`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to
Section
14(a)
of
the Securities
Exchange Act
of 1934
(Amendment No.
)
Filed by
the Registrant
☒
Filed by
a Party
other than
the Registrant
☐
Check the
appropriate box:
☐
Preliminary Proxy
Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy
Statement
☐
Definitive Additional
Materials
☐
Soliciting Material
Pursuant to
§
240.14a
-12
Everest Re Group, Ltd.
(Name of
Registrant as Specified
in its Charter)
(Name of
Person(s) Filing
Proxy Statement,
if Other
Than the
Registrant)
Payment of
Filing Fee
(Check the
appropriate box):
☒
No fee
required
☐
Fee paid
previously with
preliminary materials
☐
Fee computed
on table
in exhibit
required by
Item 25(b)
per Exchange
Act Rules
14a
-
6(i)(1) and
0-11
re-20221231p2i0
NOTICE
OF
ANNUAL
GENERAL
MEETING
OF SHAREHOLDERS
TO
BE
HELD
MAY 11, 2020
17,
2023
TO THE
SHAREHOLDERS OF EVEREST
RE GROUP,
LTD.:
The Annual General Meeting of
Shareholders of Everest Re Group, Ltd. (the
(the “Company”), a Bermuda
company,
will
be held
at Everest Re Group, Ltd., Seon Place, 4th Floor, 141 Front Street, Fairmont
Hamilton
Princess,
76 Pitts
Bay Road,
Hamilton,
Bermuda
on May 11, 2020
17,
2023
at 11:
10:00
a.m.,
local
time,
for
the
following
purposes:
1.
1.
To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, 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 2021 Annual General Meeting of Shareholders or until such director’s successor shall have been duly elected or appointed or until such director’s office is otherwise vacated.
Losquadro,
Hazel
McNeilage,
2.
To appoint PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2020 and authorize the Company’s Board of Directors, acting through its Audit Committee, to determine the independent auditor’s remuneration.
Roger
M.
Singer
and
Joseph
V.
Taranto
as
directors
3.
To approve, by non-binding advisory vote, 2019 compensation paid to the Company’s Named Executive Officers.
4.
To consider and approve the Everest Re Group, Ltd. 2020 Stock Incentive Plan, as described in the attached proxy statement.
5.
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, together with the report of the Company’s auditor in respect
Company,
each
to serve
for a
one-year
period
to expire
at the
2024 Annual
General
Meeting
of those financial statements, Shareholders
or until
such director’s
successor
shall
have been
duly elected
or appointed
or until
such director’s
office
is
otherwise vacated.
2.
To appoint
PricewaterhouseCoopers
LLP, an
independent
registered
public accounting
firm,
as approved by the
Company’s
independent
auditor
for
the
year
ending
December
31,
2023
and
authorize
the
Company’s
Board of Directors, acting through its Audit Committee, to determine
the independent auditor’s
remuneration.
3.
To approve,
by non
-binding
advisory
vote,
2022
compensation
paid to
the Company’s
Named
Executive
Officers.
4.
To cast
a non-binding
advisory
vote on
the frequency
of future
non-binding
advisory
votes on
executive
compensation.
5.
To consider
and approve
a resolution
to change
the name
of the
Company
from “Everest
Re Group,
Ltd.”
to “Everest
Group,
Ltd.”
and to
amend
our
Bye-laws
accordingly.
6.
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,
2022,
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, 2020
20,
2023
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, 2020
Hamilton, Bermuda
By Order
of the
Board
of Directors
Juan C. Andrade
President
& CEO
April 14, 2023
Hamilton,
Bermuda
EVEREST RE GROUP, LTD.
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
MAY 11, 2020
`
TABLE OF
CONTENTS
PAGE
GENERAL INFORMATION 1
EXECUTIVE SUMMARY 3
PROPOSAL NO. 1 – ELECTION OF DIRECTORS 10
Information Concerning Director Nominees 12
Information Concerning Executive Officers 21
THE BOARD OF DIRECTORS AND ITS COMMITTEES 25
Director Independence 27
BOARD STRUCTURE AND RISK OVERSIGHT 30
BOARD COMMITTEES 34
Audit Committee 34
Audit Committee Report 34
Compensation Committee 36
Compensation Committee Report 36
Nominating and Governance Committee 37
Code of Ethics for CEO and Senior Financial Officers 39
Shareholder and Interested Party Communications with Directors 39
COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS 40
PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES 42
DIRECTORS’ COMPENSATION 43
2019 Director Compensation Table 44
COMPENSATION DISCUSSION AND ANALYSIS 45
Summary Compensation Table 70
2019 Grants of Plan-Based Awards 71
Outstanding Equity Awards at Fiscal Year-End 2019 72
Shares Vested 73
2019 Pension Benefits Table 74
2019 Non-Qualified Deferred Compensation Table 75
CEO PAY RATIO DISCLOSURE 76
EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS 77
Potential Payments Upon Termination or Change in Control 79
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 82
PROPOSAL NO. 2 – APPOINTMENT OF INDEPENDENT AUDITORS 83
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 84
PROPOSAL NO. 4 – APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN 85
MISCELLANEOUS – GENERAL MATTERS 91
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
3
PROPOSAL
NO.
1—ELECTION
OF DIRECTORS
17
Information
Concerning
Director
Nominees
19
Information
Concerning
Executive
Officers
28
THE
BOARD
OF DIRECTORS
AND ITS
COMMITTEES
31
Director
Independence
33
Enhanced
Compensation
Committee
Independence
Requirements
34
Audit
Committee
39
Audit
Committee
Report
39
Risk
Committee
42
Code
of Ethics
for CEO
and Senior
Financial
Officers
42
Shareholder
and Interested
Party
Communications
with
Directors
43
COMMON
SHARE
OWNERSHIP
BY
DIRECTORS
AND EXECUTIVE
OFFICERS
44
PRINCIPAL
BENEFICIAL
OWNERS
OF
COMMON
SHARES
45
2022
Director
Compensation
Table
47
Executive
Summary
48
THE COMPANY’S
COMPENSATION
PHILOSOPHY
AND
OBJECTIVES
52
Components of
the Company’s
Compensation
Program
53
The
Role
of Peer
Companies
and
Benchmarking
54
Incentive
Based
Bonus
Plans
55
Executive
Performance
Annual
Incentive
Plan
55
Link
Between
Pay
and
Performance
for
2022
63
Summary
of Direct
Compensation
Awarded
in 2022
65
Other
Forms
of Compensation
68
Clawback
Policy
69
Perquisites
and
Other
Benefits
69
Tax
and
Accounting
Implications
69
Summary
Compensation
Table
70
2022
Grants
of Plan-Based
Awards
71
Outstanding
Equity
Awards
at
Fiscal
Year-End
2022
72
Share
Option
Exercises
and
Shares
Vested
73
2022
Pension
Benefits
Table
74
PAY VERSUS PERFORMANCE DISCLOSURE
76
CEO
PAY
RATIO
DISCLOSURE
80
EMPLOYMENT,
CHANGE OF
CONTROL
AND
OTHER
AGREEMENTS
81
Potential
Payments
Upon
Termination
or
Change
in Control
82
Termination
or Change
of Control
84
COMPENSATION
COMMITTEE
INTERLOCKS
AND
INSIDER
PARTICIPATION
86
PROPOSAL
NO.
3—NON-BINDING
ADVISORY
VOTE
ON EXECUTIVE
COMPENSATION
88
PROPOSAL
NO.
4—NON-BINDING
ADVISORY
VOTE
ON FREQUENCY
OF VOTE
ON EXECUTIVE
COMPENSATION
89
PROPOSAL
NO.
5—NAME
CHANGE
90
re-20221231p2i0
2023 Proxy
Statement
1
Important
Notice
Regarding
the Availability
of Proxy
Materials
for the
Shareholder
Meeting
to be
Held
on May 11, 2020
17,
2023
at
Fairmont
Hamilton
Princess,
76
Pitts
Bay
Road,
Hamilton,
Bermuda
at Everest Re Group, Ltd., Seon Place, 4th Floor, 141 Front Street, Hamilton, Bermuda at 11:10:00
a.m.
local
time.
The proxy statement and annual report to shareholders are available at
http://ir.everestre.com/phoenix.zhtml?c=70696&p=
proxy
statement
Proxy Statementand
annual
report
to
shareholders
are
available
at
https://investors.everestre.com/shareholder
-proxy-materials
PROXY
STATEMENT
_______________
ANNUAL
GENERAL
MEETING
OF SHAREHOLDERS
May 11, 202017, 2023
GENERAL
INFORMATION
The
enclosed
Proxy
Card
is
being
solicited
on
behalf
of the
Board
of Directors (the “Board”
(the
“Board”)
for
use
at
the
2023
Annual
General
Meeting
of Shareholders
of Everest
Re Group,
Ltd.,
a Bermuda
company
(the
“Company”),
to be
held
on May
17,
2023
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 2020 Annual General Meeting of Shareholders of Everest Re Group, Ltd., a Bermuda company (the “Company”), to be held on May 11, 2020, 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, Hazel McNeilage,
Roger M. Singer
and 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 20202023 and for authorizing the Company’s Board of Directors acting through its
Audit Committee to determine
the independent auditor’s
remuneration; (3) for
the approval, by non-binding
advisory vote, of
the 2022 compensation
paid
to the
Named
Executive
Officers
(as
defined
herein);
(4)
to cast
a non-binding
advisory
vote
on the
frequency
of
future non-binding advisory votes on executive compensation; and (5) for the approval by non-binding advisory vote, of the 2019 compensation paid to formally change our corporate
name
from
Everest
Re
Group,
Ltd.
to
Everest
Group,
Ltd.
and
amend
our
Bye-Laws
to
reflect
the Named Executive Officers (as defined herein); and (4) for the approval of the Everest Re Group, Ltd. 2020 Stock Incentive Plan.
name
change.
Only
shareholders
of record
at the
close
of business
on March 16, 2020
20,
2023
will be
entitled
to vote
at the
meeting.
On
that
date, 50,310,575
49,007,914
Common
Shares,
par value $.01
$.01 per
share (“
(“Common
Shares”),
were outstanding.
However,
this amount
includes
9,719,971
Common
Shares
held by
Everest International Reinsurance,
Re Advisors,
Ltd. (“International Re”
(“Re
Advisors”),
the Company’s
subsidiary. As provided in the Company’s Bye-laws, International Re Advisors may vote
only 4,980,7464,851,783 of its shares. The outstanding
share amount also
excludes 30,45340,870 shares
with no
voting rights. The
limitation of International Re’sRe
Advisors voting shares
to 4,980,746 4,851,783
and
the
exclusion
of 30,453 40,870
shares
with
no
voting
rights
results
in 45,540,897
44,098,856
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 votes cast issued
and outstanding Common
Shares entitled to
attend and vote
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 who are present
and
not
voted
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
(including
“broker
non-
Proxy Statement 1
votes”)
will
Proxy Statement

(including “broker non-votes”) will not be
counted
towards
the majority
needed
to elect
a director
or approve
any other
matter
before
the
shareholders
and,
thus,
will
have
no effect
on the
outcome
of those
votes.
This Proxy
Statement, the
attached Notice
of Annual
General Meeting,
the Annual
Report of
the Company
for the
year
ended
December
31, 2019 (including
2022
(including
financial
statements)
and
the
enclosed
Proxy
Card
are
first
being
mailed
to
the
Company’s
shareholders
on or
about
April 9, 2020.
14,
Please note that given the extraordinary 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 11th meeting.
2023.
All
references
in
this
document
to “$
“$”
or “dollars”
“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.
Executive Summary
2
Executive Summary
2023 Proxy
Statement
EXECUTIVE SUMMARY
This
summary
highlights
certain
information
contained
in the
Company’s proxy statement.
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
Proxy
Statement
carefully.
Financial
Highlights
Against the
backdrop of a challenging market environment and despite a significant level of natural
heightened global
catastrophe events activity
for a third another
consecutive year,
the Company
earned just over $1.0 billion
$597
million
of net
income
in fiscal
year 2019. Further, gross
2022.
Gross
written
premiums
grew
by 8% 6.9%
to $9.1 $14
billion,
and
the
Company
earned $872.4 million
$1.1
billion
of net
operating
income
and
generated
a 10.3% 10.6%
after
tax
operating
return
on adjusted
shareholders’ equityequity.
1. This level
The foregoing
performance
demonstrates
the strength
of performance demonstrates and
success
in our core
strategic
underwriting
and risk
management
initiatives,
our ability
to sustain periodic
multiple
natural
peril
events
and yet maintain positive results our
resilience
in the
face
of climate
change
and return through the cycle.
social
and
material
inflation. Indeed, overin
2022, the last five years, inclusive
Company
generated
a Total
Shareholder
Return
(“TSR”)
of the significant catastrophe events of the last three years, Everest generated an average operating return on equity of 9.1%
5.4%.
2
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.
Returning Value The resilience of our
franchise led by
the dedication and
hard work of
our people helped us
to achieve positive
results
for the year.
Returning
Value
to
Shareholders
We returned $258.9
$316 million
to shareholders
in 2019 2022
in the
form of
dividends
and share
repurchases.
The Company
repurchased $24.6
$61 million
of shares
and paid $234.3
$255
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 $2.8 another
milestone
of $4.6
billion
in premium
written
by the
Everest
Insurance® division
division.
Diligent
portfolio
management
and generating over $81 million
underwriting
actions
to improve
returns
resulted
in underwriting income withan
improved
94.8%
combined
ratio for
the Everest
Insurance®
division
in 2022
(compared
to a 95.8% 97.1%
combined ratio.
ratio in
2021) and
a
90.4%
attritional
combined
ratio
(compared
to a
91.2%
attritional
combined
ratio
in 2021).
The Everest
Insurance®
division’s
2022
gross
written
premium
also
increased
16.4%
compared
to 2021.
The increase
in our
premium
was
the
result
of disciplined
underwriting
in conjunction
with
our
ability
to capitalize
on improving
economic
conditions,
driving
exposure
growth
and
new
business
opportunities,
a favorable
rate
environment
and
high
renewal
retention.
Our Reinsurance
Division continued
to execute on
its strategy to reduce our
of 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. The Reinsurance Division achieved
while maximizing
profit, ultimately
writing $9.3
billion in
premiums with
a successful 95.4% 96.4%
combined ratio generating approximately $255 million
(compared to a
98.1% combined
ratio in 2021)
and a 86.2%
attritional combined
ratio (compared
to a 86.3%
attritional
combined
ratio
in
2021). The
2022
gross
written
premiums
for
the
Reinsurance
Division
also
increased
3%
compared
to
2021.
Our
premium
growth
has
been
driven
by continued
partnership
with
our
core
clients
and
Everest’s
position
as
a preferred
reinsurance
partner
in the
market.
1
Adjusted shareholders’
equity excludes net
after-tax unrealized (appreciation)
depreciation of available
for sale Fixed
Maturity securities. 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
Everest
Annual
Report.
2
Total Shareholder Return (“TSR”), unless otherwise noted herein, means annual growth in Book Value Per Share (excluding Unrealized Gains and Losses
on
Fixed Maturity
Investments)
plus Dividends
Per Share.
ESG
2023 Proxy
Statement
3
ENVIRONMENTAL,
SOCIAL
AND
GOVERNANCE
Environmental
and Corporate
Social
Responsibility
Our
commitment
to Environmental,
Social
and
Governance
(“ESG”)
issues
is a core
pillar
of our
corporate
strategy
at
Everest.
Our
dedication
to these
values
benefits
our stakeholders,
communities
and the
environment
over
the
long-
term. 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
and their
diversity,
professional
development
and
opportunities
to lead
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
and Information
Technology,
among
others.
The
integration
of
ESG
across
our
Company
is
one
of
our
strategic
priorities
going
forward
in support
of our
overall
strategic
objective
to create
long-term
value
for our
shareholders.
Our
recent
ESG
highlights,
as well
as a
brief
roadmap
of upcoming
disclosure
goals
and
events,
include:
1st Quarter
2022
Launched the EverGreen Business Resource Group. EverGreen focuses on
enhancing and streamlining our efforts to cultivate and drive a company-wide
culture of sustainability focusing on green initiatives throughout the organization.
In 2022, EverGreen held a Hurricane Season Kickoff event with a climate scientist
to present the hurricane season forecast and share his insights on how climate
change impacts the formation and strength of tropical storms and organized an
electronics recycling event at our U.S. headquarters.
Apr-22
Publication
of Everest’s
second
comprehensive
Corporate
Responsibility
Report,
in
accordance
with
the
Global Reporting
Initiative
standards
and
in alignment
with
the
Task
Force
on
Climate-related
Financial
Disclosures
recommendations.
4th
Quarter
2022
and
ongoing
Conducted
a climate
risk
analysis
of our
investment
portfolio
to understand
the
financed
emissions
associated with
our
investments
and
our
exposure
to climate
risks
and
opportunities,
one
of the
key
aspects
of the
Task
Force
on
Climate-
Related
Financial
Disclosures
recommendations.
1st Quarter
2023
Completion of greenhouse gas inventory of Scope 1 and 2 emissions for the 2022
calendar year from our U.S. and international offices. This data will be used to
determine a carbon footprint baseline and support us in developing Scope 1 and
2 emission reduction targets and goals throughout our business operations.
1st Quarter
2023
Completion of greenhouse gas inventory for Scope 3 emissions categories,
including: business travel, employee commuting and purchased goods and
services. This data will be used to create an improved understanding of our Scope
3 emissions and allow us to create emission reduction targets and goals for Scope
3 categories.
Apr-23
Publication of Everest’s supplemental Corporate Responsibility Report disclosures,
available at:
https://www.everestre.com/Corporate-Responsibility
2023-24
Continue to design investment, underwriting income. This is despite another year marked by significant catastrophe activity and product development strategies
to incorporate ESG and climate-related risks and opportunities into our core
business operations.
2023-
24
Invest in initiatives and resources for professional development to arm our people
with industry insured losses estimated in excess of $50 billion.next-generation skills, promotive innovation and support a talented, diverse
As workforce.
ESG
4
2023 Proxy
Statement
Everest
currently
aligns
its
ESG
disclosures
and
initiatives
with
the Company has grown in scale and complexity, the respective President & CEOs
following
five
leading
frameworks:
Global
Reporting
Initiative
(“GRI”)
Standards
The GRI standards are one of the Reinsurancemost widely adopted and globally recognized
standards for sustainability reporting.
Sustainability
Accounting
Standards
Board
(“SASB”)
SASB publishes a set of standards for 77 different industries (including
insurance), which identify the minimal set of financially material sustainability
topics and their associated metrics for a typical company in a given industry.
Task Force
on
Climate-related
Financial Disclosures
(“TCFD”)
The
TCFD
was
set
up
by
the
Financial
Stability
Board
of
the
G20
to
develop
recommendations for
companies
to
use
when
disclosing
climate-related
risks
and
opportunities
to
their
stakeholders.
Principles
for
Responsible
Investment (“PRI”)
The UN-supported PRI is a global leading proponent of responsible investment,
with over 5,000 signatories representing more than U.S.
$120 trillion in AUM.
Principles
for
Sustainable Insurance divisions continue
(“PSI”)
Endorsed by the UN Secretary-General, these principles have led to engage collaborativelythe largest
collaborative initiative between the UN and cohesively with one another. Frequent the insurance industry.
We encourage
you
to go
to our
website
and
review
our
Corporate
Responsibility
Reports
and
associated
disclosures.
Our comprehensive
Corporate
Responsibility
Report
is released
on a two-year
update
cycle;
however,
we produce
supplemental
reports
and open communication between actively
update
our executive leadership team stakeholders
in real-time
during
the year
to highlight
key milestone
accomplishments
in climate
risk
reporting,
diversity
and
inclusion
initiatives
and
community
outreach.
We reported
under the direction
TCFD framework
for the first
time in 2022.
The TCFD
was developed
to implement
more
effective
climate-related
disclosures
to
enable
stakeholders
to
understand
the
concentration
of
carbon-related
assets
in
the financial
sector and
the financial
system’s exposures
to climate
-related risks. The
TCFD is
structured around
four
disclosure
areas:
1) governance,
2) strategy,
3) risk
management
and
4) climate-related
metrics.
Many
of the
TCFD
recommended disclosures are consistent
with our CEOprior
disclosures under the
GRI and oversight SASB
frameworks. Additionally,
our
TCFD
disclosures
include
Scope
3
emissions
categories
demonstrating
our
commitment
to
considering
climate
issues
in our
business
strategy
and operations.
Moreover,
Everest is
a signatory
to the PSI,
a global
sustainability
framework
of the United
Nations Environment
Programme’s Finance
Initiative. The
PSI serves
as a
global framework
for the
insurance industry
to better
understand,
prevent
and reduce
ESG risks
and better
manage
opportunities
to provide
quality
and reliable
risk protection.
The
PSI has
led to
the largest
collaboration
between
the UN
and the
insurance
industry.
More than
200 organizations
have
now joined
the PSI,
representing
about
one-third
of world
premium
volume.
3
Signatories
of the
PSI pledge
to
focus
on embedding
ESG into
company
strategy
and risk
management
procedures,
as well
as working
with
clients,
suppliers,
regulators,
governments
and other
key
stakeholders
to build
awareness
and drive
action
on ESG
issues.
Finally,
as a
signatory
to the
PRI,
the
world’s
leading
proponent
of responsible
investment,
we continue
to refine
our Board ensure
investment guidelines to
comport with the aim
of the PRI. As a unified and proactive approach to risk management and underwriting discipline in order to generate result, nearly
85% of Everest’s total assets
are managed
by other
PRI members,
including
approximately
95%
of its
fixed-income
assets,
which
comprise
the successful returns achieved inmajority
of the past year.
Company’s investment
portfolio.
Corporate
Governance
Profile
and
Compensation
Best
Practices
We are committed to operating operate
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


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.
Proxy Statement 3
Executive Summary
strive to incorporate such
risks, to the extent they
can be quantified, into
our
risk
management
profile
to preserve
the
sustainability
of our
business.
3
Information is latest available from https://www.unepfi.org/insurance/insurance.
ESG
2023 Proxy
Statement
5
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
Proxy Statement
in the
section
entitled “Compensation
“Compensation
Discussion
and Analysis”, Analysis,”
the Board
strives
to respond
to shareholder
concerns
regarding
compensation
practices
from a
governance
perspective.
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. Equality
in opportunity,
career development,
compensation and
respect for
all individuals
are
fundamental
human
rights
that
are
at the
forefront
of our
culture
and
promoted
within
our
workplace.
In 2022,
we
identified
new ways
to expand
and mature
in the
diversity,
equity
and inclusion
(“DEI”)
space.
We approach
DEI as
a consistent,
dedicated
effort
to create
a lasting
positive
impact
on our
colleagues,
clients
and the
communities
we
serve across the globe.
Our Board remains
is 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
three highly
respected
women as
members
of our
Board with
proven
leadership
experience.
Ms.
Gerri
Losquadro
serves
as Chair
of the
Board’s
Risk
Committee,
which
establishes
and monitors
the Company’s
group-wide
risk management
principles,
including
underwriting,
reserve
analysis
and risk
appetite
levels.
Ms.
Meryl
Hartzband
serves
as
Chair
of
the
Board’s
Audit
Committee.
The
Company
also
appointed
Ms.
Hazel
McNeilage
as an
independent,
non-executive
member of
the Board
in November
2022.
Proactive
diversity
recruitment
is integral
to succession
planning
at both
the
board
level
and
throughout
all
levels
of
the
organization.
Our
Talent
Development
team
works
with
senior
management
to identify
diverse
talent
across
the
Company
as potential
leaders.
These
individuals
are provided
management
and executive
leadership
training
and
education
to enhance
their
skill
sets and
provide
opportunities
for advancement.
Our DEI
Council brings
focused attention
and awareness
of social
justice reforms
across the
organization and
society.
Over
the
past
year,
our
council
members
have
helped
shape
and
drive
various
initiatives
and
programs
that
continue
to broaden
people’s
perceptions,
foster
a deeper
understanding
of different
cultures
and
encourage
our employees
to become
involved
in employee-led
initiatives
that connect
colleagues
and provide
opportunities
to serve
in their
communities.
The work of the DEI Council
has helped enhance the employee
experience for all of our colleagues
across the
organization worldwide.
The Council
encourages continuous
and open
dialogue between
executive and
senior
management and
traditionally
underrepresented
groups at
all levels,
without fear
of reprisal
or retaliation,
to identify
areas
of improvement
and
carry
out
the message
of inclusion
both
inside
and
outside
our organization.
Among
the
key actions
led by
the DEI Council
in 2022
were forming
and supporting
additional Employee
Resource Groups
(“ERGs”), developing a regional representation network and
leveraging specific talent development and talent
acquisition
initiatives
that
will
positively
influence
the
composition
of our
workforce.
Increasing
Cultural
Intelligence
&
Bias
Awareness
Training
Cultural
intelligence
refers
to the
ability
to relate
and function
effectively
in culturally
diverse
settings.
We have
helped
to increase
cultural
intelligence
through
the
development
and enhancement
of our
employee
resources.
This
includes
DEI
education
and tools
made available
through
bias awareness
and reduction
training
offered
through
Blue Ocean
Brain
– our
interactive
and immersive
online
learning
platform. In addition,
bias awareness
and reduction
content
has been
incorporated
across
existing
Everest
development
programs.
Everest
employees
completed
over 16,000
hours
of digital
learning
in 2022,
through
a variety of
means, including LinkedIn
Learning, The Institutes,
Workday and Blue
Ocean Brain.
3,827 hours
of
this learning was
dedicated to
compliance courses,
including
harassment
prevention
and enterprise
risk management.
Harassment
Prevention
Training
Everest conducts annual harassment training. Everest expanded its mandatory
Harassment
Prevention
Training to include employees located in our newly
formed
international branch offices.
ESG
6
2023 Proxy
Statement
Everest-NJ LEEP
Partnership
15 Everest employees volunteered for NJ LEEP’s annual industry “Week- on-the-
Job” event which serves low-income and first-generation students. The program
offers 10th grade students real-world experience working in corporations, law
firms and government offices, enabling them to discover new areas of interest
and career possibilities. Everest hosted five students and offered them
opportunities to join several Everest-led technical, professional and development
workshops.
Diversity
Considerations
for Mentorship
Program
Employee participation in the Everest mentorship program continues to expand
as new colleagues join the Everest team and utilize the program to encourage
diverse
participation across the company. The DEI Council, through its ERGs,
took advantage of the mentorship program in proactively matching under-
represented mentees with senior and executive level managers as mentors for
underrepresented colleagues.
Management
Training,
Leadership
Programs and
Networking
Our management and leadership training programs have been revised to include
bias awareness
and reduction education. We have two highly respected women piloted leadership
development programs focused on underrepresented groups, which are now
under consideration for incorporation into the leadership development
curriculum. There has also been a focus on developing networking opportunities
for underrepresented colleagues to have more frequent and direct access to
senior management.
Everest employees completed
14,921 hours of
instructor-led, skills-based
training
in 2022 (approximately 6.25 hours of instructor-led training per employee).
Employee
Resource Groups
Everest supports
our employees
through several
ERGs, including
the Black
ERG,
Latino ERG,
LGBTQ+ ERG,
Pan-Asian
ERG, Women’s
Networking Group
and Everest
Charitable
Outreach. We
also introduced
the Rising Professionals
Group in 2022.
These ERGs
leverage networking
events and
professional
development
opportunities
and promote
cultural traditions
and awareness
at Everest.
These ERGs carried
out various successful
events and
programs in 2022,
including
celebrations of
Women’s
History, Hispanic
Heritage, Pride
Awareness and
Black
History
Months;
the Pan-Asian
World
Showcase;
leadership
coffee
hours
and fireside
chats;
community
involvement
events,
offering
colleagues
the
opportunity
to
support businesses in underrepresented communities; and strategic sponsorship
events.
Everest’s
U.S.
offices
are now
also
closed
in honor
of Juneteenth,
also
known
as members“Freedom
Day,” to commemorate
the effective
end of our Board,slavery
in the U.S.
This
year,
1,223
Everest
employees
participated
in at
least one
of whom servesthe
77 events
held
by
our
ERGs,
totaling
over
3,971
hours
of
employee
engagement in
corporate
sponsored
events.
Awards
Inside
P&C Honors awarded Everest with its Diversity & Inclusion Award, which
recognizes a company in the industry committed to furthering inclusion and
diversity by actively improving the opportunities and advancement of inclusivity
and socio-economic diversity.
Industry Support
Everest is supportive of a variety of initiatives to advance DEI efforts, including
sponsoring
conferences by the National African American Insurance Association
and the International Association of Black Actuaries, as Chairwell as the Dive In
Festival, a leading insurance industry event for advancing DEI in all forms.
Everest also recently became a founding sponsor of the Board’s Underwriting Committee. Further, our executive leadership team includes our recently appointed Hispanic PresidentNetwork of Actuarial
Women and CEO, an experienced female Executive Vice President who heads our global Human Resources department including Talent DevelopmentAllies, whose mission is to connect and an Asian Indian serving as our Executive Vice Presidentempower women of all
backgrounds, races, ethnicities and General Counsel andlife circumstances so they can be successful
in the head of our Bermuda affiliate. Further, we are committed to diversity asactuarial profession.
ESG
2023 Proxy
Statement
7
Training
and
Development
Cybersecurity
In October 2022,
Everest held its inaugural Cybersecurity Awareness Month.
As part of succession planning at
this initiative, we held mandatory,
company-wide training
to teach colleagues
to be vigilant
in spotting red flags
in the executive level by identifyingoffice, as
well as digital
space. We
also
launched
a new Cyber
Corner
with an
easy-to-access
portal
on our
internal
company
website.
This
educational
hub is an accessible repository of regular news, tips and developing female leaders within the organizationinformation to assume more leadership roles. Indeed, ensure that cyber risk
prevention is top-of-mind
for
our executive officers are measured on their diversity initiatives as part of their annual performance evaluations. Such diversity at
employees,
and
that
we all
have
the most senior levels of our organization reflects our commitment
resources
we need
to identify and develop highly qualified women and individuals from minority groups to help lead our Company into the future.
protect
Everest
against
cyber
threats.
Corporate
Responsibility
and
Sustainability
We believe
that
our
future
is determined
by our
actions
taken
today
that
go beyond
just
business
strategy but
and also encompass
incorporate
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:
including
providing
a diverse and
inclusive work environment that
offers employees the
opportunity to further their development;
development,
supporting
our communities
through the
donation of
time and
financial resources;
resources and
working with
our clients
and customers
toward
finding
environmentally
sustainable
solutions
to the adverse
impacts
of climate change;
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
ESG can
be found
in our inaugural
second
Corporate
Responsibility Report.
Report
which
we published
in April
2022
in compliance
with the
GRI framework.
Our 2022
supplemental
disclosures
were
also
published
in April
2023
with
updated
data.
We invite
shareholders
to
carefully
review the report
these reports
which is are
available on the front page of the Company’s website under the “Corporate Responsibility” header
at http://www.everestre.com www.everestre.com/Corporate
-Responsibility
and welcome
feedback
on our progress. Although our report is written in accordance withprogress
and the Global Reporting Initiative (“GRI”) sustainability reporting standards, we are working toward
reports.
The Company
also making our included
additional
climate-related
disclosures compliant
in
alignment
with
the Sustainability Accounting Standards Board (“SASB”).
TCFD
recommendations
within
its 2022
supplemental
Corporate
Responsibility
Report.
Community
Outreach
& Volunteer
Work
Everest Charitable Outreach
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 .
ECO
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.
4 Everest Re Group, Ltd.
Executive Summary

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
that
encourage
active
employee
participation
in a
variety
of events
within
their
local
communities
and
neighborhoods.
In furtherance
of this
goal,
we were
proud
to support
over
450 of
our
employees
committing
1,350
volunteer
hours
in 2022
to support
a range
of charitable
causes,
including:
RARITAN
HABITAT
FOR
HUMANITY
Everest employees from our New Jersey and reliable employee participationNew York offices volunteered with
Raritan Valley Habitat for Humanity to assemble benches for a community
garden in Flemington, New Jersey, as part of a larger civic revitalization project.
GROW-A-ROW
Employees
volunteered
with
Grow-a-Row
to glean
apples
to be
distributed
to those
struggling
with
food
insecurity
and
would
otherwise
be unable
to buy
fresh
produce
for
themselves.
The
group
gleaned
3,150
pounds
of apples,
which
will
provide
about
12,600
servings.
The
apples
picked
were
sent
to a
community
food
bank
truck,
bound
for
one
of Grow-A-Row’s
hunger
relief
partner
organizations
such
as
the
Community
Foodbank
of New
Jersey,
City
Harvest
in New
York
City,
Philabundance
in
Philadelphia,
the
Mid-Atlantic
Regional
Cooperative
and
at free
farmers
markets
in
Camden,
Jersey
City,
East
Orange,
Newark,
Morristown
and
Trenton,
New
Jersey
and
Philadelphia,
Pennsylvania.
On another
occasion,
Everest
volunteered
with Grow-A-Row
for a peach
tree thinning
event.
Tree thinning
is an important
agricultural
practice
that improves
trees’
growth
rates,
health
and
ability
to yield
high-quality
produce.
ESG
8
2023 Proxy
Statement
CAMP JOTONI
Camp
Jotoni is a special needs summer camp for children and adults with
disabilities. 15 of our colleagues participated in a varietyclean-up day to prepare the
facilities, cabins and grounds for the summer sessions.
COVENANT
HOUSE SLEEP
OUT
Everest supported
the Covenant House
(Re) Insurance
Industry Sleep Out
event in
2022.
The
Covenant
House aids homeless
youth by providing
shelter, food,
clothing and
essential services such
as job training,
education, healthcare,
mental health
counseling and
legal aid.
Everest’s team raised
$14,830, which
included a $10,000
corporate contribution
to Covenant House.
PORT LYMPNE
ANIMAL RESCUE
A team of events within their35 volunteers from the London Reinsurance team volunteered at Port
Lympne, a local communities
animal reserve and neighborhoods.breeding sanctuary for rare and endangered
animals to construct a new Meerkat reserve.
AKHIL AUTISM
FOUNDATION
Nine
Everest
employees,
as
well
as additional
friends
and
family
participated
in the
Akhil
Autism
Foundation
3k/5k
walk
to raise
funds
for
autism
research.
RISE AGAINST
HUNGER
Everest
employees
across
10 offices
volunteered
with
Rise
Against
Hunger
to pack
72,363
nutritious
meals
that
were
distributed
to Rise
Against
Hunger’s
partners
throughout
the
world.
UNITED WAY
TOOLS FOR
SCHOOLS
125 Everest
employees
donated
to United
Way’s
Tools
for Schools
program
in 2022
to provide
much-needed
school
supplies
to students
and teachers
in local
communities.
Employees
across
12 offices
donated
over 1,000
items
and we
surpassed
our goal
of donating
$10,000
worth
of school
supplies.
SOLES4SOULS
New in
2022,
U.S.
employees
can support
Soles4Souls
on an
ongoing
basis.
Soles4Souls
is a U.S.-based
nonprofit
that collects
unwanted
shoes
and clothing
and
provides
them to
those
in need.
Employees
are able
to donate
shoes
and clothing
to
reduce
waste.
In 2022,
employees
donated
over 170
pairs
of shoes
and 190
pieces
of clothing.
Everest
Cares
Everest
Cares
is our
global
philanthropic
program,
designed
to align
a substantial
portion
of our
charitable
giving
with three
of the
United Nations’
17 Sustainable
Development Goals:
climate, hunger and
justice. These pillars
align
with
our employees’
passions
to create
a sense
of shared
purpose
that
connects
them
to the
Company,
their
community
and the
world.
We recognize
the cross-cutting
nature
of these
issues,
including
the effects
of climate
change
upon our
food
supply
and the
disproportionate
impacts
of climate
change
and environmental
injustices
on
vulnerable
communities.
Through
this
program,
we intend
to demonstrate
to our
employees,
shareholders
and the
global
community
that
Everest
is more
than
a promise
to pay
claims.
We have
partnered
with
charitable
organizations
that
align
with
the identified
pillars.
Our Employee
Matching
Gifts
program
is a component
of our Everest
Cares program
and matches
employee donations
dollar for
dollar made
to pre-selected
organizations,
which
focus
on our
three
philanthropic
pillars.
Overall,
including
Everest
Cares,
the
Company
and
its
employees
donated
approximately
$600,000
in 2022
to a
range
of charitable
organizations.
Climate
Change
and Environmental
Conscience
Policy
Climate change is
a real and
persistent threat. As
a global (re)insurance
organization, our
business involves
protecting
our customers through insurance and reinsurance from
the impact of natural
catastrophes including and large-scale
weather events that are more frequent or severe. through insurance
and
reinsurance.
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.
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.
ESG
2023 Proxy
Statement
9
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 are committed employ
a data-driven
approach to
responding to
these risks
in all aspects
of our
business,
from
modelling,
to actuarial
and
to
underwriting.
We 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
half-century
of
operating history as a
global insurance and reinsurance organization. Our
pricing and exposure models strive
to quantify
the
human
impacts
of
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
risks associated
with exposure
to climate
change. 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 financial 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,
remaining
pro-
active
and forward-looking
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.
Addressing climate
risk is
fundamental to
our long-term
sustainability.
We approach
the challenge
of climate
risk in
a
measured,
team-oriented
fashion
leveraging
our intellectual
capital,
historical
data
and
organizational
passion.
True
to our culture, we identify
tactical areas of opportunity
in mitigating climate
risk across four broad
pillars: (1) adhering
to the
PRI as
a strategic
component
of our
investment
portfolio;
(2) utilizing
our vast
(re)insurance
experience
in
working with
the global
community to
enhance risk
protection
through our
adoption of
the Principles
for Sustainable
Insurance;
(3) providing
insurance
protection
for clean
energy
programs;
and (4)
influencing
societal
behavior
to
mitigate climate change
risk.
Climate Risk Actions and Initiatives
UN-PRI Signatory
•
Everest
continually
assesses
the impact
of climate
risks on
our investment
portfolio
and
identifies
investment
opportunities
in the
shift
to a
low-carbon
global economy.
•
We review
and update
our investment
guidelines
to reflect
the PRI.
We also
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.
Our investment
strategy
assumes
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.
•
We review
the
investment
guidelines
and
actions
of our
pertinent
third-party
asset
managers
to ensure
their
compliance
with
the
PRI
in
the
context
of
the
portfolios
that
they
manage.
Our main
fixed
income
asset
manager
has had
a policy
in place since
2019 restricting any
further purchase of
bonds on
behalf
of Everest
issued
by companies
that
generate
more
than
25% of
their
revenue
from coal.
As of
year-end
2022,
less than
$20 million
of our
fixed
income portfolio
is exposed
to companies
that derive
greater than
25% of
their
revenue
from
coal-related
businesses,
while
our public
equity
portfolio
had approximately
$2 million
of coal
-related
exposure,
and our
private
equity
portfolio
had less
than
$100,000
of exposure,
which
represent
a significant
decrease
in investment
exposures
to coal
over
the past
few years.
•
Currently,
Everest
has invested
over $200 million
in green bonds,
which
are fixed-
income
instruments
specifically
designed
to
fund
projects
with
environmental
and/
or climate
or other social
benefits. We also
hold nearly $20
million of
investments
in three ESG-related exchanged-traded funds (“ETFs”)
helping enable the
production
of
renewable
energy
in
various
areas
of
the
world.
ESG
10
2023 Proxy
Statement
UN-PSI Signatory
• Everest is a
signatory
to the PSI, a global sustainability framework of the
United Nations Environment Programme’s Finance Initiative.
•
The PSI serves as a global framework for the insurance industry to better
understand, prevent and reduce ESG risks and better manage opportunities to
provide quality and reliable risk protection. The PSI has led to the largest
collaboration between the UN and the insurance industry and has steadily
grown to represent over 30% of world premium volume.
•
Everest is proud to have already reported initial disclosures in accordance
with the PSI framework, contained within Everest’s recently published
Corporate Responsibility Report, within four months of officially becoming a
signatory to the PSI.
•
Going forward, Everest will continue to support the PSI by among other
actions: working with communities to develop insurance solutions to help
transition to renewables; supporting government sponsored green initiative
programs; providing market leading project credit coverages; and providing
coverage to protect against defaults by renewable energy developers.
Providing
Insurance
Protection
for
Clean Energy
Programs
As the renewable energy industry rapidly grows, Everest is committed to helping
lead the transition to a clean energy future. McKinsey estimates that by 2026,
global renewable-electricity capacity will rise more than 80 percent from 2020
levels, and by 2035, renewables will generate 60 percent of the world’s
electricity.4 This dramatic growth presents an excellent insurance growth
opportunity, with some recent highlights and initiatives by Everest in this area
listed below:
•
Everest
insures
the International
Finance
Corporation’s
Managed
Co-Lending
Portfolio Program (“MCPP”).
The MCPP is
one of the
most successful efforts
to
date
to
connect
institutional
investors
with impact-
driven
opportunities
that
support
global
development
priorities.
Insurance
company
participants
use
unfunded
structures
to
provide
the
MCCP
with
credit
coverage
on
individual
loans. Everest has supported the funding of the following projects through the
MCCP over the past year:
–
Financing climate smart
projects in Colombia to
mitigate the impacts
of climate
change;
–
Lending to small
and medium-sized enterprises
in Nepal to
priority sectors of
agriculture and tourism;
–
Lending
to
underserved
micro,
small
and
medium-sized
enterprises
in
rural
areas of India with a focus on emission standard compliant vehicles;
–
Lending
for
trade
related
short-term
financing
to
small
and
medium-sized
Nigerian enterprises, affected by the COVID-19 pandemic;
–
Lending to eligible
climate projects to
assist a local
Kenyan bank meet
its target
of greening 25% of its loan portfolio by 2025.
4
See
https://www.mckinsey.com/industries/electric
-power-and-natural-gas/our-insights/renewable
-energy-development-in-a-net-zero
-world
ESG
2023 Proxy
Statement
11
• A
growing
portion of
our global
project finance
credit insurance
segment relates
to allocating
capacity to
renewable energy
projects,
enabling financers
to
provide additional
credit for
renewable
energy development.
Among other
projects,
we have provided
credit risk
insurance
for renewable
energy projects,
including solar
and wind energy
in Brazil,
Chile, Colombia,
Egypt, Mexico,
Panama, Peru,
Senegal, South
Africa and
Taiwan. For
example, in Taiwan,
Everest supported
the conversion
of a 2GW portfolio
of diesel generators
to
natural gas
and the installation
of solar power
generation.
In Peru, Everest
supported
a development
finance institution’s
construction
of a 300MW
wind
farm.
•
• A growing
percentage
of our
excess
casualty
energy
portfolio
is comprised
of
electric
power
generation
from clean
energy
sources.
Recent
examples
include
providing
capacity
to Vineyard
Wind in
connection
with a
significant
off-shore
wind
project
development
on the
outer
continental
shelf
south
of Massachusetts
which
will be
among
the first
utility-scale
offshore
wind
energy
projects
in the
U.S.,
as well
as providing
capacity
to SOLV
Energy,
a leading
solar
services
provider
serving
the utility,
high voltage
and energy
storage
markets in
North
America,
which
has helped
build
over 8GW
of solar
energy
projects
since
2008.
• In 2022,
Everest began
providing reinsurance
support for
Marsh’s new
hydrogen
facility,
a first-of-its-kind
insurance
and reinsurance
facility
that
provides
dedicated
insurance capacity
for new and
existing green
and blue hydrogen
energy projects
globally. Energy
operators
have found
it particularly
challenging
to secure
adequate insurance
for these new
and emerging
technologies;
however, Marsh’s
facility
will support
the scale-up
of the clean
hydrogen
industry and
expedite the
transition
to renewable
energy.
•
Everest
provides
reinsurance
support for
the New Energy
Risk program,
which
provides
insurance coverage
for companies
developing
breakthrough
technologies,
including fuel
cells, energy
storage, carbon
capture,
renewable
fuels and
waste-to-energy
solutions.
This coverage
helps project
developers
access capital
to accelerate
the deployment
of these technologies
to address
global challenges.
• We also provide reinsurance support for the Clean Energy Risk
Solutions
program, which provides performance warranties for renewable energy
projects and enables debt financing. This protects the development and global
distribution of clean energy technologies that deliver value to the renewable
energy markets, including solar, waste-to-energy and energy storage.
• We
partnered
with Associated Electric & Gas Insurance Services, a mutual
insurance company,
to offer an array of property and casualty products
designed for the renewable energy industry, including solar energy, battery
storage facilities and wind assets.
• Everest Insurance® has partnered with one of the largest
underwriters
of
renewable energy projects in North America to provide property coverages for
wind and solar energy facilities.
• Everest has written an expanding amount of
tax liability insurance coverage in recent
years,
which
can protect against the loss of
investment
or production tax credits for
renewable energy projects and can potentially mean the difference between a project
receiving sufficient investment and commencing start-up or not. We expect further
opportunities in this area as governments encourage the growth of the
renewable
energy sector.
ESG
12
2023 Proxy
Statement
Supporting a
More Sustainable
Economy
Everest is also supporting the development of innovative technologies through loan
guarantees which will help support the transition to a
more sustainable economy. This
includes loan guarantee support for:
•
Materials technology platform
focused on a recyclable,
biodegradable and marine
-safe
packaging
applications
and
solutions
to
solve
the
difficulties
of
processing
polymer
polyvinyl
alcohol,
expand
the
use
of
sustainable
plastic
and
facilitate
the
circular
economy;
•
Biotech company with
global operations supporting sustainable tailings
management by
extracting valuable minerals
currently discarded from
mining operations which
results
in reduced mineral waste and a new
source of recycled water;
•
Biotech company offering a
variety of solutions,
including consumer products to
replace
toxic chemicals in household,
personal care and industrial products;
technologies that
make
the
oil
and
gas
industry
more
sustainable;
and
organic
and
biorational
soil
technology
to
improve
farmer
profits
and
soil
health,
with
the
benefits
of
carbon
sequestration and reduced nitrous oxide emissions.
Influencing
Societal Behavior
to Mitigate
Climate
Change Risk
•
We also seek to influence change in behavior to improve the environment and
mitigate
the human impact on climate change.
•
We have
reduced
our
capacity and
exposure
to
regions
more
susceptible
to
increased
severity
of
climate change,
thereby,
proactively
helping
to
curb
the
expansion of human activity into environmentally sensitive locations.
•
We
work
with
our
insureds
to
consider
the
impact
of
climate
risk
on
their
operations
and property in conjunction with underwriting, engineering and loss
mitigation services we provide.
•
We provide
insurance premium
credits to
policyholders that
demonstrate sound
environmental
practices
and
adopt
loss
mitigating
measures
to
protect
their
facilities and operations
as an economic incentive
to reduce their
exposure to
risk of loss associated with exposure to climate change. 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.
Memberships
and
Affiliations
The Company is active in various affiliations and memberships in supporting our customers
and clients in the transition
from
a carbon
economy
to help carry out its environmental policy. renewables.
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 Company example,
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
at:
www.reinsurance.org/Advocacy/RAA_Policy_Statements. Finally,
As
noted
above,
Everest
is also
a signatory
to the United Nations’ supported Principles for Responsible Investment
PRI
and
has been
incorporating Environmental, Social and Governance (“ESG”)
ESG principles
into
our
investment
guidelines and decisions in accordance with UN-PRI Principles.the PRI. The UN-PRIPRI is the world’s leading proponent
of responsible
investment,
with over 2,300
5,000 signatories
representing
more than
US$82120 trillion
in assets
under management.management
as
of November
2022. The UN-PRI
PRI defines
responsible
investment
as a
strategy
and practice
to incorporate
ESG factors
into
investment
decisions
and active
ownership.
The PRI
is a
part
of the
United
Nations
Environment
Programme’s
Financial Initiative.
Finally,
Everest
is one
of the
few Bermuda
or North
American-based
insurance
sector
companies
to sign
on to
the
PSI,
which
ensures
better
management
of
ESG issues
and
strengthens
the
insurance
industry’s
contribution
to building
a resilient,
inclusive
and sustainable
society.
Everest’s
commitment
to the
PSI reflects
our recognition
of the impact
of climate
change
on the
global
environment
and
our
stated
goal
of achieving
a zero-emissions
workplace
across
all
global offices by 2050.
ESG
2023 Proxy
Statement
13
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
that the
Company
is exposed
to 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
We have
established
a robust
risk
management
process
to identify,
research,
assess
and address
various
business
risks.
As a (re)insurance
company,
we are
at the
forefront
of identifying
and limiting
climate
change
risks.
We are
exposed to climate-related
risks on both
sides of the Company’s
balance sheet –
as risk carriers,
as well as
institutional investors.
Everest closely
monitors the
risks posed
by climate
change, including
physical and
transition related
risks which
may
result in
short, medium
and long-term
impacts to
insurance and
reinsurance
organizations. Everest
acknowledges the
transition
risks
related
to climate
change,
including
political,
regulatory,
technology
and
reputational
risks.
Everest’s
underwriting
and
investment
strategies
consider
the
transition
risks,
including
through
enhancing
renewable
energy
coverage
and limiting
fossil
fuel investments.
A key component
of our ERM
framework
is the implementation
of a new
Integrated
Risk Management
(IRM) tool
to help
us establish
a thorough
register
of all
enterprise
risks,
formalize
our process as “Robust”
for managing
risks,
increase
cooperation among
colleagues and
escalate relevant
risks. Most importantly,
the IRM tool
will help us
build consensus
about
the initiatives
required
to mitigate
negative
effects
should
any
of these
risks
materialize.
There
are
two core
components
of this
system
– Risk
Lifecycle
and Risk
Events:
•
Risk Lifecycle
—this component pertains
to identifying, analyzing,
assessing and monitoring
risks. Also, included
in its December 2019 rating report places this
component is
an area
to capture
current controls
and future
plans around
the Company among identified
risks. The Risk
Lifecycle
is
currently
being
rolled
out across
the top ratingsorganization.
•
Risk Events
—this component will
allow for
reporting of Bermuda and North American (re)insurers. The S&P report notesan
event or
situation that Everest has “demonstrated a strong commitment can
impact the organization.
The
Risk
Events
component
is scheduled
to enhancing its ERM framework and has consistently managed to risk-adjusted return metrics.”be
rolled
out
in the
first
half
of 2023.
Operations
Everest
is also
cognizant
of physical
climate
risks
when making
operational
decisions
to ensure
our infrastructure
can adapt
to the
impacts
of climate
change.
While
Everest,
as a (re)insurance
organization,
has a
modest
ecological
footprint,
the Company
nonetheless
strives
to maintain
an environmental conscience
consciousness
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:
features:
Proxy Statement 5
Location
ESG Features
Warren,
Executive Summary

Our new U.S. operational headquarters in New Jersey which is
(U.S.
Headquarters)
• LEED and Energy Star
Silver
certified and contains such features as a green
• Green roof charging
• Charging stations for electric vehicles
• Natural light-maximizing workspaces that maximize the use of natural light and various other sustainability and energy savings features;
Hamilton, Bermuda (Corporate Headquarters)
• Double-glazed solar controlled glass
• Seawater
air
conditioning
system
• Energy-conserving
lighting
Chicago,
IL
• LEED Gold
certified
Houston, TX
• LEED Gold certified
Los
Angeles,
CA
• LEED
Platinum
certified
New
York,
NY
• LEED Gold
certified
San Francisco, CA
• LEED Platinum certified
Tampa, FL
• LEED Gold certified
Walnut
Creek,
CA
• LEED Gold
certified
re-20221231p18i1 re-20221231p18i0
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; andESG
14
2023 Proxy
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.
Statement
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.
In addition,
we are
proud
that
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
a given
year.
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
and 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
to develop
and implementing
implement
loss
prevention
practices, and workplaces that not only
promote
worker
safety
at our clients’ their
facilities but
and
integrate
the
latest
environmentally sustaining
sustainable
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
•
We
are
committed
to
ensuring
that
we
understand
our
shareholders’ issues and potential concerns, and that our
shareholders
understand
our
corporate
governance
and
executive compensation programs. This includes how our
executive
compensation
program
rewards
the
achievement
of
our
strategic
objectives
and
aligns
the
interests
of our
Named
Executive
Officers
with
those
of
the
Company’s
shareholders.
• Overall,
our
shareholders
expressed
support
for
our
long-term
strategy,
Investor
Day
and
ESG
initiatives.
There
was
universal
appreciation for
the opportunity
to engage
in the
outreach
discussions
and our
willingness
to consider
shareholder
input
into our governance protocols.
We have
reached
out to
shareholders
totaling approximately
ESG
2023 Proxy
Statement
15
Highlights
of our
corporate
governance
and
compensation
best
practices
include:
Governance
Profile
Best
Practice
Company
Practice
ü
⬝⬝
Size of Board
9
ü
⬝⬝
Number
of Independent
Directors
7
ü
⬝⬝
Board
Independence
Standards
The Board has adopted director independence
standards stricter than the listing standards of the
NYSE.
ü
⬝⬝
Director
Independence
on Key
Committees
The Board's Audit, Compensation and Nominating
and Governance Committees are composed
entirely of independent directors.
ü
⬝⬝
Separate
Chairman
and
CEO
Yes
ü
⬝⬝
Independent
Lead Director
Yes
ü
⬝⬝
Annual
Election
of All
Directors
Yes
ü
⬝⬝
Majority Voting for Directors
Yes
ü
⬝⬝
Board Meeting Attendance
Each director or appointed alternate director
attended 100% of Board meetings in 2022.
ü
⬝⬝
Annual
General
Meeting
Attendance
Director attendance
is expected
at the Annual
General Meeting
per Governance
Guidelines,
and
100% of directors
attended the
2022 Annual
General Meeting.
ü
⬝⬝
No Over-Boarding
Directors are prohibited from sitting on the boards
of competitors.
ü
⬝⬝
Regular
Executive
Sessions
of
Non-Management
Directors
Yes
ü
⬝⬝
Shareholder FeedbackAccess
As part No minimum share ownership or holding
thresholds is necessary to nominate qualified
director to Board.
ü
⬝⬝
Policy
Prohibiting
Insider
Pledging
or
Hedging
of our governance practices, weCompany’s
Stock
Yes
ü
⬝⬝
Annual
Equity
Grant
to Non-Employee
Directors
Yes
ü
⬝⬝
Annual
Board
and
Individual
Director
Performance
Evaluations
Yes
ü
⬝⬝
Clawback Policy
Clawback Policy covers 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.
ü
⬝⬝
Code of Business Conduct and Ethics for
Directors and Executive Officers
Yes
ü
⬝⬝
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
Named
Executive
Officers.
ESG
16
2023 Proxy
Statement
Governance
Profile
Best
Practice
Company
Practice
ü
⬝⬝
Double Trigger for Change-in-Control
Yes
ü
⬝⬝
No Excise Tax Assistance
No “gross-up” payments by the Company of any
“golden parachute” excise taxes upon a change-in-
control
ü
⬝⬝
Say on Pay Frequency
Say on Pay Advisory Vote considered by
Shareholders annually reach out
ü
⬝⬝
No Re-pricing of Options and SARs
The Board adheres to our top 20 institutional investors to gauge emerging best practices themes in governancea strict policy of no re-
pricing of Options and shareholder values. BecauseSARs.
ü
⬝⬝
Minimum Vesting Period of the practical limitations in meeting with all of our shareholders, we augment such outreach with publications, seminarsOptions and other materials in order to continually assess our governance standards. Based on the feedback of our shareholders,
Restricted Shares
Minimum one-year vesting period for equity
awards
However, the Board has takenalways instituted a five-
year vesting period for equity awards to executive
officers except for performance shares which must
meet key performance metrics over the following actions effective Januarycourse of
three years prior to settlement.
Three-year vesting period for equity awards to
Directors
ü
⬝⬝
Share Recycling
No liberal share recycling
ü
⬝⬝
Stock Ownership Guidelines for Executive
Officers
Six times base salary for CEO; three times base
salary for other Named Executive Officers
ü
⬝⬝
Stock Ownership Guidelines for Non-
Management Directors
Five times annual retainer
ü
⬝⬝
Use of Performance Shares as Element of
Long-Term Incentive Compensation
Yes
Voting
Matters
and
Board’s
Voting
Recommendations
Proposal
Board’s
Voting
Recommendations
Page
Election
of Director
Nominees
(Proposal 1)
FOR ALL
DIRECTOR NOMINEES
17
Appointment
of PricewaterhouseCoopers
LLP
as
Company Auditor
(Proposal
2)
FOR
87
Non-Binding
Advisory
Vote
on Executive
Compensation
(Proposal
3)
FOR
88
Non-Binding
Advisory
Vote
on Frequency
of Vote
on Executive Compensation
(Proposal
4)
FOR 1 2020:
YEAR
89
Corporate
Name
Effective January 1, 2020, the Board implemented a cap on non-employee director compensation to $450,000.
Change
(Proposal 5)
FOR
90
In light of shareholder concerns regarding Mr. Taranto’s outsized non-employee director compensation, the board did not renew Mr. Taranto’s Chairmanship Agreement upon the Agreement’s expiration on December 31, 2019.
The Board expanded its climate change policy and integrated climate change risk within its risk management oversight and the Company’s sustainability report.

6 Everest Re Group, Ltd.
Executive Summary
Highlights of our corporate governance and compensation best practices include:
Governance Profile Best PracticeCompany Practice
✔Size of Board9
✔Number of Independent Directors7
✔Board Independence StandardsThe Board has adopted director independence standards stricter than the listing standards of the NYSE
✔Director Independence on Key CommitteesThe Board’s Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors
✔Separate Chairman and CEOYes
✔Independent Lead DirectorYes
✔Annual Election of All DirectorsYes
✔Majority Voting for DirectorsYes
✔Board Meeting AttendanceEach director or appointed alternate director attended 100% of Board meetings in 2019
✔Annual General Meeting AttendanceDirector attendance expected at Annual General Meeting per Governance Guidelines, and 100% of directors attended the 2019 Annual General Meeting
✔No Over-BoardingDirectors are prohibited from sitting on the boards of competitors
✔Regular Executive Sessions of Non-Management DirectorsYes
✔Shareholder AccessNo minimum share ownership or holding thresholds necessary to nominate qualified director to Board
✔Policy Prohibiting Insider Pledging or Hedging of Company’s StockYes
✔Annual Equity Grant to Non-Employee DirectorsYes
✔Annual Board and Individual Director Performance EvaluationsYes
✔Clawback PolicyClawback 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 OfficersYes
✔No Separate Change in Control Agreement for the CEOCEO participates in the Senior Executive Change in Control Plan (“CIC Plan”) along with the other NEOs
✔No Automatic Accelerated Vesting of Equity AwardsAccelerated equity vesting provisions are not and will not be incorporated in the employment agreements of any Named Executive Officer
✔Double Trigger for Change-in-ControlYes
✔No Excise Tax AssistanceNo “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change-in-control

 Proxy Statement 7
 Executive Summary

✔Say on Pay FrequencySay on Pay Advisory Vote considered by Shareholders annually
✔No Re-pricing of Options and SARsThe 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 RecyclingNo liberal share recycling
✔Stock Ownership Guidelines for Executive OfficersSix times base salary for CEO; three times base salary for other Named Executive Officers
✔Stock Ownership Guidelines for Non-Management DirectorsSix times annual retainer
✔Use of Performance Shares as Element of Long-Term Incentive CompensationYes


8 Everest Re Group, Ltd.
Executive Summary
Voting Matters and Board’s Voting Recommendations
ProposalBoard’s Voting RecommendationsPage
Election of Director Nominees
(Proposal 1)
FOR ALL DIRECTOR NOMINEES 10
Appointment of PricewaterhouseCoopers LLP as
Company Auditor
(Proposal 2)
FOR 83
Non-Binding Advisory Vote on Executive
Compensation
(Proposal 3)
FOR 84
Approval of the Everest Re Group, Ltd. 2020 Stock Incentive Plan
(Proposal 4)
FOR 85

Proxy Statement 9
Proposal No. 1—Election Ofof Directors
2023 Proxy
Statement
17
PROPOSAL
NO.
1—ELECTION
OF
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 2020
2023
Annual
General
Meeting,
the nominees
for director
positions
are to
be elected
to serve
until
the 2024
Annual General Meeting, the nominees for director positions are to be elected to serve until the 2021 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
in
February 26, 2020,
2023,
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,
Hazel McNeilage,
Roger M.
Singer and
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.
Retiring DirectorImportant
Factors
in
Dominic J. Addesso is retiring from the
Assessing
Board effective upon the expiration of his current term at the Annual General Meeting. This follows Mr. Addesso’s retirement as President and CEO of the Company on December 31, 2019. Mr. Addesso became Chief Executive Officer of the Company, Everest Reinsurance Company (“Everest Re”) and Everest Reinsurance Holdings, Inc. (“Everest Holdings”) on January 1, 2014.
Mr. Addesso’s leadership and insights as our CEO and Board member of the Company over the years have helped lead the Company to where it stands today as well as position the Company for the future. Accordingly, it is with deepest appreciation and profound gratitude that the Company and the Board thank Mr. Addesso for his guidance and significant contributions to the Company’s success.
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:
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 evaluatingoversight
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, key
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 talent.
and
long-term
sustainability
strategy.
•
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.
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.

10 Everest Re Group, Ltd.
re-20221231p22i0
Proposal No. 1—Election Ofof Directors
18
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.
2023 Proxy
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.
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.
Statement
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 a
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.
Proxy Statement 11
Passing
of Board
Director
John
A.
Weber
All of us
at Everest
were deeply
saddened by
the passing
of our dear
friend
and colleague
John A.
Weber. Mr.
Weber
was elected
to the Everest
Board in
2003,
serving
as Chairman
of the
Investment
Policy
Committee
for 18
years,
and
having
most
recently
served
on the
following
Committees
in 2022:
Audit,
Compensation,
Executive,
Investment
Policy
and
Nominating
and
Governance.
Mr. Weber also served as a director of the Company’s
Bermuda operating
subsidiaries Everest
Reinsurance (Bermuda),
Ltd. and Everest International
Reinsurance, Ltd. Mr. Weber’s
contributions to Everest over
the past two
decades
have been
instrumental
to Everest’s
growth,
strategic
evolution
and
results. Mr. Weber
was valued not
only for his
financial and investment
insights
as
the
Chair
of the
Investment
Policy
Committee,
but
also
his
compassion
and
humility
as a
leader.
Everest
is a better
company
in all
respects
as a
result
of
Mr. Weber’s service.
He will be
sincerely missed,
and the Company
is privileged
to have
had the
benefit
of such
a deeply
committed
Board member.
re-20221231p23i0
Proposal No. 1—Election Ofof Directors
2023 Proxy
Statement
19
Information
Concerning
Director
Nominees
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: 71
Director Since: September 19, 2012
Independent
Committees:
•Audit
•Compensation (Chair)
•Nominating and Governance
•Underwriting
Age: 74
Director
Since:
September
19,
2012
Independent
Committees:
•
Audit
•
Compensation
(Chairman)
•
Nominating
and
Governance
•
Risk
Qualifications
 
Qualifications and Skills:
• Executive Leadership
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Accounting
•
Corporate
Governance
• Business
Finance and Accounting
Operations
Corporate Governance•
Business Operations
International
• Risk
Risk Management
•
Claims
Background: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,
York.
He is
also
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.
12 Everest Re Group, Ltd.
re-20221231p24i0
Proposal No. 1—Election Ofof Directors
20
2023 Proxy
Statement
JUAN C. ANDRADE, CEO & PRESIDENT
Age: 54
Director Since: February 26, 2020
Non-Independent
Committees:
•Investment Policy
•Underwriting
•Executive
Age: 57
Director
Since:
February
26,
2020
Non-Independent
Committees:
• Investment
Policy
•
Risk
•
Executive
Qualifications
 
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.
Leadership
• Corporate
Governance
• Insurance/Reinsurance
Industry
Experience
• International
• Finance
and
Accounting
•
Risk
Management
• Business
Operations
•
Regulatory
• Mergers
and
Acquisitions
•
Claims
•
Marketing
and
Branding
Background:
Juan C.
Andrade becameis
President and Chief
Executive Officer
of Everest Re
Group, Ltd.,
a leading global
provider of
reinsurance
and Presidentinsurance
solutions.
Juan
has
close
to 30
years
of experience
in the
insurance
industry,
successfully
leading
large
and
complex
domestic
and
international
businesses.
He has
served
in executive
leadership
roles
in underwriting,
product
development
and
innovation,
claims,
sales
and distribution,
strategy
development
and general
management.
Juan joined
Everest from
Chubb where
he was responsible
for their
general insurance
business
in more than
50
countries
outside
of North
America.
Before
commencing
his
insurance
career,
Juan
worked
in national
security
and
international
affairs
within
the
U.S.
Federal
Government’s
Executive
Branch
and
The
Executive
Office
of
the
President.
Juan
serves
on the
Board
of Directors
of USAA,
a leading
provider
of insurance,
investing
and
banking
solutions
to
members
of the
U.S.
military,
veterans
and their
families.
He was
recently
recognized
by Latino
Leaders
Magazine
for
his service
and contributions
to USAA.
Juan
serves
on the
Board
of Overseers
of the
St.
John’s
University
School
of Risk
Management,
Insurance
and
Actuarial
Science.
Juan
is a
member
of the
Board
of Trustees
of The
Institutes,
an organization committed to meeting the evolving professional
development needs of the Company, Everest Re, Everest Global Services, Inc. (“Everest Global”) risk management
and Everest Holdings insurance
community.
He also
serves
on January 1, 2020. Mr. Andrade also serves as Chairman the
Board of
Directors
of the Board
American
Property
Casualty
Insurance
Association (APCIA), the
primary national
trade association for
the insurance industry.
Juan is a
member of Bermuda Re the
Geneva
Association,
the only
international
association
of insurance
companies
and International Re. the
think
tank for
the global
insurance
industry.
Geneva
Association
members
protect
2.6 billion
people
worldwide
and manage
over
$21 trillion
in assets.
He is also
a director member
of Everest Holdings, Everest Global and Everest Re Advisors, Ltd (“Everest Re Advisors”), as well as Chairman The Wall
Street Journal’s CEO
Council, an
exclusive invitation-only group
of the Board world’s
leading CEOs
and President influential
global business
leaders.
Juan received
a Bachelor
of Mt. Whitney Securities, LLC (“Mt. Whitney”).Science
degree in
Journalism with
a minor
in Political
Science from
the University of
Prior to joining the Company, Mr. AndradeFlorida
and 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
honored
as a
Distinguished
Alumni
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 2018.
Juan
was also Executive Vice President
inducted
into the
University
of ACE, Florida
College
of Journalism
and Chief Operating Officer for ACE Overseas General, with responsibilities both Communications
Hall
of Fame
in 2021.
This
honor
recognizes
alumni
who
have
excelled
in
their
careers
and
has
only
been
awarded
to
165
individuals
since
inception
in 1970.
He serves
on
the
University
of
Florida Foundation National Board.
He also
holds a
Master of
Arts degree
in International
Economics and
Latin American
Studies from
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 for The Progressive Corporation.Johns
Hopkins
Proxy Statement 13University
School of
Advanced
International
Studies.
re-20221231p25i0
Proposal No. 1—Election Ofof Directors
2023 Proxy
Statement
21
WILLIAM GALTNEY INDEPENDENT LEAD DIRECTOR
Age: 70
Director
Since:
March
12,
1996
Independent
Committees:
•
Audit
•
Compensation
•
Executive
•
Nominating
and Governance
(Chairman)
•
Risk
a
Age: 67
Director Since: March 12, 1996
Independent
Committees:
•Audit
•Compensation
•Executive
•Nominating and Governance (Chair)
•Underwriting
Qualifications and Skills:
• Executive Leadership
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Finance and
Accounting
•
Investments
•
Merger
Merger
& Acquisition
•
Corporate
Governance
• Business
Corporate Governance
Operations
Business Operations
• Risk
Risk Management
•
Claims
•
Marketing
and
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
(from
June
2001
until
December
31, 2004)
and Chairman (until
(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.
14 Everest Re Group, Ltd.
re-20221231p26i0
Proposal No. 1—Election Ofof Directors
22
2023 Proxy
Statement
JOHN A. GRAF
Age: 60
Director Since: May 18, 2016
Independent
Committees:
•Audit
•Compensation
•Nominating and Governance
•Investment Policy
Age: 63
Director Since: May 18, 2016 Independent
Committees
:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Investment Policy (Chairman)
Qualifications
 
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 LeadershipVice
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.
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.
Proxy Statement 15
re-20221231p27i0
Proposal No. 1—Election Ofof Directors
2023 Proxy
Statement
23
MERYL HARTZBAND
Age: 65
Director Since: May 23, 2019
Independent
Committees:
•Audit
•Compensation
•Investment Policy
•Nominating and Governance
Age: 68
Director Since: May 23, 2019 Independent
Committees:
•
Audit (Chairwoman)
•
Compensation
•
Investment Policy
•
Nominating and
Governance
Qualifications
 
Qualifications and Skills:
• Executive Leadership
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Finance and
Accounting
•
Investments
•
Merger
Merger
& Acquisition
•
Corporate
Governance
• Business
Corporate Governance
Operations
Business Operations
• Risk
Risk Management
Background: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.
16 Everest Re Group, Ltd.
re-20221231p28i0
Proposal No. 1—Election Ofof Directors
24
2023 Proxy
Statement
GERRI LOSQUADRO
Age: 69
Director Since: May 14, 2014
Independent
Committees:
•Audit
•Compensation
•Nominating and Governance
•Underwriting (Chair)
Age: 72
Director Since: May 14, 2014 Independent
Committees
:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Risk (Chairwoman)
Qualifications
 
Qualifications and Skills:
• Executive
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,
treaty
and
facultative
and
the 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.
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.
Proxy Statement 17
re-20221231p29i0
Proposal No. 1—Election Ofof Directors
ROGER M. SINGER2023 Proxy
Age: 73
DirectorSince: February 24, 2010
Independent
Committees:
•Audit (Chair)
•Compensation
•Nominating and GovernanceStatement
25
HAZEL MCNEILAGE
Age: 66
Director Since: November 16, 2022 Independent
Committees:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Risk
Qualifications
 
Qualifications and Skills:
• Executive
Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
• International
Experience
• Life
Insurance
Industry
Experience
• Information
Technology/Cybersecurity
•
Finance
and
Accounting
•
Investments
•
Corporate
Governance
• Business
Operations
• Risk
Management
Background:
Ms. McNeilage
was Head
of EMEA
for Northern
Trust’s Asset
Management business
and served
as a
member of
the company’s
global
and international
management
teams.
She held
various
executive
roles
in global
investment
management
at Principal
Financial
including
Global
Head
of Distribution
and Head
of International
Investments
and
she was
part of
the executive
team that
successfully navigated
the business
through the
financial crisis.
Earlier in
her
career,
Ms. McNeilage
served as
Head of
Investment
Consulting
for Asia
Pacific
with Towers
Perrin.
She currently
serves
on the
boards
of Reinsurance
Group
of America
and
Scholarship
America
as well
as the
advisory
board
of 9th
Gear
Technologies.
Most
recently,
she became
a director
of Alvarium
Tiedemann
Holdings.
Ms.
McNeilage
is a Fellow
of both
the Institute
and Faculty
of Actuaries
(UK)
and the
Institute
of Actuaries
of Australia.
She
earned
certificates
from
Carnegie
Mellon
University
and Harvard
University
in cyber
security,
a certificate
from
Massachusetts
Institute
of Technology
in artificial
intelligence,
and
she
is a
Board
Leadership
Fellow
of the
National
Association
of Corporate
Directors.
Ms.
McNeilage
earned
a Bachelor
of Science
(Hons)
degree
from
the University
of Lancaster,
England.
Insurance/Reinsurance Industry Experience
re-20221231p30i0
Proposal No. 1—Election of Directors
26
2023 Proxy
Statement
ROGER M.
Corporate Governance
SINGER, INDEPENDENT
LEAD DIRECTOR
Age: 76
Director Since: February 24, 2010 Lead Independent
Director
Committees
:
•
Audit
•
Finance
Compensation
•
Nominating and
Governance
Qualifications
and AccountingSkills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Corporate
Governance
•
Finance
and
Accounting
•
Regulatory
•
International
•
Legal
•
Mergers
Mergers
& Acquisitions
Background:
Mr.
Singer
was elected
as director
of Everest
Reinsurance
(Bermuda),
Ltd. (“
(“Bermuda
Re”) and
Everest
International Re,
Reinsurance,
Ltd. (“International
Re”), both
Bermuda
subsidiaries
of the
Company,
on January
17, 2012.
In 2022,
he was
elected as
Lead Independent
Director of
the Company.
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.
18 Everest Re Group, Ltd.
re-20221231p31i0
Proposal No. 1—Election Ofof Directors
2023 Proxy
Statement
27
JOSEPH V.
TARANTO,
CHAIRMAN
Age: 71
DirectorSince: March 12, 1996
Non-Independent
Committees:
•Executive
•Investment Policy
Age: 74
Director Since: March 12, 1996 Non-Independent
Committees
:
•
Executive
•
Investment Policy
Qualifications
 
Qualifications and Skills:
• Executive Leadership
Leadership
• Insurance/Reinsurance
Industry
Experience
• Business
Business
Operations
•
Corporate
Corporate
Governance
•
Finance
and
Finance and
Accounting
•
Mergers
Mergers
& Acquisitions
•
Investments
•
Regulatory
•
International
• Risk
Risk Management
•
Marketing
and
Marketing and
Branding
Background:Background:
Mr.
Taranto
is a
director
and
Chairman
of the
Board
of the
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 the Company. 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 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
Everest Re Group,
Ltd.’s operations
and
significant
insight
into
the Company’s operations
insurance
and significant insight into the insurance and
reinsurance
markets.
Proxy Statement 19
re-20221231p32i0 re-20221231p32i1
Proposal No. 1—Election Ofof Directors
JOHN WEBER
Age: 75
DirectorSince: May 22, 2003
Independent
Committees:
•Audit
•Compensation
•Executive
•Investment Policy
•Nominating and Governance
Qualifications and Skills:28
Executive Leadership
2023 Proxy
Insurance/Reinsurance Industry Experience
Statement
Information
Concerning
Executive
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.
20 Everest Re Group, Ltd.
Proposal No. 1—Election Of Directors
Information Concerning Executive Officers
The
following
information
has
been
furnished
by the
Company’s
Named
Executive
Officers
who
are
not
also
director
nominees. Executive officers
are elected by the
Board following each
Annual General Meeting and
serve at the
pleasure of the Board.
CRAIG HOWIEMIKE KARMILOWICZ
Age: 56 54
Mr. Howie is
Karmilowicz
serves
as Executive
Vice
President
of the Executive
Company
and
has served
as President
and
CEO
of Everest
Insurance® since
2021. He
has also
served as
President of
Everest Insurance®
North America
P&C since
January
2020. Mr. Karmilowicz joined Everest Insurance® in
July 2015 and served as
Senior Vice President Chief Financial Officer of Everest
Insurance®
and Treasurer President
of Everest
Specialty
Underwriters
Services,
LLC (“ESU”),
which comprises
the Executive
Solutions
Group
(Financial
Institutions,
Public
& Private
D&O, &
Cyber),
Professional
Liability,
Alternative
Solutions
(Transactional Liability
& Private
Equity), Political
Risk &
Trade Credit
and Surety
segments. He
also held
management
responsibility
for EverSports
& Entertainment
Insurance®
Inc.,
Everest’s
leading
Sports,
Entertainment
and Leisure
insurance
organization.
Mr.
Karmilowicz
has
nearly
30 years
of experience
in the
insurance
industry,
having
worked
in increasingly
responsible
management
and
underwriting
positions
at carriers
including
Zurich
and
The
Hartford.
MARK KOCIANCIC
Age: 53
Mr.
Kociancic
is the
Executive
Vice President
and Chief
Financial
Officer
of the Company, Everest Re, Everest Holdings and Everest Global.
Company.
He joined the Company on March 26, 2012 as is also
a Director
and
Executive Vice President of Everest Global and Everest Re. During 2016, he became the Executive Vice President, Chief Financial Officer and Treasurer of Everest Premier Insurance Company (“Everest Premier”) and Everest Denali Insurance Company (“Everest Denali”). During 2015, he assumed the position of Treasurer for ,
Everest Global, Mt. Logan Re, Ltd.Indemnity Insurance
Company
(“Everest
Indemnity”),
Everest
National
Insurance
Company
(“Everest
National”),
Everest
Premier
Insurance
Company (“Mt. Logan”), Everest Premier”) and Everest
Security Insurance Company (“Everest Security”). Mr.
Kociancic also serves as
a director
of
International
Re, Mt.
Logan
Re, Ltd.
(“Mt.
Logan”)
and Bermuda
Re and as a Director,
Executive
Vice President,
and
Chief Financial Officer of
Everest Re. He
joined the Company
on October 12,
2020, from SCOR,
where he most
recently
served
as Group
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 Chartered
Accountants
and a
CFA
designation
from
the Chartered
Financial
Analysts
Institute.
re-20221231p33i0
Proposal No. 1—Election of Directors
2023 Proxy
Statement
29
SANJOY MUKHERJEE
5
Age: 56
Mr.
Mukherjee
is the
Executive
Vice
President,
General
Counsel
and Secretary
of the
Company.
Since
2006,
he has
served as
Executive Vice
President, Secretary,
General Counsel
and Chief
Compliance Officer
of Everest
Global,
Everest
Holdings
and Everest
Re,
also
serving
as a
director
of them.
From
2016
to 2020,
he served
as Managing
Director
and CEO
of Bermuda
Re and
still
serves
as Director,
Executive
Vice President
and General
Counsel.
During
2016,
he became
a Director
of Everest
Premier
and Everest
Denali.
In
2015,
he became
a director,
Chairman
and
CEO
of Everest
Preferred
International
Holdings,
Ltd.
(“Everest
Preferred”)
and Everest International
Holdings (Bermuda), Everest National Insurance CompanyLtd. (“Everest National”Bermuda
Holdings”), a director
of Everest Indemnity Service
Company (UK),
Ltd.,
Everest
Corporate
Member,
Ltd.
and Everest
International
Assurance,
Ltd.
During
2013,
he became
a director
of
Mt.
Logan and in 2012 a director
of EverSports & Entertainment
Insurance, Company (“Everest Indemnity”), Mt. Whitney,Inc. and Executive
Vice President, Secretary
and
General Counsel
of EverSports & Entertainment Insurance,
Inc. and SIG Sports, Leisure and Entertainment
Risk
Purchasing
Group LLC, Specialty Insurance Group, Inc., (“SIG”) and Premiere Underwriting Services, Inc.
LLC.
From 2015 2009
to 2016, 2015,
he served
as Treasurer Secretary
of Heartland Crop Everest
Reinsurance
Company
(Ireland),
dac
(“Ireland
Re”)
and Everest
Underwriting
Group
(Ireland)
Limited
(“Ireland
Underwriting”),
where
he continues
to serve
as director.
Since
2005, he
has served
as General
Counsel
of Everest
National
and Mt.
McKinley
Managers,
L.L.C.,
a director,
EVP, General
Counsel,
Compliance
Officer
and Secretary
of Everest
National
and Director,
EVP, General
Counsel
and
Secretary
of Everest
Indemnity
and EVP,
General
Counsel,
Compliance
Officer
and
Secretary
of Everest
Security
Insurance Inc. (“Heartland”
Company
(“Everest
Security”).
Since
2008, he
has been
Secretary
and a
director
of Mt.
Whitney
Securities,
LLC.
He became
a Vice
President
of
Mt.
McKinley
Insurance
Co.in
2002,
where
he also
served
as a
director
from
2011,
until
Mt.
McKinley’s
sale
in 2015.
In 2015, 2017,
he became
a director Executive Vice President
of
Everest
Dublin
Insurance
Holdings.
Prior
to joining
the
Company
in 2000
as Associate
General
Counsel,
Mr.
Mukherjee
developed
an array
of functional
experience
in the
insurance
and Treasurerreinsurance
industries including
legal, claims
management, underwriting,
contract
wording,
accounting
and finance,
regulatory
compliance
and risk
management.
From 1994
to 2000,
he
was engaged in the
private practice 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 the Chief Financial Officer of Everest Indemnity, Everest National and Everest Security. He became a director of Everest Security during 2014. During 2012, he became a director of Everest Re, Bermuda Re, International Re, Everest Global and Everest Holdings. Mr. Howie serves law
as a directorcommercial litigator
and corporate attorney specializing
in the
insurance and
reinsurance industries. Prior
to 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 Security First Insurance Company,Touche
Ross. Mr.
Mukherjee’s
credentials
include a subsidiary of Security First Insurance Holdings, LLC, since 2014.
B.S., J.D.,
MBA
Prior to his joining the Company, Mr. Howie served as Vice President(Finance) and Controller of Munich Reinsurance America, Inc. where, beginning in 2005, he managed the corporate financial reporting, corporate tax, investor relations, financial analysis and rating agency relationship groups. From 2003 to 2005, he was the Vice President of Financial Services and Operations and served as Vice President Corporate Tax beginning in 1998 and through 2003. He is a Certified Public Accountant.
Proxy Statement 21
LL.M. (Tax).
5
On March 14,
2023, Everest announced that
Sanjoy Mukherjee will
be leaving the
Company effective April 21,
2023, and that
Brent Hoffman,
currently
Head of
Claims
and Chief
Operations
Officer
for the
Company’s
Reinsurance
Division,
has been
appointed
interim
General
Counsel.
After
Mr.
Mukherjee’s
departure
on April
21,
he will
remain
available
as an
advisor
to Everest
to assist
in the
transition
into
July
2023.
re-20221231p34i0
Proposal No. 1—Election Ofof Directors
JOHN DOUCETTE30
2023 Proxy
Statement
JIM WILLIAMSON
Age: 54 49
Mr. Doucette is the President and CEO of the Reinsurance Division with oversight of all Reinsurance Operations worldwide. He formerly served Williamson
joined Everest
in 2020
as the
Group 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
Operating
Officer.
In May
2021, Mr. Williamson also took
on additional responsibilities as Head 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 becameEverest. He is
also a director 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 theReinsurance Company in 2008, he became and
also serves as
Executive Vice President,
COO and
Head of the Company,Reinsurance
Division
for Everest Global, and Everest Re.
Reinsurance
Company.
Prior to joining the Company,
Everest,
Mr. Doucette worked at Max Capital Group Ltd. (formerly Max Re Capital Ltd.) (“Max Capital”) from 2000 to 2008, serving Williamson
spent
seven years
with Chubb
in various capacities
positions,
including
as Division
President,
North
America
Small
Business
from
January
2016 until
September
2020.
Mr. Williamson
also spent
over eight
years at
The Hartford,
where he
began
his insurance
career as
a casualty
underwriter
and Chief Underwriting Officer later
led the
underwriting
and service
operation
for the small
business
insurance
franchise.
Over
the years,
at The
Hartford,
Chubb
and
now Everest,
he has
worked
in all
aspects
of the
P&C Reinsurance division commercial
and consumer
lines industry
both in
the U.S.
and internationally
running
large and
successful
businesses.
He has
also
had functional
responsibilities
for actuarial,
technology
and claims
organizations
during
his
career.
Mr.
Williamson
holds
an MBA
from
The
Wharton
School
at the
University
of Max Capital, where he was responsible for new products Pennsylvania
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 B.S.
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.
22 Everest Re Group, Ltd.
Bryant College.
Proposal No. 1—Election Of Directors
SANJOY MUKHERJEE
Age: 53
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. 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. 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, LLC (“Mt. McKinley”) in 2002, where he also served as Secretary and Compliance Officer since 2005 and as a director from 2011, until that company’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, 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, 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.
Proxy Statement 23
Proposal No. 1—Election Of Directors
JONATHAN ZAFFINO
Age: 47
Mr. Zaffino is an Executive Vice President of the Company, and the President and CEO of Everest Insurance® and responsible for overseeing all insurance operations worldwide. Mr. Zaffino joined Everest in 2015, and became a director and the President of Everest National, Everest Indemnity, Everest Security and Specialty Insurance Group. In 2016, he became a director of Everest Insurance Company of Canada (“Everest Canada”) and a director and President of Everest Denali and Everest Premier.
Prior to joining the Company, he was the President of Victor O. Schinnerer, Inc. (a subsidiary of Marsh, Inc.), from 2013 to 2015 and was previously a Managing Director of Marsh, Inc. from 2010 to 2013. Mr. Zaffino was a co-founder of Century Atlantic Capital Management and served as its Chief Operating Officer from 2008 to 2010. From 2005 to 2008, Mr. Zaffino was a Managing Principal of Integro Insurance Brokers. Prior to that, he served as an Executive Vice President at Willis North America from 2004 to 2005. From 1999 to 2004, Mr. Zaffino worked at ACE Group in a variety of roles as Vice President and Senior Vice President, where his responsibilities varied from business planning and strategic development to overseeing field operations for ACE Risk Management and ACE Excess Casualty. He held different underwriting roles at Reliance National Insurance Company, including Underwriting Manager and Risk Management Underwriter from 1995 to 1999, and was an underwriter at Chubb & Son, Personal Lines from 1994 to 1995.
24 Everest Re Group, Ltd.
re-20221231p35i0
The Board Of Directors and its Committees
2023 Proxy
Statement
31
THE
BOARD
OF
DIRECTORS
AND
ITS
COMMITTEES

Board
Board of Directors
John J.
Amore		Juan C. AndradeWilliam F.
Galtney, Jr.		John A.
Graf		Meryl
Hartzband		Gerri
Losquadro		Roger M.
Singer		Joseph V.
Taranto		John A.
Weber
Skills & Experience
Executive LeadershipXXXXXXXXX
Insurance Industry ExperienceXXXXXXXXX
Reinsurance Industry ExperienceXXXXXXXXX
ClaimsXXXX
Risk ManagementXXXXXXXX
RegulatoryXXXX
Finance/Capital Management and AccountingXXXXXXXXX
Corporate GovernanceXXXXXXXXX
Business OperationsXXXXXXXX
InternationalXXXXXXX
InvestmentsXXXXX
Merger & AcquisitionXXXXXX
Information Technology/Cyber SecurityX
LegalX
Marketing & BrandingXXX

      John J.
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.Amore
Role of the BoardJuan C.
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.Andrade
Proxy Statement 25William F.
Galtney,
Jr.
John A.
Graf
Meryl
Hartzband
Gerri
Losquadro
Hazel
McNeilage
Roger
M.
Singer
Joseph
V.
Taranto
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
X
International
X
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
X
X
Legal
X
Marketing
& Branding
X
X
X
* Further
specific
details
concerning
the Board’s
race,
ethnicity
and gender
make-up
can be
found
within
Everest’s
Corporate
Responsibility
Reports
available on Everest’s website.
The Board Of Directors and its Committees
32
2023 Proxy
Statement
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.
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 Risk
Committees.
NYSE
listing
standards
require that
the Audit,
Compensation Committee
and Nominating
and Corporate Governance committees
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
the Company’s
ESG initiatives
and social governance issues. status.
The Nominating
and Governance
Committee
also
reviews Board
the
Board’s
governance
standards
to ensure
that our Board standards
they
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 the
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.
• Risk
Underwriting
Committee
The Underwriting Risk
Committee
was created
to foster robust discussion among executives oversee
the Company’s
ERM practices
and principles,
including
identifying,
monitoring
and overseeing
the overall
risk management
functions
of the Company
as well as
establishing
the
Company’s
risk appetite
and tolerance
levels. The
Risk
Committee fosters
robust
discussion
among
executives
and
directors
on complex
underwriting
opportunities, pricing
strategy,
product
development,
loss mitigation
and the hedging
strategies
as well
as emerging
risks presented.
such
as climate
change.
The Board operates
its Committeescommittees in a
collaborative fashion, with meetings
of each Committeecommittee 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.
informational
attendance
by
non-committee
Board
members
and
executives.
26 Everest Re Group, Ltd.
This
fosters
rigorous
discussion,
cross-
committee
information
sharing
and
risk
identification
and
allows
for
better
informed
oversight.
The Board Of Directors and its Committees
MEMBERSHIP ON BOARD COMMITTEES2023 Proxy
NameAuditCompensationExecutiveInvestment
Policy		Nominating
and
Governance		Underwriting
Committee		Independent
John J. AmoreXChair  XXX
Juan C. Andrade  XX X 
William F. Galtney, Jr.XXX ChairXX
John A. GrafXX XX X
Meryl HartzbandXX XX X
Gerri LosquadroXX  XChairX
Roger M. SingerChairX  X X
Joseph V. Taranto  XX   
John A. WeberXXXXX X
Meetings440444 
        
Statement
33
Membership
on Board
Committees
Name
Audit
Compensation
Executive
Investment
Policy
Nominating
and
Governance
Risk
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
Chair
X
X
Meryl
Hartzband
Chair
X
X
X
X
Gerri
Losquadro
X
X
X
Chair
X
Hazel
McNeilage
X
X
X
X
X
Roger
M.
Singer
X
X
X
X
Joseph
V.
Taranto
X
X
Meetings
4
4
4
4
4
4
Four
formal
meetings
of the
Board
were
held
in 2019. 2022.
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 2019 2022
Annual
General
Meeting
of Shareholders.
Director
Independence
Our
Board
of Directors
has
established
criteria
for
determining
director “independence”
“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 an executive officer of the Company, is deemed independent until three years after the enda current
employee of such employment relationship;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 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
$10,000
is deemed
independent;

Proxy Statement 27
•
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.
The Board Of Directors and its Committees
34
2023 Proxy
Statement
Enhanced
Audit
Committee
Independence
Requirements
The
members
of our
Audit
Committee
must
meet
the
following
additional
independence
requirements:
•
no director
who has
is a personal services contract with the Company, or any
member
of the Company’s senior management, is independent;
Audit
Committee
shall
be deemed
independent
if such
director
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 retirement plan, including deferred compensation, for prior service withsubsidiary
of the Company, (provided such compensation is not contingent
for
services rendered as
a consultant or
in any way on continued service).capacity
other than as
a director, except
for an amount
that does not
Enhanced Compensation Committee Independence Requirementsexceed
the
dollar
amount
for
which
disclosure
would
be
required
pursuant
to
Item
404(a)
of
Regulation
S-K;
or
The members of our Compensation Committee must meet the following additional independence requirements:(iii)
possesses
an interest
in any
no director shall
other
transaction
for which
disclosure
would
be considered independent who:required
pursuant
to Item
404(a)

(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.
no director who does not meet the requirements of an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be considered independent.
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 duties,
compensation,
including but not limited to (i) the source of his
any
consulting
advisory,
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.
28 Everest Re Group, Ltd.
The Board Of Directors and its Committees
Independence Determination
Our Board
has affirmatively
determined that
Mses. Hartzband,
Losquadro and Hartzband
McNeilage and
Messrs. Amore,
Galtney,
Graf
and
Singer
each
meet
the
criteria
for
independence
for Board
members
set
forth
above.
Moreover,
all
members
of the
Audit Committee
and Weber each Compensation
Committee
meet
the criteria further
requirements
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 29interest
Board Structure and Risk Oversight
2023 Proxy
Statement
BOARD STRUCTURE AND RISK OVERSIGHT35

BOARD
STRUCTURE
AND
RISK
OVERSIGHT
Board Diversity
Our
Board
believes
that
it
is essential
that
directors
represent
diverse
perspectives,
skills
and
experience.
Diversity
is
important
because
having
various
perspectives
contributes
to more
effective
decision-making
and experience. risk
management.
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 groups to include in theexpanding its pool of director candidates. Diversity is important because a variety candidates to ensure the
inclusion
of
highly
qualified
women
and
persons
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.
color.
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 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
emphasizes
a separate team
approach
to 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,
consults
with
the CEO
in setting
the agenda
for the
Board
meetings
and presides
over meetings
of the
full Board.
Our current
Chairman,
with decades
of leadership
experience,
industry
expertise
and gravitas
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 so that three separate
work together to
ensure the Company
is proceeding in
the right
direction
while maintaining
best practices
in corporate
governance.
Further,
our CEO,
Chairman
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 Independent
Lead
Director
work
closely
to discuss
strategic
initiatives
for the appropriate balance
Company.
This
tripartite
leadership
framework
was
put
in place
to make
sure
different
points
of view
are
given
appropriate
weight
at Board
meetings
and
that
no single
viewpoint is
given disproportionate
deference.
Given his
vast executive
leadership independent oversight
and strong corporate governance.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
30 Everest Re Group, Ltd.
for
Mr. Taranto to
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. Mr.
Roger M. Singer
served as the
Independent Lead
Director in
2022 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.
In December 2021, the Board announced the extension of President and CEO Juan C. Andrade’s employment
agreement
through
the
end
of 2023
with
automatic
annual
extensions
following
his
term.
Mr.
Andrade’s
leadership,
experience
and
dedication
to Everest,
particularly
in response
to the
COVID-19
Pandemic,
has
been
evident
since
he
Board Structure and Risk Oversight
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.36
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 2023 Proxy
Statement
became
CEO
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.January
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 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, the Board believes it is in the best interests of the Company to have Mr. Taranto become 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
As previously announced, due to the retirement of the Company’s President and CEO, Dominic J. Addesso, the Board undertook a detailed and rigorous search for the CEO position as part of its succession planning in 2019 that included a review of internal and external candidates. In August 2019, the Company announced the appointment of Juan C. Andrade as Chief Operating Officer effective September 2019. Following a transitional period, effective January 1, 2020, Mr. Andrade succeeded Mr. Addesso as President
and CEO of
the Company. Mr. Andrade brings to Everest more than 25 years of experience in the insurance industry, successfully leading large and complex domestic and international businesses. He has served in executive leadership roles in underwriting, product development and innovation, claims, sales and distribution, strategy development, and general management where he was responsible for leading all aspects of his businesses. The
Board
is extremely
confident
that
under
Mr.
Andrade’s
leadership,
Everest
is well-positioned
for future continued
success.
The Independent Lead
Director: Role
and Responsibilities
While
Mr.
Taranto
serves
as
Chairman,
Board
leadership
also
comes
from
our
Independent
Lead
Director,
Mr.
Singer.
The responsibilities
of the
Independent
Lead Director Mr. Galtney. The responsibilities
include:
•
Coordinating
executive
sessions
of the Independent Lead Director include:
independent
members
Coordinating executive sessions
of the independent members of the
Board
without
management
present;
• Authorization
to
call
meetings
Authorization to call meetings of
the
independent
directors;

•
Proxy Statement 31
Serving
Board Structure and Risk Oversight

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
Communicating regularly with
the
CEO
and
the
other
directors
on matters
of Board
governance;
• Assisting
in
Board
meeting
Assisting agenda
preparation
in Board meeting agenda preparation in
consultation
with
the
Chairman;
•
Overseeing
the
annual
Overseeing the annual
Board
review
and
evaluation
process
including
individual
director
evaluations
and
facilitating
discussion of the
results;
•
Leading
board
discussions
Leading board discussions
on oversight
of Environmental,
Social
and Governance
reporting;
• Assuring
that
all
Board
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.
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.
Given
the complex
risk-based
nature
of our
business,
the Board
divides
its
risk
management
responsibilities
among financial
and operational
risks. Financial
risk oversight
is within
the purview
of the
Audit
Committee.
In accordance
with
NYSE
requirements,
the
Company’s
Audit
Committee
Charter
provides
that
the
Audit
Committee has
the responsibility
to discuss
with NYSE requirements, management
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 financial 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
and property
and casualty
business,
including
natural
catastrophe
exposure
and potential
maximum
loss.
In managing and implementing order to
monitor the Company’s compliance with
the Board’s Risk Appetite
Statement with more granularity across
the
Company’s key operational
areas of underwriting,
exposure management,
emerging risks and technology,
the
Board
established
a separate
Risk
Committee.
In managing
and implementing
the Board’s
Risk
Appetite
Statement,
the Company
developed an Enterprise Risk Management (“ERM”)
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 The
Risk
Committee
reviews
ERM
status
with
the
Chief
Risk
Officer
each
quarter
to monitor compliance assess
not
only
operational
and liaise with
systemic
level
risks,
but also
the Board regardinglevel
of resources
allocated
to the Company’s
ERM activities, we established an Executive Risk Management Committee (“ERM Committee”) comprised Unit.
The
Board
also
oversees
identification
and
management
of risk
at the CEO, the Chief Financial Officer, the President and CEO of the Reinsurance Division, the President & CEO of the Insurance Division, and the General Counsel. The ERM Committee, in conjunction with
Board input,
committee
level.
While
each
Board
committee
is responsible
for establishing risk management principles, policies and risk tolerance levels. It provides centralized executive oversight in identifying, assessing, monitoring, controlling, and communicating
evaluating
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
committee’s activities
and
actions
through
committee
reports.
Moreover,
the limited
size
of our
Board
allows
for each
committee
meeting
to be
attended
by all
Board
members
regardless
of their
respective
formal
committee
appointments.
In order
to monitor
compliance
and actions thoughliaise
with the
Board
regarding
the Company’s
ERM activities,
we created
the
Enterprise
Risk
Committee
(ERC).
The
ERC oversees
additional
aspects
of risk
management,
including
establishing
our
risk
management
principles,
policies
and risk
appetite
levels
in collaboration
with
the Board.
The Underwriting
Risk Committee,
Financial
Risk Committee
and Operational
Risk Committee
report
to the ERC.
These
committees
meet
quarterly
to review
their
status
and
plans,
initiate
new efforts
and
produce
a quarterly
risk
management
report
disclosing
key risks. The Underwriting
Risk Committee reports.monitors
underwriting
performance
32 Everest Re Group, Ltd.
and risk, including
Board Structure and Risk Oversight
2023 Proxy
Statement
37
underwriting controls, while the Financial
Risk Committee monitors
financial risk, including the
cost of capital, liquidity
and
investor
confidence.
The
Operational
Risk
Committee
monitors
operational
risk
and
functional
compliance
with
risk
management
policies.
The
ERC
reports
directly
to the
Board
of Directors.
Further,
our
Emerging
Risk
Committee
identifies,
analyzes,
evaluates
and monitors
emerging
risks
that could
generate
opportunities
or material
adverse
consequences
for
the
group
and
then
translates
those
insights
into
actionable
strategic
recommendations
to senior
management.
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
Cybersecurity
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
specialized
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 ERC
annually
reviews
the Company’s
cyber
exposure
across
all
lines
of business
and
security
safeguards
for protected
privacy
data
held
by the
Company.
The
ERC works in
conjunction with the Company’s CISO
in assessing the Company’s
vulnerabilities to cyber threats. In
view 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 is essential in
assessing the operational
risk
to our
business
of third party third-party
hacking,
ransomware
exposure
and
other
security
threats.
Climate
Risk
Risk—identifying, modeling and
managing it—is at the core of the
insurance industry. Today, the science is
clear: there
is no
greater
long-term
risk
to our
planet
than
that
posed
by climate
change.
We recognize
that
climate
change
and
emerging
ESG issues,
among other
factors,
are only
becoming
increasingly
and more
urgently
important
for both
Everest
and the
(re)insurance
industry
at large.
Climate
change
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.
We are
exposed
to
climate-related
risks
on both
sides
of the
balance
sheet—as
risk
carriers,
as well
as institutional
investors.
Increased
frequency and
severity of
extreme weather-related
events directly
attributable to
climate change
impacts the
volatility
and magnitude
of losses
across geographies.
As an
insurer
and reinsurer
of property
and capital
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,
updated
to take
into account
the human
impact on
climate change,
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
ERC
and
then
presented
to
the Board through both the Audit Committee’s
Board’s
Risk
Committee
as
part
of
its
oversight
of the
ERM process, as well the Board’s Underwriting Committee.
process.
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 third-party
capital
to
leverage
opportunity
and
issuance
of catastrophe
bonds.
Furthermore,
we encourage
and
work
with
our clients
insureds
to
consider
the impact
of climate
risk
on their
operations
and property
in conjunction
with
underwriting,
engineering
and
loss
mitigation
services
we provide. Everest’s
Policyholders
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.
Board Structure and Risk Oversight
38
2023 Proxy
Statement
As an
investor,
the Company
assesses
the impact
of climate
risks
on our
global
investment
portfolio
and
identifies
investment opportunities in the green sector in anticipation of
the shift to a low-carbon global economy. 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
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
and the
environment,
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 impact outset.
Rather,
our investment
strategy
assumes a
proactive
and measured
approach
in transitioning
our portfolio
from
declining
heavy
carbon-emitting
industries
to eco-friendly
and
value
generating
opportunities
including
renewable
energy,
government
sponsored
green bonds
and public
works projects.
We also
endeavor
to invest
in companies
that
employ
a strategy
for expanding
the use
of climate change.renewable
and sustainable
materials
in their
production
processes
Proxy Statement 33and
ensure
recognition
and support
of human
rights
in their
supply
chains.
Finally,
in addition
to seeking
ways to
further our
underwriting
support
of the zero-carbon
energy transition,
we
continue
to analyze
the Company’s
exposures
to fossil
fuels
within
our underwriting
portfolios.
In 2022,
insurance
premium
from
companies
that
generate
25%
or
more
of
their
revenue
from
coal
represented
less
than
approximately
.09% of
Everest’s overall 2022 gross
written premium. Further, insurance premium
from companies that generate 25%
or
more of
their revenue
from oil
or natural
gas represented
less than
approximately 0.75% of
our overall
2022 gross
written
premium.
Board Committees

2023 Proxy
Statement
39
BOARD COMMITTEES

Audit
Audit Committee
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,
oversee
the independent
registered
public
accounting
firm,
evaluate
the independent
registered
public
accounting
firm’s
qualifications
and independence
and oversee
the performance
of the Company’s
internal
audit
function.
The
Company’s Chief
Internal Audit Committee, as set forth in its Charter, are
Officer reports
directly to oversee
the integrity Chairman
of the Audit
Committee. The Audit
Committee
meets with 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’smanagement, 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.
Audit
Committee
Report
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, 2022
(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 Board
the
inclusion
of the Audited
Financial
Statements
in the Company’s
Annual Report
on Form 10-K
for the year
ended
December 31, 2019 (the “Audited Financial Statements”). In addition, 2022.
The
Audit
Committee
devoted
substantial
time
in 2022
to discussing
with
the
Company’s
independent
auditors
and
internal auditors
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 status and
operating effectiveness
of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications Company’s
internal control
over financial
reporting. The
Audit
Committee’s
oversight
involved
several
meetings,
both
with
management
and with
the Audit Committee concerning independence, and has discussed with that firm its independence. The Audit Committee also has discussed with Companyindependent
auditors
outside
the presence
of management, and PricewaterhouseCoopers LLP such other matters and received such assurances from them as
to monitor
the Committee deemed appropriate. Based preparation
of management’s
report
on the foregoing review and discussions and relying thereon, the Audit Committee recommended to
effectiveness
of
the Company’s Board of Directors
internal controls.
The meetings
reviewed in
detail the
standards that
were established,
the inclusion content
of
management’s assessment
and the
auditors’ testing
and evaluation
of the Audited Financial Statements design
and operational
effectiveness of
the
internal controls. As reported
in the Company’s
Annual Report on Form
10-K for the year ended December 31, 2019.filed February
The Audit Committee devoted substantial time in 2019 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 with24, 2023, 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 2, 2020, the independent
auditors concluded that,
as of December
31, 2019,2022, the Company
maintained, in all
material respects, effective
internal
control
over financial
reporting
based
upon the
criteria
established
in the
Internal
Control-Integrated
Framework
issued
by the
Committee
of Sponsoring
Organizations
of the
Treadway
Commission
(“COSO”).
Under
its Charter
and the
“Audit
and Non-Audit
Services
Pre-Approval
Policy”
(the
“Policy”),
the Audit
Committee
34 Everest Re Group, Ltd.
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
Board Committees
Under its Charter and the “Audit and Non-Audit Services Pre-Approval Policy” (the “Policy”), the Audit Committee 40
2023 Proxy
Statement
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. determinative.
The Audit
Committee also considers
further
considered
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 performance
by PricewaterhouseCoopers
LLP
of the relationship between fees for audit and
non-audit
related
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
disclosed
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 2019
2022
and 2018.
2021.
The fees billed to
the Company by PricewaterhouseCoopers LLP and
its worldwide affiliates related to 2019
2022 and 2018 2021
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 
         
2022
(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.
2021
Audit
Fees
(1)
$6,719,687
$6,439,802
Audit-Related
Fees
(2)
587,563
610,138
Tax
Fees
(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)
712,558
(3)Tax fees include tax compliance, tax planning and tax advice and may be granted general pre-approval by the Audit Committee.
614,200
All
Other
Fees
(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
Proxy Statement 35
Board Committees38,550
37,200
(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.
Compensation
Committee
Meryl
Hartzband,
Chairwoman
John J. Amore
William
F.
Galtney,
Jr.
John A. Graf
Gerri Losquadro
Hazel McNeilage
Roger M.
Singer
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 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
(the
“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.
2022.
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
“Compensation
Discussion
and
Analysis”.
Board Committees
2023 Proxy
Statement
41
Compensation
Committee
Report
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 contained
be included
in this Proxy Statement
Statement.
Nominating
and
Governance
Committee
John
J.
Amore
(Chairman)
William F. Galtney, Jr.
John A. Graf
Meryl
Hartzband
Gerri
Losquadro
Hazel
McNeilage
Roger M.
Singer
The Nominating
and based on this review Governance
Committee is vested
with the authority
and discussion, recommended responsibility
to identify and
recommend
qualified
individuals
to be nominated
as directors
of the Company
and to develop
and recommend
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
36 Everest Re Group, Ltd.
Board Committees
Nominating and Governance Committee
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 2024
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, 2020
16, 2023
and
December 11, 2020.
16, 2023.
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; the name and address of each individual
such other
information regarding
any such
nominee required
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
(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 Committees
42
2023 Proxy
Statement
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 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.
Proxy Statement 37
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
PRI and
the PSI.
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
published
its second
Corporate
Responsibility
Report
in 2022
in accordance
with the
Global
Reporting
Initiative
standards
as well
as a
supplemental
report
under
Sustainability
Account
Standards
Board
guidelines
which
are both
available
on the
Company’s
corporate
website.
In addition
to these
frameworks,
our report
published
in
2022 aligned
with the
recommendations
of the
TCFD.
Risk Committee
Everest’s
Risk
Committee
is the
heart
of the
Board’s
risk management
function.
Given
the nature
of insurance
as a
risk-bearing
endeavor,
the Risk
Committee
serves
a critical
role in
protecting
the Company’s
capital
and ensuring
management
alignment
with
our
shareholders.
The
Risk
Committee
focuses
the
Board’s
attention
on
the
Company’s
most critical
operational
and systemic
risk management
capabilities.
It is responsible
for the
general
oversight
of
Everest’s
ERM practices,
including
identifying,
monitoring
and overseeing
the overall
risk management
functions
of
the Company as well as establishing
the Company’s risk appetite and tolerance
levels. Specific areas that fall within
the
purview of
this Committee’s
risk review
include but
are not
limited to:
complex underwriting
opportunities, reserving,
capital allocation,
expansion opportunities,
product development,
actuarial pricing
and analytics,
underwriting
margin
improvement
opportunities,
de-risking,
loss mitigation
and hedging
strategies
involving
third-party
capital
and the
Company’s
subsidiary
Mt. Logan
Re, deep
dives
into various
product
lines and
whether
to expand
or discontinue
such
lines,
as
well
as
timely
areas
of concern
that
may
arise
from
time
to time
during
any
given
quarter
or year,
such
as the impacts
of COVID-19
or the impacts
of inflation
on claims or
invested assets
and appropriate
risk-management
actions to take
in response.
Ultimately, the Risk
Committee serves as
an invaluable resource
for timely input and
robust dialogue between
independent
directors
of the Company,
with extensive
risk management
expertise
and experience
and Company
executives.
It also
provides
yet
another
lens
of protection
against
undue
or
inappropriate
risk
taking
that
may
not
be
aligned
with
the long-term
interests
of the
Company.
Further,
it fosters
an integrated,
enterprise-wide
approach
to
identifying and managing
risk and provides
an impetus toward
improving the quality
of risk reporting
and monitoring,
both
for
management
and
the
Board.
On no
less
than
a quarterly
basis,
this
Committee
regularly
meets
and
receives
extensive
updates
and
detailed
reports
from
such
officers
of the
Company
as the
Group
Chief
Operating
Officer
and
Head
of Reinsurance,
the President
and CEO
of the
Insurance
Division,
the Chief
Underwriting
Officers
of both
the
Insurance
and
Reinsurance
Divisions
and
the
Company’s
Group
Chief
Risk
Officer
and
Chief
Actuary.
Code
of Ethics
for CEO
and Senior
Financial
Officers
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 United Nations’ supported Principles 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 Responsible Investment. Independent of the nature of our business, the Company prides itself
Chief Executive
Officer
and Senior
Financial
Officers
is posted
on having an environmental and social conscience, and encourages all of our executives and employees the
Corporate
Governance
page
on
the
Company’s
website
at
http://www.everestre.com.
This
document
is
also
available
in
print
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 its first Corporate Responsibility Report which is available on Everest’s corporate website.
William F. Galtney, Jr., Chairman
John J. Amore
John A. Graf
Meryl Hartzband
Gerri Losquadro
Roger M. Singer
John A. Weber
38 Everest Re Group, Ltd.
Board Committees
2023 Proxy
Statement
43
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, for CEO and Senior Financial Officers
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
intends
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
disclose
such
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.
Shareholder
and
Interested
Party
Communications
with
Directors
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.
Westgate
Warren
Corporate
Center
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938-0830
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 Board of
Non-Management
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
“Board
of Directors”
or to
the “Non-Management
Directors”
will
be forwarded
to the
Chairman
of the
Nominating
and Governance
Committee.
Proxy Statement 39
Common Share Ownership Byby Directors Andand Executive
Officers
44
2023 Proxy
Statement
COMMON SHARE OWNERSHIP BY DIRECTORS AND
EXECUTIVE OFFICERS

The
following
table
The following table
sets
forth
the
beneficial
ownership
of Common
Shares
as of
March 16, 2020
20,
2023
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 executive officers
Company
by the
respective
directors
and
Named
Executive
Officers.
Unless
otherwise
indicated
in a
footnote,
each
person
listed
in the Summary Compensation Table
table
possesses
sole
voting
power
and by all directors and executive officers of the Company as a group. Information in this table was furnished sole
dispositive
power
with
respect
to the Company by the respective directors and Named Executive Officers. Unless otherwise indicated in a footnote, each person listed
shares
shown
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 OwnerAmount and Nature of Beneficial Ownership
Percent
of Class(15)
John J. Amore18,983
(1)
* 
William F. Galtney, Jr.71,199
(2)
* 
John A. Graf11,743
(3)
* 
Meryl Hartzband2,756
(4)
* 
Gerri Losquadro11,040
(5)
* 
Roger M. Singer14,605
(6)
* 
Joseph V. Taranto340,181
(7)
* 
John A. Weber14,268
(8)
* 
Dominic J. Addesso102,882
(9)
* 
Juan C. Andrade45,150
(10)
* 
John P. Doucette26,948
(11)
* 
Craig Howie19,637
(12)
* 
Sanjoy Mukherjee39,289
(13)
* 
Jonathan Zaffino16,008
(14)
* 
All directors, nominees and executive officers as a group (14 persons)734,689 1.6 
     
Name
*Less than 1%
of
Beneficial
Owner
Amount
and
Nature
of
Beneficial
Ownership
Percent
of
Class
(14)
John J. Amore
22,298
(1)
*
William
F.
Galtney,
Jr.
63,170
(2)
*
John A.
Graf
14,059
(3)
*
Meryl
Hartzband
8,595
(4)
*
Gerri
Losquadro
12,955
(5)
*
Hazel
McNeilage
(1)Includes 454 shares issuable upon the exercise of share options within 60 days of March 16, 2020. Also includes 2,673 1,377
(6)
*
Roger
M.
Singer
16,420
(7)
*
Joseph
V.
Taranto
311,731
(8)
*
Juan C.
Andrade
54,427
(9)
*
Mike
Karmilowicz
10,551
(10)
*
Mark
Kociancic
26,882
(11)
*
Sanjoy
Mukherjee
43,871
(12)
*
Jim Williamson
11,695
(13)
*
All
directors,
nominees
and
executive
officers
as
a
group
(13
persons)
598,031
1.4
* Less
than
1%
(1)
Includes 2,050 restricted
shares issued to Mr.
Amore under the Company’s
2003 Non-Employee Director
Equity Compensation
Plan (“2003
Directors
Plan”)
which
may not
be sold
or transferred
until
the vesting
requirements
are satisfied.
(2)
Includes
34,106 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
2,050 restricted
shares issued
to Mr. Galtney
under the 2003
Directors Plan
which may
not be sold
or
transferred
until
the vesting
requirements
are satisfied.
(3) Includes 2,050 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
are satisfied.
(4)
Includes
2,050 restricted
shares
issued to
Ms. Hartzband
under the
2003 Directors
Plan which
may not
be sold
or transferred
until
the vesting
requirements have been satisfied.
(5)
Includes
2,050 restricted
shares
issued to
Ms. Losquadro
under the
2003 Directors
Plan which
may not be
sold or
transferred
until
the vesting
requirements have been satisfied.
(6)
Includes
1,377 restricted
shares
issued to
Ms. McNeilage
under the
2003 Directors
Plan which
may not be
sold or transferred
until the
vesting
requirements have been satisfied
(7)
Includes 2,050 restricted shares
issued to Mr.
Singer under the
2003 Directors Plan which
may not be
sold or transferred until
the vesting
requirements are satisfied.
(8) Includes 19,330 shares owned by various family
related trusts and investments
in which Mr. Taranto maintains a beneficial
ownership. Also, includes
2,050 restricted shares
issued to Mr. Taranto under
the Company’s 2020 Stock
Incentive Plan which
may not be sold or transferred
until the vesting
requirements are satisfied.
(9) Includes 18,060
restricted shares
issued to
Mr. Andrade
under the Company’s
2010 Stock
Incentive Plan
and 16,811
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 983 restricted shares issued to Mr.
Karmilowicz under the company’s 2010 stock incentive plan and 6,091
restricted shares issued to Mr. Amore under the Company’s 2003 Non-Employee Director Equity Compensation Plan (“2003 Directors Plan”) which may not be sold or transferred until the vesting requirements are satisfied.
the
(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 2,673 restricted shares issued to Mr. Galtney under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are Company’s
2020 Stock
Incentive
Plan which
may not
be sold
or transferred
until
the vesting
requirements
have been
satisfied.
(11) Includes 20,962 restricted
shares issued to Mr. Kociancic
under the Company’s 2020
Stock Incentive Plan which
may not be sold or
transferred until
(3)Includes 2,673 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are the vesting
requirements have been
satisfied.
(12) Includes 2,279 restricted
shares issued to
Mr. Mukherjee
under the Company’s
2010 Stock Incentive
Plan and 4,611
shares issued to
Mr. Mukherjee
(4)Includes 1,974 restricted shares issued to Ms. Hartzband under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been under
the Company’s
2020 Stock
Incentive
Plan
which
may not
be sold
or transferred
until
the vesting
requirements
have been
satisfied.
(13) Includes 9,739 restricted
shares issued to Mr. Williamson
under the Company’s 2020
Stock Incentive Plan which
may not be sold or transferred
until
(5)Includes 2,673 restricted shares issued to Ms. Losquadro under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been the vesting
requirements have been
satisfied.
(14) Based
(6)Includes 2,673 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.
on
44,098,856
(7)Includes 31,330 shares owned by various family related trusts and investments in which Mr. Taranto maintains a beneficial ownership. Also, includes 1,500 restricted shares issued to Mr. Taranto under the 2003 Directors Plan and 1,173 restricted shares issued to Mr. Taranto under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements are satisfied.
total
(8)Includes 6,596 shares owned through family investments in which Mr. Weber maintains a beneficial ownership. Also, includes 2,673 restricted shares issued to Mr. Weber under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

Common
Shares
outstanding
and
entitled
to
vote
as
of
March
20,
40 Everest Re Group, Ltd.
2023.
Common Share Ownership By Directors And Executive Officers

(9)Includes 3,960 shares owned by the Addesso Family Trust in which Mr. Addesso maintains a beneficial ownership. Also includes 31,017 restricted shares issued to Mr. Addesso under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(10)Includes 45,150 restricted shares issued to Mr. Andrade under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(11)Includes 13,275 restricted shares issued to Mr. Doucette under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(12)Includes 5,563 restricted shares issued to Mr. Howie under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(13)Includes 8,437 restricted shares issued to Mr. Mukherjee under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(14)Includes 11,727 restricted shares issued to Mr. Zaffino under the Company’s 2010 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.
(15)Based on 45,540,897 total Common Shares outstanding and entitled to vote as of March 16, 2020.

Proxy Statement 41
Principal Beneficial Owners of Common Shares
2023 Proxy
Statement
45
PRINCIPAL BENEFICIAL OWNERS
OF
COMMON
SHARES

To the
best of
the Company’s
knowledge,
the only
beneficial
owners of
5% or
more of
the outstanding
Common
Shares
as of
December
31, 2022
are set
forth
below.
This
table
is based
on information
provided
in Schedule
13G
Information
Statements
filed
with
the SEC
by the
parties
listed
in the
table.
Name
and
Address
of
Beneficial
Owner
Number
of
Shares
Beneficially
Owned
Percent
of
Class
Everest
Re
Advisors,
Ltd.
Seon
Place,
141
Front
Street,
4th
Floor
Hamilton HM 19, Bermuda
9,719,971
(1)
19.9%
The Vanguard Group
100
Vanguard
Boulevard
Malvern,
Pennsylvania
19355
4,857,673
(2)
9.9%
BlackRock,
Inc.
55
East
52
nd
Street
New
York,
New
York
10022
2,899,304
(3)
5.9%
(1)
Everest
Re Advisors,
ltd., a
direct wholly-owned
subsidiary
of the Company’s knowledge, company
had sole
power to
vote and
direct
the only beneficial owners disposition
of 5% or 9,719,971
Common
Shares
as of
December
31,
2022.
According
to the
Company’s
Bye-laws,
the total
voting
power
of any
Shareholder
owning
more than
9.9%
of the outstanding
Common
Shares
will
be reduced
to 9.9%
of the
total
voting
power
of the
Common
Shares.
(2)
The Vanguard
Group
reports
in its
Schedule
13G that
it has
no sole
power
to vote
or direct
the vote,
shared
voting
power
for
59,127
Common
Shares,
sole
dispositive
power
with
respect
to 4,684,876
Common
Shares
and shared
dispositive
power
with
respect to 172,797
Common Shares as of December 31, 2019 are set forth below. This table is based on information providedShares.
(3) BlackRock, Inc.
reports in its Schedule 13G Information Statements filedthat it has sole power to vote or direct the vote of 2,617,745 Common
Shares and sole
dispositive
power with the SEC by the parties listed in the table.
Name and Address of Beneficial OwnerNumber of Shares Beneficially Owned Percent of
Class
Everest International Reinsurance, Ltd.9,719,971
(1)
 19.3%
Seon Place, 141 Front Street, 4th Floor    
Hamilton HM 19, Bermuda    
The Vanguard Group4,560,086
(2)
 11.2%
100 Vanguard Boulevard    
Malvern, Pennsylvania 19355    
BlackRock, Inc.4,295,295
(3)
 10.5%
55 East 52nd Street
    
New York, New York 10055    
State Street Corporation2,138,171
(4)
 5.2%
One Lincoln Street    
Boston, MA 02111    
     
respect
to 2,899,304
(1)Everest International Reinsurance, Ltd. (“International Re”) a direct wholly-owned subsidiary of the Company, obtained the Company’s Common Shares from Everest Preferred International Holdings (“Preferred Holdings”), a direct wholly owned subsidiary of the Company, in exchange for preferred stock issued by International Re. Preferred Holdings had obtained the Company’s common shares from Everest Reinsurance Holdings Inc. in exchange for preferred stock issued by International Re. International Re had sole power to vote and direct the disposition of 9,719,971 Common Shares as of December 31, 2019. According to the Company’s Bye-laws, the total voting power of any Shareholder owning more than 9.9% of the Common Shares will be reduced to 9.9% of the total voting power of the Common Shares.
(2)The Vanguard Group reports in its Schedule 13G that it has sole power to vote or direct the vote of 59,985 Common Shares, shared voting power for 22,329 Common Shares, sole dispositive power with respect to 4,481,994 Common Shares and shared dispositive power with respect to 78,092 Common Shares.
(3)BlackRock, Inc. reports in its Schedule 13G that it has sole power to vote or direct the vote of 3,879,749 Common Shares and sole dispositive power with respect to 4,295,295 Common Shares.
(4)State Street Corporation reports in its Schedule 13G that it has sole power to vote or direct the vote of no Common Shares, shared voting power for 1,845,559 Common Shares, sole dispositive power with respect to no Common Shares and shared dispositive power with respect to 2,128,654 Common Shares.

42 Everest Re Group, Ltd.
Directors’ Compensation
46
2023 Proxy
Directors' Compensation
Statement
DIRECTORS’
COMPENSATION

Each
member
Each member of the
Board
who is
not otherwise
affiliated
with
the Company
as an
employee
and/or
officer (“Non-Employee
(“Non-
Employee
Director”
or “Non-Management
Director”)
was compensated
in 2019 2022
for services
as a
director
and was
also
reimbursed
for out-of-pocket
expenses
associated
with
each
meeting
attended.
Each
Non-Employee
Director
is
compensated
in the
form of
an annual
retainer
and a
discretionary
equity
grant.
The Board reviews director compensation annually. In reviewing director compensation, the Board considered several
factors,
including
the
need
to recruit
and
retain
quality
director
candidates
with
expertise
relevant
to the
Company’s
objectives and attuned
to the increased
regulatory and shareholder
focus on Board
governance and oversight.
The Board
also considered
the amount
of time
spent
by directors
in attending
all scheduled
Board
and Committee committee
meetings,
preparing
for meetings,
communicating
with management
throughout
the year
and attending
various
educational
seminars. Directors
Our directors
do not
receive
any additional
compensation
for service
as a Committee committee
chair,
attending
regular
Board
and Committee committee
meetings
or special
meetings
of individual Committees
committees
or the
Board.
Each Non-Employee
Director or
Alternate
attended
the four
scheduled
meetings
of the Board
in 2019, 2022,
as well
as
an annual
informational
meeting
in February
to review
and discuss
corporate
governance
matters
and long-term
strategic
plans
for the
Company.
Moreover,
because
we believe
that a
smaller
board allows
for greater
exchange
of ideas
and more
focused and efficient
interaction with
management, each
Non-Employee Director
frequently
participates in every meeting of the Audit, Nominating and Governance, Compensation, UnderwritingRisk and Investment
Policy Committees,
irrespective
of whether
the director
is a formal
appointee
to such Committee
committee
or an invitee
of
the Committee. committee.
Our directors
believe
they are
at their
most effective
when working
as a
collective
unit in
sharing
ideas,
offering
opinions
and engaging
in spirited
debate
at all Committee
committee
and Board
meetings.
Finally,
various Non-Employee
Non-
Employee
Directors
attend
and report
back
to the
Board
on educational
seminars
relating
to changes
in accounting
rules and FASB pronouncements,
tax regulations, enterprise risk management,
ERM, governance
best practices,
information technology
and
cyber security.
During our annual
outreach in
past years,
several shareholders
indicated that
our director
compensation program
was
not
in line
with
that
of our
peer
group,
primarily
as a
consequence
of the
heightened
performance
of the
Company’s
share
price
as a result
of our
exceptional
long-term
performance.
While
the Board’s
oversight
directly
contributed
to achieving
the
long-term
value
creation
for shareholders,
the
Board
took
notice
of our shareholders’
observations
and took action
to bring its
director compensation
in line with
our peers. The
Board refined its
director compensation
structure
and
implemented
a limit
on Non-Employee
Director
compensation
to $450,000,
comprised
of a
fixed
cash
retainer and
restricted share
awards.
Each Non-Employee Director received a standard retainer of $125,000
$125,000 in 20192022 payable in the form
of cash or
Common Shares at his or
her election and an equity
award equal in value to
$325,000, for a total compensation value
of 1,500 shares.
$450,000. Giving
Non-Employee Directors an
opportunity to
receive their
standard retainer
in the
form of
Common
Shares
is intended
to further
align
their
interests
with
those
of the
Company’s
shareholders.
The value
of Common
Shares
issued is calculated
based on
the average of
the highest and
lowest sale prices
of the
Common Shares on
each installment
date or, if
no sale is reported
for that day,
the preceding
day for which
there is a
reported sale. In addition We
believe
that these
revisions
to the standard retainer, Mr. Taranto received an additional retainer payabledirector
compensation
structure
will bring
total compensation
per independent
director more
in
line with
our peers
while recognizing
the contribution
of our Board in building
long-term
shareholder
value while
preserving
the form Board’s
alignment
of cash pursuant to his January 1, 2017 Chairmanship Agreement that expired on December 31, 2019 and was not renewed.interest
with
our shareholders.
As a
non-independent
Chairman of
the Board, currently employed by the Company’s affiliate as of January 1, 2020,
Mr. Taranto
provides enhanced
duties as a Board member including serving as the Board’s representative inmore
akin to
an employee.
Such
duties include consulting with the
CEO to approve share
buybacks; working with the CEO
and the Corporate Secretary
in
scheduling,
preparing
agendas
and
ensuring
information
flow
for
Board
meetings;
recruitment
and
orientation
of
new
directors;
developing
and
maintaining
business
relationships
beneficial
to the
Company
at industry
conferences
and events
events;
and
providing
support,
advice
and
counsel
on
any
special
or
extraordinary
projects
at
the
request
of
the
Board.
Given
Mr.
Taranto’s
enhanced
duties
including
his availability
to collaborate
and
work
with
the
Company’s
CEO
that
go beyond
his role
as a Board representative; and providing support, advice and counsel on any special or extraordinary projects at the request Chairman
of the CEO or Board.
Board,
effective
January
1, 2021,
Mr. Taranto also spent extensive time during 2018 and 2019 reviewing
entered
into a
non-executive,
part-time
employment
relationship
with executive management the risk parameters and exposure in
the Company’s property catastrophe portfolio and directed
affiliate,
Everest
Global,
for a strategic reduction in that exposure as well as directing management on
term
of two
years
pursuant
to
which
he received
an expansion annual
base
salary
of our hedging strategy. In addition to all the foregoing, Mr. Taranto also spent significant time organizing, interviewing and leading the search process for the Company’s new CEO in 2019. $425,000.
Mr. Taranto’s expanded search assignment included responsibility for vetting and selecting an executive search firm to assist the Board in identifying appropriate candidates.
employment
with
Everest
Global
was renewed
Given Mr. Taranto’s enhanced duties including his availability to work with the Company’s executive management team that go beyond his role as Chairman of the Board, effectiveon January 1, 2020, following the expiration and non-renewal of Mr. Taranto’s Chairmanship Agreement, Mr. Taranto entered into a non-executive, part-time employment relationship with the Company’s affiliate, Everest Global, 2023
for a two-year term, of one year. Under the terms of the employment agreement,
pursuant to which Mr.
Taranto will receive aan
annual base salary of $375,000 in 2020.
$425,000.
As
an employee,
Mr. Taranto
is also entitled eligible
to receive
an annual equity
award at the discretion
of the Board not to
exceed
the value
of any
equity
award
granted
to the
non-executive
members
of the
Board.
Proxy Statement 43
Directors’ Compensation
2023 Proxy
Statement
Directors' Compensation47
The table below
summarizes the compensation
paid by the
Company to Non-Employee Directors
for the fiscal
year ended
December 31, 2019.2022.
20196
2022 DIRECTOR
COMPENSATION
TABLE
              Change in       
              Pension Value       
              and Nonqualified       
  Fees        Non-Equity  Deferred       
  Earned or  Share  Option  Incentive Plan  Compensation  All Other    
Name 
Paid in Cash(1)
  
Awards(2)
  
Awards(3)
  Compensation  Earnings  
Compensation(4)
  Total 
John J. Amore $125,000  $335,175  $—  $—  $—  $18,205  $478,380 
William F. Galtney, Jr.  125,000   335,175   —   —   —   18,205   478,380 
John A. Graf  125,000   335,175   —   —   —   19,645   479,820 
Meryl Hartzband  75,893   200,114   —   —   —   3,484   279,491 
Gerri Losquadro  125,000   335,175   —   —   —   18,205   478,380 
Roger M. Singer  125,000   335,175   —   —   —   28,205   488,380 
Joseph V. Taranto  1,625,000   335,175   —   —   —   18,205   1,978,380 
John A. Weber  125,000   335,175   —   —   —   28,205   488,380 
                             
Name
(1)During 2019, all of the directors elected to receive their compensation in cash except for Mr. Amore, who received 143 shares in compensation for his services during the 1st quarter of 2019 and Ms, Hartzband who received 282 shares in compensation for her services during the 2nd, 3rd, and 4th quarter of 2019. Pursuant to his Chairmanship Agreement, Mr. Taranto received $1.5 million in addition to the standard annual retainer.
Fees
Earned or
(2)The amount shown is the aggregate grant date fair value of the 2019 grant computed Paid
in accordance with Financial Accounting Standards Board Statement Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair market value (the average of the high and low of the Company’s stock price on the NYSE on the date of grant) (“FMV”). Each of the Non-Employee Directors was awarded 1,500 restricted shares on February 27, 2019 at FMV of $223.45. The aggregate number of restricted stock outstanding at year-end 2019 was 3,166 for all directors, except for Meryl Hartzband who had 801 shares.
Cash
(3)As of December 31, 2019, Mr. Amore has outstanding options to purchase 454 shares all of which are exercisable. This grant was awarded upon his appointment to the Board on September 19, 2012.
(1)
Share
(4)Dividends paid on each director’s restricted shares. For Messrs. Singer and Weber, also includes $10,000 in director fees for meetings attended as directors of both Bermuda Re and International Re.
Awards
During our annual outreach, several shareholders indicated that (2)
Option
Awards
(3)
Non-Equity
Incentive Plan
Compensation
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
All
Other
Compensation
(4)
Total
John J. Amore
$125,000
$325,663
—
—
—
$15,665
$466,328
William
F.
Galtney,
Jr.
$125,000
$325,663
—
—
—
$15,665
$466,328
John A.
Graf
$125,000
$325,663
—
—
—
$15,665
$466,328
Meryl
Hartzband
$125,000
$325,663
—
—
—
$16,079
$466,742
Gerri
Losquadro
$125,000
$325,663
—
—
—
$15,665
$466,328
Roger
M.
Singer
$125,000
$325,663
—
—
—
$25,665
$476,328
Joseph
V.
Taranto
(5)
$425,000
$325,663
—
—
—
$15,665
$766,328
John A.
Weber
$125,000
$325,663
—
—
—
$25,665
$476,328
(1)
For
their
Board
services
in 2022,
all of
the directors
elected
to receive
their
compensation
in cash
except
for Ms.
Hartzband
and Mr.
Graf,
who each
received
444 shares
in compensation
for their
services.
(2)
The amount
shown
is the
aggregate
grant
date fair
value
of the
2022 grant
computed
in accordance
with Financial
Accounting
Standards
Board
Statement
Accounting
Standards
Codification
Topic
718 (“FASB
ASC Topic
718”)
calculated
by multiplying
the number
of shares
by the
fair market
value
(the average
of the
high and
low of
the Company’s
stock
price
on the
NYSE
on the
date
of grant)
(“FMV”).
Each of
the Non-Employee
Directors
was awarded
1,131
restricted
shares
on February
24,
2022
at FMV
of $287.9425.
(3)
In July
2022,
Mr.
Amore
exercised
454 option
awards
which
had been
awarded
to him
upon
his appointment
to the
Board
in September
2022.
(4)
Dividends
paid on
each director’s
restricted
shares.
For Mr.
Singer
and Mr.
Weber,
also includes
$10,000
in director
fees for
meetings
attended
as
directors
of both Bermuda
Re and International
Re.
(5) Mr. Taranto’s
compensation
reflects
his
salary
and
share
awards
received
as
a
non-executive
employee
of
Everest
Global.
6
This 2022 Director
Compensation
Table excludes
the compensation
of Juan C. Andrade.
The compensation
of Mr. Andrade,
a director compensation program was not in line with that of our peer group, primarily as a consequence and also
President
and CEO
of the heightened performanceCompany,
is set forth
in the
2022 Summary
Compensation
Table.
The 2022
Director
Compensation
Table
does
include
the
compensation
of Joseph
V. Taranto,
who is
a non-executive
employee of the
Company.
Compensation Discussion and Analysis
48
2023 Proxy
Statement
COMPENSATION
DISCUSSION AND
ANALYSIS
Executive
Summary
The Company’s
executive
compensation
program
is intended
to align
the interests
of our
executive
officers
with
those of
our shareholders.
We stress
merit-based
performance
awards and
structure
overall compensation
to provide
appropriate incentives
to executives
to optimize
net earnings
and to increase
book value
per share.
For 2022,
Named
Executive Officers
received annual
awards based
largely on such
value-based financial
performance metrics
as
growth
in book
value per
share price
and return
on equity.
Our
executive
compensation
program
is designed
and
endorsed
by the
Compensation
Committee.
In designing
the
Company’s
executive
compensation
program, the
Compensation
Committee
endeavors
to
reflect
the
core
objectives
of (i)
attracting
and retaining
a talented
team
of executives
who will
provide
creative
leadership
and
ensure
success
for the
Company in
a dynamic
and competitive
marketplace; (ii)
supporting the
execution of
the Company’s
business
strategy
and the
achievement
of long-term
financial
objectives;
(iii) creating
long-term
shareholder
value;
and (iv)
rewarding executives
in a
manner that
is market
competitive and
seeks to
incentivize executives
to achieve
long-term
profitable financial
results.
We believe
our
compensation
structure
appropriately
addresses
the performance
of our
executive
leadership
team
in the face
of significant
global catastrophe
activity for another
consecutive year.
The industry
saw an estimated
$115
billion of insured catastrophe
losses in 2022, one of the highest
catastrophe loss years on record,
as a result of our exceptional long-term performance. While the Board’s oversight directly contributed to achieving the long-term value creation for shareholders and despite the significant time commitment by each director in 2019 in the CEO search, the Board took notice of our shareholders’ observations and took action to bring its director compensation in line with our peers. Accordingly, for fiscal year 2019, the Board reduced the number of shares awarded to the directors to 1,500 shares and maintained the annual cash retainer of $125,000.events
In addition, as stated above, the Board heeded shareholder concerns over Mr. Taranto’s compensation under his Chairmanship Agreement. Accordingly, upon the Agreement’s expiration on December 31, 2019, the Board did not renew the Agreement. Mr. Taranto’s compensation amount for 2019 reflects the final payment under the now expired Chairmanship Agreement.including
Hurricane
Moreover, commencing January 2020, the Board further determined to refine its director compensation structure
Ian
and have implemented a limit on non-employee director compensation to $450,000. We believe that these revisions to the director compensation structure will bring total compensation per independent director more in line with our peers while recognizing the contribution by our Board in building long-term shareholder value while preserving the Board’s alignment of interest with our shareholders.
other
events
including
European
Hailstorms,
Hurricane
Fiona
and
Typhoon
44 Everest Re Group, Ltd.
Compensation Discussion and Analysis
COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary
The Company’s executive compensation program is intended to align the interests of our executive officers with those of our shareholders. We stress merit-based performance awards and structure overall compensation to provide appropriate incentives to executives to optimize net earnings and to increase book value per share. For 2019, Named Executive Officers received annual awards based largely on such value-based financial performance metrics as growth in book value per share and return on equity.
Our executive compensation program is designed and endorsed by the Compensation Committee. In designing the Company’s executive compensation program, the Compensation Committee endeavors to reflect the core objectives of (i) attracting and retaining a talented team of executives who will provide creative leadership and ensure success for the Company in a dynamic and competitive marketplace; (ii) supporting the execution of the Company’s business strategy and the achievement of long-term financial objectives; (iii) creating long-term shareholder value; and (iv) rewarding executives for achieving financial performance surpassing that of our competitors over time.
We believe our compensation structure appropriately addresses the performance of our executive leadership team in the face of significant global catastrophe activity for a third consecutive year. The industry saw an estimated $50 billion of insured losses in 2019. There were a number of large-scale events in 2019 that contributed to an estimated $50 billion of insured losses including Hurricane Dorian, Typhoon Faxai, and Typhoon Hagibis.Nanmadol.
We provide
our
clients
protection
against
risk
and,
accordingly,
we expect
intermittent
volatility
in our
financial
results.
Our executive compensation structure is designed to
align managements’management’s interest with our shareholders by incentivizing
long-term
value
creation
rather
than
short-term
gains
through
strategies
designed
to normalize
catastrophe
volatility
over the long-term. In
that regard, as stewards of our shareholders’ capital, our portfolio management strategies seek to
minimize
the impact
of
severe events
on our capital.
Among other
things, this
is accomplished
by maintaining
a diversified
business
portfolio
– spread
by
line
and
geography
– and
by
employing
a tactical
approach
to managing
risk,
including,
but not limited
to, utilizationde-risking
our property exposures
to reduce volatility
during times of
inadequate pricing,
utilizing third
party
capital
to leverage
opportunity
and
issuance
of
catastrophe
bonds.
This
is an
important
distinction
as Everest
not
only outperforms during periods of benign catastrophe loss activity, but also performs well during periods of significant
catastrophe activity, such as those experienced in 2017, 2018 and 2019.activity. Thus, despite 2019 again being oneyet another consecutive year of significant catastrophe activity, for a third consecutive year in a row, the Company was still
able
to again, achieve
positive
earnings:
•
Gross written premiums grew by 8% to $9.1 billion.
written

•
The Company earned $872.4 million in after-tax operating income2 representing a 10.3% after tax operating return on equity (“ROE”)3.
premiums
grew
to
$14
billion
from
$13
billion
in
2021.
•
The
Company
earned
$1,065
million
in
after-tax
operating
income
7
representing
a 10.6%
after
tax
operating
return
on equity (“ROE”)
8
.
•
The
Company
returned
$316
million
in
capital
to
shareholders
during
2022
as
follows:
– We
paid
quarterly
dividends
totaling
$255
million
in
2022.
– We
returned
$61
million
to
shareholders
through
share
repurchases.
7
The Company returned $258.9 million in capital generally
uses after-tax
operating income
(loss), a non-GAAP
financial measure,
to shareholders during 2019 as follows:evaluate
its performance.
After-tax operating
income
(loss)
consists
of net
income
(loss)
excluding
after-tax
net gains
(losses)
on investments,
after-tax
net foreign
exchange
income
(expense)
and the
tax
charge
related to
the enactment
of the
Tax Cuts
and Jobs
Act of
2017 (TCJA).
8
Further
explanation
and
a
reconciliation
of
net
income
(loss)
to
after-tax
operating
income
(loss)
can
be
found
at
the
back
of
the
Everest Annual
Report.
We paid quarterly dividends totaling $234.3 million in 2019. We also increased our quarterly dividend by 11% in the fourth quarter.
We returned $24.6 million to shareholders by repurchasing 114,633 shares of our common stock under our previously announced stock repurchase plan.


2The Company generally uses after-tax operating income (loss), a non-GAAP financial measure, to evaluate its performance. After-tax operating income (loss) consists of net income (loss) excluding after-tax net realized capital gains (losses), after-tax net foreign exchange income (expense), and the tax charge related to the enactment of the Tax Cuts and Jobs Act of 2017 (TCJA). As reflected in this definition, starting in first quarter 2018, the Company adjusted operating income to exclude foreign exchange gains and losses as it believes the impact of foreign currency movements on income is not indicative of the performance of the underlying business in a particular period. 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.
3Return on adjusted shareholders’ equity excludes net after-tax unrealized appreciation (depreciation) of investments.

Proxy Statement 45
re-20221231p53i0
Compensation Discussion and Analysis
2023 Proxy
Statement
49
Since
going
public
in 1995,
the Company
has achieved
compound
annual
growth
in dividend-adjusted
book
value
per share of 10%.
* Including
Stock
Appreciation
& Dividends
We have
always
emphasized
prudent
risk management
and technical
underwriting
as the
key tenets
for building
and
sustaining
long-term
value
for
our shareholders.
Our compensation
structure
properly
reflects
management’s
alignment
with
our
shareholders,
especially
during
periods
of
extreme
macroeconomic
conditions
including
a global
pandemic, inflationary
pressure, interest
rate swings
and volatile
equities markets
in conjunction
with extreme
natural
catastrophe events.
These results reinforce
a strategic vision
developed by experience, ingenuity
and humility. While we are always
mindful
of the
human
and economic
tolls
associated
with
all
forms
of natural
catastrophe
losses,
we are
in the
business
of
offering
protection
against
volatility
for our
clients
and customers
while
endeavoring
to create
long-term
value
for
our shareholders
even during
periods
of extreme
catastrophe
activity.
The fact
that we
have achieved
consistent
book value per share of 11.6%.
Source: Bloomberg as of 12/31/2019
*Including Stock Appreciation & Dividends
Everest Re total return* over S&P 500:
2014-20192012-20192009-20192004-2019IPO*-2019
8 points31 points45 points51 points1,042 points
*IPO date is 10/31/1995
GROWTH IN TOTAL VALUE CREATION (“TVC”) RELATIVE TO BERMUDA PEERS
     
*Dowling & Partners (“D&P”) defines TVC as growth in tangible book value per share (plus accumulated cash dividends)
Thus, despite a year being dominated by significant catastrophe loss activity, the Company has continued its trend of boosting long-term value for its shareholders over time. In fact, over the last five years, Everest has distinguished itself with compound annual growth in dividend-adjusted book value per share of 8.3% while generating an average operating return on equity of 9.1%.
46 Everest Re Group, Ltd.
Compensation Discussion and Analysis

These results reinforce a strategic vision developed by experience and ingenuity. While we are always mindful of the human and economic tolls associated with all forms of natural catastrophe losses, we are in the business of offering protection against volatility for our clients while endeavoring to create long-term value for our shareholders even during periods of extreme catastrophe activity. The fact that we have generally achieved consistent book value per share growth over time showcases our ability
to manage over cycles
through successful underwriting
and
risk management
strategies
grounded
in an
innovative
culture that values sustainable
performance
and capital
preservation.
This
unwavering
commitment
to long-term
value
creation
for
our shareholders
is precisely
the intent
behind our compensation
philosophy.
re-20221231p54i0
Compensation Practices
50
2023 Proxy
Statement
COMPENSATION
PRACTICES
Compensation
Practices
and 2019
2022
Say-On-Pay
Vote
Say
on Pay
Say on
Pay Results
from
2017 to 2022
Everest
received
a
high
level
of
voting
approval,93.73%, for the Say on Pay advisory vote
at
its
2022
Annual
General
Meeting.
Accordingly,
the
Committee
did
not
make
any
significant
changes
to
the
structure
of
the
Company’s
compensation
program
A primary
focus
of our
Compensation
Committee
is ensuring
that
the Company’s
executive
compensation
program
serves the best interests of our
shareholders while appropriately rewarding our executive
leadership for their
performance
and incentivizing future performance
seeks
to outperform our peers. incentivize
executives
to achieve
long-term
profitable
financial
results.
Our
compensation
program
incorporates
numerous
compensation
best
practices
that
address
common
shareholder
concerns
and advance
the Company’s
philosophy
of long-term
shareholder
growth.
Highlights
include:
•
No
separate
change-in-control
(“CIC”)
agreement
for
the
CEO
•
CEO
and
all
participants
in the
CIC
Plan
are subject
to double-trigger
provisions
•
No separate“gross-up”
payments
by the
Company
of any
“golden
parachute”
excise
taxes
upon
a change-in-control (“CIC”) agreement
• Incentive
cash
bonuses
for
all
Named
Executive
Officers
tied
to
specific
Company
financial
performance
metrics
•
For 2022, approximately
41% of Named Executive
Officers’ long-term
incentive compensation
(excluding any
Named
Executive
Officers
no longer
employed
with
the CEOCompany)
is in
the form
of performance
share
units
that
can only
be earned
upon satisfaction
of specific
Company
financial
performance
metrics
over
a 3-year
period
•
Say
on Pay
Advisory
Vote
considered
by shareholders
annually
• Stock
ownership
and
retention
guidelines
for
executive
vice
presidents
and
above
re-20221231p55i0
CEO Compensation Practices
2023 Proxy
Statement
51
* Total
Stock
Return
Index
is a measure
of performance
and all participants is
calculated
as the
change
in the CIC Plan are subject to double-trigger provisionsshare
price
plus reinvestment
of dividends,
assuming
an
initial investment of
$100.
Source:
Nasdaq/Thomson
No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change-in-control
No accelerated equity vesting in CEO’s employment agreement, except in the limited circumstance of a change-in-control followed by a termination (i.e. double trigger)
Incentive cash bonuses for all Named Executive Officers tied to specific Company financial performance metrics
For 2019, approximately 37% of Named Executive Officers’ long-term incentive compensation is in the form of performance share units that can only be earned upon satisfaction of specific Company financial performance metrics over a 3 year period
Say on Pay Advisory Vote considered by shareholders annually
Stock ownership and retention guidelines for executive vice presidents and above

Proxy Statement 47
Compensation Discussion and Analysis
The Company received a positive 91.8% approval of the advisory vote on “say on pay” at its 2019 Annual General Meeting. Regardless of the approval vote, our Board and its Compensation Committee conducts an annual review of the Company’s compensation practices to determine whether modifications to the Company’s compensation program would be in the best interest of shareholders and advance the Company’s philosophy of long-term shareholder growth. In consideration of the positive advisory vote and shareholder feedback received during periodic outreach after the 2019 Annual General Meeting, the Committee did not make any significant changes to the structure of the Company’s compensation program. We believe that the compensation elements and practices associated with our compensation program result in an executive compensation program that best serves the Company and its shareholders.
*Total Stock Return Index is a measure of performance and is calculated as the change in share price plus reinvestment of dividends, assuming an initial investment of $100.
Source: Nasdaq/Thomson
48 Everest Re Group, Ltd.
The Company's Compensation Philosophy and Objectives
52
2023 Proxy
Statement
THE COMPANY’S COMPENSATION PHILOSOPHY
AND OBJECTIVES

OBJECTIVES
The Company’s executive compensation
program is designed
to attract, motivate and
retain highly talented
individuals whose abilities
are critical to the
ongoing success of
the Company. In this
regard, the Company’s
executive
compensation
program utilizes
a dual approach.
In the first
instance,
the program
has a short-term
component
consisting
of a base
salary
and a
performance-based
cash
bonus
predominantly
tied
to a
Company
financial
metric.
Secondly,
the Compensation
Committee
rewards long-term
performance
through the
use of discretionary time-based,
time-
based, as
well as
performance-based,
equity awards
tied to
specific financial
performance factors
designed to
closely
align
the
interests
of
key
executives
with
the
longer-term
interests
of the
Company’s
shareholders.
The Compensation
Committee is
guided by
the following
principles when
making compensation
decisions individually
and collectively
with respect
to our
executives:
• Compensation
of
executive
Compensation of executive
officers
is based
on
the
level
of
job
responsibility,
contribution
to
the
performance
of
the
Company, individual performance in
light of general
economic and industry
conditions, teamwork, resourcefulness
and
ability to
manage our
business.
• Compensation
awards
and
levels
are
intended
to
be
reasonably
competitive
with
compensation
paid
by
organizations
Compensation awards and levels are intended to be reasonably competitive with compensation paid by organizations of similar
stature
to both
motivate
the Company’s
key employees
and minimize
the potential
for disruptive
and
costly key employee turnover.
• Compensation
Compensation is intended
to align
the
interests
of
the executive officers with those
of
the Company’s shareholders
by
basing
a significant
part of total compensation
on our executives’
contributions
over time to the generation
of
shareholder value.
Components of the Company’s Compensation Program
re-20221231p57i3 re-20221231p57i2 re-20221231p57i1 re-20221231p57i0
The Compensation Committee meets each February to review and approve compensation for each Named Executive Officer including any adjustments to base salary, bonus awards and equity grants in consideration of the officer’s prior fiscal year’s performance as well as performance over time. In addition, from time to time, the Compensation Committee may make separate salary adjustments to Named Executive Officers during the course of the year to recognize mid-year promotions, changes in job functions and responsibilities, or other circumstances.
The components of our executive compensation program and their respective key features, including equity and cash awards that are awarded each February for previous fiscal year performance, are shown in the table below:
Components of Executive Compensation
COMPONENTFORMKEY FEATURES
Base SalaryCash
•Intended to attract and retain top talent
•Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance
Non-Equity Incentive CompensationCash
•For 2019, the maximum potential bonus was tied to the Company Adjusted ROE. Final awards also consider achievement of individual non-financial goals
•All applicable Named Executive Officers (“NEOs”) were selected as participants in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2019 with the maximum bonus potential available for award to any participant in the Plan not to exceed $3.5 million

Proxy Statement 49
The Company'sCompany’s Compensation Philosophy and Objectives

2023 Proxy
COMPONENTFORMKEY FEATURES
Non-Equity Incentive Compensation (continued)Cash
•Performance goals established at the beginning of each fiscal year
•No guaranteed minimum award
•Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors
Performance Share UnitsEquity
•Tied to the rate of annual operating ROE and cumulative growth in book value per share relative to our peer group over a three-year period
•Payouts range from 0% of target payout to 175% of target payout, depending on performance after 3 years
•Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders
Restricted SharesEquity
•Vests at the rate of 20% per year after anniversary of grant over a five year period
•Intended to motivate long-term performance, promote appropriate risk-taking, align our NEOs’ interests with shareholders’ interests and promote retention
Statement
As shown in
53
Components
of the chart
Company’s
Compensation
Program
Components
of Executive
Compensation
Short
Term
Compensation
Component
Description
Key
Features
Fixed
component
of
compensation
intended
to
attract and
retain top talent
Generally
positioned
near
the right, the Compensation Committee manages the pay mix for our executive officers such that a substantial portion is “at risk” compensation so as to better align the interests
median
of our
pay level
peer group,
but
varies
with
individual
skills,
experience,
responsibilities
and
performance
At
-
Risk
Pay
Performance
goals
established at the beginning
of
each
fiscal
year
that
support
long-term
growth
and operational efficiencies
Intended to motivate annual
performance with
respect to
key
financial
measures,
coupled
with
individual
performance factors
For 2022, the
maximum potential
bonus
was
tied
to
the
Company
Adjusted
ROE.
Final
awards
also
consider achievement
of individual
goals
All
applicable
Named
Executive
Officers
(“NEOs”) were
selected as
participants
in
the
Executive
Performance Annual Incentive
Plan
(“Executive
Incentive
Plan”)
for 2022
with the Company’s shareholders.
maximum
bonus potential
available for
award to
any participant
in
the
Plan
not
to
exceed
$3.5
million
The averagetotal bonus determination
for
a participant
in 2022
is arrived
at
by application of two independent
components
based
upon
a
60%
and
40% weighting
for
all Named
Executive Officers’
Officers:
(1)
Company
financial performance criteria
and
(2) individual
performance
criteria
as
set forth
further herein.
No guaranteed
minimum
award
Long
Term
Long-Term
Incentive
Awards
At-risk,
long-term,
equity-
based
compensation
to
encourage
multi-year
performance and retention
Intended
to
motivate
long-
term
performance
with
respect
to
key
financial
measures
and
align
our
NEOs’
interests
with
those
of
our
shareholders
Tied to
the rate
of annual
operating
ROE
and
TSR
relative
to
our
peer
group
over
a
three-year
period,
along
with
annual
TSR
against
targets for the 2022 PSU
Payouts
range
from
0%
of
target
payout
to
175%
of
target
payout,
depending on performance after 3
years
Intended
to
motivate
long-
term performance and value
creation,
align
our
NEOs’
interests with
shareholders’
interests
and
promote
retention
Vests at risk compensation, aside from the Company’s CEO who retired effective December 31, 2019, was 71%4. The amounts above and in the chart below do not include the amounts set forth in the columns labeled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” in the Summary Compensation Table.rate of 20% per year after
In addition, all employees including executive officers received other compensation in the form anniversary
of benefits. Such other compensation included Company-paid term life insurance, partially subsidized medical and dental plans, Company-paid disability insurance, and participation ingrant
over a Company-sponsored 401(k) employee savings plan. Certain executives also participated in a Supplemental Savings Plan whose purpose is principally to restore benefits that would otherwise have been limited by U.S. benefit plan rules applicable to the 401(k) employee savings plan.


five-year
4 Given Mr. Addesso’s retirement as of December 31, 2019 as the Company’s President & CEO, Mr. Addesso was not awarded any Performance Share Units or Restricted Shares for 2019 fiscal year service by the Compensation Committee in February 2020.  Taking into account Mr. Addesso’s cash incentive award awarded by the Compensation Committee in February 2020, our CEO’s 2019 “at risk” compensation was 62%.

50 Everest Re Group, Ltd.
period
re-20221231p58i0
The Company'sCompany’s Compensation Philosophy and Objectives
54
2023 Proxy
Statement
The
Compensation
Committee
meets
each
February
to review
and
approve
compensation
for
each
Named
Executive
Officer
including
any adjustments
to base
salary,
bonus
awards
and equity
grants
in consideration
of the
officer’s
prior
fiscal
year’s
performance
as well
as performance
over
time.
In addition,
from
time
to time,
the Compensation
Committee
may make
separate
salary adjustments
to Named
Executive
Officers
during the
course
of the year
to
recognize
mid-year
promotions,
changes
in job
functions
and
responsibilities,
or other
circumstances.
As shown
in the
charts
below,
the Compensation
Committee
manages
the pay
mix for
our executive
officers
such
that a substantial
portion is
“at risk” compensation
so as to
better align
the interests
of our Named
Executive Officers
with
the Company’s
shareholders.
The average
of all
Named
Executive
Officers’
at-risk
compensation
was 80%.
The
amounts above and
in the
chart below do
not include the
amounts set
forth in the
columns labeled
“Change in
Pension
Value
and Nonqualified
Deferred
Compensation
Earnings”
and “All
Other
Compensation”
in the Summary
Compensation Table.
In addition,
all employees
including
executive
officers
received
other compensation
in the
form of
benefits.
Such
other compensation
included Company-paid
term life insurance,
partially subsidized
medical and
dental plans,
Company-paid
disability
insurance
and
participation
in
a
Company-sponsored
401(k)
employee
savings
plan.
Certain
executives
also participated
in a
Supplemental
Savings
Plan whose
purpose
is principally
to restore
benefits
that
would
otherwise
have been
limited
by U.S.
benefit
plan
rules
applicable
to the
401(k)
employee
savings
plan.
The
Role
of Peer
Companies
and
Benchmarking
The
Compensation
Committee
identified
a peer
group
comprised
of
companies
that
are
similar
to us
in industry
and
size for purposes of
benchmarking and evaluating the competitiveness of
our pay levels and
compensation packages
for
our Named
Executive
Officers. In
determining the
final peer
group, the
Compensation Committee
selected
publicly
traded
insurers
and
reinsurers
that
directly
compete
with
the
Company
for
business
and
talent, and
changes
to
the Company’s peer
group have been primarily
due to consolidations
among several peer group
companies in
recent
years.
The Compensation
Committee
reviews
both compensation
and performance
at peer
companies
as a
benchmark
when
setting
compensation
levels
that
it believes
are commensurate
with
the Company’s
performance.
Although
the Committee
did not
set compensation
components
to meet
specific
benchmarks,
such as
targeting
salaries “above
“above
the
median”
or
equity
compensation “at
“at
the
75th
percentile”
of
peer
companies
at
the
outset
of 2019,
2022,
it
did
utilize
the
peer
group
compensation
data
in
determining
appropriate
incentive
compensation
amounts
relative
to
individual
and
Company
performance
awarded
to our
Named
Executive
Officers
for
the 2019
2022
fiscal
year.
Further,
the
Committee
utilized
such
peer
group
metrics
in setting
Named
Executive
Officer
targets
for
the 2019
2022
fiscal
year.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
55
For 2019,
2022,
the
Committee
selected
the
following
companies
to serve
as
our
pay
level
peer
group:
Alleghany CorporationAmerican Financial Group, Inc.Arch Capital Group, Ltd.
AXIS Capital Holdings, LimitedCincinnati Financial Corp.Chubb Limited
CNA Financial Corp.Markel Corp.National General Holdings Corp.
Old Republic International Corp.The Hanover Insurance Group, Inc.The Hartford Financial Services Group, Inc.
Renaissance ReW. R. Berkley Corp.
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Base
Salary
and Bonus
Determinations
The base
salaries
for all
executive
officers
are
determined
by the
Compensation
Committee,
established
upon
hire
or
assignment date and reconsidered annually or as responsibilities change. In setting
an executive’s initial base salary, the
Compensation
Committee
considers
the
executive’s
abilities,
qualifications,
accomplishments
and prior
experience.
The
Compensation
Committee
also
considers
base
salaries
of similarly
situated
executive
officers
in its
identified
peer
companies
when
assessing
competitive
conditions
in the
industry.
Subsequent
adjustments
to the
executive’s
base
salary
in the
form
of annual
raises
or upon
renewal
of an employment
agreement
take
into
account
the executive’s
prior
performance,
the financial
performance
of the
Company
and the
executive’s
contribution
to the
Company’s
performance
over
time,
as
well
as
competitive
conditions
in
the
industry.
Incentive
Based
Bonus
Plans
In connection
with
fiscal
year 2019
2022
performance,
the
Company
awarded
annual
performance-based
cash
bonuses
to
the
applicable
Named
Executive
Officers
pursuant
to the applicable Named
Executive Officers pursuant to the Executive
Performance
Annual
Incentive
Plan.
Executive
Performance
Annual
Incentive
Plan
The
Compensation
Committee
identifies
the
executive
officers
eligible
to participate
in the
Executive Performance Annual
Incentive Plan (the “Executive Incentive Plan”).
Plan.
In addition
to other
criteria,
the Executive
Incentive
Plan provides
that the
total amount
of awards
granted to
all
participants in
any one
year may
not exceed
10% of
the Company’s
average annual
income before
taxes for
the
preceding five years.
Pursuant to the terms of the Executive Incentive Plan, the Compensation Committee,
within 90 days after the
beginning
of the
fiscal
year,
selects
those
executive
officers
of the
Company
and
its
subsidiaries
who
will
participate
in the
Executive
Incentive
Plan
for
that
year.
The
Compensation
Committee
sets
maximum
potential
bonus
amounts
for each
participant
based
on achievement
of specific
performance
criteria,
chosen
from among
the performance
criteria
set forth
in the
Executive
Incentive
Plan,
that most
closely
aligns
Company
financial
performance
to long-
term
shareholder
value
creation.
The Compensation
Committee
may exercise
discretion
and its subsidiaries who will participateaward
an amount
that
is less than
the potential
maximum amount
to reflect
actual corporate,
business unit
and individual
performance. The
Compensation
Committee
determined
that
the maximum
potential
bonus
for Mr.
Andrade
and any
participant
in the
Executive
Incentive
Plan
cannot
exceed
$3.5
million.
For
Messrs.
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson,
their
maximum
potential
bonus
is further
limited
to 200%
of their
respective
base
salaries,
subject
to the
foregoing
$3.5
million
cap.
In addition,
and
subject
to the
foregoing
maximums,
the
total
bonus
determination
for
a participant
in 2022
is arrived
at by
application
of two
independent
components
based
upon a
60% and
40% weighting
for the
Named
Executive
Officers:
(1) Company
financial
performance
criteria
and (2)
individual
performance
criteria.
For
each applicable
Named
Executive
Officer,
the Compensation
Committee
established
full-year
operating
plan ROE
targets
for the Company
as the financial
performance
criteria to
be applied
in connection
with a portion
of their
bonus
compensation.
Further,
for each
Named
Executive
Officer,
the Compensation
Committee
considers
60%
of
the
potential
maximum
bonus
eligible
to be
earned
based
on tiered
Company
Adjusted
Operating
ROE
9
results
above
and below
the set
operating plan
ROE target.
In determining
that only
the above
percentages
of the
maximum bonus
should
be tied
to achievement
of these
additional
financial
performance
metrics,
the
Committee
desired
to preserve
financial
metrics
as being
the predominant
determinant
of whether
a participant
had earned
the maximum
bonus
potential.
9
Adjusted Operating ROE adjusts actual operating ROE by limiting catastrophe activity to 40% of anticipated catastrophe
losses in the Executive Incentive Plan annual operating
plan
and
60% of
actual
catastrophe
losses
for that year. The Compensation Committee sets maximum potential bonus amounts for each participant based on achievement of specific performance criteria, chosen from among
the performance criteria set forth in the Executive Incentive Plan, that most closely align Company financial performance to long-term shareholder value creation. The Compensation Committee may exercise discretion and award an amount that is less than the potential maximum amount to reflect actual corporate, business unit and individual performance.current
fiscal
Proxy Statement 51
year.
The Company'sCompany’s Compensation Philosophy and Objectives
The Compensation Committee determined that the maximum potential bonus for Mr. Addesso and any participant in the Executive Incentive Plan cannot exceed $3.5 million. For Messrs. Doucette, Howie, Mukherjee and Zaffino, their maximum potential bonus is further limited to 200% of their respective base salaries, subject to the foregoing $3.5 million cap.56
In addition, and subject to the foregoing maximums, the total bonus determination for a participant in 2019 is arrived at by application of two independent components based upon a 70% and 30% weighting, respectively:
(1) Company financial performance criteria and (2) individual performance criteria.
For each applicable Named Executive Officer, the Compensation Committee established full-year operating plan ROE targets for the Company as the financial performance criteria to be applied in connection with a portion of their bonus compensation. The Compensation Committee considers 70% of the potential maximum bonus eligible to be earned based on tiered Company Adjusted ROE results above and below the set operating plan ROE target. In determining that only 70% of the maximum bonus should be tied to achievement of these additional financial performance metrics, the Committee desired to preserve financial metrics as being the predominant determinant of whether a participant had earned the maximum bonus potential.2023 Proxy
Statement
The Compensation
Committee
separately
considers
the remaining 30%
40% of
the potential
maximum
bonus
eligible
to
be earned by a
participant based upon successful achievement of
individual generally non-financial goals established
for
each participant.
Consideration
of individual
performance
is done to acknowledge
that the property
and casualty
(re)insurance
business
is a risk-based
endeavor
where a
company’s
financial
results
in any
one financial
year may
be impacted
by exogenous
factors
beyond
human
control
such
as an
unexpected
severe
hurricane
season
or other
natural peril
catastrophe activity. Implicit
in such a
determination is
the recognition that
our financial
success over the
long
term
is not
dependent
on any
one
financial
year’s
results.
Individual
goals
in any
given
year
include,
but
are
not
limited
to,
factors
that
may be
applicable
to each
NEO,
such
as demonstrated
leadership,
ESG and
diversity,
business
year highlights,
risk management
and loss
mitigation protection
practices, strategic
goal setting,
performance against
annual
operating
plan, capital
management,
strategic
expansion
initiatives
and growing
Everest’s
investor
base.
Finally,
the 40%
subjective
element
also allows
the Compensation
Committee
broad
discretion
to consider
market
performance
measures
such as
total shareholder
return
(“TSR”) into
executive
performance
without
setting
a specific
performance target.
This balanced
approach
allows the
Company
to remain
competitive
and foster
retention
of successfully highly
performing
Named
Executive
Officers. Further, the Committee
is not bound
to any minimum
bonus amount and
retains discretion to
scale
the payments
below the
potential
maximum
bonus and
to award
no cash
bonus to
any Named
Executive
Officer.
The Compensation
Committee
in February
2022
selected
Messrs. Addesso, Doucette, Howie,
Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and Zaffino
Williamson
to participate
in the
Executive
Incentive
Plan for
fiscal
year 2022,
which tied
their maximum
potential
bonus
awards
to the
performance
criteria
as described
in more
detail
below.
2022 INCENTIVE-BASED BONUS TARGETS AND
AWARDS
Named
Executive
Officer
Target
Incentive
Bonus
(% Base
Salary)
Target
Incentive
Bonus
Potential
Maximum
Incentive
Bonus
Actual
Bonus
Award
Juan C.
Andrade
CEO
220%
$
2,750,000
$
3,500,000
$
2,900,000
Mike
Karmilowicz
Executive
Vice
President
and
CEO
of
Everest
Insurance
®
130%
1,007,500
1,550,000
$
1,070,750
Mark
Kociancic
Executive
Vice
President
& Chief
Financial
Officer
130%
1,137,500
1,750,000
$
1,273,900
Sanjoy
Mukherjee
Executive
Vice
President,
General
Counsel
&
Secretary
130%
845,000
1,300,000
$
900,000
Jim Williamson
Executive
Vice
President,
Chief
Operating
Officer
and Head of Reinsurance
130%
1,040,000
1,600,000
$
1,167,000
TOTAL
$
6,780,000
$
9,700,000
$
7,311,650
Long-Term
Compensation
Determinations
The second
component of
the Company’s
executive compensation
plan is
premised on
a strategic
view of
compensation.
This
long-term
compensation
component
is achieved
through
the
2020
Stock
Incentive
Plan.
Awards
under the
2020 Stock
Incentive Plan are
generally intended
to reinforce
management’s long-term
emphasis on
corporate
performance,
provide
an incentive
for fiscal year 2019, which tied their maximum potential bonus key
executives
to remain
with
the Company
for the
long
term
and
provide a
strong incentive
for employees
to work
to increase
shareholder
value by
aligning employees’
interests with
those of the shareholders.
Equity
awards
may
take
the
form
of share
options,
share
appreciation
rights,
restricted
shares
or performance
share
units.
Options
and
restricted
shares
are awarded
on the
day that
they
are
granted
by the
Compensation
Committee
and valued as
of the grant
date. Options
are issued with
an exercise price
equal to the performance criteria as described in more detail below.
2019 INCENTIVE-BASED BONUS TARGETS AND AWARDS 
Named Executive Officer Target
Incentive
Bonus
(% Base Salary)		  Target
Incentive
Bonus		  Potential
Maximum
Incentive
Bonus		  Actual
Bonus
Award		 
Dominic J. Addesso
CEO
  
125
%
 
$
1,562,500
  
$
3,500,000
  
$
2,000,000
 
John P. Doucette
President and CEO of the Reinsurance Division
  
130
%
 
$
1,137,500
  
$
1,750,000
  
$
920,000
 
Craig W. Howie
CFO
  
100
%
 
$
560,000
  
$
1,120,000
  
$
500,000
 
Sanjoy Mukherjee
GC and CEO of Bermuda Re
  
120
%
 
$
720,000
  
$
1,200,000
  
$
625,000
 
Jonathan M. Zaffino
President and CEO of the Everest Insurance® Division
  
130
%
 
$
1,040,000
  
$
1,600,000
  
$
1,082,000
 
TOTAL     
$
5,020,000
  
$
9,170,000
  
$
5,127,000
 
                 
fair market value

of the
52 Everest Re Group, Ltd.Company’s stock
on the grant
date. The Company determines
fair market value
by averaging
the high and
low market
price on the grant date.
The Company'sCompany’s Compensation Philosophy and Objectives
Long-Term 2023 Proxy
Statement
57
With respect
to the
equity award
process, the
CEO makes
recommendations
to the
Compensation DeterminationsCommittee
for each
The second component ofeligible executive
officer, and the Company’s executive compensation plan is premised on a strategic view of compensation. This long-term compensation component is achieved through the 2010 Stock Incentive Plan. Awards under the 2010 Stock Incentive Plan
proposed awards
are generally intended to reinforce management’s long-term emphasis on corporate performance, provide an incentive for key executives to remaindiscussed with the Company for the long term,
and provide a strong incentive for employees to work to increase shareholder value by aligning employees’ interests with those of the shareholders.reviewed
Equity awards may take the form of share options, share appreciation rights, restricted shares, or performance share units. Options and restricted shares are awarded on the day that they are granted by the Compensation
Committee.
While
the Compensation
Committee
takes
into account
management’s
input
on award
recommendations,
all final
determinations
are
in the
subjective
judgment
and valued as discretion
of the grant date. Options are issued with an exercise price equal
Compensation
Committee.
In determining
the
final
award
amounts,
the Compensation
Committee
reviews
each
recipient’s
demonstrated
past
and expected
future
individual
performance,
his/her
contribution
to the fair market value
financial
performance
of the Company’s stock on
Company
over
time,
the grant date. The Company determines fair market value by averaging the high and low market price on the grant date.
recipient’s
With respect to the equity award process, the CEO makes recommendations to the Compensation Committee for each eligible executive officer, and the proposed awards are discussed with and reviewed by the Compensation Committee. While the Compensation Committee takes into account management’s input on award recommendations, all final determinations are in the subjective judgment and discretion of the Compensation Committee. In determining the final award amounts, the Compensation Committee reviews each recipient’s demonstrated past and expected future individual performance as well as his/her contribution to the financial performance of the Company over time, the recipient’s level of
responsibility
within the
Company,
his/her ability
to affect
shareholder
value and
the value
of past
share
awards.
Finally,
the
Compensation
Committee
also
considers
the
value
of equity
awards
granted
to similarly
situated
executive
officers
by our
pay level
peer group
in order
to ensure
a competitively
attractive
overall
compensation
package.
Equity
grants
are made
at the
Compensation
Committee’s
February
meeting.
There
is no
plan or
practice
to grant
equity awards
in coordination
with the
release of
material non-public
information.
Additionally,
the Company’s
Ethics
Guidelines
and Insider
Trading
Policy
prohibit
our executive
officers,
directors
and other
employees
from
trading
in
options
in the
Company’s
shares.
Prohibited
options
include
options
awarded
under
the 2020
Stock
Incentive
Plan,
as
well
as any
expired
stock
incentive
plans,
“put”
options
and
“call”
options.
Further,
“[t]he
Company’s
anti-hedging
policy
prohibits
its officers,
directors
or other
employees
from engaging
in transactions
geared
toward
‘shorting’
the Company’s
stock
or trading
in straddles,
equity
swaps
or other
derivative
securities
that are
directly
linked
to
the Company’s
common
shares.”
The foregoing
anti-hedging
policy
is part
of the
Company’s
“Inside
Information
and Restrictions
on Trading”
section of
the Company’s
Ethics Guidelines, and Insider Trading Policy prohibit our executive officers, directors
which provides
a series
of restrictions
applicable
to all
transactions
in Company
stock
and other
classes
of securities
by directors,
officers
and employees from trading in options
of the
Company
(as
well
as to
others
living
in the Company’s shares. Prohibited options include options awarded under the 2010 Stock Incentive Plan,
same
household
as well such
people).
There
is no
category
of hedging
transaction
relevant
to the
Company’s
securities
that
is specifically
permitted
as to
any expired stock incentive plans, “put” options and “call” options. Further, “[t]he Company’s anti-hedging policy prohibits its officers,
directors
or other
employees from engaging in transactions geared toward ‘shorting’ the Company’s stock or trading in straddles, equity swaps or other derivative securities that are directly linked to the Company’s common shares.” The foregoing anti-hedging policy is part
of the Company’s “Inside Information and Restrictions on Trading” section of the Company’s Ethics Guidelines, which provides a series of restrictions applicable to all transactions in Company stock and other classes of securities by directors, officers and employees of the Company (as well as to others living in the same household as such people). There is no category of hedging transaction relevant to the Company’s securities that is specifically permitted as to any officers, directors or other employees of the
Company.
The Board
has adopted
stock
ownership
and
retention
guidelines
for all
senior
officers
with
the
title
of Executive
Vice
President
or above,
in order
to further
align
the
personal
interests
of these
executives
with those
of our
shareholders.
Time-Vested
Share
Awards
We believe
that
restricted
shares,
share
options
and performance
share
unit awards
encourage
employee
retention
and reward
consistent
long-term
shareholder
value creation, because suchcreation.
Such awards
vest over
a five year five-year
period at
the rate
of 20%
per year
for the
Named Executive
Officers
and are
generally
forfeited
if the
recipient
leaves the
Company
before vesting. Furthermore,
the expiration of
share options ten
years after they
are granted is
designed to encourage
recipients
to work
towards
maximizing
the
Company’s
growth
over
the
long-term
and
not simply
cater
to short-term
profits.

Performance
Share
Proxy Statement 53
Units
The Company'sCompensation
Committee
grants
annual
performance-based
equity
awards
to Named
Executive
Officers
in the
form
of Performance
Share
Units
(“PSU”)
that
can
only
be earned
upon
the
achievement
of certain
Company
financial
metrics
measured
over
three
one-year
performance
periods
based
on annual
goals
and one
three-year
performance
period
based
on goals
measured
over that
period.
At fiscal
year-end
2022, we
completed
the third
and final
year
of the
PSU performance
period
for our
2020
awards,
the second
year
of the
PSU performance
period
for our
2021
awards
and
the
first
year
of the
PSU
performance
period
for
our
2022
awards.
For
the
2020,
2021
and
2022
PSU,
the
performance
period
was
January
1,
2020
through
December
31,
2022,
January
1,
2021
through
December
31,
2023
and
January
1,
2022
through
December
31,
2024,
respectively.
Each PSU
gives the
participant
the right
to receive
up to
1.75 shares
upon settlement
at the
end of
the three-year
performance
period
based
upon satisfaction
of certain
financial
performance
targets.
For the
2020
PSU,
the shares
represented
by the
PSU
may
only
be earned
upon
the
satisfactory
achievement
of
two
financial
performance
metrics:
cumulative
Book Value
Per Share
(“BVPS”)
growth
measured
against
peers
over a
three-year
period
and Operating
Return on
Equity. For
the 2021
PSU, a
third performance
metric was
introduced: annual
BVPS growth
measured
against
targets
set by
the Compensation
Committee.
The Compensation
Committee
elected
to use
BVPS as
one of
the
financial
metrics
for the
PSU
because
this
metric
correlates
with
long-term
shareholder
value.
BVPS
is defined
as
the tangible
book value
of a share
as determined
under GAAP,
adjusted for
dividends paid
to shareholders
during the
performance period. For
purposes of calculating
the new third
metric for the
2021 PSU, annual
BVPS growth measured
against
targets
set
by the
Compensation
Committee,
BVPS
is calculated
in the
same
manner,
except
excluding
any
adjustment
for
dividends
paid
to
shareholders.
For
the
2022
PSU,
the
Compensation
Committee
elected
to use
Total
Shareholder
Return
for
the
relative
measure
for
performance
period
2022-2024
instead
of change
in BVPS
relative
to
peer groups.
The Company’s Compensation Philosophy and Objectives
Performance Share Units58
2023 Proxy
Statement
Operating Return
on Equity
(“Operating ROE”),
for purposes
of PSU
awards, is
defined as
operating income
divided by
average
adjusted
shareholders’
equity.
In setting
the
target
metric
for
the
2022
performance
year,
operating
income
equals net
income/(loss)
attributable
to the
Company,
excluding
after-tax net
realized
capital gains/(losses).
Average
adjusted
shareholders’
equity equals
the average
of beginning-of-period
and end-of-period
shareholders’
equity,
excluding
the after-tax
net unrealized
appreciation/(depreciation)
on investments
recorded
in accumulated
other
comprehensive
income.
The Compensation
Committee grants annual performance-based equity awards to Named Executive Officers in the form of Performance Share Units (“PSU”) that can only be earned upon the achievement of certain Company financial metrics measured over a three-year performance period. At fiscal year-end 2019, we completed the third and final year of the PSU performance period for our 2017 awards, the second year of the PSU performance period for our 2018 awards, and the first year of the PSU performance period for our 2019 awards. For the 2017, 2018 and 2019 PSU, the performance periods are January 1, 2017 through December 31, 2019, January 1, 2018 through December 31, 2020, and January 1, 2019 through December 31, 2021, respectively.
selected
Each PSU gives the participant the right to receive up to 1.75 shares upon settlement at the end of the three-year performance period based upon satisfaction of certain financial performance targets. The shares represented by the PSU may only be earned upon the satisfactory achievement of two financial performance metrics, each weighted 50%: cumulative Book Value Per Share (“BVPS”) growth and
Operating Return on Equity.
ROE as
The Compensation Committee elected to use BVPS as
one of
the financial
metrics
for
the PSU because this metric correlates with long-term shareholder value. Book Value Per Share is defined as the book value of a share as determined under GAAP, adjusted for dividends paid to shareholders during the performance period.
Operating Return on Equity (“Operating ROE”), for purposes of performance share unit awards, is defined as operating income divided by average adjusted shareholders’ equity. In setting the target metric for the 2019 performance year, operating income equals net income/(loss) attributable to the Company and excluding after-tax net realized capital gains/(losses). Average adjusted shareholders’ equity equals the average of beginning-of-period and end-of-period shareholders’ equity, excluding the after-tax net unrealized appreciation/(depreciation) on investments recorded in accumulated other comprehensive income. The Compensation Committee selected ROE as one of the financial metrics for the PSU because this metric correlates closely
with shareholder value over
both intermediate and
longer-term periods
and
is a
widely-used
financial
metric
in the
insurance
and
reinsurance
industry
for assessing
company
performance.
The tables below set forth the 2017, 2018 and 2019 PSU Target Awards for each NEO and performance measures:

tables
 NAMED EXECUTIVE OFFICERS
Target AwardDominic AddessoJohn DoucetteCraig HowieSanjoy MukherjeeJonathan Zaffino
2017 PSU6,4101,285930880855
2018 PSU6,1901,8259251,140995
2019 PSU8,9551,9801,0051,2901,255
below

2017 PSU TARGET MEASURES
    Award Multiplier
 WeightPerformance
Year		Target
ROE		0%25%100%175%
Operating ROE
50.0%      
  201710%<3%3%10%>=15%
  201811%<4%4%11%>=16%
  201912.2%<5.2%5.2%12.2%>=17.2%
    Award Multiplier
 WeightPerformance
Period		Target0.0%25%100%175%
3Yr Relative Change in BVPS to Peers
50.0%2017 - 2019Median<26th%tile26th%tileMedian>=75th%tile
set

forth
the
2020,
2021
and
2022
PSU
Target
Awards
for
each
NEO
and
performance
measures.
Named
Executive
Officers
Target
Award
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
2020
PSU
6,770
780
—
1,150
—
2021
PSU
8,260
1,355
2,045
1,610
1,435
2022
PSU
7,050
1,340
1,755
1,360
1,410
2020
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
60.0%
2020
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2021
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
Relative
Change
in
BVPS to Peers
40.0%
2020–2022
Median
<26th
54 Everest Re Group, Ltd.
%tile
26th %tile
Median
>=75th
%tile
2021
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
50.0%
2021
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Year
Target
Growth
0%
25%
100%
175%
Growth
in
BVPS
25.0%
2021
8%
<3.0%
3%
8%
>=13.0%
25.0%
2022
10.5%
<5.5%
5.5%
10.5%
>=15.5%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
Relative
Change
in
BVPS to Peers
25.0%
2021–2023
Median
<26%tile
26%tile
Median
>=75%tile
The Company'sCompany’s Compensation Philosophy and Objectives

2023 Proxy
2018 PSU TARGET MEASURES
    Award Multiplier
 WeightPerformance
Year		Target
ROE		0%25%100%175%
Operating ROE
50.0%      
  201811%<4%4%11%>=16%
  201912.2%<5.2%5.2%12.2%>=17.2%
    Award Multiplier
 WeightPerformance
Period		Target0.0%25%100%175%
3Yr Relative Change in BVPS to Peers
50.0%2018 - 2020Median<26th%tile26th%tileMedian>=75th%tile
Statement

2019 PSU TARGET MEASURES
    Award Multiplier
 WeightPerformance
Year		Target
ROE		0%25%100%175%
Operating ROE
50.0%      
  201912.2<5.2%5.2%12.2%>=17.2%
    Award Multiplier
 WeightPerformance
Period		Target0.0%25%100%175%
3Yr Relative Change in BVPS to Peers
50.0%2019 - 2021Median<26th %tile26th %tileMedian>=75th %tile
        
59
2022
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
50.0%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Year
Target
Growth
0%
25%
100%
175%
TSR
25.0%
2022
13%
<8%
8%
13%
>=18%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
TSR
Compared
to
Peers
25.0%
2022-
2024
Median
<26%tile
26%tile
Median
>=75%tile
As displayed
above, the
portions of
the 2017, 20182020,
2021 and 2019
2022 PSU
grants that
are subject
to the
Operating ROE
financial
metric (50% of
(60% for
the total target award)2020
PSU and
50% for
the 2021
and 2022
PSU) are
eligible
to be
earned annually
in
one-third
tranches
over
the three-year
performance
period
based
upon
target
Operating
ROE
figures
determined
by
the
Committee
annually.
In setting
the 2022
Operating
ROE figures determined by target,
the Committee annually. In setting
considered
the 2019 ROE target, the Committee considered the
Company’s 2019
2022
operating business plan
reflecting management’s view
of market
conditions, modeled expected
results, business mix
and
product
diversification
and product diversification.the
continued
global
economic
uncertainty
relating
to the
Pandemic.
The
Committee
further
noted
that
the 12.4%
target
Operating
ROE for
2022
represented
an increase
over
the
prior
year’s
result
of 12.2%.
In recent
years,
the
Compensation
Committee
has
generally
set
higher
Operating
ROE
targets
compared to the
previous year’s actual Operating
ROE results
10
in order to
continue to set
a high level
of achievement
for
executive
management,
as demonstrated
in the
following
table:
Year
Target
ROE (%)
Actual ROE
(%)
2017
10
4.6
2018
11
2.3
2019
12.2
10.3
2020
11.1
8.4
2021
11.1
12.2
2022
12.4
10.6
For
the 2019 2022
annual
performance
period,
the Committee
set
a target
Operating
ROE
of 12.2% 12.4%
with
one-third
of the
applicable Named Executive Officers’ 2017, 20182020, 2021 and 2019
2022 PSU eligible to be
earned as measured by the
Company’s
full
year
performance
from
January
1, 2022
through
December
31,
2022.
Earn-outs
between
the
performance
levels
are
determined
by straight-line
interpolation.
The
tables
below
set
forth
the
amount
of 2020,
2021
and
2022
PSU
eligible
to be
earned
to date
by each
applicable
NEO
based
upon
Operating
ROE.
The
earn-out
reflects
the
percentage
of the
total
target
award
that
can
be earned
in
any
one performance
period
which
is one
third
of 50%
(i.e.,
16.7%)
of the
NEO’s
total
PSU
target
award
for the
2021
and
2022
PSU
and
one third
of 60%
(i.e.,
20%)
for the
2020
PSU.
The
number
of shares
actually
earned
is calculated
by applying
the target
award
multiplier
based
upon the
Company’s
full year performance from January 1, 2019 through December 31, 2019. Earn-outs between the performance levels are determined by straight-line interpolation.
performance:

Proxy Statement 5510
For the
2020 period
only with
respect
to the 2020
PSU award
calculations,
the Actual
Operating
ROE of 8.4%
stated
herein
was determined
after
adjusting to exclude COVID-19 related losses, as further detailed
in Everest’s April 9, 2021 proxy
statement. No further COVID-19 related adjustments
to
Actual
Operating
ROE were
made for
the 2021
and 2022
years.
The Company'sCompany’s Compensation Philosophy and Objectives
The tables below set forth the amount of 2017, 2018 and 201960
2023 Proxy
Statement
2020 PSU eligible to be earned to date by each applicable NEO based upon ROE. The earn-out reflects the percentage of the total target award that can be earned in any one performance period which, as noted above, is one third of 50% (i.e. 16.7%) of the NEO’s total PSU target award. The amount of shares actually earned is calculated by applying the target award multiplier based upon the Company’s full year performance:
ROE Grant
2017 PSU Grant
OPERATING ROEDominic
Addesso		John
Doucette		Craig
Howie		Sanjoy
Mukherjee		Jonathan
Zaffino
Target AwardTarget AwardTarget AwardTarget AwardTarget Award
     6,4101,285930880855
 Target
Actual5
Earn
Out %		Target
Multiplier		Earned PSUEarned PSUEarned PSUEarned PSUEarned PSU
2017 Period
10%4.6%16.7%42.1%45291666261
2018 Period
11%2.3%16.7%0%00000
2019 Period
12.2%10.3%16.7%79.6%851171124117114

OPERATING ROE
2018 Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
6,770
780
N/A
1,150
N/A
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2020 Period
11.1%
8.4%
20%
71.1%
963
111
—
164
—
2021 Period
11.1%
12.2%
20%
116.5%
1,578
182
—
268
—
2022 Period
12.4%
10.6%
20%
80.7%
1,093
126
—
186
—
2021 PSU
ROE Grant
OPERATING ROEDominic
Addesso		John
Doucette		Craig
Howie		Sanjoy
Mukherjee		Jonathan
Zaffino
Target AwardTarget AwardTarget AwardTarget AwardTarget Award
     6,1901,8259251,140995
 TargetActualEarn
Out %		Target
Multiplier		Earned PSUEarned PSUEarned PSUEarned PSUEarned PSU
2018 Period
11%2.3%16.7%0%00000
2019 Period
12.2%10.3%16.7%79.6%823243123152133
          
2019 OPERATING ROE
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
8,260
1,355
2,045
1,610
1,435
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2021 Period
11.1%
12.2%
16.7%
116.5%
1,604
264
398
313
279
2022 Period
12.4%
10.6%
16.7%
80.7%
1,111
183
275
217
193
2022 PSU
ROE Grant
OPERATING ROEDominic
Addesso		John
Doucette		Craig
Howie		Sanjoy
Mukherjee		Jonathan
Zaffino
Target AwardTarget AwardTarget AwardTarget AwardTarget Award
     8,9551,9801,0051,2901,255
 TargetActualEarn
Out %		Target
Multiplier		Earned PSUEarned PSUEarned PSUEarned PSUEarned PSU
2019 Period
12.2%10.3%16.7%79.6%1,190264134172167
          
OPERATING ROE
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2022 Period
12.4%
10.6%
16.7%
80.7%
949
181
236
183
190
All earned shares resulting from achievement of the
metrics herein are delivered to the participant upon the
Committee’s confirmation
of the final
earned amounts
at the end
of each of
the 2017, 20182020,
2021 and 2019
2022 PSU
respective
three-year performance periods.


5Starting 2021
PSU
BVPS
Growth
Against
Target
Grant
For the
2022 PSU,
the Compensation
Committee
used growth
in first quarter 2018, BVPS measured
against targets
selected by
the Company adjusted operating income calculations to exclude foreign gains and losses. Had this foreign exchange adjustment also been reflected for purposes of PSU calculations
Compensation
Committee
as a
metric.
The
growth
in 2017 BVPS
award
metrics
determined
by the
Committee
in this table, then the actual ROE would have been increased from 4.6% to 5.1% February
2023 are as follows:
2021
Growth
in 2017.BVPS
Award

Juan

Andrade
Mike
56 Everest Re Group, Ltd.Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
8,260
1,355
2,045
1,610
1,435
Target
Actual
Earn
Out %
Award
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2021 Period
8%
12%
8.3%
160%
1,102
181
273
215
192
2022 Period
10.5%
2.8%
8.3%
0%
0
0
0
0
0
The Company'sCompany’s Compensation Philosophy and Objectives
The 2023 Proxy
Statement
61
2020-22
PSU subject to the BVPS growth metric and
Growth
Against
Peers
Grant
The
PSU
eligible
to be
earned
based
upon
the
relative
BVPS
growth
against
peers
are
benchmarked
against
a selected
peer group, as measured cumulatively
from January 1, 20172020 through December
31, 20192022 for the 2017 PSU, January 1, 2018 through December 31, 2020 for the 2018 PSU and January
1, 2019 2021
through
December
31,
2023
for
the
2021
PSU.
For
the
2022
PSU
awards,
the
Committee
determined
that
the
following
companies
shall
serve
as
the
peer
group
for
purposes
of
determining
the
BVPS
growth
achievement:
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Companies
that
are
no longer
listed
on a
public
exchange
(e.g.,
due
to
acquisition
or merger)
during
the
measurement
periods
are
omitted
from
the
cumulative
relative
BVPS
growth
benchmarking
from
inception
of
the
measurement
periods.
Earn-outs between target
levels for PSU
subject to the
BVPS growth metric
are also determined
by straight-line
interpolation
and will
be certified
by the
Committee
for eligibility
at the
end of
the 2020
and 2021
PSU three-year
performance
periods
(on
or before
March
15,
2022
and
March
15,
2023,
respectively
to the
2020
and
2021
PSU).
For
the
2020
PSU,
the
BVPS
growth
metrics
determined
by
the
Committee
in February
2023
are
as
follows:
2020
PSU Growth
in BVPS
against Peers
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
6,770
780
N/A
1,150
N/A
Weight
Award
Multiplier
Earned PSU
Earned PSU
Earned PSU
Earned PSU
Earned PSU
2020-2022
Period
40.0%
118%
3,196
369
—
543
—
As a
result, the
total 2020
PSU earned,
taking into
account satisfactory
achievement of
the two
financial performance
metrics is as follows:
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
2020
PSU
Target
Award
6,770
780
1,150
—
Total
2020
Operating
ROE PSU
Earned
3,634
419
618
—
Total
2020
BVPS
PSU
Earned
3,196
369
543
—
Total
PSU
Earned
6,830
788
N/A
1,161
N/A
PSU shares
not earned
because
of failure
to achieve
the set
metrics
are forfeited.
All earned
shares
resulting
from
achievement
of the
metrics
are
delivered
to the
participant
upon
confirmation
by the
Committee
of the
final
earned
amounts at
the end
of the
PSU three-year
performance period.
2022
PSU
TSR
Against
Target
Grant
For
the 2022
PSU,
as noted
above,
the Compensation
Committee
decided
to change
the metric
Relative
Change
in
Tangible BVPS to
Total Shareholder
Return on a
go-forward basis. The
growth in
TSR award
metrics determined
by the
Committee
in February
2023 are
as follows:
2022
TSR
Award
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Target
Actual
Earn
Out %
Award
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2022 Period
13%
5.4%
8.3%
0%
0
0
0
0
0
The Company’s Compensation Philosophy and Objectives
62
2023 Proxy
Statement
2022-24
PSU
TSR
Against
Peers
Grant
The
PSU
eligible
to be
earned
based
upon
the
relative
TSR
growth
against
peers
are
benchmarked
against
a selected
peer group,
as measured
cumulatively
from January
1, 2022
through December
31, 2021 2024
for the 2019 2022
PSU. For
the 2018 2022
PSU awards,
the Committee
determined
that the
following
companies
shall serve
as the
peer group
for
purposes of
determining the BVPS
TSR growth
achievement:
Alleghany CorporationAmerican Financial Group, Inc.Arch Capital Group, Ltd.
AXIS Capital Holdings, LimitedCincinnati Financial Corp.Chubb Limited
CNA Financial Corp.Markel Corp.National General Holdings Corp.
Old Republic International Corp.The Hanover Insurance Group, Inc.The Hartford Financial Services Group, Inc.
Renaissance ReW. R. Berkley Corp.
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Companies that are no
longer listed on a public
exchange (e.g., due to acquisition
or merger) during the
measurement
periods
are omitted
from the
cumulative
relative BVPS
TSR growth
benchmarking
from inception
of the measurement
periods.
Earn-outs between target levels for PSU subject to the BVPSTSR growth metric are
also determined by straight-line
interpolation and will be certified by the
Committee for eligibility at the end of the 2017, 20182022,
2023 and 20192024 PSU
three-year
performance
periods (on
(on or
before March
15, 2021, 2023
and March
15, 2022, 2024,
respectively,
with respect
to
the 2018 and 20192022 PSU).
For
the 2017
2022
PSU,
the BVPS
TSR
growth
metrics
determined
by
the
Committee in February 2020
are
as
follows:
2017 PSU (BVPS)Dominic
Addesso		John
Doucette		Craig
Howie		Sanjoy
Mukherjee		Jonathan
Zaffino
Target AwardTarget AwardTarget AwardTarget AwardTarget Award
     6,4101,285930880855
  Weight Award
Multiplier		Earned PSUEarned PSUEarned PSUEarned PSUEarned PSU
2017-2019 Period
 50.0% 78.1%2,504502364344334
          
As a result, the total 2017 2022
PSU earned, taking into account satisfactory achievement of the two financial performance metrics, each weighted 50%, is as follows:
 Dominic
Addesso		John
Doucette		Craig
Howie		Sanjoy
Mukherjee		Jonathan
Zaffino
2017 PSU Target Award
6,4101,285930880855
Total 2017 Operating ROE PSU Earned
1,303262190179175
Total 2017 BVPS PSU Earned
2,504502364344334
Total PSU Earned3,807764554523509
      
TSR
Against
Peers
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Weight
Award
Multiplier
Earned
PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from achievement of the metrics are delivered to the participant upon confirmation by the Committee of the final earned amounts at the end of the
Earned PSU three-year performance period.
Proxy Statement 57Earned
PSU
The Company's Compensation Philosophy and ObjectivesEarned PSU
Earned
PSU
2022-2024
Period
25.0%
TBD
TBD
TBD
TBD
TBD
TBD
Named
Executive
Officer
Compensation
The
final
amounts
and
factors
considered
by the
Compensation
Committee
in making
its
decisions
with
regard
to the 2019
2022 performance
year for each
Named Executive
Officer are
described more
fully below. Although
the Compensation
Committee
establishes
certain
Company
performance
metrics,
targets
and ceilings
on cash
bonuses
for each
Named
Executive
Officer,
the Compensation
Committee
feels that
an effective
compensation
program
must
be linked
to
the
Company’s
performance
and value
generated
for shareholders
over
the long term. long-term.
In this
regard, performance-measuring
performance-
measuring
metrics
are
limited
to those
measurements
that
are
deemed
especially
important
to creating
shareholder
value,
while
retaining
the
flexibility
to also
make
awards
based
on
subjective
criteria.
The Compensation Committee’s philosophy is
to encourage management to
act in the
best interests of
the Company
and
our
shareholders
even
when
such
actions
may
temporarily
reduce
short-term
profitability,
for
example:
• investments
in
our
investments business
in
the
form
of
human
capital
and
intellectual
resources;
•
reserving
methodologies
and reserve
positions;
• diversification
of
risk
within
our business
insurance
and
reinsurance
portfolios;
•
capital
management
strategies;
• long-term
strategic
growth
initiatives;
and
•
creativity
in the form of human capital and intellectual resources;
development
reserving methodologies and reserve positions;
diversification of risk within our insurance and reinsurance portfolios;
capital management strategies;
long-term strategic growth initiatives; and
creativity in the development of new
products.
Furthermore,
the Committee
recognizes
that
the (re)insurance
industry
is cyclical
and often
volatile
and susceptible
to uncontrollable
exogenous
factors
beyond
human
control.
Consequently,
although
the Compensation
Committee
places greater weight on financial performance factors and targets when evaluating an individual executive’s
performance, it
also identifies
certain non-financial individual
goals tailored
to an
individual’s role
and responsibilities
when
assessing
the overall
performance
of Named
Executive
Officers.
Company Financial Performance Assessment
The Compensation Committee assesses the financial performance of the Company in the context of the business environment in which it operates, the performance of competitors with reasonably comparable operations and against management’s operating business plan for the period under review. The Compensation Committee also considers management’s decisions and strategies deployed in positioning the Company for future growth and profitability. Our compensation program is designed to reward executive officers for developing and achieving a business strategy that emphasizes creation of longer-term shareholder value.
The Compensation Committee attaches significant importance to our executives’ ability to generate shareholder value over time by achieving an attractive increase in dividend-adjusted book value per common share and in the achievement of returns that provide an attractive compound growth rate in shareholder return. Through fiscal year 2019, the Company has generated compound annual growth rate of 12% per year since going public in 1995, and achieved total return over the S&P 500 of 1,042 points.

58 Everest Re Group, Ltd.
re-20221231p67i0
The Company'sCompany’s Compensation Philosophy and Objectives

2023 Proxy
Statement
63
Company
Financial
Performance
Assessment
The Compensation
Committee
assesses
the financial
performance
of the
Company
in the
context
of the
business
environment in
which it
operates, the
performance of
competitors with
reasonably comparable
operations and
against
management’s
operating
business
plan
for
the period
under
review.
The
Compensation
Committee
also
considers
management’s
decisions and
strategies
deployed in
positioning
the Company
for future
growth and
profitability.
Our
compensation
program
is designed
to reward
executive
officers
for developing
and achieving
a business
strategy
that
emphasizes
creation
of longer-term
shareholder
value.
The Compensation
Committee
attaches
significant
importance
to our executives’
ability
to generate
shareholder
value
over time
by achieving
an attractive
increase
in dividend-adjusted
book value
per common
share
and in
the
achievement
of returns
that
provide
an attractive
compound
growth
rate
in shareholder
return.
Through
fiscal
year
2022,
the Company
has generated
compound
annual
growth
rate of
10% per
year since
going
public
in 1995
and
achieved
total
return
over the
S&P 500
of 1,380
points.
This attractive
long-term performance
has been
achieved during
a period
of significant
natural catastrophe
activity, a
protracted
period
of very
low interest
rates
as well
as
repeated
periods
of soft
market
conditions.
Financial
Performance
Measures
Linking
CEO and
NEO Compensation
to Company
Performance
in 2022
When analyzing
the performance
and considering
the overall
compensation
of our Named
Executive
Officers,
the
Compensation
Committee
reviews
the Company’s
operational,
strategic
and financial
performance
over
the short-
and long-term periods.
As noted above,
in linking executive pay
to Company performance, the
Compensation
Committee
selected
the
key
Company
financial
performance
metrics
of
Operating
ROE
and
Total
Shareholder
Return
in the
incentive cash
bonus and
performance share
awards pursuant
to the
Executive Incentive
Plan and
Performance
Share
Units,
respectively.
In addition
to these
key financial
performance
indicators,
the Compensation
Committee
also identified
additional
financial
metrics
as most
important
in linking
executive
pay to
Company
performance.
These additional
financial indicators
are not
necessarily tied
to any
one specific
short-term financial
target, but
rather
serve
to incentivize
management
to focus
on long-term
value
creation.
For 2022,
the Compensation
Committee
identified
Attritional
Combined
Ratio,
Operating
Expense
Ratio,
Average
Rating
Agency
Financial
Strength
Rating
and Gross
Written
Premium
Growth
Rate as
the most
important
financial
measures linking
PEO and
NEO compensation
to Company
performance. The
importance of
these financial
performance indicators to our shareholders
is reflected in their incorporation as the
baseline targets for the Company’s
May
2021
Investor
Day
presentation
and
three-
year
strategic
plan.
Management’s
ability
to meet
these
Investor
Day
performance
targets
were
factored
into the
determination
of the
overall
short-term
incentive-based
compensation
awarded to the CEO and NEOs.
In 2022,
despite another consecutive
year of
significant global catastrophe
activity, Everest delivered
strong results in
line
with our
strategic plan
and continuing focus
on prudent
risk management,
disciplined underwriting and
profitable growth.
The Compensation
Committee took
subjective
note of
executive
management’s
role in
shaping 2022
results
against
challenging market
dynamics
re-20221231p68i0
The Company’s Compensation Philosophy and Objectives
64
2023 Proxy
Statement
Investor
Day
Financial
Targets
At Everest’s
inaugural
May 2021
Investor
Day,
Everest
set ambitious
financial
targets
for its
three-year
(2021–2023)
strategic
plan,
including
the metrics
below.
In determining
executive
compensation
for 2022,
the Compensation
Committee
took
note
of executive
management’s
significant
progress
toward
the
Investor
Day
targets.
Key Financial
Target
2022
Results
and
Progress
Toward
Financial
Targets
2023
Total
Shareholder
Return
(“TSR”)
greater
than
13%,
with
near-term
results
of approximately
11%
Everest achieved TSR of 5.4% for 2022 despite significant
global catastrophe activity and challenging macroeconomic
conditions of inflation and public equities market volatility.
10 to 15% gross written premium Compound
Annual Growth Rate (“CAGR”) from 2021 through
2023, with the Reinsurance Division contributing
8 to 12% CAGR for that time-period and the
Insurance Division contributing 18 to 22% CAGR
In 2022,
Everest
achieved
6.9%
overall
gross
written
premium
year
over
year
growth
from
2021.
The
Reinsurance
Division
achieved
2.7%
growth
in 2022,
while
the
Insurance
Division
achieved
16.4%
growth.
Low 90’s combined ratio by 2023
In 2022,
Everest
achieved
a protracted period combined
ratio
of very low interest rates as well as repeated periods 96%
and
an
attritional
combined
ratio
of soft market conditions. Our compensation practices over that time period correlate to that performance.87.4%.
The
Reinsurance
Division
delivered
a 96.4%
combined
ratio
and
an attritional
combined
ratio
of 86.2%.
The
Insurance
Division
delivered
a 94.8%
combined
ratio
and
an attritional
combined
ratio
of 90.4%.
Individual
Performance
Assessment
Factors
In evaluating
individual
performance,
the Compensation
Committee
subjectively
considers
the following
qualitative
individual factors:
• executive
officer’s
individual
executive officer’s performance against
in
his/her
area
of
responsibility;
• individual
effort
in
achieving
company
goals;
• effectiveness
in
fostering
and
working
within
a
team-oriented
approach;
• creativity,
demonstrated
leadership
traits
and
future
potential;
•
level
of experience;
and
• total
compensation
relative
to
the
executive’s
internal
peers.
No single
individual
performance
factor
is given
materially
more
weight
than another,
although
all are
considered
in the
context
of an
executive’s
overall
performance.
Rather,
these
factors
are
representative
of the
qualities
that
we
believe make
an effective executive.
individual effort in achieving company goals;
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
effectiveness in fostering and working within a team-oriented approach;
creativity, demonstrated leadership traits and future potential;
level of experience;
areas of responsibility; and
total compensation relative to the executive’s internal peers.
No single individual performance factor is given materially more weight than another, although all are considered in the context of an executive’s overall performance. Rather, these factors are representative of the qualities that we believe make an effective executive.65
Summary
of Direct
Compensation
Awarded
in 20192022
The cash and equity compensation
components for each Named
Executive Officer relating to fiscal year 2019
2022
performance are highlighted in the
table below. This table is
provided to better assist shareholders in
understanding
the
Compensation Committee’s specific decisions on individual performance based
performance-based compensation relating to the 2019
2022 fiscal year, exclusive
of any benefits or pension or
retirement
related deferred compensation
that is not
performance related.
This table
differs from
the SEC
disclosure
rules reflected
in the “Summary
“Summary
Compensation
Table”
primarily
by disclosing
equity
awards
granted
at the
Board’s
February 2020
2023 meeting.
NameTitle/Business Unit Annual
Base
Salary		  Incentive
Cash
Bonus		  Time-Vested
Equity
Award		  Performance-
Based
Equity Award		  Total Direct Compensation 
Dominic J. Addesso
President and CEO
 
$
1,250,000
  
$
2,000,000
  
$
0
  
$
0
  
$
3,250,000
 
John P. Doucette
Executive Vice President and President and CEO of the Reinsurance Division
  
875,000
   
920,000
   
787,500
   
525,000
   
3,107,500
 
Craig Howie
Executive Vice President and Chief Financial Officer
  
560,000
   
500,000
   
457,200
   
228,240
   
1,745,440
 
Sanjoy Mukherjee
Executive Vice President and General Counsel, Secretary and Managing Director and CEO of Bermuda Re
  
600,000
   
625,000
   
477,400
   
318,200
   
2,020,600
 
Jonathan Zaffino
Executive Vice President and President and CEO of the Everest Insurance® Division
  
800,000
   
1,082,000
   
800,000
   
400,000
   
3,082,000
 

Name
Proxy Statement 59Title/Business
Unit
The Company's Compensation Philosophy and ObjectivesAnnual
Base
Salary
Incentive
Cash
Bonus
Time-
Vested
Equity
Award
Performance-
Based
Equity
Award
Total
Direct
Compensation
Juan C.
Andrade
President
and
CEO
$
1,250,000
$
2,900,000
$
2,375,000
$
2,375,000
$
8,900,000
Mike
Karmilowicz
Executive Vice
President
and
CEO
of
Everest Insurance
®
$
775,000
$
1,070,750
$
875,400
$
399,600
$
3,120,750
Mark
Kociancic
Executive Vice
President
and
Chief
Financial Officer
$
875,000
$
1,273,900
$
1,180,500
$
509,500
$
3,838,900
Sanjoy
Mukherjee
Executive Vice
President
and
General
Counsel, Secretary
$
650,000
$
900,000
$
585,000
$
390,000
$
2,525,000
Jim Williamson
Executive Vice
President, Chief
Operating
Officer
and
Head of
Reinsurance
$
800,000
$
1,167,000
$
940,400
$
419,600
$
3,327,600
Incentive
Cash
Bonus
All
NEOs
were
selected
by
the
Compensation
Committee
at its
February 2019
2022
meeting
to participate
in the
Executive
Incentive
Plan for
fiscal
year 2019. 2022.
Under
the Executive
Incentive
Plan,
total
bonus
determination
for a participant
is arrived
at by application
of two independent components based upon a 70% and 30% weighting, respectively:
components:
(1) Company
financial
performance
criteria and
(2)
individual
performance
criteria.
These components
are further
weighted
60% financial
criteria
and 40%
individual
performance criteria.
For 2022,
the Compensation
Committee
adopted
the 2022
operating
plan
ROE as
the target
financial
performance
metric. Although several shareholders indicated a
preference for multiple financial metrics
to measure performance, criteria,
the
Compensation
Committee
believes
that
for
(re)insurance
companies
such
as
Everest
whose
ultimate
success
in
value
creation and (2) individualsustainability derive from disciplined underwriting, prudent risk management and
careful exposure analysis
in maximizing
capital efficiency,
Operating ROE
is the
key performance criteria. For 2019, the Compensation Committee adopted the 2019 operating plan ROE as the target financial performance metric. We believe
indicator that ROE, even
ties each
of these
value
components
together. Even as a single measurement metric, Operating ROE provides a holistic measurement of operating
performance
because
Operating
ROE encompasses
the results
of key individual
performance
indicators
including
growth
strategy,
revenue,
loss
ratio,
expense
management
and
combined
ratio.
Further,
it removes
any
short-term
incentive
for management
to maximize
any
one
particular
metric
in a
given
year.
In setting
the Operating
ROE financial
performance criteria
for the
non-equity incentive
compensation, the
Compensation
Committee
determined
that the
targets
were
fair
yet demanding
in consideration
of:
• the
2022
operating
plan,
•
the 2019
average
operating
return
on
equity
achieved
over
several
market
cycles,
•
the
average
operating
return
on equity
among
the
Company
peer
group,
and
• the
fact
that
the
Company
operates
in
an
increasingly
competitive
and
challenging
market
cycle.
In
measuring
the
NEOs’
performance
against
the
target
operating
plan
ROE, the
Compensation
Committee
calculates
the average operating return on equity achieved over several market cycles,
an
the average operating return on equity among the Company peer group, and
the fact that the Company operates in an increasingly competitive and challenging market cycle, highlighted by non-traditional capital providers and a historically low interest rate environment.
In measuring the NEOs’ performance against the target operating plan ROE, the Compensation Committee calculates an Adjusted Operating ROE. For purposes of this calculation, the Committee employs a formulaic approachadjustment to
actual
GAAP Operating
ROE to
more accurately
reflect
a normalized
catastrophe
risk management
measure
over
time and
evaluate the management’s
executive team’s
risk mitigation
strategies.
The formula
adjusts actual operating
Operating ROE
by
limiting
catastrophe
activity
to 50% 40%
of anticipated
catastrophe
losses
in the
annual
operating
plan
and 50%
60%
of actual
The Company’s Compensation Philosophy and Objectives
66
2023 Proxy
Statement
catastrophe
losses
for the
current
fiscal
year.
Our annual
operating
plan assumes
a “normalized”
level of
natural
catastrophe
losses
as derived
from
a 10,000 year 10,000-year
simulation
of potential
modeled
events,
updated
to quantify
the
growing
impact
of human
contribution
to climate
risk
and the
increased
exposure
factors
associated
with
expected
increased loss
severity
and frequency
from extreme
climate events.
Such a “normalized”
“normalized” catastrophe
loss level
translates
to a
net
after-tax operating
Operating
ROE
that
can
range
widely
from
low single
digit
to mid-teens
return
for a
given
year based on such competitive market
factors such as interest
rate changes, business mix, market
capacity and the impact
of
alternative
capital.
Utilizing
an adjusted
catastrophe
loss load
in any one year
will reflect,
over the long
term, the
performance
of the
portfolio
relative
to expected
and does
not overly
benefit
compensation
during benign
years
of catastrophe
activity
nor
unduly
penalize
during
extreme
years.
This
method
contemplates
the
fact
that
due
to the
nature
of
catastrophe
events
any
one
year
has
inherent
volatility
and
that
the
catastrophe
load
used
in
setting
targets
is
an average
annualized
amount
expected
over
the
long
term.
Consequently,
over
time
the
long-term
performance
of
the portfolio
relative
to expected
will
be reflected
in the
calculation
of incentive
compensation.
Mr.
Andrade’s
Annual
Cash
Incentive
Goals
and
Compensation
Mr.
Andrade
served
as the
Company’s
President
and
CEO
in 2022,
with
a base
salary
of $1.25
million.
For
the
2022
fiscal
year,
the Compensation
Committee
established
the following
separate
financial
and individual
performance-
based
criteria
for purposes
of establishing
the bonus
award
amount
for Mr.
Andrade
under
the Executive
Incentive
Plan.
Financial
Performance
Goal
Performance
Level
Financial
Performance
Measure
(ROE)
Potential
Maximum
Bonus
Maximum
>=17.4%
$3.5
million
Target
12.4%
220%
of Base
Salary
Threshold
5.4%
50% of
Base Salary
Below Threshold
<5.4%
Zero
As described
above under
the section
entitled
“Executive
Performance
Annual Incentive
Plan”,
the Compensation
Committee considers 60%
of Mr. Andrade’s potential
maximum bonus to
be independently determined based
on the
above tiered
Company Operating
ROE results.
After comparing
the Company’s
2022 fiscal
year results
to
the performance
measures
established
for Mr.
Andrade,
the Compensation
Committee
concluded
that based
on
the Adjusted
Operating
ROE of
11.9%,
Mr.
Andrade’s
maximum
potential
cash bonus
as compared
to target,
was
$1,558,929.
Performance
Measure
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Percentage of
Base Salary
Maximum
Bonus
Resulting
Maximum
Bonus
Potential
Operating
ROE
12.4%
11.9%
60%
$1,558,929
The Compensation
Committee
separately
considered
the 40%
portion
of the portfolio relative maximum
bonus
eligible
to expected be
earned
based upon
successful
achievement
of individual
goals.
Individual
Performance
Measure
Maximum
Bonus
Potential
40%
of 280%
Base Salary
Bonus
Maximum
$1,400,000
Mr.
Andrade’s
total
resulting
maximum
potential
cash bonus
in consideration
of both
the financial
and does not overly benefit compensation during benign years of catastrophe activity nor unduly penalize during extreme years. This method contemplates the fact that due to the nature of catastrophe events any one year has inherent volatility and that the catastrophe load used in setting targets is an average annualized amount expected over the long term. Consequently, over time the long term individual
performance of the portfolio relative to expected will be reflected in the calculation of incentive compensation.measures
was as
follows.
Performance
Measure
2022
Plan Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus Potential
Operating
ROE
12.4%
11.9%
$1,558,929
Individual
Performance
$1,400,000
60 Everest Re Group, Ltd.Total
Potential
Cash
Bonus
$2,958,929
The Company'sCompany’s Compensation Philosophy and Objectives
Mr. Addesso’s Annual Cash Incentive Goals and Compensation2023 Proxy
Statement
Mr. Addesso served as the Company’s President and CEO in 2019, with a base salary of $1.25 million. For the 2019 fiscal year, the Compensation Committee established the following separate financial and individual performance-based criteria for purposes of establishing the bonus award amount for Mr. Addesso under the Executive Incentive Plan.
Financial Performance Goal67
Performance LevelFinancial Performance Measure (ROE)Potential Maximum Bonus
Maximum>=17.2%$3.5 million
Target12.2%
125% of Base Salary
Threshold5.2%
50% of Base Salary
Below Threshold<5.2%Zero
As described above under the section entitled “Executive Performance Annual Incentive Plan”, the Compensation Committee considers 70% of Mr. Addesso’s potential maximum bonus to be independently determined based on the above tiered Company ROE results above and below a set target. After comparing the Company’s 2019 fiscal year results to the performance measures established for Mr. Addesso, the Compensation Committee concluded that based on the Adjusted ROE of 10.7%, Mr. Addesso’s maximum potential cash bonus as compared to target, was $953,125.
Performance Measure 2019
Plan ROE
(Target)		  2019
Adjusted ROE		  Percentage of
Base Salary
Maximum Bonus		  Resulting
Maximum Bonus
Potential		 
Operating ROE  12.2%  10.7%  70% $953,125 
                 
The Compensation Committee separately considered the 30% portion of the maximum bonus eligible to be earned based upon successful achievement of individual non-financial goals.
Non-Financial Performance Measure Maximum Bonus Potential 
30% of 350% Base Salary Bonus Maximum $1,312,500 
     
Mr. Addesso’s total resulting maximum potential cash bonus in consideration of both the financial and non-financial performance measures was as follows.
Performance Measure 2019 Plan ROE
(Target)		  2019 Adjusted ROE  Resulting Maximum
Bonus Potential		 
Operating ROE  12.2%  10.7% $953,125 
Non-Financial         $1,312,500 
Total Potential Cash Bonus         $2,265,625 
             
In determining
the final
bonus
and
equity
award,
the Compensation
Committee
took
note
of the
Company’s
strong
risk management and portfolio optimization strategy
under Mr. Addesso’sAndrade’s guidance in
conjunction with his execution
of
responsibilities as CEO. The Committee givesgave particular consideration to Mr. Addesso’s strategicAndrade’s initiatives to enhance diversity
operational
efficiency
and technology
transformation
throughout
the Company and its worldwide affiliates.
Proxy Statement 61
The Company's Compensation Philosophy and ObjectivesCompany.
In awarding
Mr. Addesso
Andrade
a cash
bonus
of $2,000,000, $2,900,000,
restricted
share
awards
valued
at $2,375,000
and
PSU
award
target
valued at
$2,375,000,
the Compensation
Committee
recognized
Mr. Addesso’s Andrade’s
exceptional
leadership and guidance
in
overseeing execution of the Company’s
long-term core strategic strategy,
managing the Company’s potential
maximum loss
exposure and
protecting our
capital base
by employing
intelligent capital
protection measures
against
unplanned
and outsized
natural
perils, and while
deploying
a strategic
vision emphasizing
diversification
of our
business
portfolio.
The
Committee
further
noted
Mr. Addesso’s Andrade’s
leadership
in maintaining
an industry
leading
expense
ratio
while significantly investing in
continuing
to invest
and expanding help
expand
the
Company’s
global
insurance operations.
operations,
including
establishing
new
markets
in
2022
such
as
Singapore
and
Chile. Such
strategies
contributed
to
the
Company’s
positive
financial
results
in
a year of historic natural catastrophe losses incurred
dominated
by the industry.significant
Accomplishments
Demonstrated leadership as CEO including active oversight of the Company’s day-to-day operations across all business segments
Oversaw transition period of new CEO
Oversaw continued expansion of the Company’s insurance operations executive team and diversification of business lines and growth
Successfully managed the Company’s natural peril catastrophe exposure within the Board’s Risk Appetite Statement
Oversaw overall strategy to diversify risk portfolio and incorporate new products
Oversaw development and implementation of succession plan process at senior executive level for the Company and the Company’s affiliates
Achieved annual budget objectives and oversaw coordination of all business units in putting together the 2019 operating plan
Continued to build relationships with the Company’s long-term shareholders
Maintained professional relationships with Company’s regulators and rating agencies
Oversaw continued modernization of Company’s information technology systems and improvements in underwriting analytics and business processes
Oversaw investment portfolio and provided guidance on executing on an investment strategy that returned above benchmark yield
industry
catastrophe
62 Everest Re Group, Ltd.
The Company's Compensation Philosophy and Objectivesactivity.
Other
Named
Executive
Officers’
Annual
Cash
Incentive
Goals
and Compensation
For the 2019
2022
fiscal
year,
the Compensation
Committee
established
the following
separate
financial
and individual
performance-based
criteria
under
the
Executive
Incentive
Plan
for purposes
of establishing
the
incentive
cash
bonus
award
amount
for all NEOs other than Mr. Addesso.Messrs.
Performance Level Financial
Performance
Measure(ROE)		 Potential Maximum Bonus for each NEO 
    JOHN
DOUCETTE		 CRAIG
HOWIE		 SANJOY
MUKHERJEE		 JONATHAN
ZAFFINO		 
Maximum >=17.2% 200%
Base
Salary		 
$
1,750,000
 200%
Base
Salary		 
$
1,120,000
 200%
Base
Salary		 
$
1,200,000
 200%
Base
Salary		 
$
1,600,000
 
Target 
 
12.2%

130%
Base
Salary		 
$
1,137,500
 100%
Base
Salary		 
$
560,000
 120%
Base
Salary		 
$
720,000
 130%
Base
Salary		 
$
1,040,000
 
Threshold 
 
5.2%

25%
Base
Salary		 
$
218,750
 25%
Base
Salary		 
$
140,000
 25%
Base
Salary		 
$
150,000
 25%
Base
Salary		 
$
200,000
 
Below Threshold <5.2% Zero 
$
0
 Zero 
$
0
 Zero 
$
0
 Zero 
$
0
 
Karmilowicz,
Kociancic,
Mukherjee
and Williamson.
Performance
Level
Financial
Performance
Measure
(Plan
Operating
ROE)
Potential
Maximum
Bonus
for
each
NEO
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Maximum
>=17.4%
200%
Base
Salary
200%
Base
Salary
200%
Base
Salary
200%
Base
Salary
$1,550,000
$1,750,000
$1,300,000
$1,600,000
Target
12.4%
130%
Base
Salary
130%
Base
Salary
130%
Base
Salary
130%
Base
Salary
$1,007,500
$1,137,500
$
845,000
$1,040,000
Threshold
5.4%
25%
Base
Salary
25%
Base
Salary
25%
Base
Salary
25%
Base
Salary
$
193,750
$
218,750
$
162,500
$
200,000
Below
Threshold
<5.4%
Zero
$
0
Zero
$
0
Zero
$
0
Zero
$
0
The Compensation Committee
considers 70%60% of each
NEO’s potential maximum
bonus to be
independently
determined
based
on
the
above
tiered
Company
ROE
results. After
comparing
the
Company’s 2019
2022
fiscal
year
results
to
the performance measures established, the Compensation Committee
concluded that based on the
Adjusted
Operating
ROE of 10.7%
11.9%,
each
NEO’s
maximum
potential
cash
bonus
in consideration
of the
financial
performance
goal was as
shown in the
table below:
   JOHN DOUCETTE  CRAIG HOWIE  SANJOY
MUKHERJEE		  JONATHAN
ZAFFINO		 
Financial
Performance
Measure (ROE)		 2019
Plan ROE
(Target)		  2019
Adjusted
ROE		  Resulting
Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		 
70.0%  
12.2
%
  
10.7
%
 
$
658,438
  
$
329,000
  
$
418,500
  
$
602,000
 
                         
The Compensation Committee separately considered the 30% portion of the maximum bonus eligible to be earned based upon successful achievement of individual non-financial goals:Mike
Non-Financial Performance Measure JOHN DOUCETTE  CRAIG HOWIE  SANJOY MUKHERJEE  JONATHAN ZAFFINO 
30% of 200% Base Salary Bonus Maximum
 
$
525,000
  
$
336,000
  
$
360,000
  
$
480,000
 
                 
The NEOs total resulting maximum cash bonus in consideration of both the financial and non-financial performance measures was as follows:
   JOHN DOUCETTE  CRAIG HOWIE  SANJOY
MUKHERJEE		  JONATHAN
ZAFFINO		 
Performance
Measure		 2019
Plan ROE
(Target)		  2019
Adjusted
ROE		  Resulting Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		  Resulting
Maximum Bonus
Potential		 
Operating ROE  
12.2
%
  
10.7
%
 
$
658,438
  
$
329,000
  
$
418,500
  
$
602,000
 
Non-Financial         
$
525,000
  
$
336,000
  
$
360,000
  
$
480,000
 
Total Maximum Bonus         
$
1,183,438
  
$
665,000
  
$
778,500
  
$
1,082,000
 
                         

Karmilowicz
Proxy Statement 63Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Financial
Performance
Measure
(ROE)
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
60.0%
12.4%
11.9%
$569,625
$643,125
$477,750
$588,000
The Company'sCompany’s Compensation Philosophy and Objectives
Mr. Doucette’s 68
2023 Proxy
Statement
The
Compensation
Committee
separately
considered
the
40%
portion
of the
maximum
bonus:
Individual
Performance
Measure
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
40%
of 200%
Base Salary
Bonus
Maximum
$620,000
$700,000
$520,000
$640,000
The
NEOs
total
resulting
maximum
cash
bonus
was
as
follows:
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Performance
Measure
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Operating
ROE
12.4%
11.9%
$
569,625
$
643,125
$477,750
$
588,000
Individual
$
620,000
$
700,000
$520,000
$
640,000
Total
Maximum
Bonus
$1,189,625
$1,343,125
$997,750
$1,228,000
Mr. Doucette Karmilowicz’s
Compensation
A key member
of the Everest
Insurance executive team since
joining the Company in
2015, Mr. Karmilowicz served
as
the
Company’s
Executive
Vice
President
and President
and CEO
of the
Insurance
Division
in 2022,
with
a base
salary
of
$775,000. In awarding
Mr. Karmilowicz
a cash
bonus of
$1,070,750, restricted
share awards
valued at
$875,400 and
2022
PSU award
target
valued
at $399.000,
the
Compensation
Committee
recognized
Mr.
Karmilowicz’s
leadership
in managing
several
U.S.
and global
lines
of business
and overall
responsibility
for the
successful
management
of
Everest’s
global
Insurance
Division
results
in 2022.
Mr.
Kociancic’s
Compensation
A key member
of the Company’s
executive team,
Mr. Kociancic
served as
the Company’s
Executive Vice
President & CEO and
Group
Chief
Financial
Officer
with
a base
salary
of Reinsurance Division $875,000.
In awarding
Mr.
Kociancic
a cash
bonus
of $1,273,900,
restricted
share
awards
valued
at $1,180,500
and 2022
PSU award
target
valued
at $509,500,
the Compensation
Committee
recognized
Mr. Kociancic’s
leadership
in 2019, managing
the financial
functions
of the
Company
including
financial
reporting,
investments,
accounting,
budgeting
and tax
planning
and expense
management.
Mr.
Mukherjee’s
Compensation
A key
member
of the
Company’s
executive
team since
joining
the Company
in 2000,
Mr. Mukherjee
served
as the
Company’s
Executive
Vice President,
General
Counsel,
Chief Compliance
Officer
and Corporate
Secretary
in 2022,
with a base salary
of $875,000.
$650,000. In awarding Mr. Doucette
Mukherjee a cash bonus of $920,000, the Compensation Committee recognized Mr. Doucette’s leadership in promulgating risk management across the reinsurance portfolio by executing on a strategy maintaining a diversified business portfolio, spread by line and geography, and effectively managing risk through the utilization of third party capital. The Committee further noted Mr. Doucette’s successful execution of a hedging strategy designed to protect the Company’s capital against the catastrophe losses incurred by the industry. The Compensation Committee also considered Mr. Doucette’s success in achieving his individual non-financial goals in awarding
$900,000, restricted share awards valued at $787,500,
$585,000 and 2020
2022 PSU
award target
valued at $525,000:
Accomplishments
Demonstrated leadership in leading the Company’s worldwide reinsurance underwriting and claim teams and philosophies resulting in respectable reinsurance underwriting results for 2019 in the face of unprecedented catastrophe losses
Demonstrated leadership in identifying, developing and marketing new product opportunities and distribution strategies resulting in increased underwriting margin
Continued strategic utilization of Mt. Logan Re to address competitive pressures of alternative reinsurance capital markets in traditional reinsurance space
Managed aggressive renewal strategy post-2018 catastrophe losses
Proactive leadership in technology advances resulting in analytic and business process improvements in the reinsurance division
$390,000,
the Compensation
Committee recognized
Mr. Mukherjee’s
leadership in overseeing the Company’s
64 Everest Re Group, Ltd.
global legal operations and compliance responsibilities including overseeing
the
The Company's Compensation Philosophy Company’s
ESG
initiatives,
managing
all
external
litigations
against
the Company
as well
as providing
guidance
and Objectives
obtaining
regulatory
approvals
on structuring
the
Company’s
global
expansion
strategy.
Mr. Howie’s
Williamson’s
Compensation
A key
member
of the
Company’s
executive
team,
Mr. Howie Williamson
served
as the
Company’s CFO in 2019
Group
Chief
Operating
Officer and Head
of Reinsurance with
a base salary of $560,000. In awarding Mr. Howie a cash bonus of $500,000, the Compensation Committee recognized Mr. Howie’s leadership in managing the financial functions of the Company including financial reporting, accounting, budgeting & tax planning and expense management. The Compensation Committee also considered Mr. Howie’s success in achieving his individual non-financial goals in awarding restricted share awards valued at $457,200, 2020 PSU award target valued at $228,240, as well as increasing his base salary for 2020 to $571,200:
Accomplishments
Demonstrated leadership in overseeing and managing the Company’s Accounting and Financial reporting, Comptroller’s, Tax, Actuarial and Treasury departments
Participate in analysis of M&A and new business opportunities
Demonstrated leadership on the reserving committee and his open and frank discussions with the Board regarding the Company’s reserving practice
Provide leadership in investor relations
Managed the Company’s operating capital and advised the CEO and Board on share buyback opportunities
Active in Mt. Logan board leading to successful oversight and implementation of Mt. Logan operation improvements
Improved actuarial reserving processes
Successful interfacing with the Company’s ratings agencies and independent auditors
Proxy Statement 65
The Company's Compensation Philosophy and Objectives
Mr. Mukherjee’s Compensation
Mr. Mukherjee served as the Company’s General Counsel, Chief Compliance Officer and Corporate Secretary as well as CEO and Managing Director of Bermuda Re in 2019, with a base salary of $600,000. In awarding Mr. Mukherjee a cash bonus of $625,000, the Compensation Committee recognized Mr. Mukherjee’s leadership in implementing a strategy of product diversification by line of business and geography and utilization of third party capital as a hedge against outsized natural peril catastrophe events. The Compensation Committee also considered Mr. Mukherjee’s success in achieving his individual non-financial goals encompassing his multi-faceted role as the Company’s General Counsel and CEO of Bermuda Re in awarding restricted share awards valued at $477,400, 2020 PSU award target valued at $318,200, as well as increasing his base salary for 2020 to $612,000:
Accomplishments
Demonstrated leadership in serving two full time executive roles within the Company: CEO of Bermuda Re and the Company’s General Counsel, Chief Compliance Officer and Secretary
Demonstrated leadership as General Counsel of the Group overseeing and managing the Company’s Law Department and providing competent legal advice to the CEO, CFO and Board of Directors
Active in Mt. Logan board (as Chairman) leading to operational and strategic improvements
Participation in strategic direction of insurance operation expansion, including 2019 launch of new Bermuda primary insurance operation, and successful identification and satisfaction of legal and regulatory compliance requirements
Participation in development of strategic direction and overseeing successful execution of regulatory, contractual and legal requirements for the Company’s Lloyd’s syndicate
Conducting considerable research, analysis and outreach with shareholders and proxy advisors resulting in Board governance recommendations and improvements, and oversee Everest’s ESG initiatives including Everest’s inaugural Corporate Responsibility Report
Significant participation in creation of new legal entities within the Company consistent with expansion objectives and aggressive timelines
Overseeing the Company’s worldwide disputes and litigations
Providing competent advice and counsel on alternative expansion strategies and identify most cost-efficient corporate governance solutions to meet rapid product and business expansion goals
Overseeing legal aspects of enterprise risk management
Demonstrated leadership as CEO of Bermuda Re including active oversight of Bermuda Re’s property and casualty risk portfolio and day-to-day operations
Provided underwriting leadership in restructuring the Bermuda Re property & casualty portfolio post-2018 catastrophe losses
Recruitment of underwriting, actuarial and financial support teams with diverse skillsets, and expanded succession planning and leadership depth within Bermuda Re
66 Everest Re Group, Ltd.
The Company's Compensation Philosophy and Objectives
Mr. Zaffino’s Compensation
Mr. Zaffino served as the President & CEO of the Insurance Division in 2019, with a base salary of $800,000. In awarding Mr. Zaffino
Williamson a cash bonus
of $1,082,000, $1,167,000,
restricted
share awards
valued at
$940,400 and
2022 PSU award
target valued
at $419,600,
the Compensation
Committee
recognized
Mr. Zaffino’s Williamson’s
leadership
in strategically protecting serving
as Group
Chief Operating
Officer
and simultaneously
as
Head
of
the Company’s capital against the historic catastrophe losses incurred by the industry while helping to steer the Insurance
Everest
Reinsurance
Division, to its first underwriting profit since 2006. The Compensation Committee also considered Mr. Zaffino’s success in achieving his individual non-financial goals in awarding restricted share awards valued at $800,000, while
profitably
growing
a
balanced
and 2020 PSU award target valued at $400,000:
Accomplishments
Demonstrated leadership in overseeing and managing the expansion of the Company’s North America insurance operations
Development of insurance underwriting guidelines for new products
Oversaw significant enhancements to insurance operation platform
Effective leadership in identifying, developing and marketing new product opportunities and distribution strategies
Participates in evaluation of M&A opportunities
Improved the financial performance of the insurance operations
Implemented new product offerings and diversified the product mix
Recruitment of strong additions to the North America insurance leadership team
Developing strategic alliances with key clients and insurtech partners to enhance operational, distribution and system efficiencies across product lines
diversified
reinsurance
portfolio.
Other
Forms
 
Proxy Statement 67
The Company's Compensation Philosophy and Objectives
Other Forms of Compensation
Apart
from the
salary,
bonus and
long-term
compensation
components
discussed
above,
all employees
including
executive
officers
receive
other
forms
of compensation
from
the Company.
That
compensation
includes Company-paid
Company-
paid term life insurance, partially subsidized
medical and dental plan, Company-paid
disability insurance and
participation in a Company-sponsored 401(k) employee savings plan. Certain executives also participate in a
Supplemental Savings Plan.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
69
Clawback
Policy
The
Company
has a
clawback
policy
covering
current
and former
employees,
including
Named
Executive
Officers.
The policy provides for forfeiture and repayment of any incentive-based compensation (including vested and
unvested
equity
awards)
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.
The policy
also
requires
the repayment
and
termination
of payments
and
benefits
provided
to
such
individual
pursuant
to any
severance
or
similar
agreement.
Perquisites The Company
is in the
process
of reviewing
and updating
the Clawback
Policy
to satisfy
the requirements
of Rule
10D-1 adopted by
the SEC on
October 26, 2022
consistent with
Section 10D added
to the Exchange
Act as part
of the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
of
2010.
New
Rule
10D-1
directs
the
national
securities
exchanges to establish
listing standards that
prohibit the listing
of any security of
a company that
does not adopt
and
implement
a written
policy
requiring
the
recovery,
or “clawback,”
of certain
incentive-based
executive
compensation.
The Company
will adopt
such new
compliant
clawback
policy
no later
sixty
days
following
the date
that the
NYSE
publishes
final
listing
standards
as
required
by
Rule
10D-1,
which
is
expected
to be
later
this
year.
Perquisites
and
Other
Benefits
When deemed
appropriate,
the Company
provides
Named Executive
Officers
with perquisites
and other
personal
benefits
that
are
reasonable
and
consistent
with
the
overall
compensation
plan
and
the
philosophy
of attracting
and
retaining
key employees.
The Compensation
Committee
periodically
reviews
these
awards
of perquisites
and other
benefits.
The only perquisites approved by the Company for 2019 were Mr. Mukherjee’s housing allowance of $140,000 while residing in Bermuda Tax
and use of a Company car while in Bermuda at a cost of $2,923 in insurance and license fees.
Accounting
Tax and Accounting
Implications
Section
162(m)
of the
Code
limits
the deductibility
of annual
compensation
in excess
of $1 million
paid
to “covered
employees”
of the
Company unless the compensation satisfied an exception, such as the exception
with
some
limited
exceptions
for performance-based compensation. Performance-based compensation generally includes only payments that are contingent on achievement of performance objectives, and excludes fixed or guaranteed payments. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other things, repealed the performance-based compensation exception and expanded the definition of covered employee. The changes
paid
pursuant
to Section 162(m) are effective for taxable years beginning after December 31, 2017. The Act includes a transition rule so that these changes do not apply to compensation paid pursuant to a “binding written contract” that was certain
arrangements
in effect place
on November
2, 2017 2017.
For 2018
and that was not materially modified on after,
our covered
employees
will
generally
include
anyone
who (i)
is
the
CEO
or after such date.chief
financial
Because
officer
at any
time
during
the
year,
(ii)
was
one
of the performance-based compensation exception repeal, amounts paid pursuant to a contract effective after November 2, 2017 will not be deductible as performance-based compensation, and the Compensation Committee will not need to consider the requirements of the performance-based compensation exception when considering the design of any such future contracts as part of our compensation program. For amounts paid under contracts in effect on November 2, 2017 that were intended to constitute performance-based compensation, the Compensation Committee will continue to consider the performance-based compensation exception when making determinations of performance under those contracts.
other
Named
Executive
Officers
who
The Act also expands the definition of covered employee. For 2017, our covered employees included the CEO and other named was an
executive officers (but not the chief financial officer) who were executive officers
officer
as of
the last
day of our fiscal year. For 2018 and after, our covered employees will generally include anyone who (i) was the CEO or chief financial officer at any time during the year, (ii) was one of the other named executive officers who was an executive officer as of the last day of
the fiscal
year and
(iii)
was a
covered
employee
for any
previous
year
after 2016.
68 Everest Re Group, Ltd.
The Company's Compensation Philosophy and Objectives
As with
prior years,
although
the Compensation
Committee
will consider
deductibility
under
Section
162(m)
with
respect
to the
compensation
arrangements
for executive
officers,
deductibility
will not
be the
sole factor
used in
determining
appropriate
levels
or methods
of compensation.
The
Compensation
Committee
considers
many
factors
when
designing
its compensation
arrangements
in addition
to the
deductibility
of the compensation
and maintains
the flexibility
to grant
awards
or pay
compensation
amounts
that
are
non-deductible
if they
believe
it is
in the
best
interest of
our Company
and our
shareholders.
It is
the Compensation
Committee’s objective
to have
its U.S.
tax-paying executives
not be
subject to
penalties under
Code Section
409A
(“§409A”).
Accordingly,
all applicable
compensation
and benefit
programs
have been
amended
and are
administered in
accordance with §409A.
§409A.
The foregoing
provides
a general
overview
of the
Company’s
philosophy
on executive
compensation.
The tables
contained in
the subsequent
sections attribute
specific dollar
values to the
various aspects
of executive
compensation previously discussed.
Proxy Statement 69previously
Compensation of Executive Officers
COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation paid or accrued to the Company’s Named Executive Officers who served during fiscal year 2019 (collectively, the “Named Executive Officers or NEOs”). The principal position listed under the name of each officer is as of December 31, 2019.
2019 SUMMARY COMPENSATION TABLE
                 Change in Pension 
     
                 Value and 
     
��        Stock Awards    Nonqualified 
     
Name and        Restricted  Performance  Non-EquityDeferred 
     
Principal        Stock  Share Unit  Incentive Plan Compensation All Other 
   
Position
 Year Salary  Bonus  
Awards(1)
  
Awards(2)
  Compensation Earnings(3) 
Compensation(4)
 
 Total 
Dominic J. Addesso 
CEO and President 
  2019  
$
1,250,000


$
—
     
$
2,000,995
     
$
2,000,995
  $ 2,000,000  
$
(21,657)
   
$
398,275

  
$

  7,628,608


 
  2018   1,182,692


 
—
      
2,500,253
      
1,500,394
   1,300,000   
151,075
    
432,321
    

   7,066,735 

 
  2017
   1,000,000
   —
      2,500,611
      1,500,132
  1,800,000
   1,811,771
    216,708
        8,829,222   
  
   


 

   

   

   

   

  
 
John P. Doucette 
Executive Vice President and President and CEO of Reinsurance Division 
    2019  
$
853,461
  
$
—
      
$
1,938,900
      
$
442,431
  $  920,000  
$
478,661
   
$
150,659

  
$

   4,784,112


 
    2018   
823,077

  
—
       
664,149
       
442,362
    400,000   
(78,346)
    169,933

   

   2,421,175 

 
  2017
   733,846
   
—
       600,287
       300,729
     850,000   732,728
    72,552
        3,290,142   

 
   

   
   

   

   
   

  
 
Craig Howie(5)
 
Executive Vice President and Chief Financial Officer 

   2019  
$
556,000

 
$
—
      
$
448,017
      
$
224,567
  $500,000 
  
$
—
   
$
117,025
   
$

   1,845,609

 

   2018   555,154
  
—
       
448,422
       
224,211
  250,000   
—

   128,738
    

   1,606,525 

 
  2017
   538,769
   
—
       434,126
       217,648   550,000   —

   144,076
        1,884,619   
  
   

  

   

   

       
  
   

 
Sanjoy Mukherjee(4)
 
Executive Vice President, General Counsel and Secretary 

   2019  
$
593,268
  
$
—
      
$
1,232,404
      
$
288,251
  $625,000
  
$
376,429
   
$
248,415
   
$

   3,363,767


 

   2018   
558,038
   
—
       
414,487
       
276,325
  400,000
   
(67,805)
    
252,153

   

   1,833,198 

 
  2017
   508,769
   
—
       410,723
       205,946
   550,000   891,980
    199,209
        2,766,627   

  
   

   
   

   

   

  

  
 
Jonathan Zaffino(5)
 
Executive Vice President and President and CEO of Everest Insurance®
 

   2019  
$
686,923
  
$
—
      
$
1,611,147
      
$
280,430
  $1,082,000
  
$
—
   
$
141,436
   
$

   3,801,936


 

   2018   
573,077
   
—
       
481,144
       
241,178
  550,000
   
—
    110,003
    

   1,955,402 

 
  2017
   490,577
   
—
       630,711
       200,096
  400,000
   —
    92,811
        1,814,195   

  
   


  
   

   
   

  
  
     
  
 
    
                                                     
(1)The amounts are the aggregate grant date fair value for restricted awards granted during 2019 computed in accordance with FASB ASC Topic 718. Restricted shares vest at the rate of 20% per year over five years.
(2)The amounts are the aggregate grant date fair value for performance share unit awards granted during 2019 computed in accordance with FASB ASC Topic 718, at the target achievement percentage (100%). The performance achievement factor can range between 0% and 175% of the target grant. If the participants achieved the maximum performance achievement factor, the value of the performance share unit grants would be follows: Mr. Addesso $3,501,741; Mr. Doucette $774,254; Mr. Howie $392,993; Mr. Mukherjee $504,438 and Mr. Zaffino $490,752.
(3)
Represents the aggregate change in the present value of the officers’ accumulated benefit under the qualified and supplemental pension plans from December 31, 2018 to December 31, 2019. Earnings on the Supplemental Savings Plan are not included as they are invested in the same investment offerings as the qualified savings plan and are not preferential.

70 Everest Re Group, Ltd.
discussed.
Compensation of Executive Officers
For the Named Executive Officers, the 2019 amount in the All Other Compensation column includes:70
  Addesso  Doucette  Howie  Mukherjee  Zaffino 
Life insurance premiums
 
$
1,080
  
$
1,080
  
$
1,080
  
$
1,080
  
$
1,080
 
Employer Matching Contributions
(Qualified and Non-qualified)		  
37,247
   
25,177
   
16,800
   
17,400
   
18,993
 
Dividends on Restricted Shares
  
178,348
   
56,259
   
34,345
   
37,082
   
47,147
 
Employer Discretionary Contribution(5)
  
181,600
   
68,142
   
64,800
   
49,929
   
74,216
 
                     
(4)The amount reported for 2019 for Mr. Mukherjee, who is a citizen of the United States, includes $140,000 as a Bermuda residence housing allowance. The Company owns a car which is provided for Mr. Mukherjee’s use in Bermuda at a cost of $2,923.51 in insurance and license fees.
2023 Proxy
Statement
COMPENSATION OF
(5)Mr. Howie and Mr. Zaffino are not participating in the Retirement Plan or Supplemental Retirement Plan, and instead receive an additional qualified plan contribution pursuant to the revision of the Company’s Savings Plan that is applicable to those employees hired after April 1, 2010.
Grants of Plan-Based AwardsEXECUTIVE OFFICERS
The following
table sets
forth certain information concerning equitycompensation
paid or
accrued to
the Company’s
Named Executive
Officers who
served
during fiscal
year 2022
(collectively, the
“Named Executive
Officers or
NEOs”). The
principal position
listed under
the
name
of each
officer
is as
of December
31,
2022.
Further,
as noted
above,
Sanjoy
Mukherjee
will
be departing
the
Company effective
April 21,
2023.
2022 SUMMARY COMPENSATION TABLE
Stock
Awards
Change
in
Pension
Value and cash
Nonqualified
Deferred
Compensation
Earnings
(3)
Name
and
Principal
Position
Year
Salary
Bonus
Restricted
Stock
Awards
(1)
Performance
Share Unit
Awards
(2)
Non-Equity
Incentive
Plan
Compensation
All
Other
Compensation
Total
Juan C. Andrade
CEO
and
President
2022
$
1,250,000
$
—
2,125,822
2,125,822
$
2,900,000
$
—
$
704,555
$
9,106,199
2021
1,250,000
—
2,000,902
$
2,000,902
3,000,000
—
614,322
8,866,126
2020
1,298,077
—
1,876,272
1,876,272
2,500,000
—
512,591
8,063,212
Mike Karmilowicz
Executive Vice
President
and CEO
of Everest
Insurance®
2022
$
749,154
$
—
$
809,621
$
404,057
$
1,070,750
$
—
$
234,808
$
3,268,390
2021
660,000
667,371
328,235
1,060,800
163,874
2,880,280
Mark Kociancic
Executive Vice
President and
Chief
Financial
Officer
2022
$
875,000
$
—
1,059,896
$
529,194
$
1,273,900
$
—
$
376,631
$
4,114,621
2021
875,000
—
993,184
495,381
1,401,400
—
285,175
4,050,140
2020
201,923
—
$
5,000,048
—
500,000
—
89,743
5,791,714
Sanjoy
Mukherjee
Executive Vice
President, General
Counsel and
Secretary
2022
$
650,000
$
—
$
615,131
$
410,088
$
900,000
$
(600,167)
$
213,188
$
2,188,240
2021
641,231
—
585,010
390,006
975,000
81,008
146,004
2,818,259
2020
632,307
—
478,075
318,717
700,000
724,858
138,885
2,992,842
Jim Williamson
Executive Vice
President, Chief
Operating
Officer and
Head of
Reinsurance
2022
$
801,923
$
—
$
851,836
$
425,164
$
1,167,000
$
—
$
284,018
$
3,529,941
2021
702,167
703,707
347,614
1,210,000
—
216,735
3,180,223
(1) The amounts are
the aggregate
grant date
fair value for
restricted awards
granted during
2022 computed
in accordance
with FASB
ASC Topic
718.
Restricted
shares
vest
at the
rate
of 20%
per year
over
five
years.
(2)
The amounts
are the
aggregate
grant
date
fair value
for performance
share
unit awards
granted
during
2022 computed
in accordance
with FASB
ASC
Topic
718,
at the target
achievement
percentage
(100%).
The performance
achievement
factor
can range
between
0% and 175%
of the target
grant. If the participants achieved the maximum
performance achievement factor, the
value of the performance share
unit grants would be as follows:
Mr. Andrade $3,720,188; Mr. Karmilowicz $707,100; Mr. Kociancic $926,089;
Mr. Mukherjee $717,653 and Mr. Williamson $744,038.
(3) Represents the
aggregate change
in the
present value
of the officers’
accumulated benefit
under the Company’s 2010 Stock Incentivequalified
and supplemental
pension plans
from
December 31, 2021
to December 31,
2022. Earnings
on the Supplemental
Savings Plan are
not included as
they are invested
in the same
investment
offerings
as the
qualified
savings
plan
and the Executive Performance Annual Incentive Plan during 2019 to the Named Executive Officers.are
2019 GRANTS OF PLAN-BASED AWARDS
    
Estimated Future
Payouts Under
Non-Equity Incentive Plan Awards(1)
  Estimated Future
Payouts Under
Equity Incentive Plan Awards		  
  Grant Date Fair Value of
Stock Awards		 
NameGrant Date Threshold  Target  Maximum  Threshold  
Target(4)
  
Maximum(5)
  
All Other
Stock
Awards: Number
of Shares
of Stock
or Units(2)
  
Restricted
Stock
Awards(3)
  
PSU
Awards(6)
 
Dominic J. Addesso
2/27/2019  
—
  
$
1,562,500
  
$
3,500,000
   
—
   
8,955
   
15,671
   
8,955
  
$
2,000,995
  
$
2,000,995
 
John P. Doucette
2/27/2019  
—
   
1,137,500
   
1,750,000
   
—
   
1,980
   
3,465
   
2,970
   
663,647
   
442,431
 
John P. Doucette
11/19/2019  
—
           
—
   
—
   
—
   
4,790
   
1,275,254
   
—
 
Craig Howie
2/27/2019  
—
   
560,000
   
1,120,000
   
—
   
1,005
   
1,759
   
2,005
   
448,017
   
224,567
 
Sanjoy Mukherjee
2/27/2019  
—
   
720,000
   
1,200,000
   
—
   
1,290
   
2,258
   
1,935
   
432,376
   
288,251
 
Sanjoy Mukherjee
11/19/2019  
—
           
—
   
—
   
—
   
3,005
   
800,029
   
—
 
Jonathan Zaffino
2/27/2019  
—
   
1,040,000
   
1,600,000
   
—
   
1,255
   
2,196
   
2,510
   
560,860
   
280,430
 
Jonathan Zaffino
11/19/2019  
—
           
—
   
—
   
—
   
3,945
   
1,050,287
   
—
 
(1)Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan. The actual award is shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Plan table.
(2)This column shows the number of restricted shares granted in 2019 to the Named Executive Officers pursuant to the 2010 Stock Incentive Plan. Restricted shares vest at the rate of 20% per year over five years. During the restricted period, quarterly dividends are paid to the Named Executive Officer.
(3)The grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.
(4)This column shows the number of performance share units outstanding at December 31, 2019 for each Named Executive Officers  pursuant to the 2010 Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after  three years.
(5)This column shows the number of performance share units outstanding at December 31, 2019 for each Named Executive Officers  pursuant to the 2010 Stock Incentive Plan, assuming achievement at the maximum level (175%). Performance share units vest 100%  after three years.
(6)The grant date fair value of each equity award calculated in accordance with FASB ASC 718.

Proxy Statement 71
not preferential.
Compensation of Executive Officers
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019
  
Stock Awards(1)
 
  Restricted Stock Awards  PSU Awards 
Name 
Number of Shares or Units of Stock That Have Not Vested(1)
  
Market Value of Shares or Units of Stock That Have Not Vested(2)
  
Equity Incentive
Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)
  
Equity Incentive
Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
 
Dominic J. Addesso  31,017  $8,586,746   11,590  $3,208,576 
John P. Doucette  13,283   3,677,266   2,867   793,700 
Craig Howie  5,973   1,653,565   1,455   402,802 
Sanjoy Mukherjee  8,644   2,393,005   1,835   508,001 
Jonathan Zaffino  10,935   3,027,245   1,710   473,396 
                 
(1)Restricted shares vest at the rate of 20% annually over a five year period. Grant dates for the restricted shares are in the table that follows.
(2)Determined by multiplying the NYSE December 31, 2019 closing price of $276.84 by the number of outstanding restricted share awards or by the number of both unvalued and unvested performance share unit awards.
Grant Date2/25/20152/24/20162/22/20179/6/20172/21/20182/27/201911/19/2019
Dominic J. Addesso       
Restricted Share Awards 2,237 5,162 6,411 —- 8,252 8,955 —-
PSU Awards — 6,410 —- 6,190 8,955 —-
John P. Doucette       
Restricted Share Awards 604 1,188 1,539 — 2,192 2,970 4,790
PSU Awards  — 1,285 — 1,825 1,980 —-
Craig Howie       
Restricted Share Awards 461 914 1,113 — 1,480 2,005 —-
PSU Awards  — 930 — 925 1,005 —-
Sanjoy Mukherjee       
Restricted Share Awards 421 862 1,053 — 1,368 1,935 3,005
PSU Awards  — 880 — 1,140 1,290 —-
Jonathan Zaffino       
Restricted Share Awards 448 818 1,026 600 1,588 2,510 3,945
PSU Awards  — 855 — 995 1,255 —-
        

72 Everest Re Group, Ltd.
Compensation of Executive Officers
Share Option Exercises2023 Proxy
Statement
71
For
the
Named
Executive
Officers,
the
2022
amount
in
the
All
Other
Compensation
column
include:
Andrade
Karmilowicz
Kociancic
Mukherjee
Williamson
Life
insurance
premiums
$
1,345
$
1,345
$
1,335
$
1,345
$
1,345
Employer
Matching
Contributions
(Qualified
and
Non-qualified)
37,501
22,475
26,251
19,501
23,308
Dividends
on
Restricted
Shares
252,197
44,681
146,438
50,528
60,059
Employer
Discretionary
Contribution
(4)
340,000
126,697
159,349
105,600
119,216
Umbrella
insurance
premiums
611
611
611
611
611
Car
Allowance
12,000
—
12,000
—
12,000
Stipend
(5)
—
—
—
—
35,500
Executive
Physical
11,000
11,000
0
11,000
11,000
Executive
LTD
49,901
27,999
30,647
24,603
20,979
Total:
704,555
234,808
376,631
213,188
284,018
(4) Messrs. Andrade, Kociancic, Williamson and Shares VestedKarmilowicz
are not participating in the Retirement Plan or Supplemental Retirement
Plan and
instead receive
an additional
qualified plan
contribution
pursuant to
the revision
of the
Company’s
Savings Plan
that
is
applicable
to those
employees
hired
after
April
1,
2010.
(5) The
amount reported
for Mr.
Williamson includes
portions of
the $100,000
cash stipend
paid for
taking on
additional responsibilities
as Head of Reinsurance
in May 2021. Mr. Williamson received
stipend payments totaling
$64,500 in 2021 and the
remainder of the
stipend
payments
($35,500)
in early
2022.
Grants
of Plan-Based
Awards
The
following
table
sets
forth
certain
information
concerning
equity
and cash
awards
granted
under
the
Company’s
Stock Incentive
Plan and
the Executive
Performance Annual
Incentive Plan
during 2022
to the
Named Executive
Officers.
2022 GRANTS OF PLAN-BASED
AWARDS
Estimated Future
Payouts Under
Non-Equity Incentive
Plan
Awards
(1)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
Restricted
Stock
Awards
Number
of Shares
(2)
Grant Date
Fair Value
of Stock
Awards
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
(4)
Maximum
(3)
Restricted
Stock
Awards
(3)
PSU
Awards
(6)
Juan C.
Andrade
2/23/2022
—
2,750,000
3,500,000
—
7,050
12,338
7,050
2,125,822
2,125,822
Mike
Karmilowicz
2/23/2022
—
1,007,500
1,550,000
—
1,340
2,345
2,685
809,621
404,057
Mark
Kociancic
2/23/2022
—
1,137,500
1,750,000
—
1,755
3,071
3,515
1,059,896
529,194
Sanjoy
Mukherjee
2/23/2022
—
845,000
1,300,000
—
1,360
2,380
2,040
615,131
410,088
Jim
Williamson
2/23/2022
—
1,040,000
1,600,000
—
1,410
2,468
2,825
851,836
425,164
(1) Potential awards
to be made pursuant to the Executive
Performance Annual Incentive
Plan. The actual award
is shown in the “Non-
Equity
Incentive
Compensation
Plan”
column
of the
Summary
Compensation
Plan
table.
(2) This column shows the number and value of vestedrestricted shares at the end of 2019 held by the Named Executive Officers. The Named Executive Officers do not hold any outstanding stock options.
SHARES VESTED
  Share Awards  Share Awards 
Name Number of Shares
Acquired on
Settlement		  
Value Realized
Settlement (1)
  Number of Shares
Acquired on
Vesting		  
Value Realized
on Vesting(2)
 
Dominic J. Addesso  6,330  $1,414,439   11,739  $2,624,670 
John P. Doucette  1,458   325,790   3,212   718,155 
Craig Howie  1,120   250,264   2,340   523,241 
Sanjoy Mukherjee  1,061   237,080   2,158   482,543 
Jonathan Zaffino  953   212,948   1,795   406,385 
                 
(1)The aggregate dollar value realized upon the exercise of options determined by computing the difference between the market price and the option exercise price on the day of exercise.
(2)Amount reflects the aggregate market share value on the day that the restricted shares vest.
Retirement Plan
Allgranted in 2022 to the Named Executive Officers pursuant to the 2020
Stock
Incentive Plan for grants made
on February 23, 2022. Restricted shares
vest at the rate of 20% per year over
five years. During the
restricted
period,
quarterly
dividends
are paid
to the
Named
Executive
Officer.
Compensation of Executive Officers
72
2023 Proxy
Statement
(3) The
grant
date
fair
value
of
each
equity
award
calculated
in
accordance
with
FASB
ASC
Topic
718.
(4) This column
shows the Company, withnumber of performance share units outstanding
on December 31, 2022 for each Named Executive
Officers
pursuant to the
2020 Stock Incentive Plan,
assuming achievement at the exceptiontarget
level (100%). Performance share units vest
100%
after
three years.
(5) This column
shows the number of performance share units outstanding
on December 31, 2022 for each Named Executive
Officers
pursuant
to the
2020
Stock
Incentive
Plan,
assuming
achievement
at the
maximum
level
(175%).
Performance
share
units
vest
100% after
three years.
(6) The
grant
date
fair
value
of
each
equity
award
calculated
in
accordance
with
FASB
ASC
Topic
718.
OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END 2022
Stock Awards
(1)
Restricted Stock Awards
PSU
Awards
Name
Number
of Shares
or
Units of Stock That
Have
Not
Vested
(1)
Market
Value
of
Shares or Units
of
Stock That
Have
Not Vested
(2)
Equity Incentive
Plan Awards:
Number
of
Unearned
Shares, Units or
Other Rights
That
Have
Not
Vested
(1)
Equity Incentive
Plan Awards:
Market or
Payout Value
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(2)
Juan C.
Andrade
33,072
$10,955,761
16,482
$5,459,827
Mike
Karmilowicz
6,874
$
2,277,150
2,945
$
975,673
Mark
Kociancic
19,395
$
6,424,982
4,095
$1,356,551
Sanjoy
Mukherjee
7,325
$
2,426,553
3,194
$1,057,994
Jim Williamson
8,425
$
2,790,950
3,108
$1,029,587
(1) Restricted
shares vest at the
rate of 20% annually
over a five-year period.
Grant dates for
the restricted shares
are as shown in
the
table that follows:
(2) Determined by multiplying the NYSE December 31, 2022 closing price
of $331.27 by the
number of outstanding restricted share
awards
or
by
the
number
of both
unvalued
and
unvested
performance
share
unit
awards.
Compensation of Executive Officers
2023 Proxy
Statement
73
Grant
Date
2/21/2018
2/27/2019
9/18/2019
11/19/2019
2/26/2020
11/18/2020
2/23/2021
2/23/2022
Juan C.
Andrade
Restricted
Share
Awards
—
—
15,352
—
4,062
—
6,608
7,050
PSU Awards
—
—
—
—
6,770
—
8,260
7,050
Mike
Karmilowicz
Restricted
Share
Awards
331
718
—
—
936
—
2,204
2,685
PSU Awards
—
—
—
—
780
—
1,355
1,340
Mark
Kociancic
Restricted
Share
Awards
—
—
—
—
—
12,600
3,280
3,515
PSU Awards
—
—
—
—
—
—
2,045
1,755
Sanjoy
Mukherjee
Restricted
Share
Awards
342
774
—
1,202
1,035
—
1,932
2,040
PSU Awards
—
—
—
—
1,150
—
1,610
1,360
Jim Williamson
Restricted
Share
Awards
—
—
—
—
—
3,276
2,324
2,825
PSU Awards
—
—
—
—
—
—
1,435
1,410
Share
Option
Exercises
and
Shares
Vested
The following
table
sets
forth
certain
information
concerning
the number
and value
of vested
shares
at the
end of
2022
held
by
the
Named
Executive
Officers. The
Named
Executive
Officers
do
not
hold
any
outstanding
stock
options.
SHARES VESTED
Share Awards
(PSU
Grants)
Share Awards (Restricted
Stock)
Name
Number
of Shares
Acquired
on
Settlement
Value Realized
Settlement
(1)
Number
of Shares
Acquired
on
Vesting
Value
Realized
on
Vesting
(2)
Juan C.
Andrade
—
—
10,682
$3,068,732
Mike
Karmilowicz
—
—
1,853
$
555,748
Mark
Kociancic
—
—
5,020
$1,599,911
Sanjoy
Mukherjee
1,269
$348,172
2,509
$
766,009
Jim Williamson
—
—
1,673
$
526,881
(1) Amount
reflects
the
aggregate
market
share
value
on
the
day
of
settlement
of
the
performance
share
unit
award.
(2) Amount
reflects
the
aggregate
market
share
value
on
the
day
that
the
restricted
shares
vest.
Retirement
Plan
Mr. Howie and Mr. Zaffino, participateMukherjee
participated in
the Everest
Reinsurance Company
Retirement Plan (the “Retirement
“Retirement Plan”)
and in
the
Supplemental
Retirement
Plan
(the
“Supplemental
Plan”),
both
of which
are defined
benefit
pension
plans.
The
Retirement Plan (the “Supplemental Plan”), both of which are defined benefit pension plans. The Retirement Plan
and Supplemental
Plan were both
closed to
new employees
as of April
1, 2010. Additionally,
effective
January
1, 2018,
accrued
benefits
under
the
Supplemental
Retirement
Plan
were
frozen
for
the
participating
NEOs
in
that plan
as of
December 31,
2017.
A participant’s “final
“final
average
earnings”
under
the
Retirement
Plan
will
be his
or her
average
annual
“earnings”
under
the plan
during the
72 consecutive
months of
continuous service
in which
the participant
received the
greatest
amount
of earnings
out
of
the
final
120
months
of continuous
service.
For
this
purpose,
“earnings”
generally
include
the
participant’s
base
salary,
cash
bonus
payments
under
the
Executive
Incentive
Plan
and,
for
participants
who
held
Compensation of Executive Officers
74
2023 Proxy
Statement
positions
equivalent
to or
senior
to that
of department
vice president
when that
position
existed,
cash payments
under the Retirement Plan will be his or her average annual “earnings” under the plan during the 72 consecutive months of continuous service in which the participant received the greatest amount of earnings out of the final 120 months of continuous service. For this purpose, “earnings” generally include the participant’s base salary, cash bonus payments under the Executive Incentive Plan and, for participants who held positions equivalent to or senior to that of department vice president when that position existed, cash payments under the
Company’s
Annual Incentive
Plan. “Earnings”
“Earnings”
does not
include
any other
compensation
set forth
in the
Summary Compensation Table.
Final
average
earnings
will
be determined
under
the
Supplemental
Plan
in the
same
manner
as under
the
Retirement
Plan, except that a participant’s earnings are not subject to the limitations under the Internal Revenue Code. “Continuous
“Continuous
service” under
the Retirement
Plan and Supplemental
Plan will
be the number
of years and
months
worked
for
Everest
Re and
certain
affiliates,
including
during
the
period
of affiliation
with
Prudential.
The
table
below
shows
the present
value
of accumulated
benefits
payable
to each
of the
Named
Executive
Officers
determined
using interest
rate and
mortality
rate assumptions
consistent
with those
in the Company’s
financial
statements
and
the
number
of
years
of service
credited
to each.
A participant
becomes
vested
in the
Supplemental
Plan
upon
reaching
five
years
of service,
retirement
at age
65 or
upon
a Change
of Control.
If a participant
leaves
the
Company
prior
to becoming
vested
in the
Supplemental
Plan,
he receives
no benefits.
2022 PENSION
BENEFITS TABLE
Name
Plan Name
Number
of
Years
Credited
Service
Present
value
of Accumulated
Benefit
Payments
During
Last
Fiscal
Year
Juan C.
Andrade
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Mike
Karmilowicz
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Mark
Kociancic
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Sanjoy
Mukherjee
Retirement
Plan
22.5
1,065,291
—
Supplemental
Plan
2,955,364
—
Jim Williamson
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
(1)
The
table
employs
the
discount
rate
of 5.25%
on December
31,
2022
and
2.86%
on December
31,
2021
for
the
Retirement
Plan
and
pre-retirement
Supplemental
Plan.
Post
retirement,
the
Supplemental
Plan
discount
rate
is 5%
for
both
years.
The Mortality Table used for 12/31/2022
is the Pri-2012 White Collar Table with Scale MP-2021 for the
Retirement Plan projected to
executive’s
assumed
retirement
age. Updated Table
417(e)
Mortality
is
used
for
the
Supplemental
Plan
post-retirement
projected
to
executive’s
assumed
retirement
age.
For 12/31/2021, the Mortality Table used is the Pri-2012 White Collar Table with Scale MP-2021 for the Retirement Plan and projected
to
executive’s
assumed
retirement
age. Updated Table
417(e)
Mortality
is
used
for
the
Supplemental
Plan will be the number of years and months worked for Everest Re and certain affiliates, including during the period of affiliation with Prudential.
post-retirement
projected
to
executive’s
assumed
retirement
age.
The table below showspayment
form assumes
50% Joint
and Survivor
for the present value of accumulated benefits payable
Retirement
Plan
(wives
assumed
to each of the Named Executive Officers determined using interest rate be 4
years
younger
than their
husbands)
unless final
benefit election
has already
been made
and mortality rate assumptions consistent with those in the Company’s financial statements and the number of years of service credited to each. A participant becomes vested insingle
life annuity
for the Supplemental
Plan upon reaching five years of service, retirement at age 65 or upon a Change of Control. If a participant leaves the Company prior to becoming vested in the Supplemental Plan, he receives no benefits.earliest
Proxy Statement 73
Compensation of Executive Officers
2019 PENSION BENEFITS TABLE
    Number of  Present Value  Payments 
    Years Credited  of Accumulated  During 
NamePlan Name Service  
Benefit(1)
  Last Fiscal Year 
Dominic J. AddessoRetirement Plan  10.7  $828,482  $—- 
Supplemental Plan      5,810,185   —- 
John P. DoucetteRetirement Plan  11.3   640,077   —- 
Supplemental Plan      2,272,882   —- 
Craig HowieRetirement Plan      —-   —- 
Supplemental Plan  N/A   —-   —- 
Sanjoy MukherjeeRetirement Plan  19.5   1,143,396   —- 
Supplemental Plan      2,671,560   —- 
Jonathan ZaffinoRetirement Plan      —-   —- 
Supplemental Plan  N/A   —-   —- 
              
(1)The table employs the discount rate of 3.28% at December 31, 2019 and 4.27% at December 31, 2018 for the Retirement Plan and pre-retirement Supplemental Plan. Post retirement, the Supplemental Plan discount rate is 5% for both years. The Mortality Table used for 12/31/2019 is the Pri-2012 White Collar Table with Scale MP-2019 for the Qualified Plan projected to executive’s assumed retirement age. Updated Table 417(e) Mortality is used for the Supplemental Plan post-retirement projected to executive’s assumed retirement age. For 12/31/2018, the Mortality Table used is the Sex distinct RP-2014 White Collar Table adjusted to 2006 with Scale MP-2018 for the Qualified Plan projected to executive’s assumed retirement age. Updated 417(e) Mortality is used for the Supplemental Plan for Post-Retirement projected to executive’s assumed retirement age. The payment form assumes 50% Joint and Survivor for the Retirement Plan (wives assumed to be 4 years younger than their husbands) unless final benefit election has already been made, single life annuity for the Supplemental Plan at earliest unreduced retirement age.
The Assumptions
for the 2019
2022 calculations
related to
Retirement Plan
and the pre-retirementpre
-retirement Supplemental
Plans are
the same
as
those
used
in the
FAS
ASC 715
disclosure
report
for year
ending
December
31, 2019.
2022.
The information above has
been developed assuming
that the participants will
retire at the earliest age at which
they would receive
an unreduced
benefit. Mr. Addesso is past normal retirement age and eligible for unreduced benefits. Mr. Doucette is not eligible to retire with unreduced benefits until age 65.
Mr. Mukherjee
is eligible
to receive
an unreduced
benefit
under the
Retirement
Plan at
age 63
and 10
months
and at
age 60
under
the Supplemental
Retirement
Plan. The number of years of credited service
Employees
hired
after
April
2010
do not
accrue
benefits
in the Retirement Plan is greater than
Defined
Benefit
Plan.
As of
December
31, 2017,
accruals
in the
Supplemental
Retirement
Plan as accruals
were
frozen.
Participants
receive
a non-elective
contribution
in the
Supplemental Plan were frozen effective December 31, 2017.
Savings
74 Everest Re Group, Ltd.
Plan.
Compensation of Executive Officers
20192023 Proxy
Statement
75
2022 NON-QUALIFIED
DEFERRED COMPENSATION
TABLE
The 2019 2022
Non-qualified
Deferred
Compensation
Table
shows
information
about
the Supplemental
Savings
Plan
(1)
and Deferred
Bonus and
Salary Contribution
Plan
Name
Executive
Contributions
in
Last
Fiscal
Year
(2)
Registrant
Contributions
in
Last
Fiscal
Year
(2)
Aggregate
Earnings in
Last
Fiscal
Year
Aggregate
Withdrawal/
Distributions
Aggregate
Balance at
Last
Fiscal
Year-End
(3)
Juan
C. Andrade
Everest
Re Supplemental
Savings Plan(1).
  Executive  Registrant  Aggregate  Aggregate  Aggregate 
  Contributions in  Contributions in  Earnings in  Withdrawal/  Balance at Last 
Name 
Last Fiscal Year(2)
  
Last Fiscal Year(2)
  Last Fiscal Year  Distributions  
Fiscal Year-End(3)
 
Dominic J. Addesso               
Everest Re Supplemental               
Savings Plan $24,519  $194,581  $181,700  $—  $828,789 
John P. Doucette                    
Everest Re Supplemental                    
Savings Plan  16,777   83,923   93,733   —   485,795 
Craig Howie                    
Everest Re Supplemental                    
Savings Plan  8,400   50,800   121,362   —   683,264 
Sanjoy Mukherjee                    
Everest Re Supplemental                    
Savings Plan  9,000   58,929   78,637   —   284,834 
Jonathan Zaffino                    
Everest Re Supplemental                    
Savings Plan  10,915   69,138   44,333   —   254,526 
                     
(1)The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute a percentage of his base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans. When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional discretionary contribution by the Company. Withdrawal is permitted only upon cessation of employment.
28,350
343,950
(2)All of the amounts reported in this column are included in the 2019 Summary Compensation Table.
14,054
(3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan, and such amounts include a combination of: (i) contributions that were reported previously in the Summary Compensation Table as Salary and Non-Equity Incentive Compensation (if such amounts were contributed by the Executive) and All Other Compensation (if such amounts were contributed by the Registrant), and (ii) earnings on such contributions that were not reported in the Summary Compensation Table.

—
Proxy Statement 75967,477
Non-qualified
deferred
bonus and salary
contribution plan
Mike
Karmilowicz
Everest
Re Supplemental
Savings Plan
13,325
118,672
(29,704
)
—
299,365
Non-qualified
deferred
bonus and salary
contribution plan
Mark
Kociancic
Everest
Re Supplemental
Savings Plan
17,100
155,098
(30,009
)
—
266,661
Non-qualified
deferred
bonus and salary
contribution plan
227,640
27,661
255,301
Sanjoy
Mukherjee
Everest
Re Supplemental
Savings Plan
10,350
115,950
(165,345
)
—
673,960
Non-qualified
deferred
bonus and salary
contribution plan
113,750
(5,047
)
108,704
Jim
Williamson
Everest
Re Supplemental
Savings Plan
14,158
115,073
(20,581
)
—
192,197
Non-qualified
deferred
bonus and salary
contribution plan
288,616
78,392
367,007
(1)
The
Supplemental
Savings
Plan
has the
same
investment
elections
as the
Company’s
401(k)
plan
and is
designed
to allow
each
participant to contribute a percentage of
his base salary and receive a company match beyond the contribution limits prescribed
by
the Code
with regard to
401(k) plans. When
the annual IRS
401(a) (17) compensation maximum is
reached under the
qualified
savings
plan,
eligible
employees
may
contribute
to
the
Supplemental
Savings
Plan
which
allows
for
up
to
a
3%
employee
contribution
and a 3%
company
match
plus
an additional
discretionary
contribution
by the
Company.
Withdrawal
is permitted
only upon cessation
of employment.
(2) All
of
the
amounts
reported
in
this
column
are
included
in
the
2022
Summary
Compensation
Table
as
applicable.
(3) The
amounts
reported
in
this
column
represent
the
aggregate
balances
from
the
Everest
Re
Supplemental
Savings
Plan.
Pay Versus Performance Disclosure
76
2023 Proxy
Statement
PAY
VERSUS PERFORMANCE DISCLOSURE
As required
by Section
953(a)
of the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
Item
402(v)
of Regulation S-K,
we are providing the
following information
regarding the relationship
between compensation
actually
paid
to our
Named
Executive
Officers
and the
Company’s
financial
performance.
Pay
Versus
Performance
Table
The table
below
reflects
information
on compensation
both
as reported
in the Summary
Compensation
Table (“SCT
Total Pay”) and
as “compensation
actually
paid”
(or “CAP”)
for the
applicable
fiscal
year for our
principal
executive
officer
(“PEO”)
and
for all
of our
other
named
executive
officers
(“Non-PEO
NEOs”)
(as
an average
for such
year for
the Non-PEO NEOs),
accompanied
by total shareholder
return (TSR) and
Net Income metrics,
as well as Adjusted
Operating
ROE (the Company-selected
measure).
Adjusted Operating
ROE was selected
as the most
relevant and
important
measure
in the
relationship
of
compensation
actually
paid to
NEOs
relative
to
2022 Company
performance.
Adjusted Operating ROE is a
relevant measure in our short-term and long-term
incentive plans for our Named
Executive Officers.
CEO
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs ($)
22
Average
Compensation
Actually
Paid to
Non-PEO
NEOs ($)
Value for Initial Fixed $100
Investmetn13 Based on:
Year
Summary
Compensation
Table
Total for
PEO($)
11
Compensation
Actually
Paid to
PEO ($)
12
Total
Shareholder
Return ($)
15
Peer Group
Total
Shareholder
Return($)
16
Net
Income ($)
Adjusted
Operating
ROE (%)
14
2022
9,106,199
12,022,513
3,275,300
4,098,149
128.89
151.65
597,000,000
11.9
2021
8,866,126
10,939,500
3,185,203
3,763,486
104.19
127.58
1,379,000,000
14.3
2020
8,063,212
5,604,559
3,209,042
2,323,534
86.94
106.96
514,000,000
8
The following
table details
the adjustment
to the SCT
Total Pay Ratio Disclosure
for our PEO to
determine
the CAP
as computed
in
CEO PAY RATIO DISCLOSUREaccordance
with
Item
402(v).
Amounts
do not
reflect
actual
compensation
earned
by or paid
to our
NEOs
during
the

applicable
year. The
PEO did
not participate
in any
defined
benefit
pension
plan.

11
Fiscal Year 2019  2019 
Employee Median Employee  CEO 
Annual Base Salary $114,400  $1,250,000 
Bonus Paid
March 2020		 $20,000  $2,000,000 
Res Share Value Granted
Feb. 2019		 $0  $2,000,000 
Perf Share Target Value Granted
Feb. 2019		 $0  $2,000,000 
Pension Value and Nonqualified Deferred Comp Earnings
PY 2019		 $0  $(21,657)
All Other Compensation
PY 2019		 $10,515  $398,275 
Total Comp $144,915  $7,626,619 
         
In 2019,
Juan C. Andrade
served
as
the
Principal
Executive
Officer
(“PEO”)
of
Everest
for
all
applicable
years
in
this
table.
12
The non-PEO
Named Executive
Officers (“NEOs”)
for 2020 include
John Doucette,
Craig Howie,
Mark Kociancic,
Sanjoy Mukherjee
and Jonathan
Zaffino; for
2021 include: John Doucette, Mike
Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; and for
2022 include: Mike
Karmilowicz,
Mark
Kociancic,
Sanjoy
Mukherjee
and Jim
Williamson.
13
Assumes
$100
invested
on
12/31/19
in
Everest
common
stock,
including
reinvestment
of
dividends.
14
Adjusted Operating ROE
adjusts actual operating ROE by limiting catastrophe activity to 40% of anticipated catastrophe losses in the annual operating
plan and 60% of
actual catastrophe losses for the
current fiscal year.
For 2021 and 2022, the ratio for determining
Adjusted Operating ROE was 50%
anticipated
catastrophe
losses
in
the
operating
plan
and
50%
actual
catastrophe
losses
for the
respective
fiscal
years.
15
For purposes of Everest’s
Pay Versus Performance
Disclosure section, cumulative Total
Shareholder Return is defined
as the change in the total dollar
value
of a given
security
or entire
portfolio
of securities,
over
some
period
of time,
assuming
$100
dollars
of initial
investment. Total
returns
reflect
changes in stock price as well as
all distributions or dividends paid to shareholders. The procedure for calculating an index begins with calculating total
returns for each individual company in the index.
The total return of each company in the index is
calculated by multiplying the closing price of a share
by the ending shares held, based on a
$100 initial investment.
Any
dividends paid are reinvested by
dividing the dividend per
share by the stock
price
on ex-dividend
date,
then
adding
the
additional
new
shares
to the
beginning
shares.
Each
company’s
total
return
is then
weighted
for each
period
based on its market capitalization at the beginning of the period, relative to
the market capitalization of
the entire group.
The market capitalization is
determined
by multiplying
the
price
by the
shares
outstanding
for
each
period. The
sum
of the
weighted
returns
results
in a weighted
average
total
return for each
period. Total
Shareholder Return
in all other sections
of
this proxy refers
to Everest’s
Investor Day
definition, defined as
annual compensation growth
in Book
Value Per
Share
(excluding
Unrealized
Gains
and Losses
on Fixed
Maturity
investments)
plus
Dividends
Per Share.
16
The
S&P
Insurance
(Property
and
Casualty)
Index
is
used
as
Everest’s
peer
group
for
purposes
of
the
pay
versus
performance
disclosure
.
Pay Versus Performance Disclosure
2023 Proxy
Statement
77
PEO
SCT
TOTAL PAY TO
CAP
RECONCILIATION
Fiscal Year
2020
2021
2022
SCT Total
$8,063,212
$8,866,126
$9,106,199
– Grant Date Fair Value
of our CEO Stock Awards Granted in Fiscal Year
$(3,752,544)
$(4,001,805)
$(4,251,644)
+ Fair Value at Fiscal Year
-End of Outstanding Unvested Stock Awards
Granted in Fiscal Year
$3,169,579
$4,525,158
$4,670,907
± Change in Fair Value of Outstanding Unvested
Stock Awards Granted in
Prior Fiscal Years17
$(1,312,596)
$1,402,574
$2,354,332
± Change
in Fair
Value
as of
Vesting
Date of
Stock Awards
Granted
in Prior
Fiscal Years
for Which
Applicable Vesting
Conditions Were
Satisfied During
Fiscal Year18
$(563,092)
$147,447
$142,718
Compensation Actually Paid
$5,604,559
$10,939,500
$12,022,513
The following table details the adjustment
to the median SCT
Total Pay
as the average for our other NEOs to
determine
“compensation
actually paid”
as computed
in accordance
with Item
402(v) for
the other
NEOs. Amounts
do not
reflect
actual
compensation
earned
by or
paid to
our NEOs
during
the applicable
year.
NEO
AVERAGE
SCT
TOTAL PAY TO CAP
RECONCILIATION
Fiscal Year
2020
2021
2022
Average SCT Total
$3,209,042
$3,185,203
$3,275,300
– Grant Date Fair Value
of Stock Awards Granted in Fiscal Year
$(1,799,573)
$(1,164,932)
$(1,276,247)
+ Fair Value at Fiscal Year
-End of Outstanding Unvested Stock
Awards Granted in Fiscal Year
$1,455,572
$1,317,281
$1,402,100
± Change in Fair Value of Outstanding Unvested
Stock Awards
Granted in Prior Fiscal Years19
$(236,502)
$362,214
$563,880
± Change in Fair Value
as of Vesting Date
of Stock Awards Granted
in Prior Fiscal Years
for Which Applicable Vesting
Conditions Were
Satisfied During Fiscal Year20
$(95,518)
$49,873
$114,067
– Change in Actuarial Present Value of Accumulated Benefit
Under Defined Benefit Pension Plan
$(235,821)
$(16,202)
21
N/A
+ Service cost and prior service cost
$26,334
$30,048
$19,050
Average Compensation Actually Paid
$2,323,534
$3,763,486
$4,098,149
17
Difference
between
Fair
Value
from
End
of
Prior Year
to
End
of
Current Year
18
Difference
between
Fair Value
from
End
of
Prior Year
to Vesting
Date
19
Difference
between
Fair
Value
from
End
of
Prior Year
to
End
of
Current Year
20
Difference
between
Fair Value
from
End
of
Prior Year
to Vesting
Date
21
In
2021, the
change
in
actuarial
present
value
was
negative
$11,030
for
Mr. Doucette
and
$81,008
for
Mr. Mukherjee. Under
the
rule, the
change
in
actuarial
present
value
is
deducted
only
if the
value
is positive.
Thus,
only
Mr. Mukherjee’s
value
was
incorporated
into
the
calculation.
22
The change
in actuarial
present
value
for Mr.
Mukherjee
was negative
$600,167
in 2022.
Under
the rule,
the change
in actuarial
present
value
is deducted
only
if
the
value
is positive.
Thus,
this
value
was not
incorporated
into the
calculation.
Pay Versus Performance Disclosure
78
2023 Proxy
Statement
Relationship
Between
Compensation
Actually
Paid
and Financial
Performance
Measures
The
following
graphs
further
demonstrate
the
relationship
between
the
compensation
actually
paid
and
performance
measures
that
are included
in the
preceding
pay versus
performance
tabular
disclosure.
Comparison
of 3
Year Cumulative
TSR
Everest
Re Group,
Ltd.
versus
S&P Property
& Casualty
Insurance
re-20221231p82i1
Compensation Actually Paid (“CAP”) versus Cumulative Total Shareholder Return
(“TSR”)
re-20221231p82i0
Pay Versus Performance Disclosure
2023 Proxy
Statement
79
Compensation Actually Paid (“CAP”) versus Net Income
re-20221231p83i1
Compensation
Actually
Paid
(“CAP”)
versus
Adjusted
Operating
ROE
re-20221231p83i0
Tabular
Disclosure of
the Most
Important Measures Linking
Compensation Actually Paid
in 2022 to
Company
Performance
Below is an
unranked list
of the Company’s
most important
financial
performance
measures used
to link the
PEO
and NEOs’
compensation actually
paid to
Company performance
for 2022.
For further
information regarding
these financial
performance
measures
and their function
in our executive
compensation
program, please
see the
Compensation
Discussion
and
Analysis
section
above.
Pay Versus Performance Disclosure
80
2023 Proxy
Statement
Adjusted Operating ROE
Combined Ratio
Operating Expense Ratio
Total Shareholder Return (as defined at Everest’s Investor Day
23
)
Gross Written Premium Annual Growth Rate
CEO
PAY
RATIO
DISCLOSURE
Fiscal
Year
2022
2022
Employee
Median
Employee
CEO
Annual
Base Salary
$ 136,000
$
1,250,000
Bonus Paid
March
2023
$
12,000
$
2,900,000
Res
Share
Value
Granted
Feb. 2022
$
0
$
2,125,000
Perf
Share
Target
Value
Granted
Feb. 2022
$
0
$
2,125,000
Pension
Value
and
Nonqualified
Deferred
Comp
Earnings
PY 2022
$
0
$
0
All
Other
Compensation
PY 2022
$
15,052
$
704,555
Total
Comp
$ 163,052
$
9,104,555
In 2022,
the
ratio
of the
total
annual
compensation
of our
CEO
to the
median
compensation
of our
employees
was 52.63
55.83 to one.
Methodology
•
Date
selected
to determine
employee
population
for
purposes
of
identifying
the median
employee–
December
1, 2019.
2022.
•
Median
employee
identified
using
Total
Compensation,
which
includes
base
salary,
bonus
and
stock
awards
(if
any),
as
well as
any other
compensation.
• Employees
from
all
Everest
locations
included
in
calculation
to
identify
median.
• Salaries,
bonuses
and
stock
for
non-US
employees
converted
to
USD
(12/1/2022
conversion
rates).
• Salaries
for
part-time
employees
annualized
to
a
full-time
equivalent.
•
Annual
salary,
bonus
and
stock
target
amounts
were
included
for
mid-year
hired
employees
who
were
not
otherwise
eligible
to participate
in the
full 2022
annual
compensation
review
process.
•
“All
Other
Compensation”
includes
insurance
premiums,
allowances,
employer
matching
contributions
(qualified
and
non-qualified),
dividends
on restricted
shares
and employer
discretionary
contributions.
23
Total
Shareholder
Return
as defined
at Everest’s
Investor
Day is
defined
as annual
growth
in Book
Value
Per Share
(excluding
Unrealized
Gains
and
Losses
on Fixed
Maturity
investments)
plus Dividends
Per Share.
Median employee identified using Total Compensation, which includes base salary, bonus, and stock awards (if any) as well as any other compensation.
Employees from all Everest locations included in calculation to identify median.
Salaries, bonuses and stock for Non-US employees converted to USD (12/1/2019 conversion rates).
Salaries for part-time employees annualized to a full-time equivalent.
Annual salary, bonus and stock target amounts were included for mid-year hired employees who were not otherwise eligible to participate in the full 2019 annual compensation review process.
“All Other Compensation” includes life insurance premiums, employer matching contributions (qualified and non-qualified), dividends on restricted shares and employer discretionary contributions.

76 Everest Re Group, Ltd.
Employment, Change of Control and Other Agreements
2023 Proxy
Statement
81
EMPLOYMENT, CHANGE
OF CONTROL
AND OTHER
AGREEMENTS

Employment
agreements
Employment agreements have been entered
into with Messrs. Addesso, Doucette, Howie, Mukherjee
Andrade,
Kociancic,
Karmilowicz,
Williamson
and Zaffino.
Mukherjee. Employment
agreements
are entered
into when
it is
determined
that an
employment
agreement assists
in
obtaining assurance
as to
the executive’s
continued employment
in light
of the
prevailing market
competition for
the
particular
position,
or where
the Compensation
Committee
believes that
an employment
agreement
is appropriate
to
attract an executive
in light of the prevailing market competition for the particular position, or where the Compensation Committee believes that an employment agreement is appropriate to attract an executive in light of
market conditions and
the prior experience of
the executive. Employment agreements
with
key
executive
officers
further
provide
the
Company
protection
against
the
potential
loss
of business
that
could
result
from the departure of
a key executive by including non-disclosure, non-compete and non-solicitation covenants
in such
agreements.
The
terms
of
the
agreement
take
into
consideration
the
executive’s
prior
background,
experience,
compensation,
competitive
conditions
and negotiations
with the
executive.
On February
23, 2022,
the Compensation
Committee
selected
Messrs.
Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and Williamson
to become
participants
in
the
Executive
Incentive
Plan.
Messrs. Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson
are
all
participants
in the
Senior
Executive
Change
of Control
Plan (See
“Change
of Control
Arrangements”).
Juan C. Andrade
. Effective
August 1, 2019,
the Company, Everest
Global and Everest
Holdings entered into
an
employment
agreement
with Mr.
Andrade to
serve as President
and CEO
of those companies.
On December
17,
2021,
Everest
announced
the extension
of Mr.
Andrade’s
employment
agreement
through the
end of
2023 with
automatic annual extensions following
this term. The agreement provides for an annual
salary of $1.25 million, subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
and
eligibility
for an
equity
grant
with
a target
value
of 360%
of his
salary.
The employment
agreement’s
material
terms
for a
termination
on death,
disability
or
a
termination
without
cause
or
resignation
for
good
reason
are
outlined
in
the
sections
and
tables
below.
Mike Karmilowicz
. Mr. Karmilowicz entered
into an employment agreement
with Everest National
Insurance
Company, a member of the agreement take into consideration the executive’s prior background, experience, compensation, competitive conditionsCompany
effective August 3, 2020 continuing
in effect up through and negotiations including
August 3,
2023
to serve
as Executive
Vice
President
and CEO
of the
Company.
Mr.
Karmilowicz’s
base
salary
is $650,000
per
year,
subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
of the
Group’s
Board
of Directors.
During the
term, he
is eligible
to participate
in an annual
incentive bonus
program established
by Group
with the executive. On February 26,a
target
annual
incentive
bonus
of 130%
of his
base
salary.
Mark Kociancic
. Effective October 12, 2020, the Compensation Committee selected Messrs. Addesso, Doucette, Howie, Mukherjee and Zaffino to become participants in the Executive Incentive Plan. They are all participants in the Senior Executive Change of Control Plan. (See “Change of Control Arrangements”).Everest
Dominic J. Addesso. Effective November 20, 2017, the Company, Everest Global and Everest Holdings entered into
an amended employment agreement
with Mr. Addesso
Kociancic
under which he servedcurrently serves as Executive Vice
President of those companies as well as President of Everest Re and the Company until Mr. Addesso’s retirement at the endChief Financial Officer of the contract term Company. The
agreement,
which
terminates
on December 31, 2019. October
12,
2023,
provides
for an
annual
salary
of $875,000,
subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
and
eligibility
for an
equity
grant
with
a target
value
of 170%
of his
salary.
The employment
agreement’s
material
terms
for a
termination
on death,
disability
or a
termination
without
cause
or resignation
for good
reason
are
outlined
in the
sections
and
tables
below.
Sanjoy
Mukherjee
. On
January
1, 2017,
Everest
Global
entered
into
an employment
agreement
with
Mr. Mukherjee
under which
he is
to serve
as the
General Counsel,
Chief Compliance
Officer and
Secretary. The
agreement which had been extended through December 31, 2019,was
automatically renewed
following the agreement’s
initial expiration
date of January
1, 2020 (and
shall continue
in force
unless terminated in accordance with
the terms of
the agreement or as
otherwise agreed by the
parties) and provided
for
an annual salary of $1 million,$500,000, subject to increases,
if any, as determined and approved by the Compensation Committee of Group, and eligibility for an equity grant with a target value of 300% of his salary. The amendment also provided for Mr. Addesso’s continued eligibility to receive PSU not previously forfeited subject to his signing a general release and waiver in the event of his retirement at age 65, death or disability prior to the last day of the restricted period. In the event of his termination without cause or for good reason, the PSU will continue to settle pursuant to their terms. The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below.
John P. Doucette. Effective June 1, 2016, Everest Global entered into an employment agreement with Mr. Doucette under which he serves as President and CEO of the Reinsurance Division of the Company. The agreement, which was automatically renewed following the agreement’s initial expiration date of June 1, 2019 (and shall continue in force unless terminated in accordance with the terms of the agreement or as otherwise agreed by the parties), provided for a base salary of $690,000, subject to increases, if any, as determined and approved by the Compensation Committee of Group. The employment agreement provides for Mr. Doucette’s continued eligibility to receive PSU not previously forfeited subject to his signing a general release and waiver in the event of his retirement at age 65, death or disability prior to the last day of the restricted period. In the event of his termination without cause or for good reason, the PSU will continue to settle pursuant to their terms. The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below.
Craig Howie. On April 1, 2016, Everest Global entered into an employment agreement with Mr. Howie under which he serves as Executive Vice President and Chief Financial Officer of the Company. The agreement provided for an annual base salary of $530,000, subject to increases, if any, as determined and approved by the Compensation Committee of Group, and was automatically renewed following the agreement’s initial expiration date of April 1, 2019 (and shall continue in force unless terminated in accordance with the terms of the agreement or as otherwise agreed by the parties). The employment agreement provides for Mr. Howie’s continued eligibility to receive PSU not previously forfeited subject to his signing a general release and waiver in the event of his retirement at age 65, death or disability prior to the last day of the restricted period. In the event of his termination without cause or for good reason, the PSU will continue to settle pursuant to their terms. The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below.
Sanjoy Mukherjee. On January 1, 2017, Everest Global entered into an employment agreement with Mr. Mukherjee under which he is to serve as the General Counsel, Chief Compliance Officer and Secretary. The agreement was automatically renewed following the agreement’s initial expiration date of January 1, 2020 (and shall continue in force unless terminated in accordance with the terms of the agreement or as otherwise agreed by the parties), provided for an annual salary of $500,000, subject to increases, if any, as determined and approved by the Compensation Committee of Group.Committee. The employment agreement provides for Mr. Mukherjee’s continued
eligibility to receive PSU not
previously forfeited
subject to
his signing
a general
release and
waiver in
the event
of his
retirement at
age 65,
Proxy Statement 77death
or disability
prior
to the
last
day of
the restricted
period.
In the
event
of his
termination
without
cause
or for
good
reason, the
PSU
will
continue
to
settle
pursuant
to
their
terms. The
employment
agreement’s
material
terms
for
a termination
on death,
disability
or a
termination
without
cause
or resignation
for
good
reason
are
outlined
in the
sections and tables below.
On
March
14,
2023,
Everest
announced
that
Sanjoy
Mukherjee
will
be leaving
the
Company
effective
April
21,
2023.
Subject
to the
terms
of the
transition
agreement
entered
into
by Mr.
Mukherjee
and
the Company
dated
March
10,
2023
(the
“Transition
Agreement”),
he will
serve
as an
advisor
to the
Company
from
April
22, 2023
through
July
3,
2023
(the
“Separation
Date”)
and,
for such
services,
he will
receive
a one-time
payment
of $50,000. Subject
to the
terms
of Mr.
Mukherjee’s
employment
agreement
and
the
Transition
Agreement,
Mr.
Mukherjee
will
receive
accrued
payments, vesting of
equity awards, insurance
benefits and a
separation allowance
in accordance with
the terms of his
employment
agreement,
a one-time
payment
of two
years
of his
base
annual
salary
payable
in January
2025
and a
cash
payment
in lieu
of a
tranche
of six
hundred
and
one
(601)
restricted
shares
that
would
otherwise
have
vested
on
November
19,
2024
(based
on the
market
price
of the
Company’s
stock
at the
close
of the
New
York
Stock
Exchange
on the Separation Date).
Employment, Change of Control and Other Agreements
82
2023 Proxy
Statement
Jim Williamson
. Mr. Williamson
entered into
an employment
agreement with
Everest Global
to serve as
Executive Vice
President
and Chief
Operating
Officer
effective
October
1, 2020
and to
continue
in effect
up through
and including
October
1, 2023.
During
the
term,
Mr.
Williamson’s
base
salary
is $700,000
per
annum,
subject
to increases,
if any,
as determined
and approved
by the
Compensation
Committee
of Group’s
Board
of Directors
with a
target
annual
incentive bonus of
130% of base
salary. Effective May 10,
2021, Mr.
Williamson assumed the event of his retirement at age 65, death or disability prior to additional
responsibilities
as
the last day Head
of the restricted period. In the event
Everest Reinsurance
Division.
Change
of his termination without cause or for good reason, the PSU will continue to settle pursuant to their terms. The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below.Control
Arrangements
Jonathan Zaffino. On September 6, 2017, Everest National entered into an employment agreement with Mr. Zaffino under which he serves as Executive Vice President of the Company, and the President and CEO of Everest Insurance®. The agreement which will continue in effect through September 6, 2020 (and shall continue in force unless terminated in accordance with
Company’s
change of
control
arrangements,
embodied
within the terms of the agreement or as otherwise agreed by the parties), provided for an annual base salary of $500,000, subject to increases, if any, as determined and approved by the Compensation Committee. The employment agreement provides for Mr. Zaffino’s continued eligibility to receive PSU not previously forfeited subject to his signing a general release and waiver in the event of his retirement at age 65, death or disability prior to the last day of the restricted period. In the event of his termination without cause or for good reason, the PSU will continue to settle pursuant to their terms. The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below.
Senior
Executive Change
of Control Arrangements. The Company’s change of control arrangements, embodied within the Senior Executive Change of Control
Plan, are
principally intended
to provide
continuity of management
by motivating
executive
officers to
remain with
the Company,
despite the
uncertainty
that arises
in the context
of a change
in
control.
The
Senior
Executive
Change
of Control
Plan
is designed
to be
compliant
with
§409A.
A violation
of §409A
may
subject
an executive
to recognition
of income
with
respect
to nonqualified
deferred
compensation
at the
time
such compensation
becomes vested
plus a
20 percent
tax and
interest.
Accordingly,
in control. Theorder
to comply
with the
requirements
of §409A,
the Senior
Executive
Change of
Control
Plan is designed requires
the participant
to be compliant with §409A. A violation wait
six months
following
a termination
of §409A may subject an executiveemployment
due to recognition
a change
of income with respect to nonqualified deferred compensation at the time such compensation becomes vested plus a 20 percent tax and interest. Accordingly, control
in order to comply with the requirements of §409A, the Senior Executive Change of Control Plan requires the participant to wait six months following a termination of employment due to a change of control in order
to receive
any
payments
under
the plan.
The Change of
Control Plan is administered
by the Compensation Committee, which
selects participants from among
the
senior executives
of the
Company and
its subsidiaries.
Among others,
the Compensation
Committee has
selected
Mr. Addesso,
Andrade,
Mr. Doucette,
Karmilowicz,
Mr. Howie,
Kociancic,
Mr.
Williamson
and
Mr.
Mukherjee and Mr. Zaffino
to participate
in the
plan.
The Senior
Executive
Change of
Control Plan
provides
that if,
within two
years after
the occurrence
of a material
change (as
(as defined
in the
plan)
a participant
terminates
his or
her employment
for good
reason (as
(as defined
in the
plan)
or the
Company
terminates
the participant’s
employment
for any
reason
other
than
for due
cause (as
(as defined
in the plan),
then (a)
all of the
participant’s outstanding
share options
granted under
the Company’s
stock plans
shall
immediately vest
and remain
exercisable for
three months
following termination
of employment;
(b) all restrictions
on
the
participant’s
restricted
shares
awarded
under
the
Company’s
share
plans
shall
immediately
terminate
and
lapse, (this
(this
does
not
include
PSU
which
are
not
subject
to the
Senior
Executive
Change
of Control
Plan);
(c) the
participant
shall receive a
cash payment six
months after termination
equal to the
participant’s average salary
and annual
incentive
bonus
for the
three
most
recent
taxable
years (or
(or such
shorter
period
as may
be applicable)
multiplied
by
a number
between
2.00 and
2.99 as
determined
by the
Compensation
Committee (for
(for Mr. Addesso,
Andrade,
the number
is 2.5, 2.5;
for Messrs. Doucette, Howie,
Karmilowicz,
Kociancic,
Williamson
and Mukherjee and Zaffino
the number
is 2.00);
(d) the
participant
shall
continue
to be
covered
under
the
Company’s
medical
and dental
insurance
plans
for a
period
of two
years
from
the
date of
termination;
and (e)
the participant
shall
receive “special
“special
retirement
benefits”
in an amount
that will
equal
the retirement
benefits
he or
she would
have received
under
the Everest
Reinsurance
Retirement
Plan and/or
the
Everest Reinsurance
Employee Saving
Plan and any
supplemental,
substitute
or successor
plans adopted
by the
Company had
he or
she continued
in the
employ of
the Company
for a
two year
period following
termination. Special
Retirement
benefits
shall
be paid
six months
after
termination.
The Senior
Executive
Change
of Control
Plan
includes
a “Best
Net”
provision
regarding
the determination
and
treatment
of parachute
payments.
Under
the “Best
“Best
Net”
provision,
in lieu
of an
automatic
reduction
in benefits
in the
event of
an excess
parachute
payment that
triggers
the excise
tax, benefits
are reduced
to avoid
an
excess parachute payment only if
doing so results in a higher
after-tax benefit to the participant. The participant
and the Company
shall agree on
a national accounting
firm to perform the
calculations necessary to determine
the
amount of the parachute payment,
as well as the maximum amount the participant
would be entitled to
receive
without
being
subject
to
the
excise
tax. The
PSU
award
is
not
subject
to
the
Change
in
Control
Plan
and
is
governed
by the
Performance
Stock
Unit
Award
Agreement
and any
pertinent
employment
agreement.
Potential
Payments
Upon
Termination
or Change
in Control
The PSU award
tables
below
give
a reasonable
estimate
of the
incremental
amount
of compensation
that
might
be paid
to each
of the
Named Executive
Officers in
the event
of termination
of his
employment on
December 31,
2022. The
amounts
shown
assume
that
such
termination,
change
in control,
death
or disability
was effective
as of
December
31, 2022
and
includes
estimates
of amounts
to which
the Named
Executive
Officer
might
be entitled
incremental
to what
he
earned
during
such
time.
The
actual
amounts
to be
paid
out
can
only
be determined
at the
time
of such
executive’s
separation
from
the Company
and may
be changed
at the
discretion
of the
Compensation
Committee.
Payments
Made Upon
Termination.
Regardless
of the manner
in which
a Named
Executive
Officer’s
employment
terminates,
he is not subject
entitled
to
receive
amounts
earned
during
his
term
of employment.
Such
amounts
include:
accrued
salary,
amounts
contributed
under
the Change in Control Employee
Savings
Plan
and
the Supplemental
Savings
Plan
(see
Non-qualified
Deferred
Compensation
Table)
and amounts
accrued
and vested
through
the Company’s
Retirement
Plan and is governed
the
Supplemental Retirement
Plan. (See Pension
Benefits Table.) The
retirement plans offer
a survivor annuity,
if elected by the Performance Stock Unit Award Agreement and any pertinent employment agreement.
78 Everest Re Group, Ltd.the
participant.
For
a
termination
for
good
reason
or
without
cause,
each
of
Messrs. Andrade,
Karmilowicz,
Kociancic,
Employment, Change of Control and Other Agreements
Potential Payments Upon Termination or Change in Control2023 Proxy
Statement
The tables below give
83
Williamson
and
Mukherjee
would
be eligible
to earn
all
remaining
installments
of PSU
subject
to his
signing
a reasonable estimate waiver
of all
claims,
and
certain
non-compete
agreements
under
the
terms
of the incremental amount of compensation that might be paid to each of the Named Executive Officers in the event of termination of his
employment on December 31, 2019.
agreements
would
apply.
All
The amounts shown assume that such termination, change in control, death or disability was effective as of December 31, 2019 and includes estimates of amounts to which the Named Executive Officer might be entitled incremental to what he earned during such time. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company and may be changed at the discretion of the Compensation Committee of the Company’s Board of Directors.
Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include: accrued salary; amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non-qualified Deferred Compensation Table) and amounts accrued and vested through the Company’s Retirement Plan and the Supplemental Retirement Plan. (See Pension Benefits Table.) The retirement plans offer a survivor annuity, if elected by the participant. For a termination for good reason or without cause, each of Messrs. Addesso, Doucette, Howie, Mukherjee and Zaffino would be eligible to earn all remaining installments of PSU subject to his signing a waiver of all claims, and certain non-compete agreements under the terms of the employment agreements would apply. All other PSU would be forfeited.
As noted
above,
on March
14,
2023,
Everest
announced
that
Sanjoy
Mukherjee
will
be leaving
the Company
effective
April
21, 2023.
Subject
to the
terms
of the
Transition
Agreement,
he will
serve
as an
advisor
to the
Company
from
April
22, 2023
through July
3, 2023
(the
“Separation
Date”)
and, for
such
services, he
will
receive
a
one-time
payment
of
$50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the Transition Agreement,
Mr.
Mukherjee
will
receive accrued
payments,
vesting
of equity
awards, insurance
benefits
and a
separation
allowance
in
accordance
with
the
terms
of
his
employment
agreement,
a one-time
payment
of two
years
of his
base
annual
salary
payable
in January
2025
and
a cash
payment
in lieu
of a
tranche
of six
hundred
and
one
(601)
restricted
shares
that
would
otherwise
have
vested
on November
19,
2024
(based
on the
market
price
of the
Company’s
stock
at the
close
of the
New York
Stock Exchange
on the
Separation Date).
Payments
Made
Upon Retirement.
Retirement.
In the
event
of retirement,
in addition
to the
items
above,
all
who are
eligible
will
receive
the pension
benefits
shown
in the
Pension
Benefits
Table
with a
reduction
for early
retirement.
Generally,
subject to
satisfaction of
the express
terms of
the pertinent
equity award
agreement that
defines retirement
as
reaching
the
age of
65 or
older
and a
voluntary
termination
of employment,
outstanding
restricted
shares
vest
as a
result
of retirement
with
the consent
of the
Compensation
Committee.
PSU are
forfeited
if retirement
occurs
prior
to age 65.
In the event of retirement, in addition to the items above, all who are eligible will receive the pension benefits shown in the Pension Benefits Table with a reduction for early retirement. Generally, subject to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement with the consent of the Compensation Committee. PSU are forfeited if retirement occurs prior to age 65. In the event
of retirement at
age 65 or
older but prior
to the conclusion
of the restricted
period (3rd
anniversary of grant
date), the participant
remains eligible
to receive all
remaining installments
of PSU. The settlement
date of
PSU for
completed installment
periods would
be the
60-day anniversary
of the
retirement. The
remaining
PSU
would
be settled
between
the certification
that
performance
criteria
have
been
met and
March
15th
of the calendar
year following
the last
performance period.
Payments Made Upon Death
or Disability. Disability.
In the event of death or disability,
in addition to the benefits
listed under the
headings
above,
the Named
Executive
Officer
will
receive
benefits
under
the
Company’s
disability
plan
or payments
under the
Company’s disability plan or payments under the Company’s
life insurance
program,
as available
to employees
generally.
Pursuant
to the
terms of
their
employment
agreements,
in the
event
of
the
death
or
disability
of
Mr. Addesso,
Andrade,
Mr. Doucette,
Williamson,
Mr. Howie,
Karmilowicz,
Mr.
Kociancic, or Mr. Mukherjee, or Mr. Zaffino, any incentive
bonus earned but not yet
paid for the completed full
fiscal year immediately
preceding
the
employment
termination
date
would
be paid.
So,
assuming
a hypothetical
death
or disability
of those
Named Executive Officers on December 31, 2019, 2022,
each would be entitled to any incentive bonus earned but not yet paid
relating
to fiscal 2019
2022
performance.
Such
bonus
amounts
would
have
been $2,000,000
$2,900,000
for Mr. Addesso, $920,000
Andrade,
$1,070,750
for
Mr. Doucette, $500,000
Karmilowicz,
$1,273,900
for
Mr. Howie, $625,000
Kociancic,
$900,000
for
Mr.
Mukherjee
and $1,082,000
$1,167,000
for
Mr. Zaffino
Williamson
as
reported
in the
Summary
Compensation
Table.
In the event of the
death or disability of
any of the Named Executive
Officers, unvested share
options become
exercisable and the restrictions
on restricted shares
lapse. The following table lists
the value of
equity awards for
each
Named Executive
Officer
at the
NYSE closing
price of $276.84
$331.27
at 2019 year end 2022
year-end
as if
all vested
on December 31, 2019.
30,
2022.
For
PSU,
in the
event
of death
or disability
prior
to the
conclusion
of the
restricted
period (3rd
(3rd
anniversary
of
grant
date),
the
participant
remains
eligible
to receive
all
remaining
installments
of PSU.
The
settlement
date
of PSU
for completed
installment
periods
would
be the
60-day
anniversary
of the
death
or disability.
The remaining
shares
would
be settled
between
the
certification
of the
performance
and
the
March
15th
of the
calendar
year
following
the
last performance period.
Proxy Statement 79The number of
shares that would be
delivered in the event
of
an executive’s retirement at age
65 or death or
disability
is
valued as
of December
31, 2022
in the
table below.
Name
PSU
Restricted
Shares
Total
Juan C.
Andrade
$6,861,327
$10,955,761
$17,817,088
Mike
Karmilowicz
$1,069,123
$
2,277,150
$
3,346,273
Mark
Kociancic
$1,141,264
$
6,424,982
$
7,566,246
Sanjoy
Mukherjee
$1,276,790
$
2,426,553
$
3,703,343
Jim Williamson
$
853,116
$
2,790,950
$
3,644,066
Employment, Change of Control and Other Agreements
The amount of shares that would be delivered in the event of an executive’s retirement at age 65 or death or disability is valued as of December 31, 2019 in the table below.84
Name PSU  Restricted Shares  Total 
Dominic J. Addesso $4,821,141  $8,586,746  $13,407,887 
John P. Doucette  1,145,332   3,677,266   4,822,598 
Craig W. Howie  626,967   1,653,565   2,280,532 
Sanjoy Mukherjee  742,383   2,393,005   3,135,388 
Jonathan Zaffino  696,968   3,027,245   3,724,213 
2023 Proxy
Statement
Termination
or
Change
of Control
As
described
above, each
of
the
Named
Executive
Officers
is
a
participant
in
the
Company’s
Senior
Executive
Change
of
Control
Plan.
Payments
are made
under
the plan
to the respective
Named
Executive
Officer
if he suffers
a covered
termination of employment within two years following
a change in control. The table below gives a reasonable
estimate
of what
might
be paid
to each
Named
Executive
Officer
in the
event
of a covered
termination
of his
employment
on
December
31, 2019
2022,
based
on the
plan
terms
in effect
at that
time.
Messrs. Addesso, Doucette, Howie, Mukherjee
Andrade,
Karmilowicz,
Kociancic,
Williamson
and Zaffino’s Mukherjee’s
employment
agreements
separately
address
payments
that
may
be made
and
benefits
continued
in the
event
of a
termination
without
due
cause
or resignation
for good
reason,
outside
of a
change
in control,
as defined
in the
respective
agreements.
NameIncremental Benefit Termination Without
Cause or Resignation
for Good Reason		     Termination
Following
Change in Control		    
Dominic J. AddessoCash Payment 
$
4,500,000
    
(1) 
 
$
7,527,243
    
(5) 
Restricted Stock Value  
8,586,746
    
(2) 
  
8,586,746
    
(6) 
PSU Value  
4,821,141
    
(3) 
  
4,821,141
    
(7) 
Benefits Continuation  
32,840.52
    
(4) 
  
25,000
     
Pension Enhancement  
—
       
—
     
Total Value 
$
17,940,928
      
$
20,960,130
    
(8) 
John P. DoucetteCash Payment 
$
2,670,000
    
(1) 
 
$
3,140,256
    
(5) 
Restricted Stock Value  
1,055,037
    
(2) 
  
3,677,266
    
(6) 
PSU Value  
1,145,332
    
(3) 
  
1,145,332
    
(7) 
Benefits Continuation  
23,454.34
    
(4) 
  
35,000
     
Pension Enhancement  
—
       
584,000
     
Total Value 
$
4,893,823
      
$
8,581,854
    
(8) 
Craig HowieCash Payment 
$
1,620,000
    
(1) 
 
$
2,119,282
    
(5) 
Restricted Stock Value  
570,290
    
(2) 
  
1,653,565
    
(6) 
PSU Value  
626,967
    
(3) 
  
626,967
    
(7) 
Benefits Continuation  
23,454.34
    
(4) 
  
35,000
     
Pension Enhancement  
—
       
299,000
     
Total Value 
$
2,840,711
      
$
4,733,814
    
(8) 
Sanjoy MukherjeeCash Payment 
$
1,825,000
    
(1) 
 
$
2,223,385
    
(5) 
Restricted Stock Value  
701,236
    
(2) 
  
2,393,005
    
(6) 
PSU Value  
742,383
    
(3) 
  
742,383
    
(7) 
Benefits Continuation  
16,371.13
    
(4) 
  
24,000
     
Pension Enhancement  
—
       
477,000
     
Total Value 
$
3,284,990
      
$
5,859,773
    
(8) 

Name
80 Everest Re Group, Ltd.Incremental
Benefit
Termination
Without
Cause or
Resignation
for Good
Reason
Termination
Following
Change
in
Control
Juan C.
Andrade
Cash
Payment
$
5,400,000
(1)
8,915,065
(5)
Restricted
Stock
Value
$
5,085,657
(2)
10,955,761
(6)
PSU Value
$
3,741,757
(3)
6,861,327
(7)
Benefits
Continuation
$
57,092
(4)
40,000
Pension
Enhancement
1,393,000
Total
Value
$
14,284,506
28,165,153
(8)
Mike
Karmilowicz
Cash
Payment
$
2,620,750
(1)
2,684,841
(5)
Restricted
Stock
Value
$
692,354
(2)
2,277,150
(6)
PSU Value
$
511,927
(3)
1,069,123
(7)
Benefits
Continuation
$
28,888
(4)
40,000
Pension
Enhancement
443,000
Total
Value
$
3,853,919
6,514,114
(8)
Mark
Kociancic
Cash
Payment
$
3,023,900
(1)
3,350,934
(5)
Restricted
Stock
Value
$
1,895,858
(2)
6,424,982
(6)
PSU Value
$
367,086
(3)
1,141,264
(7)
Benefits
Continuation
$
28,546
(4)
40,000
Pension
Enhancement
553,000
Total
Value
$
5,315,390
11,510,180
(8)
Sanjoy
Mukherjee
Cash
Payment
$
2,200,000
(1)
2,815,693
(5)
Restricted
Stock
Value
$
850,039
(2)
2,426,553
(6)
PSU Value
$
1,276,790
(3)
1,276,790
(7)
Benefits
Continuation
$
18,465
(4)
26,000
Pension
Enhancement
801,000
Total
Value
$
4,345,294
7,346,036
(8)
Jim Williamson
Cash
Payment
$
2,767,000
(1)
2,824,616
(5)
Restricted
Stock
Value
$
741,382
(2)
2,790,950
(6)
PSU Value
$
265,444
(3)
853,116
(7)
Benefits
Continuation
$
28,924
(4)
40,000
Pension
Enhancement
408,000
Total
Value
$
3,802,750
6,916,682
(8)
Employment, Change of Control and Other Agreements

2023 Proxy
NameIncremental Benefit Termination Without
Cause or Resignation
for Good Reason		     Termination
Following
Change in Control		    
Jonathan ZaffinoCash Payment 
$
2,682,000
    
(1) 
 
$
2,133,718
    
(5) 
Restricted Stock Value  
854,605
    
(2) 
  
3,027,245
    
(6) 
PSU Value  
696,968
    
(3) 
  
696,968
    
(7) 
Benefits Continuation  
25,574.26
    
(4) 
  
36,000
     
Pension Enhancement  
—
       
276,000
     
Total Value 
$
4,259,147
      
$
6,169,931
    
(8) 
                  
Statement
(1)Pursuant to the terms of the Mr. Addesso’s employment agreement, he would be paid a separation allowance in equal installments over a 24 month period equal to two times his base salary. Messrs. Doucette, Mukherjee, Howie and Zaffino would each be paid two times his base salary over a 12 month period. All would receive any annual incentive bonus earned but not yet paid for the completed full fiscal year prior to termination.
85
(1)
Pursuant
to the
terms
of the
Mr. Andrade’s
employment
agreement,
he would
be paid
a separation
allowance
in equal
installments
over
a 24-month period
equal
to two
times
his
base
salary.
Messrs.
Mukherjee,
Karmilowicz,
Kociancic
and
Williamson
would
each
be paid
two
times
his
base
salary
over
a 12-month
period.
All
would
receive
any
annual
incentive
bonus
earned
but
not
yet
paid
for
the
completed
full
fiscal
year
prior
to
termination.
(2)
Pursuant
to the
terms
of the
Named
Executive
Officer’s
employment
agreement,
unvested
restricted
stock
will
continue
to vest
in accordance
with its
terms
in the
12-month
period
following
termination
for Messrs.
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson.
For
Mr. Andrade,
unvested
stock
would
continue
to vest
for only
the portions
related
to his
initial
$10 million
equity
grant.
(3) Under
the
terms
of
their
respective
employment
agreements, Mr. Mukherjee
would
receive
the
PSU
installments
pursuant
to
(2)Pursuant to achieved
performance
goals
throughout
the
life
of the
PSU.
Messrs.
Andrade,
Kociancic
and
Williamson
would
receive
the terms of the Named Executive Officer’s employment agreement, unvested restricted stock will continue to vest in accordance with its terms in the 12 month period following termination for Messrs. Doucette, Mukherjee, Howie and Zaffino, For Mr. Addesso, unvested stock would continue to vest for 24 months in accordance with its terms.
PSU
installments
pursuant
to
any
performance
goals
achieved
prior
to
departure
from
the
Company.
The
remaining
PSU
(3)Under the terms of their respective employment agreements, Messrs. Addesso, Howie, Doucette, Mukherjee and Zaffino would receive the PSU installments pursuant to achieved performance goals. The remaining PSU installments will vest pursuant to the Performance Stock Unit Award Agreement terms and are valued installments
will vest pursuant
to the Performance
Stock Unit
Award Agreement
terms and are valued
at the target performance (100%) for purpose of this table.
performance
(100%)
for purpose
of this
table.
(4)Pursuant to the terms of the Named Executive Officer’s employment agreement, he shall continue to participate in the disability and life insurance programs until the earlier of a certain number of months or his eligibility to be covered by comparable benefits of a subsequent employer and he will receive a cash payment to enable him to pay for medical and dental coverage for a certain number of months. For Mr. Addesso, the number is 24, for Messrs. Doucette, Howie, Mukherjee, and Zaffino, it is 12.
Pursuant
to the
terms
of the
Named
Executive
Officer’s
employment
agreement,
he shall
continue
to participate
in the
(5)The Senior Executive Change of Control Agreement provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years times a factor assigned disability
and
life
insurance
programs
until
the earlier
of a
certain
number
of months
or his
eligibility
to be
covered
by the Board. The factor is 2.0 for Messrs. Doucette, Howie, Mukherjee and Zaffino and 2.5 for Mr. Addesso.
comparable
benefits
of a
subsequent
employer
and
he will
receive
a cash
payment
to enable
him
to pay
for
medical
and
(6)The unvested equity awards for each Named Executive Officer are valued at the NYSE closing price of $276.84 at 2019 year end as if all vested on December 31, 2019.
dental coverage
for a certain
number of
months. For
Mr. Andrade,
the number
is 24, for
Messrs. Mukherjee,
Karmilowicz,
Kociancic and
Williamson it
is 12.
(7)In the event of a Change in Control, the Company may elect to continue the Performance Stock Awards subject to the 2010 Stock Incentive Plan and Performance Stock Unit Award Agreement. According to the award agreement, completed installments are valued according to the actual achievement factor, and the remaining installments are valued at the target performance (100%).
(5) The Senior Executive Change
of Control Agreement
provides for a cash
payment that equals
the average of the executive’s
salary and bonus for the previous three years times a
(8)The Senior Executive Change of Control Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially result in a reduced figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the Company. Under the provision, in lieu of an automatic reduction in benefits in the event of an excess parachute payment that triggers the excise tax, benefits are reduced to avoid an excess parachute payment only if doing so results in a higher after-tax benefit to the participant.
factor assigned by the Board. The factor is 2.0 for

Messrs. Mukherjee,
Proxy Statement 81
Karmilowicz,
Kociancic
and
Williamson
and
2.5
for
Mr.
Andrade.
(6)
The unvested
equity
awards
for
each
Named
Executive
Officer
are valued
at the
NYSE
closing
price
of $331.27
at 2022
year-end
as if
all vested
on December
31,
2022.
(7)
In the
event
of a Change
in Control,
the Company
may elect
to continue
the Performance
Stock
Awards
subject
to the
2010 Stock
Incentive
Plan and
Performance
Stock Unit
Award
Agreement.
According
to the
award
agreement,
completed
installments are valued according to the actual achievement factor, and the remaining installments
are valued at the target
performance (100%).
(8)
The
Senior
Executive
Change
of Control
Plan
includes
a “Best
Net”
provision
regarding
the determination
and treatment
of parachute payments that
could potentially result
in a reduced figure based
on each participant’s relevant
circumstances
as calculated
by an
accounting
firm agreed
to by the
participant
and the
Company.
Under
the provision,
in lieu
of an
automatic
reduction
in benefits
in the
event
of an
excess
parachute
payment
that triggers
the excise
tax,
benefits
are
reduced
to avoid
an excess
parachute
payment
only
if doing
so results
in a
higher
after-tax
benefit
to the
participant.
Compensation Committee Interlocks and Insider
Participation
86
2023 Proxy
Statement
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

During
2022,
During 2019, the Compensation
Committee
was comprised
of John
J. Amore,
William
F. Galtney,
Jr., John
A. Graf,
Meryl Hartzband, Gerri Losquadro, Roger M.
Singer and John A. Weber
until his passing, all of whom
are Non-Employee Non-
Employee
Directors
of the
Company
and
none
of whom
is or
has
been
an officer
of the
Company.
No Compensation Committee interlocks existed during 2019.
82 Everest Re Group, Ltd.Committee
interlocks
existed
during
2022.
Proposal No. 2—Appointment of Independent Auditors
2023 Proxy
Statement
87
PROPOSAL
NO.
2—APPOINTMENT
OF
INDEPENDENT AUDITORS

AUDITORS
The Board of
Directors recommends that you
vote FOR the
appointment of PricewaterhouseCoopers
LLP, an
independent registered public accounting firm, as
the Company’s independent auditor for the
year ending December
31, 2020
2023 and
the authorization
of the Board
of Directors
acting
by the Audit
Committee
of the Board
of Directors
to
determine
the independent
auditor’s
remuneration.
Proxies
will
be so
voted
unless
shareholders
specify
otherwise
in their proxies.
PricewaterhouseCoopers
LLP
has
been
appointed
to serve
as the
Company’s
auditor
each
year
at the
Annual
General
Meeting of Shareholders
pursuant to the Board’s recommendation,
which is based on the
recommendation of the Audit
Committee. For
the 2020 2022
Annual General
Meeting, and
in accordance
with the
Sarbanes-Oxley Act
of 2002 (“
(“Sarbanes
Oxley”),
the Audit
Committee
has evaluated
the performance
and independence
of PricewaterhouseCoopers
LLP
and has
recommended
their appointment
as the
Company’s
independent
auditor
for the
year ending
December
31, 2020.
2023.
In making
its
recommendation,
the
Audit
Committee
reviews
both
the audit
scope
and
estimated
fees
for
professional
services
for the
coming year.
Representatives
of PricewaterhouseCoopers
LLP will
be present
at the 2020
2023 Annual
General Meeting,
will have
the opportunity
to make
a statement
if they so
desire and
will be available
to
respond
to appropriate
questions
from shareholders.
Proxy Statement 83
Proposal No. 3—Non-Binding Advisory Vote on
Executive Compensation
88
2023 Proxy
Statement
PROPOSAL
NO.
3—NON-BINDING
ADVISORY
VOTE
ON
EXECUTIVE COMPENSATION

The Board
of Directors
recommends
that
you
vote FOR
the non-binding
advisory
approval
of the
Named
Executive
Officers’ compensation. Proxies will be
so voted unless shareholders
specify otherwise in their
proxies. Proxies given
by
beneficial holders to shareholders of record may not
be so voted unless beneficial holders specify
a vote for
approval in their proxies.
The Dodd-Frank Wall Street Reform
and Consumer Protection Act
of
2010, or the Dodd-Frank Act, enables shareholders
to
vote
to
approve, on
an
advisory
(nonbinding)
basis, the
compensation
of
the
Company’s
Named
Executive
Officers
as
disclosed
in this
Proxy
Statement
in accordance
with
the rules
of the
SEC.
As described
in detail
under the
heading
“Executive
Compensation
– Compensation
Discussion
and Analysis”,
the
Company’s
executive
compensation
program
is designed
to attract,
reward
and retain
talented
executives
whose
abilities
are critical
to the
success
of the
Company
and its
long-term
goals of
profitability
and strong
shareholder
returns. Please
read the
“Compensation
Discussion and
Analysis” discussion
for additional
details about
our executive
compensation
programs,
including
information
about
the fiscal
year 2022
compensation
of our
Named
Executive
Officers.
Shareholders
are being
asked
to indicate
their
support
for the
Company’s
Named
Executive
Officer
compensation
as described
in this
Proxy
Statement,
which
includes
the “Compensation
Discussion
and
Analysis”
section
and the
compensation
tables
and related
narrative
disclosure.
This
proposal,
commonly
known
as a
“say-on-pay”
proposal,
gives
shareholders
the
opportunity
to
express
their
views
on
our
Named
Executive
Officers’
compensation. This
vote
is
not
intended
to address
any
specific
item
of compensation,
but
rather
the
overall
compensation
of the
Company’s
Named
Executive
Officers
and
the
philosophy,
policies
and practices
described
in this
Proxy
Statement.
Accordingly,
the
Board
recommends
that
you
vote
“FOR”
on
an
advisory
basis
the
compensation
of the
Named
Executive
Officers.
The
say-on-pay
vote
is advisory
and,
therefore,
not binding
on the
Company,
the Compensation
Committee
or the
Board of
Directors.
However,
the Board
of Directors
and the
Compensation
Committee
value the
opinions
of the
Company’s
shareholders
and will
review
the voting
results
and consider
shareholder
concerns.
Proposal No.
4—Non-Binding Advisory
Vote on
the Frequency of
the Advisory
Vote on
Executive Compensation
2023 Proxy
Statement
89
PROPOSAL
NO. 4—NON-BINDING
ADVISORY
VOTE
ON THE FREQUENCY
OF THE ADVISORY
VOTE ON
EXECUTIVE COMPENSATION
For the reasons set forth below, the
Board of Directors recommends a vote for frequency
of “EVERY YEAR” for
future
non-binding
shareholder
votes
on executive
compensation.
Proxies
will
be voted
unless
shareholders
specify
otherwise
in their
proxies.
Proxies
given
by beneficial
holders
to shareholders
of record
may
not
be so
voted
unless
beneficial
holders specify
a vote
for frequency
of “EVERY
YEAR” in
their proxies.
Pursuant to
Rule 14a-21 under
the Exchange Act,
we are
required to submit
to shareholders an
advisory, non-binding vote
asking them to indicate how frequently we should seek an advisory (nonbinding) basis,vote on the compensation of the Company’s
Named
Executive
Officers,
as
disclosed
pursuant
to
the
SEC’s
compensation
disclosure
rules,
such
as
Proposal
No. 3
of
this
Proxy
Statement.
By voting
on this
Proposal
No.
4, shareholders
may
indicate
whether
they
would
prefer
an
advisory
vote on Named Executive Officers as disclosed in this Proxy Statement in accordanceOfficer compensation once every one, two or
three years, or they can abstain from
voting.
The advisory vote by
the Company’s shareholders
on frequency is distinct
from the advisory
vote on the compensation
of the Company’s Named Executive Officers. This deals with the rulesissue of how
frequently an advisory vote on
compensation
should be
presented
to shareholders
and, in
this regard,
shareholders
may provide
advice on
the
following resolution:
“Resolved
that
the compensation
of the
Company’s
Named
Executive
Officers
be submitted
to shareholders
for an
advisory vote:
1.
Every
year
(annual);
2.
Every
two
years
(biennial);
or
3.
Every
three
years
(triennial).”
You
may
vote
for
one
of
these
three
alternatives,
or
you
may
abstain
from
making
a
choice.
After careful
consideration of
this Proposal,
the Board
of Directors
has determined
that an
advisory vote
on executive
compensation that
occurs every
year (annually)
is the most
appropriate alternative
for the Company,
and therefore the
Board
of
Directors
recommends
that
you
vote
for
a
one-year
interval
for
the
advisory
vote
on
executive
compensation.
In formulating
its recommendation,
the Board
of Directors
considered
the fact
that the
Compensation
Committee
and
the Board
evaluate,
adjust
and approve
Named
Executive
Officer
compensation
on an
annual
basis.
The
Board
believes
that having
an annual
advisory
vote on
executive
compensation
will allow
shareholders
to provide
timely
input
on our
compensation
philosophy,
policies
and
practices
as disclosed
in the
Proxy
Statement
every
year.
Additionally,
an annual
advisory
vote
on executive
compensation
is consistent
with
the Board’s
desire
to seek
input
from
shareholders
on our
executive
compensation
philosophy,
policies
and practices.
The
option
of one
year,
two
years,
or three
years
that
receives
the
highest
number
of votes
cast
by shareholders
will
be
the
frequency
for
the
advisory
vote
on executive
compensation
that
has
been
selected
by shareholders.
However,
because
this
vote
is advisory
and
not
binding
on the
Board
of Directors
in any
way,
the
Board
may
decide
that
it is
in
the best
interests of our
shareholders and the
Company to hold
an advisory vote
on executive compensation more
or
less
frequently
than the
option
approved
by shareholders.
Proposal
No.
5—
Change
the
Name
of the
Company
from
Everest
Re
Group,
Ltd.
to
Everest Group,
Ltd.
and
to
Amend
our
Bye-Laws
Accordingly
90
2023 Proxy
Statement
PROPOSAL NO. 5—CHANGE
THE NAME OF THE
COMPANY FROM
EVEREST RE
GROUP, LTD.
TO
EVEREST
GROUP,
LTD.
AND
TO
AMEND
OUR
BYE-LAWS
ACCORDINGLY
The Board of Directors recommends
that you vote FOR
a resolution, pursuant to Section
10 of the SEC.Bermuda
Companies
As described in detail under Act 1981
(the heading “Executive Compensation – Compensation Discussion “Act”),
to change
the name
of the
Company from
“Everest Re
Group, Ltd.”
to “Everest
Group, Ltd.”
and Analysis”, the Company’s executive compensation program is designed to attract, reward, and retain talented executives whose abilities are critical an
accompanying
amendment
to the success
Company’s
Bye-laws,
Proxies
will
be so
voted
unless
shareholders
specify
otherwise
in their
proxies.
Proxies
given
by beneficial
holders
to shareholders
of the Company and its long term goals of profitability and strong shareholder returns. Please read the “Compensation Discussion and Analysis” discussion record
may
not
be so
voted
unless
beneficial
holders
specify
a vote
for additional details about our executive compensation programs, including information about the fiscal year 2019 compensation of our Named Executive Officers.approval
in their
proxies.
Shareholders are being asked to indicate their support for
consider and approve the
resolution to change the
Company’s Named Executive Officer compensation name and the
accompanying
Bye-law
amendment
as described in this Proxy Statement, which includes the “Compensation Discussion
below.
Under
Sections
10(1),
13(5)
and Analysis” section and the compensation tables and related narrative disclosure. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation 77
of the Company’s Named Executive Officers
Act and
Sections
44 and
98 of
our Bye-laws,
our shareholders
must
approve
the philosophy, policies resolution
and practices described in this Proxy Statement. Accordingly,accompanying
Bye-law
amendment
by the
affirmative
vote of
a majority
of the
votes
cast
at the
Annual
General
Meeting.
The Board
has unanimously
approved
the name
change
resolution
and accompanying
Bye-law
amendment
and recommends
their
approval
and
adoption by the shareholders.
The
name
change
proposal
reflects
Everest’s
positioning
and
commitment
to underwrite
opportunity
for
colleagues,
customers,
shareholders
and
communities
worldwide,
across
both
its
insurance
and
reinsurance
platforms.
We have
been
expanding
our
primary
insurance
business
to benefit
more
people
and
places
worldwide,
while
simultaneously
building
on
our
position
as
a
preeminent
global
reinsurance
leader
and
preferred
partner. Because
of
the
association
of
the word “Re” with reinsurance, the Board recommendsbelieves that you vote “FOR” on an advisory basis the compensationcurrent name of the Named Executive Officers.
The say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of the Company’s shareholders, will review the voting results, and will consider shareholder concerns.
84 Everest Re Group, Ltd.
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN

The Board of Directors recommends that you vote FOR the approval of the Everest Re Group, Ltd. 2020 Stock Incentive Planno longer
accurately
reflects
the full
diversity
of operations
of the
Company,
and that
the proposed
name change
will better
align
with the
Company’s
refreshed
brand
and strategic
evolution.
The
name change
proposal,
if approved
by our
shareholders,
would
have the
effect
of changing
the legal
name
of
the Company.
The name
change will
be effectuated
by filing
a certified
copy of
the name
change resolution
with
the Bermuda
Registrar
of Companies.
The Company
intends
to file
the resolution
promptly
after
the shareholders
approve
the name
change
and to
specify
a future
effective
date
and
time
for the
name
change
in order
to allow
for
an orderly
transition.
The
Company
will
announce
the actual
effective
date
and
time
of the
name
change
via
a press
release.
If shareholders
approve
the
name
change,
we also
plan
to change
our
stock
ticker
symbol
from
“RE”
to “EG,”
effective
at the
same
time
as the
name
change
becomes
effective.
Our CUSIP
number
will
not
change
as a
result
of
the name change.
The name change
proposal, if
approved by
our shareholders,
would have
the effect
of changing
the legal name
of the
Company.
The
name
change
will
become
effective
upon
the filing
of a certified
copy
of the
name
change
resolution
with the Bermuda
Registrar of
Companies. The Company
intends to
file the resolution
promptly after
the shareholders
approve
the name
change
and to
specify
a future
effective
date
and
time
for the
name
change
in order
to allow
for
an orderly
transition.
The
Company
will
announce
the actual
effective
date
and
time
of the
name
change
via
a press
release.
If shareholders
approve
the
name
change,
we also
plan
to change
our
stock
ticker
symbol
from
“RE”
to “EG,”
effective
at the
same
time
as the
name
change
becomes
effective.
Our CUSIP
number
will
not
change
as a
result
of
the name change.
If the
name
change
is
not
approved,
the
Company’s
legal
name
will
continue
to
be Everest
Re Group,
Ltd.
The
change
in the
Company’s
name
will
not affect
the legal
status
of the
Company
or the
rights
of any
shareholder
in any
respect,
or the
transferability
of share
certificates
presently
outstanding.
The currently
outstanding
share
certificates evidencing
shares of the
Company’s securities
bearing the name
Everest Re Group,
Ltd. will
continue to be effective upon shareholder approval. Proxies given by shareholders of record will be so voted unless the shareholders specify otherwise in their proxies. Proxies given by beneficial holders
valid and to shareholders represent shares
of record may not be so voted unless beneficial holders specify a vote for approval in their proxies.
On February 27, 2020, the Board of Directors adopted the Everest Re Group, Ltd. 2020 Stock Incentive Plan (the “2020 Plan”), subject to approval by following
the Company’s shareholders. The 2020 Plan will become effective immediately upon approval by the shareholders. The Board of Directors adopted the Plan to replace the Everest Re Group, Ltd. 2010 Stock Incentive Plan (the “2010 Plan”) due to the upcoming expiration of the 2010 Plan. Upon shareholder approval of the 2020 Plan, no further awards will be granted under the 2010 Plan. The Board of Directors recommends shareholders approve the 2020 Plan, because the Board believes it is important for employees and others providing services to the Company and its subsidiaries to have an equity interest in the Company so that their interests are aligned with shareholder interests. Following approval by the shareholders, the Company intends to register the shares issued under the 2020 Plan with the Securities Exchange Commission (the “SEC”). On March 16, 2020, the closing sale price of the Common Shares as reported on the New York Stock Exchange was 182.61 per share.
The following summary of the material terms of the 2020 Plan is qualified in its entirety by the full text of the 2020 Plan, a copy of which is set forth as Appendix A to this Proxy Statement.
2020 Plan Highlights
Compared to Expiring 2010 Plan
Only 1,400,000 shares are being requested to be made available for awards under the 2020 Plan, whereas under the expiring 2010 Plan approximately 1,850,000 shares remain available for issuance as of March 2020 and 4,000,000 shares were originally requested and authorized under the prior 2010 Plan
Prohibition on liberal share recycling
Minimum express one-year vesting requirement
Plan Administration
The 2020 Plan will be administered by a committee of the Board of Directors (the “Committee”), which is required under the terms of the 2020 Plan to consist of two or more non-employee directors. The Board of Directors has designated the Compensation Committee as the Committee to administer the 2020 Plan. The Committee has the authority to grant any type or combination of types of awards under the 2020 Plan.
The Committee may delegate all or any portion of its responsibilities or powers under the 2020 Plan to persons selected by it. The Committee may also delegate to officers of the Company discretionary authority with respect to substantial decisions or functions regarding the 2020 Plan or awards, including decisions regarding the timing, eligibility, pricing, amount or other terms of an award, provided such awards are not made to insiders, who are defined as persons subject to Section 16 of the Exchange Act.
Eligibility
Awards may be granted under the 2020 Plan to any person, including any director of the Company, who is an employee of the Company or certain of its subsidiaries or a consultant or advisor who (other than non-employee directors) provides bona fide services for the Company or certain of its subsidiaries. The Committee selects who will receive awards, the types of awards to be granted and the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards.
Proxy Statement 85
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN
General
The 2020 Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights (“SARs”), restricted stock, and stock awards. The purpose of the 2020 Plan is to benefit the Company, its subsidiaries and its shareholders by encouraging high levels of performance by individuals who are key to the success of the Company and its subsidiaries and to enable the Company to attract, motivate and retain talented and experienced individuals essential to its success.
As of March 16, 2020, approximately 1,600 employees of the Company would be eligible to receive awards under the 2020 Plan, subject to the power of the Committee to determine the eligible employees and other persons to whom awards would be granted. The total number of shares that may be granted under the 2020 Plan is 1,400,000.6 Any shares allocated to an award under the 2020 Plan that expires, lapses or is forfeited or terminated for any reason without issuance of the shares will be available for new awards to be granted under the 2020 Plan. However, shares subject to an award under the 2020 Plan may not again be made available for issuance if such shares are: (i) shares used to satisfy the applicable tax withholding obligation; (ii) shares tendered as payment for an option exercise; (iii) shares repurchased by the Corporation using stock option exercise proceeds; or (iv) shares that were subject to a share-settled SAR and were not issued or delivered upon the net settlement of such SAR. No awards may be granted under the 2020 Plan after the ten-year anniversary of the effective date of the 2020 Plan (i.e., the date that shareholders approve the 2020 plan).
The following additional limitations will apply to awards under the 2020 Plan: (1) no more than 350,000 shares may be issued for options and SARs granted to any one individual in any calendar year; (2) no more than 1,000,000 shares may be issued for options intended to be Incentive Stock Options; and (3) for restricted stock, stock awards and performance stock awards, no more than 350,000 shares of stock may be delivered pursuant to such awards granted to any one participant during any one calendar-year period.
Further, any benefits granted under the 2020 Plan under any award may not become exercisable, vest or be settled, in whole or in part, prior to the one-year anniversary of the date of grant except (i) with regard to death, disability, termination of employment and/or change of control, and (ii) up to 5% of the aggregate number of shares authorized for issuance under the 2020 Plan may be issued pursuant to awards subject to any, or no, vesting conditions, as the Committee determines appropriate.
The shares with respect to which awards may be made under the 2020 Plan may be shares that are currently authorized but unissued, or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions.
The Committee may grant any combination of stock options (both incentive and non-qualified), SARs, restricted stock or stock awards. The number of shares subject to an award and any other restrictions that are deemed appropriate by the Committee for a particular type of award, to particular individuals or in particular circumstances, will be included in the individual award document reflecting the grant of the award to the recipient and setting forth specific terms and conditions of the award (the “Award Agreement”).
The 2020 Plan contains provisions relating to adjustments of the terms of outstanding awards to reflect changes in the Company’s capitalization or shares or the occurrence of specified events. The number of shares that may be acquired under the 2020 Plan, the maximum number of shares that may be delivered pursuant to awards, and such other terms as are necessarily affected by such specified events are subject to equitable adjustment in the event of a stock dividend, stock split, recapitalization, merger, consolidation (whether or not Everest Re Group, Ltd. is the surviving corporation), reorganization, combination or exchange of Shares or similar events.
Except as otherwise provided by the Committee, awards under the 2020 Plan will only be transferable to the extent designated by the participant by will or by laws of descent and distribution.

6name change. In addition, the following number of shares may also be issued under a 2020 Plan award: any shares granted previously under the 2010 Plan that are forfeited, expire or are canceled after the effective date of the 2020 Plan without delivery of shares or which result in the forfeiture of the shares back to the Company to the extent that such shares would have been added back to the reserve under the terms of the 2010 Plan, but not including shares that remained available for grant pursuant to the 2010 Plan that were not previously granted.

86 Everest Re Group, Ltd.
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN
Stock Options
The Committee may grant options to purchase shares which may be either incentive stock options or non-qualified stock options. The exercise price of shares under each option will be equal to the fair market value of a share on the date the option is granted (which is generally defined as the average of the highest and lowest trading price on the relevant date). Except for reductions approved by our shareholders or adjustment for business combinations, the exercise price of a stock option may not be decreased after the date of grant nor may a stock option be surrendered to us as consideration for the grant of a replacement stock option with a lower exercise price. Except as approved by our shareholders, stock options granted under the 2020 Plan may not be surrendered to the Company in consideration for a cash payment or grant of any other award if, at the time of such surrender, the exercise price of the option is greater than the then current fair market value of the share. Options granted under the 2020 Plan will be exercisable in accordance with the terms established by the Committee. The full purchase price of each share purchased upon the exercise of any option must be paid at the time of exercise pursuant to one of the methods described below. The Committee, in its discretion, may impose such conditions, restrictions and contingencies on shares acquired pursuant to the exercise of an option as the Committee determines to be desirable.
Stock Appreciation Rights
The Committee may grant an SAR in connection with all or any portion of an option as well as independent of any option grant. An SAR entitles the participant to receive the amount by which the fair market value of a specified number of shares on the exercise date exceeds an exercise price established by the Committee, which exercise price will be equal to the fair market value of the shares of Stock at the time the stock appreciation right is granted. The excess amount will be payable in shares, in cash or in a combination thereof, as determined by the Committee. Except for reductions approved by our shareholders or adjustment for business combinations, the exercise price of a stock appreciation right may not be decreased after the date of grant nor may a stock appreciation right be surrendered to us as consideration for the grant of a replacement stock appreciation right with a lower exercise price. Except as approved by our shareholders, stock appreciation rights granted under the 2020 Plan may not be surrendered to the Company in consideration for a cash payment or grant of any other award if, at the time of such surrender, the exercise price of the stock appreciation right is greater than the then current fair market value of the share. The Committee, in its discretion, may impose such conditions, restrictions and contingencies on the shares acquired pursuant to the exercise of an SAR as the Committee determines to be desirable.
Stock Awards
The Committee may grant of one or more shares of stock or a right to receive one or more shares of stock in the future, subject to one or more
new share certificates
will
be
issued
bearing
the
new
name,
but
this
will
not
affect
the
validity
of the following as determined by the Committee:current
share
The Committee may grant Stock Awards that are contingent on the achievement of performance or other objectives during a specified period.
certificates.
The Committee may grant Stock Awards subject to a risk of forfeiture or other restrictions that lapse upon the achievement of one or more goals relating to completion of service by the participant, or the achievement of performance or other objectives.Miscellaneous
—General
Matters
2023 Proxy
Statement
Any Stock Awards will be subject to such other conditions, restrictions and contingencies as the Committee determines. 
Payment Provisions
The 2020 Plan permits the payment of the option exercise price or award price in cash or, at the Committee’s discretion, with shares valued at their fair market value, or with a combination of such shares and cash. Shares may only be used for payment, however, if they have been held by the participant for at least six months and meet any other requirements established by the Committee. Other lawful consideration may also be applied to the purchase or exercise price of an award under the 2020 Plan, to the extent authorized by the Committee and as may be permitted under relevant state or Bermuda law. The 2020 Plan also permits payment of the exercise price in accordance with a cashless exercise program under which, pursuant to a recipient’s direction, shares are issued directly to the recipient’s broker or dealer upon receipt of the exercise price in cash from the broker or dealer.
Proxy Statement 87
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN
Shares held by a participant may also be used to discharge tax withholding obligations related to the exercise of options or the receipt of other awards to the extent authorized by the Committee.
Change of Control
In the event of a “Change of Control” of the Company (as defined in the 2020 Plan), in addition to any action required or authorized by the terms of an Award Agreement, the Committee may, in its sole discretion, recommend that the Board of Directors take any of the following actions as a result, or in anticipation, of any such event to assure fair and equitable treatment of participants:
accelerate time periods for purposes of vesting in, or realizing gain from, any outstanding award made pursuant to the 2020 Plan;
offer to purchase any outstanding award made pursuant to the 2020 Plan from the holder for its equivalent cash value, as determined by the Committee, as of the date of the Change of Control; or
make adjustments or modifications to outstanding awards as the Committee deems appropriate to maintain and protect the rights and interests of participants following such Change of Control.
Any such action approved by the Board of Directors shall be conclusive and binding on the Company and all participants.
Amendment and Termination
The Board of Directors may at any time amend, suspend or discontinue the 2020 Plan, in whole or in part. The Committee may at any time alter or amend any or all Award Agreements under the 2020 Plan to the extent permitted by law, but no such alteration or amendment shall impair the rights of any holder of an award without the holder’s consent.
United States Income Tax Consequences of the 2020 Plan
The following paragraphs provide a general summary of the U.S. federal income tax consequences of the 2020 Plan based upon current law, which is subject to change. State, local or foreign tax consequences are beyond the scope of this summary. In addition, this summary is necessarily general and does not describe all possible federal income tax effects to particular recipients of awards under the 2020 Plan or to the Company in all circumstances.
Non-qualified Stock Options
The grant of a non-qualified option will not result in taxable income to the participant. Except as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise. Special rules will apply if the participant uses previously owned shares to pay some or all of the option exercise price.
Incentive Stock Options
The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive stock option will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of the Company during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Code). Special rules will apply if the participant uses previously owned shares to pay some or all of the option exercise price.
The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.
88 Everest Re Group, Ltd.
  PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN
If the participant does not sell or otherwise dispose of the stock within two years from the date of the grant of the incentive stock option or within one year after the transfer of such stock to the participant, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise price.
If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the shares in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize no income and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.
Stock Appreciation Rights
The grant of an SAR will not result in taxable income to the participant. Upon exercise of an SAR, the amount of cash or the fair market value of shares received will be taxable to the participant as ordinary income. Gains and losses realized by the participant upon disposition of any such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.
Stock Awards
A participant who has been granted a stock award will not realize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time, if the grant is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of other objectives, assuming that the restrictions constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of the delivery of or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting.
Withholding of Taxes
The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Committee, participants may have shares withheld from awards or may tender previously owned shares to the Company to satisfy tax withholding requirements. The shares withheld from awards may generally only be used to satisfy the Company’s minimum statutory withholding obligation.
Tax Deduction
Everest Re Group, Ltd. is not subject to U.S. income taxes. However, if an award is granted to a participant employed by a subsidiary that is a U.S. taxpayer, the subsidiary will be entitled to a deduction equal to the amount of income includible in the participant’s income provided that such amount constitutes an ordinary and necessary business expense to the subsidiary and is reasonable in amount.
A U.S. income tax deduction will generally be unavailable for annual compensation in excess of $1 million paid to any of the five most highly compensated officers of a public corporation.
Certain awards under the 2020 Plan may be subject to tax rules that apply to nonqualified deferred compensation plans. If an award is subject to those rules, and fails to conform to them, the recipient may have accelerated recognition of taxable income, and may also become liable for interest and tax penalties. Failure to satisfy the rules will not have an adverse tax effect on the Company. The Company intends that, to the extent that awards are subject to the deferred compensation rules, the awards will be structured to satisfy those rules.
Change of Control
Any acceleration of the vesting or payment of awards under the 2020 Plan in the event of a Change of Control in the Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Code, which may subject the participant to a 20% excise tax and preclude deduction by a subsidiary.
Proxy Statement 89
PROPOSAL NO. 4—APPROVAL OF THE EVEREST RE GROUP, LTD. 2020 STOCK INCENTIVE PLAN

Tax Advice
The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. income tax aspects of the 2020 Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the 2020 Plan. The Company suggests that participants consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.
ERISA
The 2020 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended and is not intended to be qualified under Section 401 of the Internal Revenue Code.
This summary of the 2020 Plan is qualified in its entirety by the full text of the 2020 Plan, a copy of which is attached as Appendix A.
Registration of Common Shares issued under the 2020 Plan
The Company intends that the Common Shares covered by the 2020 Plan will be registered under the Securities Act of 1933, as amended. Such registration will, in most cases, permit the unrestricted resale in the public market of shares issued pursuant to the 2020 Plan.
New Plan Benefits
Because benefits under the 2020 Plan will depend on the Compensation Committee’s actions and the fair market value of the Company’s Common Shares at various future dates, it is not possible to determine at this time all of the benefits that might be received by employees, directors and consultants if the 2020 Plan is approved by stockholders.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes, as of December 31, 2019, information about compensation plans under which securities of the Company are authorized for issuance:
EQUITY COMPENSATION PLAN INFORMATION
  Column A  Column B  Column C 
Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights		  Weighted-average
exercise price of
outstanding options,
warrants and rights		  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities in column A)		 
Equity Compensation Plans Approved by Shareholders
         
          
2010 Stock Incentive Plan
  
139,150
  
$
84.63
   
2,164,405
 
             
2002 Stock Incentive Plan*
  
31,100
   
87.67
   
—
 
             
2009 Non-Employee Director Stock Option and Restricted Stock Plan
  
454
   
110.13
   
34,503
 
             
2003 Non-Employee Director Equity Compensation Plan
  
—
   
—
   
324,913
 
             
Equity Compensation Plans Not Approved by Shareholders
            
             
None
            
* Inactive other than remaining stock options to be exercised

90 Everest Re Group, Ltd.
MISCELLANEOUS—GENERAL MATTERS91
MISCELLANEOUS—GENERAL
MATTERS

Section
16(a)
Beneficial
Section 16(a) Beneficial
Ownership
Reporting
Compliance
Section 16(a) of
the Exchange Act
requires the Company’s
executive officers and
directors and persons
who own more
than
ten
percent
of a
registered
class
of
the
Company’s
equity
securities,
to
file
reports
of
ownership
and
changes
in
ownership
on Forms
3, 4
and
5 with
the
SEC.
Executive
officers,
directors
and
greater
than
ten
percent
shareholders
are
required
by
SEC
regulation
to
furnish
the
Company
with
copies
of all
Forms
3,
4 and
5 they
file.
Based
solely
on the
Company’s
review
of the
copies
of the
forms
it has
received
and
representations
that
no other
reports
were
required,
the
Company
believes
that
all
of
its
executive
officers
and
directors
have
filed
with
the
SEC
on
a timely
basis
all
required
Forms
3,
4 and
5 with
respect
to transactions
during
fiscal
year 2019.
2022.
Shareholder
Proposals
for
the 2021
2024
Annual
General
Meeting
of Shareholders
To be considered
for inclusion
in the Company’s
Proxy Statement
and Proxy Card
relating to the 2021
2024 Annual
General
Meeting
of Shareholders,
a shareholder
proposal
must
be received
by the
Secretary
of the
Company
in proper
form
at the
Company’s
registered
office
at Clarendon
House,
2 Church
Street,
Hamilton
HM 11,
Bermuda,
no later
than
December 10, 2020.
16, 2023.
If the shareholder
proposal
relates to
a nomination
for director,
then the
proposal
must be
made in
accordance
with the
procedures
set forth
in Bye-law
12 and discussed
in the section
titled “Nominating
and Governance
Committee.”
This Bye-law
is available
on the Company’s
website or
by mail
from the
Corporate
Secretary’s office.
Proxy Solicitations
The
expense
of this
proxy
solicitation
will
be borne
by the
Company.
In addition
to solicitation
by mail,
proxies
may
be solicited
in person
or by
telephone,
facsimile
or mail
by directors
or officers
who
are
employees
of the
Company
without
additional
compensation.
Georgeson
LLC will
provide
solicitation
services
to the
Company
for a
fee not
to
exceed
$9,000
plus
out-of-pocket
expenses.
The
firm
will
solicit
proxies
by personal
interview,
telephone,
facsimile
and
mail.
The
Company
will,
on request,
reimburse
shareholders
of record
who are employees
brokers,
dealers,
banks
or voting
trustees,
or their
nominees,
for their
reasonable
expenses in
sending proxy
materials
and annual
reports to
the
beneficial
owners
of the Company without additional compensation. Georgeson LLC will provide solicitation services to the Company for a fee not to exceed $8,000 plus out-of-pocket expenses. The firm will solicit proxies by personal interview, telephone, facsimile and mail. The Company will, on request, reimburse shareholders of record who are brokers, dealers, banks or voting trustees, or their nominees, for their reasonable expenses in sending proxy materials and annual reports to the beneficial owners of the
shares
they hold
of record.
Transfer
Agent
and
Registrar
The
Company
has
appointed
Computershare
Trust
Company,
N.A.
to serve
as transfer
agent,
registrar
and
dividend
paying agent for the Common Shares.
Correspondence relating to any share accounts
or dividends should be
addressed to:
Computershare
Investor
Services
P.O.
BOX 505000
Louisville, KY 40233
43006
Providence,
RI
02940-3006
Overnight
correspondence
should
be sent
to:
Computershare
Investor
Services
462 South 4th Street,
150 Royall St.,
Suite 1600
Louisville, KY 40202
101
Canton,
MA
02021
(877)
373-6374 (Shareholder
(Shareholder
Services
–
Toll
Free)
(781) 575-2725 (Shareholder
(Shareholder Services)
All
transfers
of
certificates
for
Common
Shares
should
also
be
mailed
to
the
above
address.
By
Order
of certificatesthe
Board
of Directors
Juan C. Andrade
President
& CEO
April
14, 2023
[THIS PAGE INTENTIONALLY
LEFT BLANK.]
[THIS PAGE INTENTIONALLY
LEFT BLANK.]
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re-20221231p99i0
Everest vote ENDORSEMENT LINE SACKPACK -MR A SAMPLE DESIGNATION
(IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 000000000.000000 ext 000000000.000000
ext 000000000.000000 ext 000000000.000000 ext 000000000.000000
ext 000000000.000000 ext Your vote matters - here's how to vote!
You may vote online or by phone instead of mailing this card. Votes
submitted electronically must be received by May 16.2023 at 1159 P.M.,
Eastern Time. Online Go to www.investorvote.com/RE or scan the
OR code - login details are located in the shaded bar below. Phone Call toll free
1-800-652-V0TE (8683) within the USA, US territories and Canada Save
paper, time and money! Sign up for Common Shares should also be mailedelectronic delivery at www.inve
storvote.com/RE Using a black ink pen. mart your votes with an X as shown in this example.
Please do not write outside the designated areas. 2023 Annual Meeting
Proxy Card ( 1234 5678 9012 345) IF WTING BY MAIL, SIGH, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. fl A Proposals
- The Board of Directors
recommend a vote FOR all the nominees listed and FOR Proposals 2,3 and
5 and for 1 YEAR on Proposal 4. t Election of Directors for a term to end in 2024.
01- John J. Amore 04-John A. Graf For Against Abstain 02 - Juan C. Andrade 05- Meryl
Hartzband 08 - Roger M. Singer 07 - Hazel McNeilage For Against Abstain
03 - William F. Galtney, Jr. 06 - Gerri Losquadro 09 - Joseph V.
Taranto For Against Abstain 3. For the approval, by non-binding
advisory vote, of the 2022 compensation paid to the above address.NEOs. 2. For the appointment
By Order of the Board of Directors
Sanjoy Mukherjee
Executive Vice President,
General Counsel and Secretary
April 9, 2020of PricewaterhouseCoopers LLP as the Company's independent
registered public account in g firm to act as the Company's independent auditor
for 2023 and authorize the Company's Board of Directors acting through its
Audit Committee to determine the independent auditor's remuneration.
For Against Abstain For Against Abstain 4. Advisory Vote on the frequency
of future advisory votes on executif compensation. 1 Year 2 Years
3 Years Abstain 5. To consider and approve a resolution to
change the name of the Company from "Everest Re Group, Ltd." to "Everest
Group, Ltd." and to amend our Bye-laws accordingly. For Against
Abstain Q Authorized Signatures - This section must be completed
for your vote to count. Please date and sign below. Please sign exactly
as name(s) appears hereon. Joint owners should each sign. When signing as attorney,
executor,
administrator, corporate officer, trustee, guardian, or custodian,
please give full title. Date (mm/dd/yyyy) - Please print date below. Signature
1 - Please keep signature within the box. Signature 2 - Please keep signature
within the box. C 1234567890 J NT 1 U P X 575648 MR A SAMPLE (THIS AREA tS SET
LP TO ACCOMMODATE 140 CHARACTERS) MR ASAM PLE AND MR A SAMPLE
AMD MR A SAMPLE AMD MR A SAMLE AND MR A SAMPLE AMD MR A SAMPLE AMD
MR A SAMLE AND MR A SAMPLE AMD

Proxy Statement 91
APPENDIX A
re-20221231p100i0
APPENDIX A

EVEREST RE GROUP, LTD.
2020 STOCK INCENTIVE PLAN
Section 1.Establishment and Purpose
The purpose2023 Annual Meeting of the Everest Re Group, Ltd. 2020 Stock Incentive Plan (the “Plan”) is Shareholders Wednesday.
May 17.2023.10:00 A.M. Local Time Fairmont Hamilton Princess, 76 Pitts
Bay Road, Hamilton, Bermuda The proxy statement and annual report
to benefitshareholders are available at https://investors.everestre.com/shareholder
-proxy-materials Small steps make an impact. Help the Corporation, its Subsidiaries, and its shareholders environment
by encouraging high levelsconsenting to receive electronic delivery, sign up at www.inves
torvote.com/RE IF VOTING BY MAIL, SIGH, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Everest
Re Group, Ltd. Notice of performance2023 Annual Meeting of Shareholders Proxy
Solicited by individuals who are key to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate and retain talented and experienced individuals essential to their success. This is to be accomplished by providing such eligible individuals an opportunity to obtain or increase their proprietary interest in the Corporation’s performance and by providing such individuals with additional incentives to remain with the Corporation and its Subsidiaries.
Section 2.Definitions
The following terms, used herein, shall have the meaning specified:
(a)    “Award” means any award or benefit granted under the terms of the Plan.
(b)    “Award Agreement” means an agreement described in Section 6 hereof entered into between the Corporation and a Participant, setting forth the terms and conditions applicable to the Award granted to the Participant.
(c)    “Board of Directors” means the Board of Directors for Annual Meeting - May 17,2023 The undersigned
hereby appoints Juan C. Andrade and Mark Kociancic, and each of them, as
proxies of the Corporation as it may be comprised from timeundersigned, each with full power to time.
(d)    “Code” meansact without the Internal Revenue Code of 1986,others and any successor statute, and the regulations promulgated thereunder, as it or they may be amended from time to time.
(e)    “Committee” means the Committee as defined in Section 8.
(f)    “Corporation” means Everest Re Group, Ltd., and any successor corporation.
(g)    “Effective Date” means the Effective Date as defined in Section 15.
(h)    “Employee” means officers and other key employees of the Corporation or a Subsidiary, and excludes directors who are not also employees of the Corporation or a Subsidiary. “Employee” includes consultants and advisors that provide bona fide services to the Corporation or a Subsidiary, provided that such services are not in connection with the offer or sale of securities of the Corporation or a Subsidiary in a capital-raising transaction.
(i)    “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute, as it may be amended from time to time.
(j)    “Exercise Price” means a purchase or exercise price established by the Committee at the time an Option or an SAR is granted.
(k)    “Fair Market Value” means, unless otherwise provided in the Award Agreement, the average of the highest and lowest sale price of the Stock as reported on the Composite Transaction Tape of the New York Stock Exchange (or on such other exchange, if any, on which the Stock is traded) on the relevant date, or if no sale of the Stock is reported for such date, the next preceding day for which there is a reported sale. If the Stock is not traded on any such exchange, Fair Market Value shall be as determined in the Award Agreement, or as may be determined in good faith by the Committee.
(l)    “Incentive Stock Option” means an option that is intended to satisfy the requirements applicable to an “incentive stock option” described in Section 422(b) of the Code.
(m)                  “Insider” means any person who is subject to “Section 16.”
92 Everest Re Group, Ltd.
APPENDIX A
(n)    “Option” means an Award granted under the Plan that entitles the Participant, for a certain period of time, to purchase shares of Stock at an Exercise Price established by the Committee.
(o)    “Participant” means any Employee who has been granted an Award pursuant to this Plan.
(p)    “Section 16” means Section 16 of the Exchange Act, and any successor statutory provision, and the rules promulgated thereunder, as it or they may be amended from time to time.
(q)    “Stock” means shares of common stock (class of common shares) of the Corporation, par value $.01 per share, or any security of the Corporation issued in substitution, exchange or lieu thereof.
(r)    “Subsidiary” means any corporation in which the Corporation, directly or indirectly, controls 50% or more of the total combined votingfull power of substitution, to vote all classesthe Common Shares of such corporation’s stock.EVEREST
(s)    “Ten-percent Shareholder” means any person who owns, directly or indirectly, on the relevant date securities representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its parent or Subsidiary. For purposes of applying the foregoing ten percent (10%) limitation, the rules of Code Section 424(d) shall apply.
Section 3.Eligibility
Persons eligible for Awards shall consist of Employees who hold positions of significant responsibilities with the Corporation and/or a Subsidiary or whose performance or potential contribution, in the judgment of the Committee, will benefit the future success of the Corporation and/or a Subsidiary.
Section 4.Awards
The Committee may grant any of the types of Awards enumerated in paragraphs (a) through (d) of this Section 4, either singly, in tandem or in combination with other types of Awards, as the Committee may in its sole discretion determine:
(a)    Non-qualified Stock Options. The grant of an Option entitles the Participant to purchase a specific number of shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section 4 may either be an incentive stock option or a non-qualified stock option. A Non-qualified Stock Option is an Option that is not intended to be an “incentive stock option” as described in section 422(b) of the Code. All Non-qualified Stock Options granted under the Plan shall expire not later than ten (10) years after grant, and shall have an Exercise Price equal to 100% of the Fair Market Value of the Stock on the date the option is granted.
(b)    Incentive Stock Options. An Incentive Stock Option is an Option that is intended to satisfy the requirements applicable to an “incentive stock option” as described in section 422(b) of the Code. All Incentive Stock Options granted under the Plan shall be subject to the following:
(i)    The aggregate fair market value (determined at the time of the grant of the Award) of the shares of Stock subject to Incentive Stock Options which are exercisable by one person for the first time during a particular calendar year shall not exceed $100,000.
(ii)    No Incentive Stock Option may be granted under this Plan on or after the tenth anniversary of the date this Plan is adopted, or the date this Plan is approved by shareholders, whichever is earlier.
(iii)    No Incentive Stock Option may be exercisable more than:
A.    in the case of an Employee who is not a Ten-Percent Shareholder on the date that the option is granted, ten (10) years after the date the option is granted, and
B.    in the case of an Employee who is a Ten-Percent Shareholder on the date the option is granted, five (5) years after the date the option is granted.
(iv)    The exercise price of any Incentive Stock Option shall be no less than:
A.  in the case of an Employee who is not a Ten-Percent Shareholder on the date that the option is granted, the Fair Market Value of the Stock subject to the option on such date; and
Proxy Statement 93
APPENDIX A
B.  in the case of an Employee who is a Ten-Percent Shareholder on the date that the option is granted, 110% of the Fair Market Value of the Stock subject to the option on such date.
(v)    No Incentive Stock Option shall be granted to an individual who is an Employee by virtue of being a consultant or advisor.
(c)    Stock Appreciation Rights. A stock appreciation right (“SAR”) is a right to receive, upon surrender of the right, an amount payable in cash or in shares of Stock, which may be Restricted Stock.
(i)    The amount payable with respect to each SAR shall be equal in value to the excess, if any, of the Fair Market Value of a specified number of shares of Stock on the exercise date (or on such other date or dates set forth in the Award Agreement) over the Exercise Price relative to such shares, as may be established by the Committee. All SARs granted under the Plan shall expire not later than ten (10) years after grant, and shall have an Exercise Price equal to 100% of the Fair Market Value of the Stock on the date the SAR is granted.
(ii)    In the case of an SAR granted with respect to an Incentive Stock Option to an Employee who is a Ten-Percent Shareholder on the date of such Award, the Exercise Price shall not be less than 110% of the Fair Market Value of a share of Stock on the date the Award is made.
(d)    Restricted Stock and Stock Awards.
(i)    Restricted Stock is Stock that is issued to a Participant and is subject to a substantial risk of forfeiture or other restrictions on transfer and/or such other restrictions on incidents of ownership as the Committee may determine, where such restrictions will lapse upon achievement of one or more goals relating to the completion of services by the Participant or achievement of other objectives as may be determined by the Committee. A certificate for the shares of Restricted Stock, which certificate shall be registeredRE GROUP, LTD. held in the name of the Participant, shall bear an appropriate restrictive legend and shall be subject to appropriate stop-transfer orders; provided, thatundersigned at the certificates representing sharesclose of Restricted Stock shall
business on March 20, 2023, at the Annual General Meeting of Shareholders
to be held on Wednesday, May 17, 2023, at Fairmont Hamilton
Princess, 76 Pitts Bay Road, Hamilton, Bermuda at 10:00 a.m. (local time), and
at any
adjournment or postponement thereof, with all the powers the undersigned
would have if personally present, on the matters set forth hereon
in custodyaccordance with any directions given by the Corporation untilundersigned and, in their discretion,
on all other matters that may properly come before the restrictions relating thereto otherwise lapse, and; provided further, that the Participant shall deliver to the Corporation a stock power endorsedAnnual General
Meeting, all in blank relating to the Restricted Stock as soon as practicable following the date of grant.
(ii)    Stock Awards shall be any compensation grant to a Participant that provides for payment to a Participant in shares of Stock.
(iii)    Restricted Stock and Stock Awards may be issued at the time of grant, upon the exercise of an SAR, Option or other right, as payment of a bonus, as payment of any other compensation obligations, upon the occurrence of a future event, at a specified time in the future or as otherwise determined by the Committee. The period during which Restricted Stock is subject to restrictions may commence prior to the actual transfer of Restricted Stock to a Participant if so specified in the Award Agreement.
(e)    Performance Stock Awards. Performance Stock is the grant of Restricted Stock or Stock Award as described in subsection 4(d), above, that, in addition to being subject to any other such conditions, restrictions and contingencies determined by the Committee, is subject to a substantial risk of forfeiture contingent upon the achievement of performance objectives during a specified period and that is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant or achievement of performance or other objectives, as determined by the Committee.
(f)    Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 4 shall be subject to the following:
(i)    Subject to the following provisions of this subsection 4(f), the full Exercise Price for shares of stock purchased on the exercise of an Option shall be paid at the time of such exercise.
(ii)    The Exercise Price of the Stock subject to the Option may be paid in cash. At the discretion of the Committee, the purchase price may also be paid by the tender, by actual delivery of shares or by attestation, of Stock owned for at least six months by the holder of the option (the value of such Stock shall be its Fair Market Value on the date of exercise), through a combination of Stock and cash, or
94 Everest Re Group, Ltd.
APPENDIX A
 through such other means as the Committee determines are consistentaccordance with the Plan’s purposeaccompanying Notice and applicable law. No fractional shares of Stock will be issued or accepted.Proxy Statement,
(iii)    In accordance with a cashless exercise program under which, if so instructed by the Participant, shares of Common Stock may be issued directly to the Participant’s broker or dealer upon receipt of which is acknowledged. IF THIS PROXY IS PROPERLY EXECUTED
AND RETURNED, THE SHARES REPRESENTED THEREBY WILL BE VOTED.
IF A CHOICE IS SPECIFIED BY THE SHAREHOLDER, THE SHARES WILL BE VOTED
ACCORDINGLY. IF NOT OTHERWISE SPECIFIED,
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL THE
NOMINEES
LISTED AND FOR PROPOSALS 2,3 AND 5 AND FOR 1 YEAR ON PROPOSAL 4. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Yo
u
are encouraged to specify your choices by marking the purchase price in cash from the broker or dealer.appropriate
(g)    General Provisions for Awards.
(i)    Except for either adjustments pursuant to Section 9 (relating to the adjustment of Shares), or reductions of the Exercise Price approved by the Corporation’s shareholders, the Exercise Price for any outstanding Option or SAR may not be decreased after the date of grant nor may an outstanding Option or SAR granted under the Plan be surrendered to the Corporation as consideration for the grant of a replacement Option or SAR with a lower Exercise Price. Except as approved by Corporation’s shareholders, in no event shall any Option or SAR granted under the Plan be surrendered to Corporation in consideration for a cash payment or the grant of any other Award if, at the time of such surrender, the Exercise Price of the Option or SAR is greater than the then current Fair Market Value of a Share. In addition, no repricing of an Option or SAR shall be permitted without the approval of Corporation’s shareholders if such approval is required under the rules of any stock exchange on which Stock is listed.
Section 5.Shares of Stock and Other Stock-Based Awards Available Under Plan
(a)    The Stock which may be issued pursuant to an Award under the Plan may be shares currently authorizedboxes (SEE REVERSE SIDO, but unissued or currently held or subsequently acquired by the Corporation as treasury shares, including shares purchased in the open market or in private transactions.
(b)    Subject to the adjustment provisions of Section 9 hereof, the maximum number of shares that may be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of: (i) 1,400,000 shares of Stock; and (ii) any shares granted previously under the Corporation’s 2010 Stock Incentive Plan, as amended (the “Prior Plan”) that are forfeited, expire or are canceled after the Effective Date without delivery of shares or which result in the forfeiture of the shares back to the Corporation to the extent that such shares would have been added back to the reserve under the terms of the Prior Plan, but not including shares that remained available for grant pursuant to the Prior Plan that were not previously granted.
(c)    Subject to the adjustment provisions of Section 9 hereof, the following additional maximums are imposed on the Plan:
(i)    The maximum number of shares of Stock that may be issued pursuant to Options intended to be Incentive Stock Options shall be 1,000,000 shares.
(ii)    The aggregate maximum number of shares of Stock that may be covered by Awards granted to any one individual pursuant to Section 4 relating to Options and SARs shall be 350,000 shares during any one calendar-year period.
(iii)    For Restricted Stock, Stock Awards and Performance Stock Awards, no more than 350,000 shares of Stock may be delivered pursuant to such Awards granted to any one Participant during any one calendar-year period (regardless of whether settlement of the Award is to occur prior to, at the time of, or after the time of vesting).
(d)    To the extent that any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not delivered because the Award is settled in cash, such shares shall be deemed to not have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. Shares subject to an Award under the Plan (or the Prior Plan) may not again be made available for issuance if such shares are: (i) shares used to satisfy the applicable tax withholding obligation; (ii) shares tendered as payment for an option exercise; (iii) shares repurchased by the Corporation using stock option exercise proceeds; or (iv) shares that were subject to a share-settled SAR and were not issued or delivered upon the net settlement of such SAR.
(e)    For the purposes of computing the total number of shares of Stock granted under the Plan, the following rules shall apply to Awards payable in Stock:
Proxy Statement 95
APPENDIX A

(i)    Each Option shall be deemed to be the equivalent of the maximum number of shares of Stock that may be issued upon exercise of the particular Option;
(ii)    Where one or more types of Awards (both of which are payable in Stock) are granted in tandem with each other, the number of shares of Stock shall be deemed to be the greater of the number of shares that would be counted if one or the other Award alone was outstanding.
Additional rules for determining the number of shares of Stock granted under the Plan may be adopted by the Committee, as it deems necessary and appropriate.
Section 6.Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement setting forth the number of shares of Stock and/or SARs subject to the Award and such other terms and conditions applicable to the Award, as determined by the Committee, not inconsistent with the terms of the Plan. The Committee may, butyou need not require that the Participant sign a copy of such document. Such document is referredmark any box if you wish to as the Award Agreement regardless of whether any Participant signature is required. In the event that the Committee requires that the Participant execute and return the Award Agreement, no person shall have any rights under the Award unless and until the Participant to whom such Award shall have been granted shall have executed and delivered to the Corporation the Award Agreement; provided, however, the execution and delivery of such an Award Agreement shall not be a precondition to the granting of such Award. By executing the Award Agreement, or submitting an option exercise form (whether or not the Award Agreement required execution) a Participant shall be deemed to have accepted and consented to any action taken under the Plan by the Committee,vote
in accordance with the Board of Directors or their delegates.Directors' recommendations.
THE PROXIES
(a)    Award Agreements shall include the following terms:
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(i)    Non-assignability. Unless otherwise specifically provided for by the Committee, a provision that no Award shall be assignable or transferable except by will or by the laws of descent and distribution and that, during the lifetime of a Participant, the Award shall be exercised, if exercisable, only by such Participant or by his or her guardian or legal representative.
(ii)    Termination of Employment. A provision describing the treatment of an Award in the event of the retirement, disability, death or other termination of a Participant’s employment with the Corporation or a Subsidiary, including but not limited to terms relating to the vesting, time for exercise, forfeiture or cancellation of an Award in such circumstances. Participants who terminate employment prior to the satisfaction of applicable conditions and restrictions associated with their Award(s) may be entitled to such Award(s) as and to the extent determined by the Committee. A provision that for purposes of the Plan (A) a transfer of an Employee from the Corporation to a Subsidiary or affiliate of the Corporation, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Corporation to another, and (B) a leave of absence, duly authorized in writing by the Corporation, shall not be deemed a termination of employment, except as otherwise required by applicable law, as determined by the Committee, in order to preserve the status of an option as an Incentive Stock Option.
(iii)    Rights as a Shareholder. A provision that a Participant shall have no rights as a shareholder with respect to any Stock covered by an Award until the date the Participant becomes the holder of record. Except as provided in Section 9 hereof, no adjustment shall be made for dividends or other rights, unless the Award Agreement specifically requires such adjustment.
(iv)    Withholding. A provision requiring the withholding of applicable taxes required by law from all amounts paid to the holder of an Award in satisfaction of such Award. In the case of an Award paid in cash, the withholding obligation shall be satisfied by withholding the applicable amount and paying the net amount in cash to the Participant. In the case of Awards paid in shares of Stock, a Participant may satisfy the withholding obligation by paying the amount of any taxes in cash or, with the approval of the Committee, shares of Stock may be deducted from the payment to satisfy the obligation in full or in part. The amount of the withholding and the number of shares of Stock(Items to be deducted shall be determined by the Committee with reference to the Fair Market Value of the Stock when the withholding is required to be made; provided, however, the amount of Stock so deducted shall not exceed the minimum required withholding obligation.
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(v)    Treatment of Option. Each Award of an option shall state whether or not it is intended to constitute an Incentive Stock Option.
(vi)    Minimum Exercise. No option may be exercised for less than the lesser of 50 shares of Stock or the full number of shares of Stock for which the option is then exercisable.
(b)    Other Terms. Award Agreements may include such other terms as the Committee may determine are necessary, and appropriate to effect an Award to the Participant, including, but not limited to, the term of the Award, vesting provisions, any requirements for continued employment with the Corporation or a Subsidiary, any other restrictions or conditions (including performance requirements) on the Award and the method by which restrictions or conditions lapse, the effect on the Award of a change of control of the Corporation or an employing Subsidiary, the price, amount or value of Awards, and the terms, if any, pursuant to which a Participant may elect to defer the receipt of cash or Stock under an Award. Notwithstanding the foregoing, any benefits granted under the Plan (or the Prior Plan) under any Award may not become exercisable, vest or be settled, in whole or in part, prior to the one-year anniversary of the date of grant except (i) with regard to death, disability, termination of employment and/or change of control, and (ii) up to 5% of the aggregate number of shares authorized for issuance under the Plan under Section 5 above may be issued pursuant to Awards subject to any, or no, vesting conditions, as the Committee determines appropriate.
Section 7.Amendment and Termination
The Board of Directors may at any time amend, suspend or discontinue the Plan, in whole or in part; provided that no amendment by the Board of Directors shall increase any limitations set forth in Section 5 nor shall it permit any options to be awarded at exercise prices below Fair Market Value. The Committee may at any time alter or amend any or all Award Agreements under the Plan to the extent permitted by law, but no such alteration or amendment shall impair the rights of any holder of an Award without the holder’s consent. Adjustments pursuant to Section 9 shall not be subject to the foregoing limitations of this Section 7.
Section 8.Administration
(a)    The Plan and all Awards granted pursuant thereto shall be administered by a committee of the Board of Directors (the “Committee”), which Committee shall consist of not less than two (2) members of such Board of Directors who are not employees of the Corporation or any Subsidiary. The members of the Committee shall be designated by the Board of Directors. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
(b)    The Committee shall have the authority and discretion to interpret and administer the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to determine the terms and provisions of any Award Agreement made pursuant to the Plan. All questions of interpretation with respect to the Plan, the number of shares of Stock or other security, SARs, or rights granted and the terms of any Award Agreements, including the timing, pricing, and amounts of Awards, shall be determined by the Committee, and its determination shall be final and conclusive upon all parties in interest. In the event of any conflict between an Award Agreement and this Plan, the terms of this Plan shall govern.
(c)    Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate to the officers or employees of the Corporation and its Subsidiaries the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Committee may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Awards thereunder as these relate to Insiders, including, but not limited to, decisions regarding the timing, eligibility, pricing, amount or other material terms of such Awards. Any such delegation may be revoked by the Committee at any time.
(d)    To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.
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APPENDIX A
Section 9.Adjustment Provisions
(a)    In the event of any change in the outstanding shares of Stock by reason of a stock dividend or split, recapitalization, merger or consolidation (whether or not the Corporation is a surviving corporation), reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend paid in cash or property, the number of shares of Stock (or other securities) then remaining subject to this Plan, and the maximum number of shares that may be issued to anyone pursuant to this Plan, including those that are then covered by outstanding Awards, shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased and the price for each share then covered by an outstanding Award shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced and the price for each share then covered by an outstanding Award shall be proportionately increased.
(b)    In the event the adjustments described in clauses (i) and (ii) of paragraph (a) of this Section 9 are inadequate to ensure equitable treatment of any Award holder, then, to the extent permissible under applicable law, the Committee shall make any further adjustments as it deems necessary to ensure equitable treatment of any holder of an Award as the result of any transaction affecting the securities subject to the Plan or as is required or authorized under the terms of any applicable Award Agreement.
(c)    The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board of Directors or the shareholders of the Corporation to make or authorize any adjustment, recapitalization, reorganization or other capital structure of its business, any merger or consolidation of the Corporation, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.
Section 10.Change of ControlAddress - Please print new address below. Comments - Please
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(a)    In the event of a “Change of Control” of the Corporation (defined below), in addition to any action required or authorized by the terms of an Award Agreement, the Committee may, in its sole discretion, recommend that the Board of Directors take any of the following actions as a result, or in anticipation, of any such event to assure fair and equitable treatment of Participants:
(i)    Accelerate time periods for purposes of vesting in, or realizing gain from, any outstanding Award made pursuant to this Plan;
(ii)    Offer to purchase any outstanding Award made pursuant to this Plan from the holder for its equivalent cash value, as determined by the Committee, as of the date of the change of control; or
(iii)    Make adjustments or modifications to outstanding Awards as the Committee deems appropriate to maintain and protect the rights and interests of Participants following such change of control.
Any such action approved by the Board of Directors shall be conclusive and binding on the Corporation and all Participants.
(b)    For purposes of this Section, a Change of Control shall mean the occurrence of any of the following:
(i)    A tender offer or exchange offer whereby the effect of such offer is to take over and control the affairs of the Corporation, and such offer is consummated for the ownership of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s then outstanding voting securities.
(ii)    The Corporation is merged or consolidated with another corporation and, as a result of such merger or consolidation, less than seventy-five percent (75%) of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of the Corporation, other than affiliates within the meaning of the Exchange Act or any party to such merger or consolidation.
(iii)    The Corporation transfers substantially all of its assets to another corporation or entity that is not a wholly-owned subsidiary of the Corporation.
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(iv)    Any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s then outstanding securities, and the effect of such ownership is to take over and control the affairs of the Corporation.
(v)    As the result of a tender offer, merger, consolidation, sale of assets, or contested election, or any combination of such transactions, the persons who were members of the Board of Directors of the Corporation immediately before the transaction, cease to constitute at least a majority thereof. 
Section 11.General Restrictions
Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:
(a)    Notwithstanding any other provision of the Plan, the Corporation shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.
(b)    To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
Section 12.Unfunded Plan
The Plan shall be unfunded. Neither the Corporation, a Subsidiary, nor the Board of Directors shall be required to segregate any assets that may at any time be represented by Awards made pursuant to the Plan. Neither the Corporation, a Subsidiary, the Committee, nor the Board of Directors shall be deemed to be a trustee of any amounts to be paid under the Plan.
Section 13.Limits of Liability
(a)    Any liability of the Corporation or a Subsidiary to any Participant with respect to an Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement.
(b)    Neither the Corporation nor a Subsidiary, nor any member of the Board of Directors or of the Committee, nor any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken or not taken in good faith under the Plan except as may be expressly provided by statute.
Section 14.Rights of Employees
(a)    Status as an eligible Employee shall not be construed as a commitment that any Award will be made under this Plan to such eligible Employee or to eligible Employees generally.
(b)    Nothing contained in this Plan or in any Award Agreement (or in any other documents related to this Plan or to any Award or Award Agreement) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Corporation or a Subsidiary or constitute any contract or limit in any way the right of the Corporation or a Subsidiary to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.
Section 15.History and Duration
The Board of Directors adopted the Plan subject to the approval of the shareholders of the Corporation at the Corporation’s 2020 annual meeting of its shareholders on May 11, 2020. The date of such shareholder approval shall be the “Effective Date” of the Plan. The Plan shall remain in effect as long as any Awards under the Plan have been exercised or terminated under the terms of the Plan and applicable Award Agreements, provided that Awards under the Plan may only be granted within ten years of the Effective Date of the Plan.
Proxy Statement 99