binding Advisory Vote on Executive Compensation (Proposal 3) | FOR | |
91 |
Proposal No. 1—1 - Election Ofof Directors
The Board of Directors recommends that you vote FOR the director nominees described below. Proxies will be so voted unless shareholders specify otherwise in their proxies.
At the 20202021 Annual General Meeting, the nominees for director positions are to be elected to serve until the 20212022 Annual General Meeting of Shareholders or until their qualified successors are elected or until such director’s office is otherwise vacated. At its regularly scheduled meeting on February 26, 2020,23, 2021, the Nominating and Governance Committee recommended to the Board the nominations of John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber, all of whom are currently directors of the Company. The Board accepted the Nominating and Governance Committee recommendations, and each nominee accepted his or her nomination. It is not expected that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the meeting, proxies will be voted for such persons as the Board shall recommend, unless the Board reduces the number of directors accordingly. There are no arrangements or understandings between any director or any nominee for election as a director, and any other person pursuant to which such person was selected as a director or nominee.
Important Factors in Assessing Board Composition
The Nominating and Governance Committee strives to maintain an engaged, independent Board with broad and diverse experience, skills, and judgment that is committed to representing the long-term interests of our shareholders. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Committee considers each nominee’s character, independence, leadership, financial literacy, personal and professional accomplishments, industry knowledge and experience.
For incumbent directors, the factors also include attendance and past performance on the Board and its committees. Each director nominee has a demonstrated record of accomplishment in areas relevant to the Company’s business and qualifications that contribute to the Board’s ability to effectively function in its oversight role.
The Nominating and Governance Committee seeks current and potential directors who will collectively bring to the Board a variety of skills, including:
Leadership: Demonstrated ability to hold significant leadership positions and effectively manage complex organizations is important to evaluating and developing key management talent.
Insurance and/or Reinsurance Industry Experience: Experience in the insurance and/or reinsurance markets is critical to strategic planning and oversight of our business operations.
Risk Management: Experience in identifying, assessing and managing risks is critical to oversight of current and emerging organizational and systemic risks in order to inform and adapt the Company’s strategic planning.
Regulatory: Understanding of the laws and regulations that impact our heavily regulated industry, as well as understanding the impact of government actions and public policy. Both areas are important to oversight of insurance operations.
Finance and Accounting: Financial experience and literacy are essential for understanding and overseeing our financial reporting, investment performance and internal controls to ensure transparency and accuracy.
Corporate Governance: Understanding of corporate governance matters is essential to ensuring effective governance of the Company and protecting shareholder interests.
Business Operations: A practical understanding of developing, implementing and assessing our business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan, risk management and long-term sustainability strategy.
Proxy Statement 15
Proposal No. 1 - Election of Directors
Information Technology/Cybersecurity: A practical understanding of information systems and technology use in our business operations and processes, as well as a recognition of the risk management aspects of cyber risks and cyber security.
International: Experience and knowledge of global insurance and financial markets is especially important in understanding and reviewing our business and strategy.
In addition to evaluating a candidate’s technical skills relevant to the success of a large, publicly traded company in today’s business environment, our Board considers additional intangible factors including an understanding of our business and technology; education and professional background; and geographic, gender, age and ethnic diversity. Each director must demonstrate critical thinking, clear business ethics, an appreciation for diversity and commitment to sustainability. The Nominating and Governance Committee’s objective is to recommend a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience and perspectives.
16 Everest Re Group, Ltd.
Proposal No. 1—1 - Election Ofof Directors
Each nominee’s biography below includes a summary of the key skills and experience of such nominee that contribute to the director’s ability to effectively oversee the Company and act in the long-term best interests of shareholders.
JOHN J. AMORE
   | Age: Director Since: September 19, 2012 Independent Committees: • Audit • Compensation (Chair) • Nominating and Governance • Underwriting |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Finance and Accounting
Corporate Governance
Business Operations
International
Risk Management
Claims
Background:
Mr. Amore retired as a member of the Group Executive Committee of Zurich Financial Services Group, now known as Zurich Insurance Group, Ltd., in 2010, for which he continued to act as a consultant through 2012. From 2004 through 2010, he served as CEO of the Global General Insurance business segment after having served as CEO of the Zurich North America Corporate business division from 2001 through 2004. He became CEO of Zurich U.S. in 2000, having previously served as CEO of the Zurich U.S. Specialties business unit. Before joining Zurich in 1992, he was vice chairman of Commerce and Industry Insurance Company, a subsidiary of American International Group, Inc. (“AIG”). Mr. Amore served as a delegate for the Geneva Association, and is an Overseer Emeritus of the Board of Overseers for the School of Risk Management, Insurance and Actuarial Science at St. John’s University in New York, a member of the Board of Directors of the W. F. Casey Foundation, Brooklyn, New York and a member of the Board of Trustees and Finance, Audit and Investment Committees of Embry-Riddle Aeronautical University.
Proposal No. 1—1 - Election Ofof Directors
JUAN C. ANDRADE, CEO & PRESIDENT
Age: Director Since: February 26, 2020 Non-Independent Committees: • Investment Policy • Underwriting • Executive |
Qualifications and Skills:
| • | Executive Leadership | • | Corporate Governance |
| • | Insurance/Reinsurance Industry Experience | • | International |
| • | Finance and Accounting | • | Risk Management |
| • | Business Operations | • | Regulatory |
| • | Mergers and Acquisitions | • | Claims |
| • | Marketing and Branding |
Background:
Mr. Andrade became Chief Executive Officer and President of the Company, Everest Re, Everest Global Services, Inc. (“Everest Global”) and Everest Holdings on January 1, 2020. Mr. Andrade also serves as Chairman of the Board of Bermuda Re and International Re. He is also a director of Everest Holdings, Everest Global and Everest Re Advisors, Ltd (“Everest Re Advisors”), as well as Chairman of the Board and President of Mt. Whitney Securities, LLC (“Mt. Whitney”).
Prior to joining the Company, Mr. Andrade was Executive Vice President at Chubb Group, Ltd. (“Chubb”), and President of Chubb Overseas General Insurance from 2010 to 2019. At Chubb, Mr. Andrade was responsible for the company’s general insurance business in over 50 countries outside North America, including commercial P&C, traditional and specialty personal lines, and accident and health insurance. Prior to ACE’s acquisition of Chubb in 2016, he was also Executive Vice President of ACE, and Chief Operating Officer for ACE Overseas General, with responsibilities both in the United States and international. From 2006 to 2010, he served as President and Chief Operating Officer, P&C and President, Commercial Markets at The Hartford Financial Services Group. From 1996 to 2005, he served as General Manager, Gulf Coast Region forheld senior management positions with The Progressive Corporation.
Proposal No. 1—1 - Election Ofof Directors
WILLIAM GALTNEY, INDEPENDENT LEAD DIRECTOR
  | Age: Director Since: March 12, 1996 Independent Committees: • Audit • Compensation • Executive • Nominating and Governance (Chair) • Underwriting |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Finance and Accounting
Investments
Merger & Acquisition
Corporate Governance
Business Operations
Risk Management
Claims
Marketing and Branding
Background:
Mr. Galtney served as a director of Everest Re from March 1996 to February 2000. Thereafter he became a director of the Company upon the restructuring of Everest Holdings. Since April 1, 2005 he has been President and CEO of Galtney Group, Inc. Prior thereto, he was President (from June 2001 until December 31, 2004) and Chairman (until March 31, 2005) of Gallagher Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of Arthur J. Gallagher & Co. (“Gallagher”). From 1983 until its acquisition by Gallagher in June 2001, Mr. Galtney was the Chairman and Chief Executive Officer of Healthcare Insurance Services, Inc. (predecessor to GHIS), a managing general and surplus lines agency previously indirectly owned by The Galtney Group, Inc.
Proposal No. 1—1 - Election Ofof Directors
JOHN A. GRAF
  | Age: Director Since: May 18, 2016 Independent Committees: • Audit • Compensation • Nominating and Governance • Investment Policy |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Corporate Governance
Risk Management
Finance and Accounting
Investments
International
Business Operations
Regulatory
Background:
Mr. Graf serves as the Non-Executive Vice Chairman of Global Atlantic Financial Group (“Global Atlantic”) and joined the Board of Directors upon Global Atlantic’s acquisition of Forethought Financial Group (“Forethought Financial”) in 2014. He served as Chairman and CEO of Forethought Financial from 2006 to 2014. He serves on the Audit, Risk and Compliance Committees of Global Atlantic. Until December 2015, he served as a non-executive director of QBE Insurance Group Limited where he chaired the Investment and Personnel Committees. In 2005, he served as Chairman, CEO and President of AXA Financial, Inc. where he also served as Vice Chairman of the Board and President and Chief Operating Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY Life Insurance Company. From 2001 through 2004 he was the Executive Vice President of Retirement Savings, AIG as well as serving as Vice Chairman and member of the Board of Directors of AIG SunAmerica following AIG’s acquisition of American General Corporation in 2001, where he served as Vice-Chairman.
Proposal No. 1—1 - Election Ofof Directors
MERYL HARTZBAND
  | Age: Director Since: May 23, 2019 Independent Committees: • Audit • Compensation • Investment Policy • Nominating and Governance |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Finance and Accounting
Investments
Merger & Acquisition
Corporate Governance
Business Operations
Risk Management
Background:
Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital, where she also served as the firm’s Chief Investment Officer. Additionally, from 1982 to 1999, she served as Managing Director at J.P. Morgan & Co., specializing in private equity investments in the financial services industry. She currently serves on the Board of Directors at Greenhill & Co. and Conning Holdings Ltd. She has previously been a director at The Navigators Group, Inc., Travelers Property Casualty Corp., AXIS Capital Holdings Limited, ACE Limited, and numerous portfolio companies of Stone Point.
Proxy Statement 21
Proposal No. 1—1 - Election Ofof Directors
GERRI LOSQUADRO
  | Age: Director Since: May 14, 2014 Independent Committees: • Audit • Compensation • Nominating and Governance • Underwriting (Chair) |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Corporate Governance
Finance and Accounting
Risk Management
Business Operations
International
Information Technology/Cyber Security
Claims
Background:
Ms. Losquadro retired in 2012 as Senior Vice President and head of Global Business Services at Marsh & McLennan Companies, Inc. (“MMC”) and served on the MMC Global Operating Committee. Prior to becoming a senior executive at MMC, Ms. Losquadro was a Managing Director and senior executive at Guy Carpenter responsible for brokerage of global reinsurance programs including all insurance lines and treaty and facultative and development and execution of Guy Carpenter’s account management program. From 1986 to 1992, Ms. Losquadro held senior leadership positions at AIG’s American Home Insurance Company and AIG Risk Management. From 1982 to 1986, she served as Manager of Special Accounts of Zurich Insurance Group.
Proposal No. 1—1 - Election Ofof Directors
ROGER M. SINGER
  | Age: Director Since: February 24, 2010 Independent Committees: • Audit (Chair) • Compensation • Nominating and Governance |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Corporate Governance
Finance and Accounting
Regulatory
International
Legal
Mergers & Acquisitions
Background:
Mr. Singer was elected as director of Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and International Re, both Bermuda subsidiaries of the Company, on January 17, 2012. Mr. Singer, currently retired, was the Senior Vice President, General Counsel and Secretary to OneBeacon Insurance Group LLC (formerly known as CGU Corporation) and its predecessors, CGU Corporation and Commercial Union Corporation, from August of 1989 through December 2005. He continued to serve as director and consultant to OneBeacon Insurance Group LLC and its twelve subsidiary insurance companies through 2006. Mr. Singer served with the Commonwealth of Massachusetts as the Commissioner of Insurance from July 1987 through July 1989 and as First Deputy Commissioner of Insurance from February 1985 through July 1987. He has also held various positions in state and federal government, including Assistant Secretary, Office of Consumer Affairs and Business Regulation, Commonwealth of Massachusetts, Assistant Attorney General, Office of the Massachusetts Attorney General and Staff Attorney, Federal Trade Commission.
Proposal No. 1—1 - Election Ofof Directors
JOSEPH V. TARANTO, CHAIRMAN
  | Age: Director Since: March 12, 1996 Non-Independent Committees: • Executive • Investment Policy |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Business Operations
Corporate Governance
Finance and Accounting
Mergers & Acquisitions
Investments
Regulatory
International
Risk Management
Marketing and Branding
Background:
Mr. Taranto is a director and Chairman of the Board of the Company.Company, as well as a part-time, non-executive employee of the Company’s affiliate, Everest Global, as of January 1, 2020. He retired on December 31, 2013 as Chief Executive Officer of the Company and Chief Executive Officer and Chairman of the Board of Everest Holdings and Everest Re, in which capacity he had served since October 17, 1994. On February 24, 2000, he became Chairman of the Board and Chief Executive Officer of the Company upon the restructuring of Everest Holdings. Between 1986 and 1994, Mr. Taranto was a director and President of Transatlantic Holdings, Inc. and a director and President of Transatlantic Reinsurance Company and Putnam Reinsurance Company (both subsidiaries of Transatlantic Holdings, Inc.). Mr. Taranto was selected to serve on the Board because of his considerable experience as CEO of publicly traded international insurance and reinsurance companies, intimate knowledge of the Company’s operations and significant insight into the insurance and reinsurance markets.
Proposal No. 1—1 - Election Ofof Directors
JOHN WEBER
  | Age: Director Since: May 22, 2003 Independent Committees: • Audit • Compensation • Executive • Investment Policy • Nominating and Governance |
Qualifications and Skills:
Executive Leadership
Insurance/Reinsurance Industry Experience
Business Operations
Finance and Accounting
Investments
International
Mergers & Acquisitions
Corporate Governance
Risk Management
Background:
Mr. Weber was elected as director of Bermuda Re and International Re, both Bermuda subsidiaries of the Company, on January 17, 2012. Since December 2002, he has been the Managing Partner of Copley Square Capital Management, LLC, a private partnership. From 1990 through 2002, Mr. Weber was affiliated with OneBeacon Insurance Group LLC and its predecessor companies. During that affiliation, he became the Managing Director and Chief Investment Officer of the OneBeacon insurance companies and the President and CEO of OneBeacon Asset Management, Inc. (formerly CGU Asset Management, Inc.) with overall responsibility for the North American investment activities of the CGU companies (now Aviva plc). From 1988 through 1990, Mr. Weber was the Chief Investment Officer for Provident Life & Accident Insurance Company and a director of Provident National, and from 1972 through 1988 was associated with Connecticut Mutual Life Insurance Company (“Connecticut Mutual”) and its affiliate, State House Capital Management Company (“State House”) (a pension and mutual fund pension advisor), eventually serving as Senior Vice President of Connecticut Mutual and President and CEO of State House.
Proposal No. 1—1 - Election Ofof Directors
The following information has been furnished by the Company’s Named Executive Officers who are not also director nominees.3 Executive officers are elected by the Board following each Annual General Meeting and serve at the pleasure of the Board.
Age: 5651
Mr. HowieKociancic is the Executive Vice President and Chief Financial Officer and Treasurer of the Company, Everest Re, Everest HoldingsCompany. He is also a Director and Everest Global. He joined the Company on March 26, 2012 as Executive Vice President of Everest GlobalDenali Insurance Company (“Everest Denali”), Everest Indemnity Insurance Company (“Everest Indemnity”), Everest National Insurance Company (“Everest National”), Everest Premier Insurance Company (“Everest Premier”), and Everest Re. During 2016, he became theSecurity Company (“Everest Security”). Mr. Kociancic also serves as a director of International Re and Bermuda Re, and as a Director, Executive Vice President, Chief Financial Officer, and Treasurer of Everest Premier InsuranceRe. He joined the Company (“Everest Premier”) and Everest Denali Insurance Company (“Everest Denali”). During 2015,on October 12, 2020, from SCOR, where he assumed the position of Treasurer for Everest Global, Mt. Logan Re, Ltd. (“Mt. Logan”), Everest Security Insurance Company (“Everest Security”), Everest National Insurance Company (“Everest National”), Everest Indemnity Insurance Company (“Everest Indemnity”), Mt. Whitney, SIG Sports, Leisure and Entertainment Risk Purchasing Group, LLC, Specialty Insurance Group, Inc., (“SIG”) and Premiere Underwriting Services, Inc. From 2015 to 2016, hemost recently served as Treasurer of Heartland Crop Insurance, Inc. (“Heartland”). In 2015, he became a director, Executive Vice President and Treasurer of Everest International Holdings (Bermuda), Ltd. (“Bermuda Holdings”) and Everest International Assurance, Ltd. (“International Assurance”), a director and Treasurer of Everest Preferred International Holdings, Ltd. (“Preferred Holdings”) and a director of Everest National and Everest Indemnity. In 2013, he became a director of Mt. Logan and Mt. Whitney and theGroup Chief Financial Officer since 2013. He had previously served in various senior executive roles with SCOR’s U.S. operations beginning in 2006, prior to being named Group Deputy Chief Financial Officer in 2012 and then Group Chief Financial Officer. He holds a CPA designation from the Canadian Institute of Everest Indemnity, Everest NationalChartered Accountants and Everest Security. He became a director of Everest Security during 2014. During 2012, he became a director ofCFA designation from the Chartered Financial Analysts Institute.
3 Biographies are not being provided for Messrs. Howie and Zaffino, who both are no longer employed with the Company.
26 Everest Re Bermuda Re, International Re, Everest Global and Everest Holdings. Mr. Howie serves as a director of Security First Insurance Company, a subsidiary of Security First Insurance Holdings, LLC, since 2014.
Group, Ltd.
Proposal No. 1—1 - Election Ofof Directors
JOHN DOUCETTE
Age: 5455
Mr. Doucette is the President and CEO of the Reinsurance Division with oversight of all Reinsurance Operations worldwide. He formerly served as the Executive Vice President and Chief Underwriting Officer for Worldwide Reinsurance and Insurance for the Company, Everest Re, and Everest National. He became the Chief Underwriting Officer of the Company and Everest Re in 2012, after having assumed the title of Chief Underwriting Officer for Worldwide Reinsurance for those companies in 2011. In 2016, he became a director of International Re and in 2013 he became a director of Mt. Logan. Since 2011, he has served as a director of Bermuda Re and Everest Re. Upon joining the Company in 2008, he became Executive Vice President of the Company, Everest Global, and Everest Re.
Prior to joining the Company, Mr. Doucette worked at Max Capital Group Ltd. (formerly Max Re Capital Ltd.) (“Max Capital”) from 2000 to 2008, serving in various capacities including President and Chief Underwriting Officer of the P&C Reinsurance division of Max Capital, where he was responsible for new products and geographic expansion. Prior to that, he was an Associate Director at Swiss Re New Markets, a division of Swiss Reinsurance Company, between 1997 and 2000, where he held various pricing, structuring and underwriting roles in connection with alternative risk transfer and structured products. He was an actuarial consultant at Tillinghast from 1989 to 1997.
Mr. Doucette graduated with a Bachelor of Science degree in Statistics and Biometry from Cornell University. He is a Fellow of the Casualty Actuarial Society and is a member of the American Academy of Actuaries.
Proposal No. 1—1 - Election Ofof Directors
SANJOY MUKHERJEE
Age: 5354
Mr. Mukherjee is the Executive Vice President, Secretary and General Counsel of the Company, and the Managing Director and CEO of Bermuda Re where he also serves as a director.Company. Since 2006, he has served as Secretary, General Counsel and Chief Compliance Officer of the Company, Everest Global, Everest Holdings and Everest Re, also serving as a director of the latter two. From 2016 to 2020, he served as Managing Director and CEO of Bermuda Re, and still serves as a director. During 2016, he became a director of Everest Premier and Everest Denali. In 2015, he became a director, Chairman and CEO of Preferred Holdings and Bermuda Holdings, a director of Everest Service Company (UK), Ltd., Everest Corporate Member, Ltd. and International Assurance. During 2013, he became a director of Mt. Logan and SIG and Secretary and General Counsel of SIG Sports, Leisure and Entertainment Risk Purchasing Group LLC. From 2009 to 2015, he served as Secretary of Everest Reinsurance Company (Ireland), dac (“Ireland Re”) and Everest Underwriting Group (Ireland) Limited (“Ireland Underwriting”), where he continues to serve as director. Between 2011 and 2016, Mr. Mukherjee served as a director, Secretary and General Counsel of Heartland. Since 2005, he has served as General Counsel of Everest National and Mt. McKinley Managers, L.L.C., a director and Secretary of Everest National, Everest Indemnity and Everest Security, and as Secretary of Everest Canada until 2015. Since 2008, he has been Secretary and a director of Mt. Whitney. He became a Vice President of Mt. McKinley Managers, LLCInsurance Co., (“Mt. McKinley”) in 2002, where he also served as Secretary and Compliance Officer since 2005 and as a director from 2011, until that company’sMt. McKinley’s sale in 2015. In 2017, he became a director of Everest Dublin Insurance Holdings Limited. From 2005 through 2007, he served as a director of Bermuda Re. He joined the Company in 2000 as an Associate General Counsel.
Prior to joining the Company in 2000 as Associate General Counsel, Mr. Mukherjee developed an array of experience in the insurance and reinsurance industries including legal, claims management, contract wording, accounting and finance, regulatory compliance, and risk management. From 1994 to 2000, he was engaged in the private practice of law as a commercial litigator and corporate attorney specializing in the insurance and reinsurance industries. Prior to that,receiving his law license, Mr. Mukherjee was a Senior Consultant with Andersen Consulting (n/k/a Accenture) specializing in the manufacturing and financial services industries and an auditor with the public accounting firm of Touche Ross.
The Board Ofof Directors and its Committees
| Board of Directors | |||||||||
| John J. Amore | Juan C. Andrade | William F. Galtney, Jr. | John A. Graf | Meryl Hartzband | Gerri Losquadro | Roger M. Singer | Joseph V. Taranto | John A. Weber | |
| Skills & Experience | |||||||||
| Executive Leadership | X | X | X | X | X | X | X | X | X |
| Insurance Industry Experience | X | X | X | X | X | X | X | X | X |
| Reinsurance Industry Experience | X | X | X | X | X | X | X | X | X |
| Claims | X | X | X | X | |||||
| Risk Management | X | X | X | X | X | X | X | X | |
| Regulatory | X | X | X | X | |||||
| Finance/Capital Management and Accounting | X | X | X | X | X | X | X | X | X |
| Corporate Governance | X | X | X | X | X | X | X | X | X |
| Business Operations | X | X | X | X | X | X | X | X | |
| International | X | X | X | X | X | X | X | ||
| Investments | X | X | X | X | X | ||||
| Merger & Acquisition | X | X | X | X | X | X | |||
| Information Technology/Cyber Security | X | ||||||||
| Legal | X | ||||||||
| Marketing & Branding | X | X | X | ||||||
The Company’s commitment to strong corporate governance helps us compete effectively, sustain our success over dynamic economic cycles and build long-term shareholder value.
Role of the Board
Governance is a continuing focus at the Company, starting with the Board and extending to management and all employees. The Board reviews the Company’s policies and business strategies and advises and counsels the CEO and the other executive officers who manage the Company’s businesses. In addition, as noted above, we solicit feedback from our shareholders and engage in discussions with various stakeholders on governance issues and improvements.
Proxy Statement 2529
The Board Ofof Directors and its Committees
Board Committees and Their Roles
The Board conducts its business through its meetings and meetings of its committees. The Board currently maintains Audit, Nominating and Governance, Compensation, Executive, Investment Policy and Underwriting Committees. NYSE listing standards require that the Audit, Compensation Committee and Nominating and Corporate Governance committees are each entirely composed of independent directors with written charters addressing such committee’s purpose and responsibilities and that the performance of such committees be evaluated annually.
Audit Committee
The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, enterprise risk management, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function.
Nominating and Governance
The Nominating and Governance Committee is charged with annually determining the appropriate size of the Board, identifying individuals qualified to become new Board members consistent with the criteria adopted by the Board in the Corporate Governance Guidelines, recommending to the Board the director nominees for the next annual meeting of shareholders, annually evaluating and recommending to the Board any appropriate changes to the Corporate Governance Guidelines and overseeing environmental and social governance issues. The Nominating and Governance Committee also reviews Board governance standards to ensure that our Board standards continue to reflect the best practices insisted upon by our shareholders.
Compensation Committee
The Compensation Committee is primarily responsible for discharging the Board’s responsibilities relating to compensation of the Company’s officers at the level of Senior Vice President and above, as well as the Comptroller, Treasurer, Secretary, and the Chief Internal Audit Officer, reviewing the Compensation Discussion and Analysis with management and evaluating whether compensation arrangements create risks to the Company.
Executive Committee
The Executive Committee was created to engage in special projects at the behest of the full Board as well as serve as the Board’s representative delegee on emergent matters when a full convening of the Board is impractical.
Investment Policy Committee
The Investment Policy Committee oversees asset allocation and manager selection as well as the overall risk profile of the Company’s portfolio.
Underwriting Committee
The Underwriting Committee was created to foster robust discussion among executives and directors on complex underwriting opportunities, pricingstrategy, product development, loss mitigation and hedging strategies and the risks presented.
The Board operates its Committees in a collaborative fashion, with meetings of each Committee being open to informational attendance by non-committee Board members and executives. This fosters rigorous discussion, cross-committee information sharing and risk identification, and allows for better informed oversight.
The Board Ofof Directors and its Committees
MEMBERSHIP ON BOARD COMMITTEES
| Name | Audit | Compensation | Executive | Investment Policy | Nominating and Governance | Underwriting Committee | Independent |
| John J. Amore | X | Chair | X | X | X | ||
| Juan C. Andrade | X | X | X | ||||
| William F. Galtney, Jr. | X | X | X | Chair | X | X | |
| John A. Graf | X | X | X | X | X | ||
| Meryl Hartzband | X | X | X | X | X | ||
| Gerri Losquadro | X | X | X | Chair | X | ||
| Roger M. Singer | Chair | X | X | X | |||
| Joseph V. Taranto | X | X | |||||
| John A. Weber | X | X | X | X | X | X | |
| Meetings | 4 | 4 | 0 | 4 | 4 | 4 | |
Four formal meetings of the Board were held in 2019.2020. Each applicable director attended 100% of the total number of meetings of the Board and meetings of all committees of the Board on which the director served either in person or through an alternate director appointment as permitted by the Bye-laws and the Bermuda Companies Act 1981. The directors are expected to attend the Annual General Meeting pursuant to the Company’s Corporate Governance Guidelines. All applicable directors attended the 20192020 Annual General Meeting of Shareholders.
Our Board of Directors has established criteria for determining director “independence” as set forth in our Corporate Governance Guidelines. These criteria incorporate all of the requirements for director independence contained in the NYSE listing standards. No director shall be deemed to be “independent” unless the Board shall have affirmatively determined that no material relationship exists between such director and the Company other than the director’s service as a member of our Board or any Board committee. In addition, the following enhanced criteria apply to determine independence:
no director who is an employee, or whose immediate family member is an executive officer of the Company, is deemed independent until three years after the end of such employment relationship;
no director is independent who:
| (i) | is a current partner or employee of a firm that is the Company’s internal or external auditor; |
| (ii) | has an immediate family member who is a current partner of such firm; |
| (iii) | has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or |
| (iv) | was or had an immediate family member who was within the last three years a partner or employee of such firm and personally worked on the Company’s audit within that time; |
no director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executives serve on that company’s compensation committee is deemed independent until three years after the end of such service or the employment relationship;
no director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount that, in any single year, exceeds $10,000 is deemed independent;
Proxy Statement 27
31
The Board Ofof Directors and its Committees
no director who has a personal services contract with the Company, or any member of the Company’s senior management, is independent;
no director who is affiliated with a not-for-profit entity that receives significant contributions from the Company is independent; and
no director who is employed by a public company at which an executive officer of the Company serves as a director is independent.
Enhanced Audit Committee Independence Requirements
The members of our Audit Committee must meet the following additional independence requirements:
no director who is a member of the Audit Committee shall be deemed independent if such director is affiliated with the Company or any of its subsidiaries in any capacity, other than in such director’s capacity as a member of our Board of Directors, the Audit Committee or any other Board committee or as an independent subsidiary director; and
no director who is a member of the Audit Committee shall be deemed independent if such director receives, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees received in such director’s capacity as a member of our Board of Directors, the Audit Committee or any other Board committee, or as an independent subsidiary director, and fixed amounts of compensation under a retirement plan, including deferred compensation, for prior service with the Company (provided such compensation is not contingent in any way on continued service).
Enhanced Compensation Committee Independence Requirements
The members of our Compensation Committee must meet the following additional independence requirements:
no director shall be considered independent who:
| (i) | is currently an officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company or a subsidiary of the Company, or otherwise employed by the Company or subsidiary of the Company; |
| (ii) | receives compensation, either directly or indirectly, from the Company or a subsidiary of the Company, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; or |
| (iii) | possesses an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K. |
In assessing the independence of members of the Compensation Committee the Board will consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to such member’s ability to be independent from management in connection with his or her duties, including but not limited to (i) the source of his or her compensation, including any consulting, advisory, or other compensatory fee paid by the Company to such director, and (ii) whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
The Board Ofof Directors and its Committees
Independence Determination
Our Board has affirmatively determined that Mses. Losquadro and Hartzband and Messrs. Amore, Galtney, Graf, Singer and Weber each meet the criteria for independence for Board members set forth above. Moreover, all members of the Audit Committee and Compensation Committee meet the further requirements for independence set forth above with respect to those committees.
The Board considered whether these directors had any material relationships with the Company, its affiliates or the Company’s external auditor and concluded that none of them had a relationship that impaired his or her independence. The Board based its determination on personal discussions with the directors and a review of each director’s responses to an annual questionnaire regarding employment, compensation history, affiliations and family and other relationships. The questionnaire responses form the basis for reviewing a director’s financial transactions involving the Company that is disclosed by a director, regardless of the amount in question. This annual review is performed in compliance with the Company’s Bye-laws and the Bermuda Companies Act 1981 and the results are approved by resolution of the Board of Directors. Directors are also subject to the Company’s Ethics Guidelines which require full and timely disclosure to the Company of any situation that may result in a conflict or appearance of a conflict.
Additionally, in accordance with our Corporate Governance Guidelines and the disclosure requirement set forth in Bye-law 21(b) of the Company’s Bye-laws (which in turn requires compliance with the Bermuda Companies Act 1981), each director must disclose to the other directors any potential conflicts of interest he may have with respect to any matter under discussion. If a director is disqualified by the Chairman because of a conflict, he must refrain from voting on a matter in which he may have a material interest.
Proxy Statement 2933
Board Diversity
Our Board believes that it is essential that directors represent diverse perspectives, skills and experience. The objective of the Nominating and Governance Committee is to recommend a slate of candidates that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment honed by diverse experiences and perspectives. When evaluating the qualifications, experiences and backgrounds of director candidates, the Board reviews and discusses many aspects of diversity such as gender, age, ethnicity, education, professional experience, personal accomplishment and differences in viewpoints and skills. Director recruitment efforts include these factors, and the Board strives to recruit candidates that enhance the Board’s diversity. Our BoardBoard’s Nominating & Governance Committee is especially committed to seeking highly qualified women and individuals from minority groupspersons of color to include in the pool of director candidates. Diversity is important because a variety of points of view contribute to a more effective decision-making process and risk management.
Our Board’s emphasis and philosophy on diversity extend to the Company’s values generally, where our hiring trends show steady progress in attracting more women and under-represented minorities into the Company’s employee-base. As depicted in the below chart, the Company’s ethnic diversity in its employee base is stronger than industry peers. Further, our female diversity is strong through the manager level.
* Everest statistics for both the ethnic diversity and gender diversity charts are based upon U.S. employees only. Industry data is latest available from McLagan (part of Aon plc).
34 Everest Re Group, Ltd.
Board Structure and Risk Oversight
Leadership Structure
The Board reviews the Company’s leadership structure from time to time in order to ensure that it serves the best interests of the shareholders and positions the Company for future success. We believe that the Company is best served with a separate CEO, a separate Chairman of the Board and a separate Independent Lead Director so that three separate and distinct voices provide appropriate guidance and diverse points of views on governance and strategy while preserving and aligning shareholder interests. This leadership structure also provides for the appropriate balance of leadership, independent oversight and strong corporate governance.
The CEO is responsible for setting the strategic direction, culture and day-to-day leadership and performance of the Company, while remaining cognizant and fully up-to-date of the current dynamics of the market such as where risk factors lie and where growth opportunities and potential exist.
The Chairman of the Board, among other things, provides guidance and counsel to the CEO, sets the agenda for the Board meetings and presides over meetings of the full Board. Our current Chairman, with decades of leadership experience and institutional knowledge regarding the Company, has successfully navigated multiple (re)insurance market cycles and remains connected to both the industry and the Company’s current operations.
The Independent Lead Director provides a forum for independent director deliberation and feedback and helps ensure that all Board members have the means to, and do, carry out their responsibilities in accordance with their fiduciary duties. The Independent Lead Director also coordinates the annual board performance evaluation and works with the Chairman in coordinating matters of priority among the independent directors and facilitating dialogue on substantive matters of governance involving the Board. The Independent Lead Director is selected annually by the independent directors, and serves as an independent leadership voice to ensure the Company’s alignment of interest with shareholders to deliver long-term best-in-class return and total value creation.
The Chairman and Independent Lead Director work together to ensure the Company is proceeding in the right direction while maintaining best practices in corporate governance. Further, our CEO, Chairman and Independent Lead Director work closely to discuss strategic initiatives for the Company. This tripartite leadership framework was
Proxy Statement 35
Board Structure and Risk Oversight
put in place to make sure different points of view are given appropriate weight at Board meetings and that no single view-point is given disproportionate deference.
Given his vast executive leadership and operational experience and knowledge of the (re)insurance industry and market, as well as his value to our competitors, the Board believes it is in the best interests of the Company to havefor Mr. Taranto becometo remain a non-executive part-time employee of the Company and continue to chair the Board of Directors. In addition to Mr. Taranto and Mr. Andrade, both of whom are non-independent, the Board is comprised of seven outside directors, all of whom are independent. William F. Galtney, Jr. currently serves as the Independent Lead Director and, in that capacity, complements the talents and contributions of Messrs. Andrade and Taranto and promotes confidence in our governance structure by providing an independent perspective to that of management.
Prior to each scheduled meeting of the Board of Directors, the directors who are not officers of the Company meet in executive session outside the presence of management to determine and discuss any items including those that should be brought to the attention of management.
Appointment of Juan C. Andrade & Senior Leadership Additions
Since assuming the CEO role, Mr. Andrade has added further depth and experience to the Company’s executive leadership team. Key recent additions include our Executive Vice President and Chief Financial Officer, Mark Kociancic, and our Executive Vice President and Chief Operating Officer, Jim Williamson, both of whom joined the Company in October 2020 and bring a wealth of experience, operational acumen, and global industry knowledge to the Company.
The Independent Lead Director: Role and Responsibilities
While Mr. Taranto serves as Chairman, Board leadership also comes from our Independent Lead Director, Mr. Galtney. The responsibilities of the Independent Lead Director include:
Coordinating executive sessions of the independent members of the Board without management present;
Authorization to call meetings of the independent directors;
Serving as a liaison between the Chairman and the independent directors and providing a forum for independent director feedback at executive sessions;
Communicating regularly with the CEO and the other directors on matters of Board governance;
Assisting in Board meeting agenda preparation in consultation with the Chairman;
Overseeing the annual Board review and evaluation process including individual director evaluations and facilitating discussion of the results;
Leading board discussions on oversight of Environmental, Social and Governance reporting;
Assuring that all Board members carry out their responsibilities as directors;
If requested and, when appropriate, consultation and direct communication with shareholders as the independent representative of the Board.
36 Everest Re Group, Ltd.
Board Structure and Risk Oversight
Board Role in Risk Oversight
Prudent risk management is embodied throughout our Company as part of our culture and is a key point of emphasis by our Board. In accordance with NYSE requirements, the Company’s Audit Committee Charter provides that the Audit Committee has the responsibility to discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control its risk profile, including the Company’s risk assessment and risk management guidelines. Upon the Audit Committee’s recommendation, the Board has adopted a formal Risk Appetite Statement that is reviewed annually and establishes upper boundaries on risk taking in certain areas of the Company including assets, investments, property and casualty business including natural catastrophe exposure and potential maximum loss. In managing and implementing the Board’s Risk Appetite Statement, the Company developed an Enterprise Risk Management (“ERM”) process for managing the Company’s risk tolerance profile on a holistic basis. The objective of ERM is to provide an internal framework for assessing risk – both to manage downside threats, as well as identify upside opportunities – with the ultimate goal of enhancing shareholder value. Company-wide ERM is coordinated through a centralized ERM Unit responsible for implementing the risk management framework that identifies, assesses, monitors, controls and communicates the Company’s risk exposures. The ERM Unit is overseen by our Chief Risk Officer and is staffed and supported with seasoned and accredited actuarial, accounting and management staff.
In order to monitor compliance and liaise with the Board regarding the Company’s ERM activities, we established an Executive Risk Management Committee (“ERM Committee”) comprised of the CEO, the Chief Financial Officer, the President and CEO of the Reinsurance Division, the President & CEO of the Insurance Division, the Chief Risk Officer, the Chief Operating Officer, and the General Counsel. The ERM Committee, in conjunction with Board input, is responsible for establishing risk management principles, policies and risk tolerance levels. It provides centralized executive oversight in identifying, assessing, monitoring, controlling, and communicating the Company’s enterprise-wide risk exposures and opportunities in accordance with pre-approved parameters and limits.
The ERM Committee meets quarterly to review in detail the Company’s risk positions compared to risk appetites, scenario-based stress testing, financial strength, and risk accumulation. The ERM Committee prepares a comprehensive report depicting the Company’s global risk accumulation, financial strength and capital preservation against modeled stress scenarios. The Chief Risk Officer reports to the Audit Committee and, in conjunction with the input of the ERM Committee, presents this report, on a quarterly basis, to the Audit Committee with respect to our risk management procedures and our exposure status relative to the Board’s Risk Appetite Statement in our three key risk areas – asset risk, natural catastrophe exposure risk and long tailed reserve risk. These risk exposures are reviewed and managed on an aggregate and individual risk basis throughout our worldwide property and casualty insurance and reinsurance businesses and our investment portfolio.
The Audit Committee reviews ERM status with the Chief Risk Officer each quarter to assess not only operational and systemic level risks, but also the level of resources allocated to the ERM Unit. The Board also oversees identification and management of risk at the Board Committee level. While each Board Committee is responsible for evaluating the Company’s operational risks falling within its area, the Board is kept informed of the respective Committee’s activities and actions though Committee reports.
Cybersecurity
Our Board views cybersecurity risk as an enterprise-wide concern that involves people, processes, and technology and accordingly treats it as a Board level matter. Cyber-based security threats embody a persistent and dynamic threat to our entire industry and are not limited to information technology. Our directors endeavor to educate themselves in this area through literature, seminars and other industry publications. Further, the Board is considering adding this skillset when considering future candidates for Board membership. In recognition of the specialized nature of this risk, the Company appointed a Chief Information Security Officer (“CISO”) dedicated to assessing the Company’s data security risk, monitoring cyber threat intelligence and taking the steps necessary to implement pertinent safeguards and protocols to manage the risk. In addition, the ERM Committee annually reviews the Company’s cyber exposure across all lines of business as well as reviews security safeguards of protected privacy data held by the Company. The ERM Committee works in conjunction with the CISO in assessing Company vulnerabilities to cyber threats as part of a continuous dialogue throughout the year in assessing the operational risk to our business of third partythird-party hacking, ransomware exposure and other security threats.
Proxy Statement 37
Board Structure and Risk Oversight
Climate Risk
Climate change is a reality. It contributes to higher sea surface temperatures, rising sea levels and increasing trends in extreme weather events including floods, droughts, winter storms, wildfires and hurricane intensity. The growing expansion and concentration of humans and rising property values on coastlines and other ecologically sensitive areas means that extreme weather conditions can quickly turn into catastrophe events in terms of losses inflicted. As a risk transfer mechanism for our clients, we are committed to providing insurance and reinsurance protection that protects communities from climate change impacts and help them rebuild, developing effective loss mitigation strategies and supporting our communities in collaboration with governments to limit human impact on the global environment.
We have a responsibility to manage a risk environment made volatile by global climate change. As an insurer and reinsurer of property that may be impacted by climate and weather conditions, the Company quantifies and manages such risk by utilizing the latest meteorological and parametric risk models to evaluate and assess deviations in historic climate patterns as a predictive factor for catastrophe risk and its related impact on both pricing and accumulation as an aid to underwriting and product development. Such potential maximum loss and accumulation exposure analyses are assessed quarterly by the Company’s ERM committee and then presented to the Board through both the Audit Committee’s oversight of the ERM process, as well the Board’s Underwriting Committee.
Our risk management strategies seek to minimize the impact of severe climate and weather events on our capital by, among other things, maintaining a diversified business portfolio – spread by line and geography – and by employing a tactical approach to managing risk, including, but not limited to, utilization of third party capital to leverage opportunity and issuance of catastrophe bonds. Furthermore, we encourage and work with our clientsinsureds to consider the impact of climate risk on their operations and property in conjunction with underwriting, engineering and loss mitigation services we provide. Everest’sPolicyholders that demonstrate sound environmental practices and adopt loss mitigating measures to protect their facilities and operations receive insurance premium credits as an economic incentive to reduce their exposure to risk of loss associated with climate change.
The Company’s investment portfolio is also highly diversified by risk, industry, location and type and duration of security to further mitigate the impact of climate change. Moreover, as a signatory to the United Nations’ supported Principles for Responsible Investment (“UN-PRI”), we review and update our investment guidelines annually to reflect these principles. We employ a principles-based investment strategy designed to diversify our global portfolio by identifying emerging opportunities across various sectors that contribute long-term value to society, while acting in compliance with certain regulatory restrictions on the composition of our investment portfolio. Such a strategy does not eliminate or seek to withdraw from specific industries at the outset. Rather, our investment strategy assumes, for example, a proactive and measured approach in transitioning investment from declining heavy carbon-emitting industries to eco-friendly and value generating opportunities including renewable energy, government sponsored green bonds and public works projects, companies that engage in expanded use of renewable and sustainable materials in their production and demonstrate recognition and support of human rights in their supply chains, etc.
Finally, we have reduced our risk exposure and insurance premium income derived from coal-related business significantly since 2019. Our in-force premium from coal-related businesses in our insurance segment represented less than 0.12% of our 2020 gross written premium, with approximately 90% of that exposure stemming from electric utility companies.
38 Everest Re Group, Ltd.
Board Committees
The principal purposes of the Company’s Audit Committee, as set forth in its Charter, are to oversee the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements, to oversee the independent registered public accounting firm, to evaluate the independent registered public accounting firm’s qualifications and independence and to oversee the performance of the Company’s internal audit function. The Company’s Chief Internal Audit Officer reports directly to the Chairman of the Audit Committee. The Audit Committee meets with the Company’s management, Chief Internal Audit Officer, and the independent registered public accounting firm, both separately and together, to review the Company’s internal control over financial reporting and financial statements, audit findings and significant accounting and reporting issues. The Audit Committee Charter is reviewed annually and revised as necessary to comply with all applicable laws, rules and regulations. The Charter is available on the Company’s website at http://www.everestre.com.
No member of the Audit Committee may serve on the Audit Committee of more than two other public companies unless the Board has determined that such service will not affect such member’s ability to serve on the Company’s Audit Committee.
Based upon their significant financial experience gained in various leadership and operational roles regarding financial assessment and reporting, the Board has determined that all members of the Audit Committee are financially literate and qualify as “audit committee financial experts” as defined by SEC rules and have accounting or related financial management expertise as required by NYSE listing standards.
The Audit Committee has reviewed and discussed with management, which has primary responsibility for the financial statements, and with PricewaterhouseCoopers LLP, the Company’s independent auditors, the audited financial statements for the year ended December 31, 2020 (the “Audited Financial Statements”). In addition, the Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communications with Audit Committees.” The Audit Committee has received the written disclosures from PricewaterhouseCoopers LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and has discussed with that firm its independence. The Audit Committee also has discussed with Company management and PricewaterhouseCoopers LLP such other matters and received such assurances from them as the Committee deemed appropriate. Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Company’s Board of Directors the inclusion of the Audited Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The Audit Committee devoted substantial time in 2020 to discussing with the Company’s independent auditors and internal auditors the status and operating effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s oversight involved several meetings, both with management and with the independent auditors outside the presence of management, to monitor the preparation of management’s report on the effectiveness of the Company’s internal controls. The meetings reviewed in detail the standards that were established, the content of management’s assessment, and the auditors’ testing and evaluation of the design and operating effectiveness of the internal controls. As reported in the Company’s Annual Report on Form 10-K filed March 1, 2021, the independent auditors concluded that, as of December 31, 2020, the Company maintained, in all material respects, effective internal control over financial reporting based upon the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Proxy Statement 39
Board Committees
Under its Charter and the “Audit and Non-Audit Services Pre-Approval Policy” (the “Policy”), the Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent auditors. The Policy mandates specific approval by the Audit Committee for any service that has not received a general pre-approval or that exceeds pre-approved cost levels or budgeted amounts. For both specific and general pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee also considers whether the independent auditors are best positioned to provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services. It may determine, for each fiscal year, the appropriate ratio between the total amount of audit, audit-related and tax fees and a total amount of fees for certain permissible non-audit services classified below as “All Other Fees”. All such factors are considered as a whole, and no one factor is determinative. The Audit Committee further considered whether the performance by PricewaterhouseCoopers LLP of the non-audit related services disclosed below is compatible with maintaining their independence. The Audit Committee approved all of the audit-related fees, tax fees and all other fees for 20192020 and 2018.2019.
The fees billed to the Company by PricewaterhouseCoopers LLP and its worldwide affiliates related to 20192020 and 20182019 are as follows:
| 2019 | 2018 | |||||||
Audit Fees(1) | $ | 5,288,720 | $ | 4,884,655 | ||||
Audit-Related Fees(2) | 325,950 | 335,800 | ||||||
Tax Fees(3) | 652,000 | 177,000 | ||||||
All Other Fees(4) | 25,000 | 20,000 | ||||||
| 2020 | 2019 | |||||||
Audit Fees(1) | $ | 6,074,428 | $ | 6,210,780 | ||||
Audit-Related Fees(2) | 309,100 | 325,950 | ||||||
Tax Fees(3) | 691,000 | 652,000 | ||||||
All Other Fees(4) | 26,000 | 25,000 | ||||||
| (1) | Audit fees include the annual audit and quarterly financial statement reviews, internal control audit (as required by the Sarbanes Oxley Act of 2002), subsidiary audits, and procedures required to be performed by the independent auditors to be able to form an opinion on the Company’s consolidated financial statements. Audit fees also include statutory audits or financial audits of subsidiaries or affiliates of the Company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. |
| (2) | Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements. |
| (3) | Tax fees include tax compliance, tax planning and tax advice and may be granted general pre-approval by the Audit Committee. |
| (4) | All other fees are for accounting and research subscriptions. |
| Roger M. Singer, Chairman | |
| John J. Amore | |
| William F. Galtney, Jr. | |
| John A. Graf | |
| Meryl Hartzband | |
| Gerri Losquadro | |
John A. Weber |
40 Everest Re Group, Ltd.
Board Committees
The Compensation Committee exercises authority with respect to all compensation and benefits afforded all officers at the Senior Vice President level and above, the Named Executive Officers and the Company’s Chief Financial Officer, Comptroller, Treasurer, Chief Internal Audit Officer, Chief Risk Officer and Secretary. The Compensation Committee also has oversight responsibilities for all of the Company’s compensation and benefit programs, including administration of the Company’s 20102020 Stock Incentive Plan, which was amended and approved by shareholders at the 20152020 Annual General Meeting (the “2010“2020 Stock Incentive Plan”) and the Executive Performance Annual Incentive Plan. The Compensation Committee adopted a Charter which is available on the Company’s website at http://www.everestre.com. The Compensation Committee Charter, which is reviewed annually and revised as necessary to comply with all applicable laws, rules and regulations, provides that the Compensation Committee may form and delegate authority to subcommittees or to committees of the Company’s subsidiaries when appropriate. This delegation authority was not exercised by the Compensation Committee during 2019.2020. Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in this Proxy Statement under the heading “Compensation Discussion and Analysis”.
Management has the primary responsibility for the Company’s financial statements and reporting process, including the disclosure of executive compensation. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement and, based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
| John J. Amore, Chairman | |
| William F. Galtney, Jr. | |
| John A. Graf | |
| Meryl Hartzband | |
| Gerri Losquadro | |
| Roger M. Singer | |
| John A. Weber |
Board Committees
The Nominating and Governance Committee is vested with the authority and responsibility to identify and recommend qualified individuals to be nominated as directors of the Company and to develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company. Further, the Committee Chairman facilitates discussion of Board governance best practices in conjunction with management. The Charter is available on the Company’s website at http://www.everestre.com.
Shareholder Nominations for Director
The Nominating and Governance Committee will consider a shareholder’s nominee for director who is proposed in accordance with the procedures set forth in Bye-law 12 of the Company’s Bye-laws, which is available on the Company’s website or by mail from the Corporate Secretary’s office. In accordance with this Bye-law, written notice of a shareholder’s intent to make such a nomination at the 2021 Annual General Meeting of Shareholders must be received by the Secretary of the Company at the address listed below under Shareholder and Interested Party Communications with Directors, between November 11, 202010, 2021 and December 11, 2020.10, 2021. Such notice shall set forth the name and address, as it appears on the Register of Members, of the shareholder who intends to make the nomination; a representation that the shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make such nomination; the class and number of shares of the Company which are held by the shareholder; the name and address of each individual to be nominated; a description of all arrangements or understandings between the shareholder and any such nominee and any other person or persons (naming such person or persons) pursuant to which such nomination is to be made by the shareholder; such other information regarding any such nominee required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934; and the consent of any such nominee to serve as a director, if so elected.
As with any candidate for director, the Nominating and Governance Committee will consider a shareholder candidate nominated in accordance with the procedures of Bye-law 12 based solely on his/her character, judgment, education, training, business experience and expertise. In addition to complying with independence standards of the NYSE, the SEC and the Company, candidates for director must possess the highest levels of personal and professional ethics, integrity and values and be willing to devote sufficient time to perform their Board and Committee duties. It is in the Company’s best interests that the Board be comprised of individuals whose skills, experience, diversity and expertise complement those of the other Board members. The objective is to have a Board which, taken as a whole, is knowledgeable in the areas of insurance/reinsurance markets and operations, accounting (using generally accepted accounting practices and/or statutory accounting practices for insurance companies), financial management and investment, legal/regulatory and any other areas which the Board and Committee deem appropriate in light of the continuing operations of the Company and its subsidiaries. Financial services-related experience, other relevant prior service, a familiarity with national and international issues affecting the Company’s operations and a diversity of background and experience are also among the relevant criteria to be considered. Following interviews, meetings and such inquiries and investigations determined to be appropriate under the circumstances, the Committee makes its director recommendations to the Board. The foregoing criteria are as specified in the Company’s Corporate Governance Guidelines. As a part of the annual self-evaluation process, the Nominating and Governance Committee assesses its adherence to the Corporate Governance Guidelines.
Board Evaluation
The Board conducts an annual performance evaluation under the oversight of the Nominating and Governance Committee Chair. The evaluation process entails the use of an outside law firm to conduct individual director interviews covering a wide array of topics that include, among other things, leadership, individual director assessment, training, and Board effectiveness to assist in candid discussions that identify and promote areas for improvement as well as successes. Upon completion of the individual director interviews, the third party firm summarizes the directors’ assessments and individual reviews into a report that is provided to the chair of the Nominating & Governance Committee for discussion with the Board at the February meeting. The Board identifies successes and areas for improvement and establishes goals for the upcoming fiscal year.
Board Committees
Commitment to Environment, Social and Governance (“ESG”)
Our Company and Board believe that creation of long-term value for our shareholders implicitly requires the enactment and execution of business practices and strategies that, while delivering competitive returns, also help to advance environmental and societal issues. The Company understands it has a responsibility not only to provide solutions that help our clients manage their environmental and climate change risks, but also to monitor and control our own ecological impact. Additionally, the Board is considering adding expertise in the environmental and climate risk space when considering future candidates for Board membership. As a demonstration of our commitment to responsible investment practices, as previously mentioned, the Company is a signatory to the United Nations’ supported Principles for Responsible Investment. Independent of the nature of our business, the Company prides itself on having an environmental and social conscience, and encourages all of our executives and employees to take an active role in this mission. The Board previously formally memorialized the oversight of the Company’s ESG practices within the Nominating and Governance Committee charter, and the Company recently published in 2020 its first Corporate Responsibility Report in accordance with Global Reporting Initiative standards as well as a supplemental report under Sustainability Account Standards Board guidelines which isare both available on Everest’sthe Company’s corporate website.
| William F. Galtney, Jr., Chairman | |
| John J. Amore | |
| John A. Graf | |
| Meryl Hartzband | |
| Gerri Losquadro | |
| Roger M. Singer | |
| John A. Weber |
Board Committees
The Company’s Code of Conduct includes its “Ethics Guidelines” that are intended to guide all of the Company’s decisions and behavior by holding all directors, officers and employees to the highest standards of integrity. In addition to being bound by the Ethics Guidelines provisions relating to ethical conduct, conflict of interest and compliance with the law, the Company has adopted a code of ethics that applies to the Chief Executive Officer, Chief Financial Officer and Senior Financial Officers in compliance with specific regulations promulgated by the SEC. The text of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers is posted on the Corporate Governance page on the Company’s website at http://www.everestre.com. This document is also available in print to any shareholder who requests a copy from the Corporate Secretary at the address below. In the event the Company makes any amendment to or grants any waiver from the provisions of its Code of Ethics, the Company intends to disclose such amendment or waiver on its website within five business days.
We reach out annually for feedback from our shareholders on concerns, suggestions for improvement, and to identify emerging best practices in governance and shareholder values. However, shareholders and interested parties are encouraged to communicate directly with the Board of Directors or with individual directors. All communications should be directed to the Company’s Secretary at the following address and in the following manner.
Everest Re Group, Ltd. Corporate Secretary
c/o Everest Global Services, Inc.
WestgateWarren Corporate Center
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938-0830
c/o Everest Global Services, Inc.
100 Everest Way
Warren, NJ 07059
Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board of Directors, for the Non-Management Directors or for any individual director. Each communication addressed to an individual director and received by the Company’s Secretary from shareholders or interested parties, which is related to the operation of the Company and is not solely commercial in nature, will promptly be forwarded to the specified party. Communications addressed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded to the Chairman of the Nominating and Governance Committee.
Common Share Ownership Byby Directors Andand Executive Officers
The following table sets forth the beneficial ownership of Common Shares as of March 16, 202015, 2021 by the directors of the Company, the executive officers listed in the Summary Compensation Table currently employed by the Company and by all directors and executive officers of the Company as a group. Information in this table was furnished to the Company by the respective directors and Named Executive Officers. Unless otherwise indicated in a footnote, each person listed in the table possesses sole voting power and sole dispositive power with respect to the shares shown in the table as owned by that person.
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(15) | ||
| John J. Amore | 18,983 | (1) | * | |
| William F. Galtney, Jr. | 71,199 | (2) | * | |
| John A. Graf | 11,743 | (3) | * | |
| Meryl Hartzband | 2,756 | (4) | * | |
| Gerri Losquadro | 11,040 | (5) | * | |
| Roger M. Singer | 14,605 | (6) | * | |
| Joseph V. Taranto | 340,181 | (7) | * | |
| John A. Weber | 14,268 | (8) | * | |
| Dominic J. Addesso | 102,882 | (9) | * | |
| Juan C. Andrade | 45,150 | (10) | * | |
| John P. Doucette | 26,948 | (11) | * | |
| Craig Howie | 19,637 | (12) | * | |
| Sanjoy Mukherjee | 39,289 | (13) | * | |
| Jonathan Zaffino | 16,008 | (14) | * | |
| All directors, nominees and executive officers as a group (14 persons) | 734,689 | 1.6 | ||
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(13) | ||
| John J. Amore | 20,315 | (1) | * | |
| William F. Galtney, Jr. | 72,531 | (2) | * | |
| John A. Graf | 13,075 | (3) | * | |
| Meryl Hartzband | 5,704 | (4) | * | |
| Gerri Losquadro | 11,972 | (5) | * | |
| Roger M. Singer | 15,937 | (6) | * | |
| Joseph V. Taranto | 310,342 | (7) | * | |
| John A. Weber | 15,100 | (8) | * | |
| Juan C. Andrade | 48,974 | (9) | * | |
| John P. Doucette | 26,552 | (10) | * | |
| Mark Kociancic | 25,100 | (11) | * | |
| Sanjoy Mukherjee | 41,548 | (12) | * | |
| All directors, nominees and executive officers as a group (12 persons) | 607,150 | 1.3 | ||
| * | Less than 1% |
| (1) | Includes 454 shares issuable upon the exercise of share options within 60 days of March |
| (2) | Includes 41,250 shares owned by various family related investments in which Mr. Galtney maintains a beneficial ownership and for which he serves as the General Partner. Also includes |
| (3) | Includes |
| (4) | Includes |
| (5) | Includes |
| (6) | Includes |
| (7) | Includes |
| (8) | Includes |
Proxy Statement 45
Common Share Ownership by Directors and Executive Officers
(9) Includes 36,120 restricted shares issued to Mr. Andrade under the Company’s 2010 Stock Incentive Plan and 8,260 shares issued to Mr. Andrade under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(10) Includes 9,499 restricted shares issued to Mr. Doucette under the Company’s 2010 Stock Incentive Plan and 3,255 shares issued to Mr. Doucette under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(11) Includes 25,100 restricted shares issued to Mr. Kociancic under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(12) Includes 5,980 restricted shares issued to Mr. Mukherjee under the Company’s 2010 Stock Incentive Plan and 2,415 shares issued to Mr. Mukherjee under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(13) Based on 45,063,832 total Common Shares outstanding and entitled to vote as of March 15, 2021.
