Table of Contents

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.     )

Table of Contents

White Mountains Insurance Group, Ltd. (the “Company”, “Registrant” or “WTM”) is an exempted Bermuda limited liability company whose principal businesses are conducted through its propertyinsurance subsidiaries and casualty insurance and reinsurance subsidiaries.other affiliates.  Within this proxy statement, the term “White Mountains” is used to refer to one or more entities within the consolidated organization, as the context requires.

White Mountains is engaged in the business of making opportunistic and value-oriented acquisitions of businesses and assets in the insurance, financial services and related sectors, operating these businesses and assets through our subsidiaries and, if and when attractive exit valuations become available, disposing of these businesses and assets.

White Mountains currently conducts its business primarily in three areas: municipal bond insurance, marketing technology and other operations.  White Mountains’s propertymunicipal bond insurance business is conducted through its subsidiary HG Global Ltd. (“HG Global”) and, casualtythrough its wholly-owned reinsurance subsidiary, HG Re Ltd. (“HG Re”).  HG Global was established to fund the startup of and provide reinsurance, through HG Re, to Build America Mutual Assurance Company (“BAM”), a mutual municipal bond insurance company.  White Mountains’s marketing technology business is conducted through its subsidiaries QL Holdings LLC and reinsurance operations principally include: (1)its subsidiary QuoteLab, LLC (collectively “MediaAlpha”).  White Mountains’s investing activities are conducted through its wholly owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”).  White Mountains’s reportable segments are HG Global/BAM, MediaAlpha, and Other Operations.

On September 28, 2017, White Mountains completed the disposition of OneBeacon Insurance Group, Ltd. (“OB” or “OneBeacon”), to Intact Financial Corporation.  While owned by White Mountains, OneBeacon was a 76%-owned Bermuda-based company, which through its subsidiaries offersprovider of a wide range of specialty property and casualty insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies; agencies. (2) HG Global, Ltd., a Bermuda-domiciled company, which through its subsidiaries reinsures Build America Mutual Assurance Company (“BAM”), a municipal bond insurer domiciled in New York that provides insurance on bonds issued to support essential U.S. public purposes, and provided the initial capitalization of BAM through the purchase of $503 million of BAM surplus notes; and (3) White Mountains’s Other Operations segment, which includes White Mountains’s variable annuity reinsurance business, White Mountains Life Reinsurance (Bermuda) Ltd. (“Life Re Bermuda”), which is in runoff with all of its contracts maturing by June 30, 2016, and Life Re Bermuda’s U.S.-based service provider, White Mountains Financial Services LLC (collectively, “WM Life Re”), White Mountains’s ownership positions in Tranzact Holdings, LLC (together with its subsidiaries, “Tranzact”), QL Holdings, LLC (together with its subsidiaries, “MediaAlpha”) and Wobi Insurance Agency Ltd. (“Wobi”), as well as various other entities and investments. The Other Operations segment also includes Star & Shield Services LLC, Star & Shield Risk Management LLC, and Star & Shield Claims Services LLC (collectively, “Star & Shield”). Star & Shield provides management services for a fee to Star & Shield Insurance Exchange (“SSIE”), a reciprocal that is owned by its members, who are policyholders. White Mountains’s invested assets are managed by White Mountains Advisors LLC (“WM Advisors”), the Company’s wholly-owned investment management subsidiary. For additional information, on our business segments, please refer to the Form 10-K for 20152017 which can be found at www.whitemountains.com.

The 20162018 Annual General Meeting will be confined to a Member vote on the proposals set forth in this Proxy Statement and on such other matters properly brought before the meeting.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

NOTICE OF 20162018 ANNUAL GENERAL MEETING OF MEMBERS

TO BE HELD MAY 26, 201624, 2018

Notice is hereby given that the 20162018 Annual General Meeting of Members of White Mountains Insurance Group, Ltd. will be held on Thursday, May 26, 201624, 2018 at 8:00 am Atlantic Time at Tucker’s PointRosewood Bermuda Hotel, 60 Tucker’s Point Drive, Hamilton Parish, Bermuda.  At this meeting, you will be asked to consider and vote upon the following proposals:

The Company’s audited financial statements for the year ended December 31, 2015,2017, as approved by the Company’s Board of Directors, will be presented at this Annual General Meeting.

Members of record of common shares on the record date, Monday, April 4, 2016,2, 2018, (1) who are individuals, may attend and vote at the meeting in person or by proxy or (2) that are corporations or other entities, may have their duly authorized representative attend and vote at the meeting in person or by proxy.  A list of all Members entitled to vote at the meeting will be open for public examination during regular business hours beginning on or about April 18, 201624, 2018 at the Company’s registered office located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

All Members are invited to attend this meeting.

Members are invited to complete and sign the accompanying proxy card to be returned to White Mountains Insurance Group, Ltd., Proxy Services, c/o Computershare Investor Services, P.O. Box 8069, Edison, New Jersey, 08818-8069,505008, Louisville, Kentucky 40233-9814, in the envelope provided, whether or not they expect to attend the meeting.  Members may also vote their shares by telephone or via the internet in accordance with the instructions on your proxy card.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Company’s Board of Directors (the “Board”) for the 20162018 Annual General Meeting of Members (the “2016“2018 Annual Meeting”), to be held on Thursday, May 26, 201624, 2018 at Tucker’s PointRosewood Bermuda Hotel, 60 Tucker’s Point Drive, Hamilton Parish, Bermuda.  The solicitation of proxies will be made primarily by mail, and the Proxy Statement and related proxy materials will be distributed to registered Members on or about April 22, 2016.24, 2018.

Holders of the Company’s common shares (“Members”), par value $1.00 per share, as of the close of business on Monday, April 4, 2016,2, 2018, the record date, are entitled to vote at the meeting.

You can ensure that your common shares are properly voted at the meeting by completing, signing, dating and returning the enclosed proxy card in the envelope provided.  Members may also vote their shares by telephone or via the internet in accordance with the instructions on your proxy card.  A Member has the right to appoint another person (who need not be a Member) to represent the Member at the meeting by completing an alternative form of proxy which can be obtained from the Corporate Secretary or by notifying the Inspectors of Election (see page 37).  Every Member entitled to vote has the right to do so either in person or by one or more persons authorized by a written proxy executed by such Member and filed with the Corporate Secretary.  Any proxy duly executed will continue in full force and effect unless revoked by the person executing it in writing or by the filing of a subsequent proxy.

Sending in a signed proxy will not affect your right to attend the meeting and vote.  If a Member attends the meeting and votes in person, his or her signed proxy is considered revoked.

IMPORTANT VOTING INFORMATION

If you hold your shares through a broker, bank or other financial institution, in order for your vote to be counted on any matter other than Proposal 103 (the ratification of the selection of PwC as the Company’s auditor for 2016)2018), you must provide specific voting instructions to your broker, bank or financial institution by completing and returning the proxy card or following the instructions provided to you to vote your shares via telephone or the Internet.  Voting deadlines vary by institution.  Please check with your broker, bank or other financial institution for the voting cut-off date for WTM.

Your Participation in Voting the Shares You Own Is Important

Voting your shares is important to ensure that you have a say in the governance of your company.  Please review the proxy materials and follow the instructions on the proxy card to vote your shares.  We hope you will exercise your rights and fully participate in your company’s future.

More Information Is Available

If you have any questions about this rule or the proxy voting process in general, please contact the broker, bank or other financial institution where you hold your shares.  The U.S. Securities and Exchange Commission (“SEC”) has information available on the internet at: www.sec.gov/investor/alerts/votingrules2010.htmhttps://www.investor.gov/system/files/publications/documents/english/sec-guide-to-proxy-brochures.pdf with more information about your voting rights as a shareholder.

PROPOSAL 1 - ELECTION OF THE COMPANY’S DIRECTORS

THE BOARD OF DIRECTORS

The Board is divided into three classes (each a “Class”).  Each Class serves a three-year term.

At the 20162018 Annual General Meeting, Messrs. Morgan W. Davis, LowndesMary C. Choksi, Philip A. SmithGelston, and Gary C. TolmanEdith E. Holiday are nominated to be elected to Class IIII with a term ending in 2019.2021.

The Board recommends a vote FOR Proposal 1 which calls for the election of the 20162018 nominees.

The current members of the Board and terms of each Class are set forth below:

* Nominated to be elected at the 20162018 Annual General Meeting to Class IIII with a term ending in 2019.2021.

**Retiring from the Board, effective as of the 2018 Annual General Meeting.

The Board is comprised of sixeight independent directors and the Chairman/CEO.Chief Executive Officer.  Upon Mr. Frinquelli’s retirement from the Board at the end of the 2018 term, the Board will be comprised of seven independent directors and the Chief Executive Officer.

The Board believes its members should have a diversity of skills and experience and be willing to devote adequate time and effort to Board responsibilities.  In evaluating director candidates, the Nominating and Governance Committee evaluates attributes such as independence, integrity, expertise, breadth of experience, knowledge about the Company’s business and industry, and ownership interest in the Company.  Key aspects of the directors’ experiences, qualifications and skills are included in their individual biographies.

Class I - To Be Elected to a Term Ending in 2019

Morgan W. Davis has been a director of the Company since 2006.2006 and was appointed as Chairman of the Board on March 1, 2017.  Mr. Davis formerly was a Managing Director of OneBeacon from 2001 to 2005 and served in a variety of capacities for subsidiaries of White Mountains from 1994 to 2001.  Prior to 1994, Mr. Davis had 21 years of experience in the insurance business, mostly at Fireman’s Fund Insurance Company and INA/Cigna.  Mr. Davis alsoserved as a director of OneBeacon until September 2017.  He currently serves as a director of OneBeacon,Compare.com (formerly Inspop USA LLC) and MediaAlpha.  Mr. Davis served as a director of Endurance Specialty Holdings, where he also servesand as a member of theits Finance and Compensation Committees, Compare.com (formerly Inspop USA LLC), Valen Analytics, where he also serves as the Chairman of the Compensation Committee, and MediaAlpha.from 2015 until its acquisition by SOMPO Holdings, Inc. in March 2017.  Mr. Davis has extensive executive and board-level experience gained over the course of his more than forty-five-year career in the property and casualty insurance industry.

Lowndes A. Smith has been a director of the Company since 2003.  Mr. Smith has served as Managing Partner of Whittington Gray Associates since 2001.  Mr. Smith formerly served as Vice Chairman of The Hartford Financial Services Group, Inc. (1989-2001) and President and CEO of Hartford Life Insurance Company (1989-2001).  Mr. Smith servesserved OneBeacon as Chairman of the Board and the Compensation Committee and was a member of the Audit, Executive and Compensation Committees of OneBeacon.until September 2017.  Mr. Smith also served as Chairman of the Board and a member of the Audit, Compensation and Executive Committees of Symetra Financial Corporation from 2007 until its February 2016 merger with Sumitomo Life Insurance Company.  Mr. Smith has more than 40 years of experience in the insurance industry as well as broad management and financial experience.

Gary C. Tolman was appointed tohas been a director of the Board of Directors inCompany since June 2015. Mr. Tolman is the co-founder of NOBLR, a full stack telematics-specific personal auto insurance company.  Mr. Tolman formerly served as the President and Chief Executive Officer of Esurance, the direct-to-consumer personal auto insurance company, from 2000 until his retirement in 2015.  Mr. Tolman also served as the Chairman of the Board of Directors for Answer Financial, one of the country’s largest personal lines insurance agencies.  Prior to joining Esurance in 1999, Mr. Tolman served as the President and Treasurer of Talegen Holdings, formerly the property and casualty insurance operations of Xerox Corporation.  Before Talegen Holdings, Mr. Tolman worked at Fireman’s Fund Insurance Company for 15 years, serving in a number of capacities and leaving as Senior Vice President and Chief Financial Officer of its reinsurance company.  Mr. Tolman is on the Board of Governors of the International Tennis Hall of Fame and has also served on the boards of a number of insurance and insurance services companies during his more than 40-year career in the property and casualty insurance industry.  He currently serves on the Board of Directors of Kelly Klee Inc. and on the Board of Governors of the International Tennis Hall of Fame.

Class II -– Term Ending in 20172020

Raymond Barrette has served as Chairman and CEO of the Company since January 2007 and has been a director since August 2006.  He previously served as a director of the Company (2000-2005), as President and CEO of the Company (2003-2005), as CEO of OneBeacon (2001-2002), as President of the Company (2000-2001), and as Executive Vice President and Chief Financial Officer of the Company (1997-2000).  Prior to joining the Company in 1997, Mr. Barrette had 23 years of experience in the insurance business.  Mr. Barrette serves as a director of OneBeacon and BAM.  Mr. Barrette is an actuary and has significant experience in all facets of the property and casualty insurance industry.

Yves Brouillette has been a director of the Company since 2007.  He has been the President of Beluca Investment, Inc. since 2005.2006.  Previously, Mr. Brouillette had been with ING since 1989, serving in many leadership positions at ING companies, including most recently as the CEO for ING Latin America operations in Mexico, Brazil, Chile and Peru (2002-2005).  From 2004 until May 2017, Mr. Brouillette iswas a director of Intact Financial Corporation (formerly ING Canada), where he servesserved on the Audit and Risk Committees, and was the Chairman of the Board (2003-2007).  Mr. Brouillette is an actuary and has over 30 years of experience in the property and casualty insurance industry in North and South America.

G. Manning Rountree was appointed as a director and Chief Executive Officer of the Company on March 1, 2017.  Previously, Mr. Rountree served as an Executive Vice President of the Company and President of White Mountains Capital, Inc. (“WM Capital”).  He joined White Mountains in 2004 and served as President of WM Advisors from March 2009 until December 2014.  Prior to joining White Mountains, Mr. Rountree was a Senior Vice President at Putnam Investments for two years.  Prior to joining Putnam Investments, Mr. Rountree spent three years with McKinsey & Company. Mr. Rountree is a director and member of the Risk Management Committee of Admiral Group plc, a large car insurance provider based in the UK.

Class III – To Be Elected to a Term Ending in 20182021

A. Michael FrinquelliMary C. Choksi has been a director of the Companycompany since June 2005.  Mr. Frinquelli is co-founder and Manager of Renaissance Fund Advisors, Inc.  Until 2004, Mr. Frinquelli2017.  Ms. Choksi was a generalfounding partner of Renaissance Executive Partners,Strategic Investment Group (Strategic), an investment management enterprise founded in 1987 which he co-founded in April 1997.  Prior to that, he was a managing director at Merrill Lynchdesigns and a managing director at Salomon Brothers.  Mr. Frinquelli alsoimplements global investment strategies for large institutional and individual investors. She served as a Senior Managing Director/Senior Advisor of Strategic until February 2017. Ms. Choksi has served as a Director of the Avis Budget Group since 2007, where she serves on the Audit and Governance Committees, and of the Omnicom Group since 2011, where she serves on the Audit and Compensation Committees. She is also an Independent Director of the Franklin and Templeton series of mutual funds. Ms. Choksi was a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank.

Philip A. Gelston has been a director for Primus Financial Products, LLC,of the company since February 2018.  Mr. Gelston joined Cravath, Swaine & Moore LLP in 1978 and became a wholly-owned subsidiary of Primus Guaranty, Ltd.,partner in 1984.  He retired from 2004 until 2010.  Mr. Frinquelli is a Chartered Financial Analyst andCravath’s Corporate Department in December 2017.  He has extensive insurance industry expertise, servingexperience in mergers and acquisitions, joint ventures and general corporate counseling.  Mr. Gelston’s practice encompassed complicated negotiated transactions, hostile transactions (both offense and defense), cross border transactions, activist defense, and advising boards and senior executives, particularly on corporate governance and managing crisis situations.  Mr. Gelston also serves as an insurance industry equity analysta Trustee for almost 35 years.the Friends of Bronx Preparatory Charter School.

Edith E. Holiday has been a director of the Company since 2004.  Ms. Holiday formerly served as Operating Trustee for TWE Holdings I and II Trusts from 2002 to 2007.  Ms. Holiday was also the President, Secretary and Treasurer of Comcast TW Holdings, Inc. from 2006 to 2007.  From 1990 to 1993 Ms. Holiday served as Assistant to the President of the United States and Secretary of the Cabinet.  From 1989 to 1990 she was General Counsel to the United States Treasury Department.  Ms. Holiday also holds directorships at Canadian National Railway Company (since 2001), where she also serves on the Audit Committee, and Hess Corporation (since 1993), Santander Consumer USA (since 2016), and is a director or trustee of 42 investment companies in the Franklin Templeton Group of Mutual Funds (since 1996).  Ms. Holiday also served as a Director for the H. J. Heinz Company (from 1995 until its sale in 2013) and RTI International Metals Inc. (from 1999 until its sale in 2015).  Ms. Holiday has extensive board-level experience across diverse industries and significant experience with the U.S. Federal government.

CORPORATE GOVERNANCE

Corporate governance is the system by which companies are directed and controlled and involves the distribution of rights and responsibilities among the Board, management and the Company’s Members.  The Company has established Corporate Governance Guidelines that spell out its overall approach towards corporate governance.

The Company also has a Code of Business Conduct that applies to all directors, officers and employees in carrying out their responsibilities to, and on behalf of, the Company.  No waivers of the Code of Business Conduct were requested of, or granted by, the Board for any director or executive officer during 2015.2017.

The Company’s Corporate Governance Guidelines and Code of Business Conduct are available at our website, www.whitemountains.com.  These documents are available in print, free of charge, to any Member upon request.

The Board

The day-to-day management of the Company, including preparation of financial statements and short-term and long-term strategic planning, is the responsibility of management.  The primary responsibility of the Board is to oversee and review management’s performance of these functions in order to advance the long-term interests of the Company and its Members.

In fulfilling this responsibility, directors must exercise common sense business judgment and act in what they reasonably believe to be in the best interests of the Company and its Members.  Directors are entitled to rely on the honesty and integrity of senior management and the Company’s outside advisors and auditors.  However, it is the Board’s responsibility to establish that they have a reasonable basis for such reliance by ensuring that they have a strong foundation for trusting the integrity, honesty and undivided loyalty of the senior management team upon whom they are relying and the independence and expertise of outside advisors and auditors.

Mr. BarretteDavis, an independent director, serves as Chairman of the Board and as CEOBoard.  At meetings of the Company.  The Board, believes thatMr. Davis presides over a separate session of non-management directors without Company management present.  In addition to being led by an independent Board Chair, the most effective leadership structure for the Company at the present time is for Mr. Barrette to serve in both roles.  As CEO, Mr. Barrette is effective at overseeing the complex, decentralized operations of the Company.  By virtue of his broad knowledge of the insurance industry and his long experience and track record with the Company, the Board believes Mr. Barrette is best suited to preside over the Board and set its agendas.  The Board is comprised of directors that, together, are knowledgeable and experienced in the Company’s business, and thebusiness. The Board is satisfied that the current structure provides strong oversight of the Company’s affairs.

At meetings of the Board, Morgan W. Davis, the Deputy Chairman, presides over a separate session of non-management directors without Company management present.

Director Independence

The Board has determined that a majority of the Company’s current directors are independent, as defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual.  Those directors determined to be independent are Messrs. Brouillette, Davis, Frinquelli, Gelston, Smith and Tolman and Ms.Mmes. Choksi and Holiday.  For a director to be independent, the Board must determine that the director has no relationship with the Company (other than being a director or shareholder of the Company or its subsidiaries) or has only immaterial relationships with the Company.  The Company does not apply categorical standards as a basis for determining director independence.  Accordingly, the Board considers all relevant facts and circumstances, on a case-by-case basis, in making an independence determination.

The Board notes no current relationships (other than being directors or shareholders) with Messrs. Brouillette, Frinquelli, Gelston, Tolman and Smith or Ms.Mmes. Choksi and Holiday.  The Board notes a relationship with Mr. Davis, as disclosed herein under “Director Compensation”, that it concluded was immaterial and did not impair his independence.  In making its independence determinations, the Board considers all such relationships in light of NYSE standards as well as the attributes it believes should be possessed by independent-minded directors.  Those attributes include the relative impact of the transactions to the director’s personal finances, the perceived degree of dependence by the director or the Company upon the relationship or transactions continuing in the future and whether the transactions were on terms that were reasonable and competitive.

Board Meetings and Committees; Annual Meeting Attendance

During 2015,2017, the following meetings of the Board were held: fiveseven meetings of the full Board, eleven meetings of the Audit Committee, sevenfour meetings of the Compensation Committee, twothree meetings of the Performance Compensation Subcommittee, twothree meetings of the Nominating and Governance Committee and four meetings of the Finance Committee.  During 2015,2017, each director attended more than 75% of the aggregate of: (1) the total number of meetings of the Board (held during the period for which he or she has been a director); and (2) the total number of meetings held by all committees of the Board on which he or she served.  It is WTMWhite Mountains practice that all directors are invited to and generally attend all Committee meetings.  In addition, each Committee Chair provides regular updates to the Board regarding Committee activities.

Directors are encouraged, but are not required, to attend annual meetings.  All of the Company’s directors were in attendance at the 20152017 Annual General Meeting, which was held on May 28, 2015.25, 2017.

Committees of the Board

Nominating and Governance Committee

The primary purposes of the Nominating and Governance Committee are to: (1) identify individuals qualified to become Board members and recommend such individuals to the Board for nomination for election to the Board; (2) make recommendations to the Board concerning committee appointments; (3) develop, recommend and annually review corporate governance guidelines applicable to the Company and oversee corporate governance mattersmatters; and (4) oversee the evaluation of the Board and management.

The Nominating and Governance Committee is currently comprised of Ms. Edith Holiday (as Chairwoman) and Messrs. Brouillette, Davis and Smith.  The Board has determined that each current member of the Nominating and Governance Committee satisfies applicable NYSE requirements.

The Nominating and Governance Committee Charter, which outlines the duties and responsibilities of the Nominating and Governance Committee, is available at www.whitemountains.com.  The Nominating and Governance Committee Charter is available in print, free of charge, to any Member upon request.

General Criteria and Process for Selection of Director Candidates.  In identifying and evaluating director candidates, the Nominating and Governance Committee does not set specific criteria for directors.  Under its charter,Charter, the Committee is responsible for determining desired Board skills and evaluating attributes such as independence, integrity, expertise, breadth of experience, knowledge about the Company’s business or industry and ownership interest in the Company.  In selecting director candidates, the Company seeks a diversity of skills and experience, but does not affirmatively seek diversity based on race, gender, or national origin.  Directors must be willing to devote adequate time and effort to Board responsibilities.  As set forth in the Company’s Corporate Governance Guidelines and its Charter, the Committee is responsible for recommending director candidates to the Board.

Consideration of Director Candidates Nominated by Members.  The Company has not adopted a specific policy regarding consideration of director candidates from Members.  Members who wish to recommend candidates for consideration by the Committee may submit their nominations in writing to the Corporate Secretary at the address provided in this Proxy Statement.  The Committee may consider such Member recommendations when it evaluates and recommends candidates to the Board for submission to Members at each annual general meeting.  In addition, Members may nominate director candidates for election without consideration by the Committee by complying with the eligibility, advance notice and other provisions of our Bye-laws as described below.

Procedures for Nominating Director Candidates.  Under the Company’s Bye-laws, nominations for the election of directors may be made by the Board or by any Member entitled to vote for the election of directors (a “Qualified Member”).  A Qualified Member may nominate persons for election as directors only if written notice of such Qualified Member’s intent to make such nomination is delivered to the Secretary not later than:  (1) with respect to an election to be held at an annual general meeting, 90 days prior to the anniversary date of the immediately preceding annual general meeting or not later than 10 days after notice or public disclosure of the date of the annual general meeting is given or made available to Qualified Members, whichever date is earlier, and (2) with respect to an election to be held at a special general meeting for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to Qualified Members.  Each such notice shall set forth:  (a) the name and address of the Qualified Member who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the Qualified Member is a holder of record of common shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;  (c) a description of all arrangements or understandings between the Qualified Member and each such candidate and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Qualified Member;  (d) such other information regarding each candidate proposed by such Qualified Member as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each such candidate been nominated, or intended to be nominated, by the Board;  and (e) the consent of each such candidate to serve as a director of the Company if so elected.

Audit Committee

The primary purposes of the Audit Committee are to:  (1) assist with Board oversight of:  the integrity of the Company’s financial statements; the qualifications and independence of the independent auditors; the performance of the internal audit function and the independent auditors; and the Company’s compliance with legal and regulatory requirements;  (2) provide an avenue of communication among the independent auditors, management, the internal auditors and the Board;  (3) approve certain related or affiliated person transactions and review disclosures thereof andand;  (4) prepare the Audit Committee Report (which appears on page 30)34).  In addition, with respect to risk management, the Committee discusses with management the Company’s policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.

The Audit Committee meets individually in private session with the Company’s Chief Financial Officer, Chief Actuary, General Counsel, General Auditor, Chief Accounting Officer, and the independent auditors at its quarterly meetings.

The Audit Committee is comprised of Messrs. Smith (as Chairman), Brouillette and Frinquelli and Ms. Holiday.  The Board has determined that, of the persons on the Audit Committee, at a minimum Mr. Smith meets the requirements of being an Audit Committee Financial Expert as defined in Item 407(d) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Board has also determined that each current member of the Audit Committee satisfies applicable NYSE requirements as well as the separate independence standards set forth by the SEC.

The Audit Committee Charter, which outlines the duties and responsibilities of the Audit Committee, is available at www.whitemountains.com.  The Audit Committee Charter is available in print, free of charge, to any Member upon request.

Compensation Committee

The primary purposes of the Compensation Committee are to:  (1) review and make recommendations on director compensation;  (2) discharge the Board’s responsibilities relating to the compensation of executives;  (3) oversee the administration of the Company’s compensation plans (and, to the extent the Compensation Committee deems appropriate, the plans of the Company’s major subsidiaries), in particular the incentive compensation and equity-based plans andand;  (4) review and discuss the Compensation Discussion and Analysis with management and prepare the Compensation Committee Report (which appears on page 19)22).

The Compensation Committee is currently comprised of Messrs. DavisTolman (as Chairman), Frinquelli and Smith and Ms. Holiday.  The Board has determined that each current member of the Compensation Committee satisfies applicable NYSE requirements.

The Compensation Committee Charter, which outlines the duties and responsibilities of the Compensation Committee, is available at www.whitemountains.com.  The Compensation Committee Charter is available in print, free of charge, to any Member upon request.

Performance Compensation Subcommittee

In February 2013, the Compensation Committee formed the Performance Compensation Subcommittee.  The Committee delegated to the Subcommittee review and approval of performance-based compensation in order to comply with Internal Revenue Code Section 162(m) (“Section 162(m)”).

The Performance Compensation Subcommittee is comprised of Messrs. SmithFrinquelli and FrinquelliSmith and Ms. Holiday.

Interlocks and Insider Participation

No member of the Compensation Committee or the Performance Compensation Subcommittee was an employee of the Registrant during the last fiscal year or has served as an officer of the Registrant.

Finance Committee

The primary purposes of the Finance Committee are to:  (1) formulate the Company’s (including OneBeacon’s) investment policy and investment guidelines;  (2) review the performance and asset allocation of the Company’s (including OneBeacon’s) investment portfolio on a regular basisbasis; and  (3) monitor the capital, debt, and corporate structure of the Company (including OneBeacon) and, in coordination with the Audit Committee, review the adequacy of risk management, including with respect to new business opportunities outside of traditional property and casualty insurance and reinsurance.  The Finance Committee is currently comprised of Messrs. Frinquelli (as Chairman), Barrette, Brouillette, Rountree, Smith and Smith.Tolman.

Interlocks and Insider Participation

No member of the Compensation Committee or the Performance Compensation Subcommittee was an employee of the Registrant during the last fiscal year or has served as an officer of the Registrant.

Risk Oversight

The Board, directly and through its Committees, plays an active role in the oversight of the Company’s risk management.  The subject of risk management is a recurring agenda item, for which the Board regularly receives reports from management on capital, investments, and operations, including the risks associated with each and the steps management is taking to manage those risks.  The Board also discusses with management the Company’s business strategy, risk appetite and appropriate levels of risk.

The Board’s committees are assigned oversight responsibility for particular areas of risk.  For example, the Audit Committee receives a report, at least annually, on company-wide risks which encompass operational, financial, legal, compliance and reputational risks.  The Compensation Committee oversees risk related to executive compensation plans and implementation.  The Finance Committee oversees the risks related to managing the Company’s investment portfolio.

Shareholder Communications

Members, employees and others interested in communicating directly with the Board, any of the Board’s Committees or any individual member of the Board should write to the addressee, c/o the Corporate Secretary, at the address presented under “Available Information” (which appears on page 37)38).

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Rights of Members

As of April 4, 2016,2, 2018, there were 5,415,8623,753,405 common shares outstanding.  Members of record of common shares shall be entitled to one vote per common share, provided that if, and so long as, the votes conferred by “Controlled” common shares (as defined below) of any person constitute ten percent (10%) or more of the votes conferred by the outstanding common shares of the Company, each outstanding common share comprised in such Controlled common shares shall confer only a fraction of a vote that would otherwise be applicable according to the following formula:

[(T divided by 10)-1] divided by C

Where: “T” is the aggregate number of votes conferred by all the outstanding common shares; and “C” is the number of votes conferred by the Controlled common shares of such person.

“Controlled” common shares in reference to any person means:

(1)all common shares directly, indirectly, or constructively owned by such person within the meaning of Section 958 of the Internal Revenue Code of 1986, as amended, of the United States; and

(2)all common shares directly, indirectly, or constructively owned by any person or “group” of persons within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder; provided that this clause (ii) shall not apply to (a) any person (or any group that includes any person) that has been exempted from the provisions of this clause or (b) any person or group that the Board, by the affirmative vote of at least seventy-five percent (75%) of the entire Board, may exempt from the provisions of this clause.

The limitations set forth above do not apply to any Member which is a “Byrne Entity” (as defined below) for any matter submitted to the vote of Members, except with respect to the election of directors.  “Byrne Entity” means any of John J. Byrne, any foundation or trust established by John J. Byrne, Patrick Byrne, and any associate or affiliate of any of them (or any group of which any of them is a part), as defined under Section 13(d) of the United States Securities Exchange Act of 1934, as amended.

If, as a result of giving effect to the foregoing provisions or otherwise, the votes conferred by the Controlled common shares of any person would otherwise represent 10% or more of the votes conferred by all the outstanding common shares, the votes conferred by the Controlled common shares of such person shall be reduced in accordance with the foregoing provisions.  Such process shall be repeated until the votes conferred by the Controlled common shares of each person represent less than 10% of the votes conferred by all common shares.

Security Ownership of Certain Beneficial Owners

To the knowledge of the Company, there was no person or entity beneficially owning more than 5% of the common shares outstanding as of April 4, 2016,2, 2018, except as shown below.

(a)Information as of December 31, 2015,2017, based on Schedule 13G filed with the Securities and Exchange Commission on February 2, 2016,8, 2018, by and on behalf of Franklin Mutual Advisers, LLC. On April 19, 2016, the Company repurchased 325,000 of these common shares. See “Transactions with Related Persons, Promoters and Certain Control Persons”.The Vanguard Group.

(b)Information as of December 31, 2015,2017, based on Schedule 13G filed with the Securities and Exchange Commission on February 9, 2016,14, 2018, by and on behalf of T. Rowe Price Associates, Inc.

(c)Information as of December 31, 2015, based on Schedule 13G filed with the Securities and Exchange Commission on February 11, 2016, by and on behalf of The Vanguard Group.

Security Ownership of Management

The following table sets forth, as of April 4, 2016,2, 2018, beneficial ownership of common shares by each director, the Named Executive Officers (as defined on page 20)23) and all other executive officers as a group:

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this CD&A, we review the philosophy of White Mountains’s executive compensation program, the compensation process, the program’s elements and the 2017 and 2018 compensation decisions for our current named executive officers:

·    Manning Rountree, CEO as of March 1, 2017

·    Reid Campbell, EVP and CFO as of May 17, 2017

·    Robert Seelig, EVP and General Counsel

·    Brian Palmer, Managing Director and CAO

In addition, under applicable SEC rules, we also are required to discuss the 2017 compensation decisions for the following former named executive officers:

·    Ray Barrette, former Chairman and CEO, who served through March 1, 2017

·    David Foy, former CFO, who served through May 16, 2017 and remained an employee until December 31, 2017

·    David Linker, former President of WM Advisors, who served through November 2017 and remained an employee until January 31, 2018

·    Michael Miller, CEO of OneBeacon, who ceased to be an executive officer of White Mountains upon the closing of the sale of OneBeacon on September 28, 2017

Unless otherwise noted, the term named executive officer as used in this CD&A does not include Messrs. Barrette, Foy, Linker and Miller, the term “CEO” refers to Mr. Rountree, the term “CFO” refers to Mr. Campbell and the term “Committee” refers to the Compensation Committee of the Board of Directors of White Mountains.

PhilosophyBackground

White Mountains is engaged in the business of making opportunistic and value-oriented acquisitions of businesses and assets in the insurance, financial services and related sectors, operating these businesses and assets through our subsidiaries and, if and when attractive exit valuations become available, disposing of these businesses and assets.

In recent years, White Mountains has sold a number of its businesses—OneBeacon, Tranzact, Sirius and Symetra—as buyers made compelling offers that resulted in roughly $1.4 billion of transaction gains that drove strong growth in adjusted book value per share (“ABVPS”) during 2015-2017.  As a result of these sales, the Company finds itself in a period of transition as management works to intelligently redeploy and distribute the transaction proceeds.  Pro forma for the OneBeacon sale, as of May 2017 the Company had an undeployed capital position of $3.1 billion on a capital base of $4.2 billion.  In addition, the Company’s remaining businesses generated much lower revenues than the sold businesses, and the high level of undeployed capital implies a low single digit go-forward rate of growth in ABVPS, at least in the short term. We expect returns to normalize and revenues to grow over several years, as undeployed capital is deployed in new opportunities or distributed.  The Company remains focused on economics and creating shareholder value, while targeting redeployment in its areas of expertise: primarily insurance, broader financial services and adjacent sectors.  The Company remains value-oriented, opportunistic and highly flexible.

In making compensation grants in early 2018 and setting related performance targets, the Committee took account of the stage of transition of the Company, including the level of deployed and undeployed capital and the expected run rate returns thereon, and made assumptions regarding the timing and magnitude of redeployment and distributions consistent with the Company’s communications with shareholders in May 2017.  In particular, for the new incentive grants, which were the first grants made after the completion of all the aforementioned sales, the Committee decreased the total target number of shares granted under the long-term incentive plan by roughly 24% and increased the performance target applicable to the new performance share cycle by 1 point over the prior cycle.  In addition, the Committee considered the feedback received from owners through the Company’s shareholder outreach conducted in May 2017 and the vote levels from the 2017 “say-on-pay” proposal. The Committee will strongly consider the feedback and vote levels when determining the appropriateness and amounts of any future separation payments to executives.  The Committee has determined that separation payments relating to periods after the date of separation generally will be limited to no more than target levels.

May 2017 Shareholder Engagement

Following the announcement of the OneBeacon sale in May 2017, the Company published an investor presentation and held meetings with a number of the Company’s shareholders.  The presentation discussed (1) the transformation of the Company through the previously discussed sales of businesses over the course of the 2015-2017 performance cycle, (2) capital management activities, (3) management changes, and (4) expectations for the Company going forward, including lower run rate returns and revenues, particularly until capital generated from the sale transactions is redeployed.

At about the same time, in advance of the Company’s annual general meeting held on May 25, 2017, certain proxy advisory firms recommended that shareholders vote against the Company’s “say-on-pay” proposal.  In light of the recommendations, the Company’s management met with 14 shareholders who held roughly 51% of the Company’s shares to discuss the recommendations and address questions about the Company’s compensation program, including the cash retirement payment made to Mr. Barrette that is discussed below.  In general, these shareholders understood the basis for the Company’s compensation actions in conjunction with the sales of businesses and the strong transaction gains that the Company produced and indicated they would vote in favor of the “say-on-pay” proposal.

At the 2017 Annual Meeting, 68% of shareholders voted in favor of the “say-on-pay” proposal (65% after giving effect to the voting cutback applicable to certain shareholders).  The Committee noted that, although a meaningful majority of shareholders voted in favor of the “say-on-pay” proposal, a reasonable minority of owners voted against the proposal.  The Committee took account of shareholder feedback and these vote levels and, in the future, will strongly consider them when determining the appropriateness and amounts of any future separation payments to executives.  The Committee has determined that separation payments relating to periods after the date of separation generally will be limited to no more than target levels.

Philosophy

Our executive compensation policies are designed with the primary goal of maximizing shareholder value over long periods of time.  We believe that this goal is best pursued by utilizing a pay-for-performance program that closely aligns the financial interests of management with those of our shareholders and encourages appropriate risk taking.  We accomplish this by emphasizing variable long-term compensation, the value of which is tied to performance over a number of years rather than entitlements (such as base salary, pensions and employee benefits).  To that end, the Compensation Committee (the “Committee”) has established base salaries and target annual bonuses for our executives that tend to be lower than those paid by comparable property and casualty insurers and reinsurers, while granting the bulk of an executive’s target compensation as long-term incentive compensation.

We generally have structured our long-term incentive compensation as performance shares, restricted shares or performance units.  At our parent company, long-term incentive compensation is typically in the form of WTM performance shares and restricted shares, which reward company-wide performance.  The number of WTM common shares earned from a grant of performance shares which can be from 0x to 2x the target number granted,granted.  The metric we use to measure performance is tied to our after-tax annual growth in intrinsiccompensation value per share over the performance cycle (“CVPS”, which is defined by the Committee as the average of growth in ABVPS and growth in “intrinsic business value per share (as defined byshare”, which is the Committee) over the performance cycle.ABVPS including franchise value and certain other adjustments).  The market value of our shares is not included as a measure of performance, but it determines the value of performance and restricted share awards.  In general, noThe Committee focuses on performance shares are earned if annualmetrics that relate to growth in intrinsic businessbook value per share because it believes these are the best metrics for valuing insurance and reinsurance companies.  As Benjamin Graham said in his famous quote: “In the short run, the market is less thana voting machine, but in the risk-free rate and 200% are earned if performance exceeds the risk-free rate by twice the target spread.  We use straight-line interpolation to determine the payout percentage for results in between.  long run it is a weighing machine.”

Performance shares and restricted shares and/or performance unitstypically are typically granted annually, and performance is tied to a three-year period.  Under our long-term incentive programs, at any given time an executive usually has three overlapping cycles running.  This approach avoids cliffs that could foster a short-term outlook and also serves as an effective retention tool.

In the case of our Chairman & CEO, Mr. Barrette, to induce him to rejoin the Company and to incent him as an owner, in January 2007 he was granted a package of 200,000 out-of-the-money, escalating strike price options and 35,000 restricted shares, each of which vested in annual installments over five years.  Mr. Barrette also received a tranche of 15,000 restricted shares that were structured to vest in the event of a change in control prior to January 20, 2012.  In 2010, shareholders approved modifications to Mr. Barrette’s options, which included fixing the exercise price at $742 per share and reducing the number to 125,000.  In conjunction with those changes, the Compensation Committee amended the vesting terms of the tranche of 15,000 restricted shares so that those shares time vested in three equal annual installments beginning on January 20, 2013.  Mr. Barrette currently has options to purchase 125,000 shares exercisable until January 20, 2017.  Starting with the 2013-2015 cycle, the Committee began making annual long-term incentive grants to Mr. Barrette.

Generally, the performance target for a 100% payout of performance shares has been set at 700 basis points above the risk-free rate, with the Committee often adjusting the target up or down to reflect prevailing circumstances at the time of grant.  To establish the risk-free rate, the Committee typically looks to the yield on the 10-year treasury at the beginning of the performance cycle.  For the past five years, to reflect the persistent low interest rate environment and the large amount of our capital that is undeployed, we have set the target at roughly 600 basis points above the risk-free rate.

Following OneBeacon’s initial public offering in November 2006, its long-term compensation was structured primarily in the form of OneBeacon performance shares, which reward OneBeacon’s overall performance.  In 2009, OneBeacon’s long-term incentives were re-designed with the CEO and CFO receiving about half in the form of performance units that are tied to underwriting performance and half in OneBeacon performance shares and OneBeacon restricted shares.  The number of OneBeacon common shares earned from a performance share grant, which can be from 0x to 2x the target number granted, is tied to OneBeacon’s after-tax annual growth in book value per share over the performance cycle.  The payout earned from a OneBeacon performance unit grant, which also can be from 0x to 2x the target number granted, is tied to OneBeacon’s adjusted economic combined ratio over the performance cycle.  Other OneBeacon executives received a greater proportion or all of their long-term incentives in performance units or in long-term cash awards that are tied to the results of OneBeacon’s specialty business as a whole and the executive’s individual business unit.  In 2015, OneBeacon also began denominating a portion of its long-term incentives as OneBeacon restricted shares or restricted share units.

In connection with the agreement to sell Sirius Group, no new long-term incentives were granted to its management for the 2016-2018 performance cycle.  However, prior to its sale, its long-term incentive compensation was typically in the form of performance units that rewarded Sirius’s group-wide performance.  The number of units earned at the end of the performance cycle was tied to those elements of performance for which its management had primary responsibility.  As an example, because the parent company kept responsibility for investing Sirius’s assets, in calculating performance Sirius Group was credited with a “standard” return on its investible assets.  The number of units earned could be from 0x to 2x the target number granted.  In addition, for its most senior executives, in order to better align their interests with those of our shareholders, we typically denominated a portion of their long-term incentives in WTM performance shares and/or restricted shares.

Our long-term incentive compensation programs are designed to share with management a portion of the value added above a risk-free return on our shareholders’ equity.  We take this approach because producing a rate of return equal to a risk-free rate does not add value to the capital owners put in the business–our shareholders would be better off putting their money in U.S. treasuries and avoiding entirely the risk of owning a portion of a business.  We have generally targeted sharing 13% to 17%; however, due to the significant reduction in our capital from the repurchase of 30% of our outstanding shares since 2010, we increased the targeted sharing in some recent cycles up to 20%.  This year, for the 2016-2018 cycle, we targeted sharing at 14%.  The Committee believes that this level of sharing is appropriate because we compete with private equity and hedge funds for talent and investment opportunities where such sharing is common, the Company’s value adding opportunities are not limited to the Company’s current level of capital, and we want to maintain proper incentives for further share buybacks at value adding prices.

The Committee closely monitors both target and actual value sharing.  From year-to-year when we make new long-term incentive grants, we typically adjust the target number of shares granted to individual employees to reflect the Committee’s assessmentchange in CVPS during the prior year, rather than focusing on changes in market values.  This is consistent with our view that the change in book value per share and related metrics provides a better view of the per sharechange in value of the Company.Company than short-term market price fluctuations.  In addition, we generally limit total annual share grants to employees to less than 1% of the Company’s outstanding shares.  For both the 2015-20172017-2019 and 2016-20182018-2020 cycles, we adhered to this guideline.

When making new long-term incentive grants, the Committee assesses the impact of different performance scenarios on the potential sharing percentage.realizable compensation.  Further, in order to test our beliefs about the size of the awards we make and their variability, annually the Committee has reviewed and considered a systematic analysis prepared by management of the public disclosures about compensation made by other property and casualty insurers and reinsurers andthat the Committee considers to be peers.  The focus of the amountanalysis is not on benchmarking, but rather on the variability, structure and variabilitylevels of compensation at those companies at differing levels of performance.  These analyses haveThe companies included in the analysis presented to the Committee prior to it making compensation decisions in 2018 were:

The Company uses this group of companies as it reflects traditional competitors of White Mountains.  The Committee regularly evaluates the continuing appropriateness of this group and, although the Company is going through a period of transition as management works to redeploy and distribute the sales proceeds, the Committee believes this group currently remains appropriate.  The Committee concluded that the analysis supported the Committee’sits view that ourthe Company’s compensation programs are appropriately sized and more variable than most other insurers, and reinsurers, have fewer fixed elements of compensation and perquisites, and do not lead to significant rewards for poor performance as can happen with long-term options granted with a fixed exercise price equalperformance.

To measure value sharing, in light of the significant sales of businesses over the past couple of years, the amount of undeployed capital, and the resulting change in the profile of the Company, the Committee has begun focusing on run rate “at target” compensation expense relative to the market price oncapital base.  In 2015, 2016 and 2017, the dateat target run rate compensation expense was 1.3%, 1.4% and 1.6% of grant.total capital.  Despite the substantial shrink in the capital base as a result of the return of over $1.6 billion to shareholders in 2016 and 2017, the 2018 run rate expense is back down to 1.3% of total capital as the Company has aggressively managed total compensation expense while working to redeploy the proceeds of the sale transactions.

The Committee believes that the compensation structures that have been developed for the Company and its subsidiaries closely align the financial interests of management with those of our shareholders and encourage appropriate, but not excessive, risk taking.  In the case of Sirius Group prior to our agreement to sell it, given its exposure to catastrophic events, we utilized a catastrophe spreading mechanism with respect to both its performance units and annual bonus.  This mechanism ensured that Sirius Group was charged with at least 50% of its expected annual catastrophe losses whether or not any catastrophe losses were actually incurred.  Through this mechanism and Sirius Group’s management of its aggregate exposure to very large catastrophic events, the Company’s management and the Committee believe that Sirius Group’s incentive plans were appropriate and did not encourage excessive risk taking.

Our Compensation Process

The Committee is responsible for approving our compensation practices that affect executive officers, and it specifically approves all compensation for our executive officers and for any employee with target annual compensation in excess of $1.5 million.  Our CEO annually presents the Committee with his evaluation of our executives, their individual performances, responsibilities, and the contributions they made to the Company’s accomplishments over the past year, as well as over the last long-term incentive plan cycle and his expectations for the future and succession plans.  In connection with this evaluation, the CEO presents the Committee with his recommendations for establishing the compensation for these executives for its consideration.  The Committee assesses the performance, responsibilities, and contributions of the CEO, considers CEO succession plans, and sets the compensation of the CEO.

With the exception of significant promotions and new hires, compensation matters are usually addressed at the first meeting of the Committee each year (typically late February) following the availability of financial results for the prior year and the current year’s financial plan.  This allows us to determine the results of prior period grants and to set targets for the current year and newest long-term performance cycle.  Performance cycles for long-term compensation typically run for three years beginning on January 1st of the year of grant.

Tax Considerations.  Because Mr. Davis, the Chairman of the Committee, doesTolman did not satisfy certain requirements of Section 162(m) to be considered an “outside director” for purposes of that rule, the Committee formed the Performance Compensation Subcommittee (the “Subcommittee”) comprised of the other members of the Committee, each of whom met the requirements to be considered an outside director for purposes of Section 162(m).  The Subcommittee administers and approves all performance-based compensation awards made prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) in order to maintain favorable tax treatment of such awards.

Following the OneBeacon initial public offering (the “OB IPO”) in November 2006, the Committee determined that it would fully delegate to the OneBeacon Compensation Committee (the “OneBeacon Committee”) authority for the compensation of OneBeacon’s officers, including those who might be Named Executive Officers of the Company.  Accordingly, compensation actions for OneBeacon personnel following the date of the OB IPO (including new annual and long-term incentives and approval of payouts on existing annual and long-term incentives) have been taken by the OneBeacon Committee (which is currently comprised of Lowndes Smith (Chair), Lois Grady and Kent Urness, who are independent directors of OneBeacon, and Mr. Barrette) and,awards to the extent necessaryapplicable. However, the Company may establish compensation that is not tax deductible if in the Committee or Subcommittee’s judgment doing so better promotes its objectives.  Further, as a Bermuda-domiciled company, we do not receive a tax deduction for compensation paid to comply with applicable regulations, a subcommittee that excludes Mr. Barrette.employees of White Mountains Insurance Group, Ltd. and, accordingly, the limitation of Section 162(m) does not impact compensation paid to our named executive officers who are employees of non-U.S. companies. With the elimination of the performance-based compensation exception from the limits of Section 162(m) under the TCJA, the Committee will administer and approve compensation grants made in 2018 and beyond.

Significant Corporate Transactions in 2017 and During the 2015-2017 Long-term Incentive Cycle

Over the course of the 2015-2017 performance cycle, White Mountains sold its interest in four major businesses generating $1.4 billion of transaction gains.  Over the three-year period, ABVPS grew from $664 to $915, representing an annualized ROE of 11.4%, including dividends. In 2017, ABVPS grew from $789 to $915, an ROE of 16.1%, including dividends.

In 2017, OneBeacon agreed to be acquired by Intact Financial for $1.7 billion, or 1.7x book value.  In exchange for our 76% stake, we received cash proceeds of about $1.3 billion and recorded an after-tax gain of $555 million.  Over the 16 years from acquisition to sale, White Mountains’s returns on the OneBeacon investment were a 14% after-tax IRR (vs. an S&P 500 annual total return of 6%) and a 2.5 multiple of invested capital.  With the timing and structure of the transaction, we avoided the significant catastrophe losses resulting from the difficult Atlantic hurricane season and the other natural catastrophes experienced by most other insurers and reinsurers.

In 2016, White Mountains sold Tranzact after a 20-month hold generating an $82 million after-tax gain in adjusted book value ($16 per share) and a 35% IRR.

In 2015, White Mountains agreed to sell its reinsurance business, Sirius Group, to China Minsheng Investments for approximately $2.6 billion.  The transaction closed in 2016, and White Mountains recorded a total after-tax gain on the sale of $477 million. Over White Mountains’s 20-year history with its reinsurance business, we managed to produce an after-tax IRR of 11%.

Also in 2015, Symetra Financial agreed to be sold to Sumitomo Life.  White Mountains recorded a total after-tax gain relating to the sale of $270 million and generated a 15% IRR over its 11-year ownership period, more than double the S&P 500 return over during that time.

These four transactions generated total proceeds of $4.2 billion and resulted in undeployed capital of roughly $3.1 billion at May 2017 pro forma for the OneBeacon transaction.  As discussed with shareholders through an investor presentation and meetings in May 2017, management expects to shrink the Company over the medium term by distributing $1.5 billion to $2 billion of undeployed capital.  To that end, in 2017 the Company returned $724 million to owners while reducing outstanding shares by 832,725.  In addition, management is seeking to deploy $200 million annually in new opportunities, though we expect these deployments to be lumpy.  In 2017, approximately $275 million was deployed in/committed to new business opportunities. In total, about $1.0 billion was returned or deployed, bringing year-end undeployed capital to $2.1 billion.

Compensation for 20152017

The principal elements of compensation for our executives are in 2017—long-term incentive compensation, base salary, and annual incentive bonuses.bonuses—are discussed below.

Long-Term Incentive2017 Target Annual Direct Compensation Mix

For the CEO and each Named Executive Officer recipient of a WTM performance share grant for the 2015-2017 performance cycle, the Committee established 8% annual growth in intrinsic business value per share as the performance target that would result in a payout of 100% of the target shares.  Annual growth of 2% or less would result in a payout of 0% and annual growth of 14% or more would result in a payout of 200%.  The targets were consistent with the Company’s compensation philosophy described above as the yield on the 10-year treasury at the beginning of 2015 was approximately 2%.  To measure growth in intrinsic business value per share, the Committee looks to growth in economic value per share (weighted 50%) and growth in adjusted GAAP book value per share (weighted 50%), in each case including dividends.

In total, the WTM performance share and restricted share grants made to all employees of the Company for the 2015-2017 performance cycle was approximately 0.9% of the then outstanding shares, within the Committee’s 1% guideline.

In addition, with respect to the 2013-2015 performance cycle which matured at the end of 2015, 8% annual growth in intrinsic business value per share (“GIBVPS”) was the performance target for a payout of 100% of the target shares.  Annual growth of 2% or less would have resulted in a payout of 0% and annual growth of 14% or more would have resulted in a payout of 200%.  At its meeting in February 2016, based on an average annual GIBVPS of 10.4% (including the effect of the sales of Sirius and Symetra), the Committee confirmed that the payout that was earned was 140% of target, subject to the closing of the Sirius sale.

CEO.  Mr. Barrette is the Chairman and CEO of the Company.  For the 2013-2015 cycle, Mr. Barrette had been granted 12,000 target performance shares.  Based on the Company’s performance over the cycle, he earned 16,800 performance shares.

After reviewing Mr. Barrette’s historical compensation, his share ownership, his existing incentives, and compensation granted to CEOs at other property and casualty (re)insurance companies, the Subcommittee determined to grant him 10,000 performance shares for the 2015-2017 performance cycle.  The grant date market value was approximately $6.6 million. The number of performance shares that will be earned will be determined after the end of 2017 based on the Company’s performance over the cycle compared to the target described above. The Committee believes that an annual long-term incentive grant to Mr. Barrette is the appropriate way to secure his continued employment with the Company and to reward him for performance going forward.

Named Executive Officers1..  In the case of Messrs. Foy, Campbell, Seelig and Waters, in determining the amount of new long-term incentive compensation grants for 2015, the Committee assessed each executive’s scope of authority and ability to impact the success of the Company.  Based on the Committee’s general experience and the recommendation of the CEO, the Committee established a grant level that it believed was appropriate to reflect each such executive’s expected contribution to the Company over the next performance cycle.

David Foy.  Mr. Foy has been the CFO of the Company since 2003.  For the 2013-2015 cycle, Mr. Foy had been granted 3,375 target performance shares and 3,375 restricted shares.  Based on the Company’s performance over the cycle, he earned 4,725 performance shares.  The restricted shares vested on January 1, 2016.

For the performance cycle from 2015-2017, Mr. Foy was granted 3,000 WTM performance shares and 3,000 restricted shares.  The grant date market value was approximately $4.0 million.  The number of performance shares that will be earned will be determined after the end of 2017 based on the Company’s performance over the cycle compared to the target described above.  The restricted shares will vest on January 1, 2018, subject to Mr. Foy’s continued employment.

Reid T. Campbell.  Mr. Campbell is a Managing Director of White Mountains Capital and the President of White Mountains Advisors.  He joined the Company in 1994.  For the 2013-2015 cycle, Mr. Campbell had been granted 2,250 target performance shares and 2,250 restricted shares.  Based on the Company’s performance over the cycle, he earned 3,150 performance shares.  The restricted shares vested on January 1, 2016.

For the performance cycle from 2015-2017, Mr. Campbell was granted 2,500 WTM performance shares and 2,500 restricted shares.  The grant date market value was approximately $3.3 million.  The number of performance shares that will be earned will be determined after the end of 2017 based on the Company’s performance over the cycle compared to the target described above.  The restricted shares will vest on January 1, 2018, subject to Mr. Campbell’s continued employment.

Robert L. Seelig.  Mr. Seelig is a Managing Director and General Counsel of the Company.  He joined the Company in 2002.  For the 2013-2015 cycle, Mr. Seelig had been granted 2,250 target performance shares and 2,250 restricted shares.  Based on the Company’s performance over the cycle, he earned 3,150 performance shares.  The restricted shares vested on January 1, 2016.

For the performance cycle from 2015-2017, Mr. Seelig was granted a total of 2,500 WTM performance shares and 2,500 restricted shares.  The total grant date market value was approximately $3.3 million.  The number of performance shares that will be earned will be determined after the end of 2017 based on the Company’s performance over the cycle compared to the target described above.  The restricted shares will vest on January 1, 2018, subject to Mr. Seelig’s continued employment.

Base Salary

WeAs discussed above under “Philosophy”, the Company’s compensation program emphasizes variable long-term incentive compensation, rather than entitlements.  Accordingly, we pay our executive officers salaries that we believe to be below-market.  In 2008, we limited base salaries to a maximum of $500,000.  Each of our Named Executive Officers currently receives a salary of $500,000.$500,000, other than Mr. Palmer who receives a salary of $400,000.

2.Annual Incentive Bonuses

We provide annual bonus opportunities to our executive officers.  Each Named Executive Officer participates in the annual bonus pool of his respective business unit.applicable to the parent holding companies.  For 2017, the target bonus pool was $4.2 million for 38 employees. The aggregateawarded bonus pool size for each business unit couldcan range from 0% to 200% of target, depending upon performance.  Individual bonuses can vary widely around the pool average based on individual performance and no cap (other than the size of the pool) applies to any single individual.  Typically, the head of a business unit receives the average bonus percentage applicable to his business unit.individual

For 2015, the Named Executive Officers, at the WTM level (Messrs. Barrette, Foy, Campbellannual incentive bonus is designed to reward company-wide performance and Seelig)the individual NEO’s contributions to those results.  The Committee did not set a quantitative target in 2017 and instead established the size of the awarded pool based on a qualitative assessment of the Company’s performance during the year based on its judgment.  The Committee believes that using a qualitative assessment rather than a quantitative target for the Company’s annual bonus is appropriate given that the Company seeks to maximize shareholder value over long periods of time, whereas quantitative results over a one-year period do not necessarily provide a full picture of the performance of the Company.  In addition, and reflecting this, annual bonus opportunity reflects a small proportion of the total compensation opportunity of our executive officers (e.g., less than 10% of the total compensation opportunity in the case of our CEO and EVPs), with the bulk of our executive officers’ compensation opportunity tied to long-term incentives. For 2017, the Named Executive Officers had target annual bonuses of 75% of salary, which was unchanged from the prior year.

For Messrs. Barrette, Foy, Campbell and Seelig, their annual incentive bonuses are designed to reward company-wide performance.  Based on the Company’s strong performance in 2015 (including the effect of the sales of Sirius and Symetra),2017, the Committee awarded a bonus pool of 200%175% of target, taking into accountwhich equaled $7.4 million.  Among the items considered by the Committee in awarding the bonus pool were:  (1) the Company’s 18.5%15% growth in adjusted book value per share 18.1%for compensation purposes (which reflects in 2017 the full amount of the Wobi write down), (2) 8% growth in economicintrinsic business value per share (including the full amount of the Wobi write down), (3) the large gain on the well-timed sale of OneBeacon, and other items deemed relevant(4) strong investment results that were well above benchmarks and plan.  Messrs. Rountree and Seelig received lower percentage bonuses in order to free up additional money in the judgmentbonus pool for more junior employees.

3.Long-Term Incentive Compensation

New Grants for the 2017-2019 Performance Cycle.  For the CEO and each named executive officer recipient of a long-term incentive grant for the 2017-2019 performance cycle, the new grants were allocated 50% as performance shares and 50% as restricted shares, which generally was the same allocation as in 2016.  The Subcommittee established a target of 5% annual growth in CVPS as the performance target that would result in the payout of 100% of the Committee.  Amongtarget performance shares.  Annual growth of 1% or less would result in a payout of 0%, and annual growth of 9% or more would result in a payout of 200%.  In setting this performance scale, the items considered bySubcommittee took account of the Committee werelevel of deployed and undeployed capital (and the expected run rate returns thereon) and made assumptions regarding the timing and magnitude of redeployment and distributions of undeployed capital consistent with the Company’s salescommunications with shareholders in May 2017.

In total, the WTM performance share and restricted share grants made to all employees of Siriusthe Company for the 2017-2019 performance cycle totaled approximately 0.8% of the then outstanding shares, within the Committee’s 1% guideline.

CEO.  Mr. Rountree became CEO of the Company on March 1, 2017.  Previously, Mr. Rountree served as EVP of the Company and Symetra, investment performance, resultsPresident of WM Capital.  Mr. Rountree’s promotion to CEO occurred at Siriusthe same time as the board meeting at which compensation decisions for the year were made.  After reviewing Mr. Rountree’s historical compensation, his share ownership, his existing incentives, compensation granted to CEOs at other property and OneBeacon, the continued progress at BAM/HG Globalcasualty (re)insurance companies, and the closinghistorical run rate compensation level of three new insurance services dealsWTM’s CEO (i.e., in 2015 and aprior, which was before the former CEO’s 2016 compensation package was reduced as he moved toward retirement), the Subcommittee determined to grant him 2,900 target performance shares and 2,900 restricted shares for the 2017-2019 performance cycle.  The grant date market value was approximately $5.5 million.  The number of follow-on acquisitions.  Messrs. Barrette, Foy, Campbell and Seelig were awarded bonusesperformance shares that will be earned will be determined after the end of $750,000, $750,000, $850,000 and $750,000, which represented 200%, 200%, 227% and 200% of target, subject to2019 based on the closing ofCompany’s performance over the Sirius sale.

For our operating subsidiaries (including for our Named Executive Officers at operating subsidiaries), we design our annual incentives to reward performance of the applicable subsidiary operating group.  Mr. Waters, who participates in the Sirius Group bonus pool, has an annual bonus target equal to 50% of base salary.

For Sirius Group, including for Mr. Waters, the performance objective was the UROC.  Based on a UROC of 10.5%cycle compared to the target described above.  The 2017-2019 restricted shares will vest on January 1, 2020, subject to Mr. Rountree’s continued employment.

Named Executive Officers.  In the case of 10%Messrs. Campbell, Seelig and Palmer, in determining the amount of new long-term incentive compensation grants for 2017, the Committee assessed each executive’s scope of authority and ability to impact the success of the Company.  Based on the Committee’s general experience and the recommendation of the CEO, the Committee established a grant level that it believed was appropriate to reflect each such executive’s expected contribution to the Company over the next performance cycle.

Reid Campbell.  Mr. Campbell became EVP and CFO of the Company in May 2017.  Previously, he was a Managing Director of WM Capital and the President of WM Advisors.  For the performance cycle from 2017-2019, Mr. Campbell originally was granted 2,000 WTM performance shares and 2,000 restricted shares.  The grant date market value was approximately $3.8 million.  In connection with his promotion to CFO in May 2018, the Subcommittee granted Mr. Campbell an additional 250 target performance shares and 250 restricted shares in each open cycle.  The grant date market value of the total additional grants was approximately $1.3 million.  The number of performance shares that will be earned in the 2017-2019 cycle will be determined after the end of 2019 based on the Company’s performance over the cycle compared to the target described above.  The 2017-2019 restricted shares will vest on January 1, 2020, subject to Mr. Campbell’s continued employment.

Robert Seelig.  Mr. Seelig is EVP and General Counsel of the Company.  For the performance cycle from 2017-2019, Mr. Seelig was granted a total of 2,000 WTM performance shares and 2,000 restricted shares.  The total grant date market value was approximately $3.8 million.  The number of performance shares that will be earned will be determined after the end of 2019 based on the Company’s performance over the cycle compared to the target described above.  The restricted shares will vest on January 1, 2020, subject to Mr. Seelig’s continued employment.

Brian Palmer.  Mr. Palmer is Managing Director and Chief Accounting Officer of the Company.  For the performance cycle from 2017-2019, Mr. Palmer was granted a total of 560 WTM performance shares and 560 restricted shares.  The total grant date market value was approximately $1.1 million.  The number of performance shares that will be earned will be determined after the end of 2019 based on the Company’s performance over the cycle compared to the target described above.  The restricted shares will vest on January 1, 2020, subject to Mr. Palmer’s continued employment.

Payout of 2015-2017 Performance Cycle.  For the 2015-2017 performance cycle, long-term incentives were granted to the NEOs as follows: 50% as performance shares and 50% as restricted shares.  For the performance shares, which matured at the end of 2017, 8% annual growth in CVPS was the performance target for a payout of 100% of the target performance shares.  Annual growth of 2% or less would have resulted in a payout of 0% and annual growth of 14% or more would have resulted in a payout of 200%.  At its meeting in March 2018, based on an average annual growth in CVPS of 10.7%, the indicated bonus poolSubcommittee confirmed that the payout that was 107%earned was 145% of target.  The Committee awarded a bonus pool of 107% of target.  As CEO, Mr. Waters received the base bonus pool percentage of 107%, or $267,857.

20162018 Compensation Actions

New Long-termLong-Term Incentive Grants and Annual Bonus TargetsProgram

In February 2016,March 2018, the Committee and the Subcommittee made new long-term incentive grants to and established annual bonus target levels for the Named Executive Officers other than Mr. Waters (as a result of the agreement to sell Sirius Group) based on the same factors described above with respect to grants made in 2015.

2017.  The 2018 target annual bonus pool is $4.6 million for 37 employees.  The Committee granted 26,900 target shares for the 2018-2020 performance cycle.  This amount was down substantially from the 2017-2019 and 2016-2018 cycles, when the Subcommittee granted 35,275 and 45,460 target shares, respectively. In total, the WTM performance share and restricted share grants made to all employees of the Company for the 2018-2020 performance cycle totaled approximately 0.7% of the then outstanding shares, within the Committee’s 1% guideline.  The new long-term incentive grants for White Mountains executives (other than Mr. Barrette and operating company executives) were allocated 50% as performance shares and 50% as restricted shares, which was the same allocation as in 2015.  Mr. Barrette’s long-term incentive grant was made 100% as restricted shares.2017.

TheWith approximately $2.1 billion of undeployed capital at year-end 2017, deploying capital intelligently remains the key job for the Company’s management team going forwardteam.  Taking account of the level of deployed and undeployed capital (and current expected run rate returns thereon) and reasonable assumptions regarding the timing and magnitude of redeployment and distributions of undeployed capital, the Committee determined that 6% annual growth in CVPS is an appropriately challenging target for a payout of 100% of the target shares for the 2018-2020 performance cycle.  Annual growth of 2% or less would result in a payout of 0%, and annual growth of 10% or more would result in a payout of 200%.

The Committee believes this target and scale properly balance the competing incentives (i) to appropriately deploy the proceedsor distribute undeployed capital aggressively and (ii) to remain patient for good opportunities.  This target is an increase of 1 point from the salestarget for the previous cycle.  The Committee expects targets for future performance share cycles to increase as the level of Siriusundeployed capital normalizes over time.

Compensation Actions Relating to Former Executive Officers

Former CEO

Mr. Barrette retired as Chairman and Symetra while remaining patient.  In light of this,CEO on March 1, 2017.  As discussed in the Committee believes grading management’sCompany’s Compensation Discussion and Analysis included in the Company’s Proxy Statement last year, in connection with Mr. Barrette’s retirement, the Company entered into a letter agreement (the “Agreement”) with him.  Pursuant to the agreement, the Company agreed to pay Mr. Barrette (i) a cash bonus for 2017 equal to $187,500 and (ii) a cash retirement payment equal to approximately $21 million.  Mr. Barrette’s unvested long term performance shares and restricted shares were canceled in connection with his retirement. The Agreement also provides that Mr. Barrette will be best done using judgmentsubject to certain restrictive covenants regarding competition, solicitation and disparagement that apply through December 31, 2018.

Other Former Executive Officers

David Foy.  In connection with Mr. Campbell’s promotion to CFO in May 2017, Mr. Foy became an advisor to senior management and entered into an employment agreement with the Company dated May 2, 2017, which predated the Company’s shareholder engagement later that month.  The agreement provided for his employment through December 31, 2017 at which point he retired from the endCompany.  Under the terms of the cycle rather than setting a fixed performance scale now that may or may not produce equitable results in hindsight.  Accordingly, for each Named Executive Officer recipientagreement, and following his execution of a WTMrelease agreement and a non-compete/non-solicit agreement, Mr. Foy’s 3,000 performance share grantshares for the 2015-2017 performance cycle and 2,900 performance shares for the 2016-2018 performance cycle were canceled and in lieu thereof he was paid the Committee elected notcash value of 8,850 shares.  This was equivalent to set specific performance targets.  Instead,such shares being paid out at 150% of target, which was the estimated payout level of these two cycles at the time of the agreement after giving effect to the gain resulting from the sale of OneBeacon.  In addition, his outstanding restricted shares for those cycles vested.  Mr. Foy received an annual bonus for 2017 of $656,250, which equaled 175% (the average pool percentage) of his target bonus.  Because Mr. Foy remained employed through the end of 2017, the cycle,only additional payouts that he received under his employment agreement that he would not have otherwise earned were the vesting of his long-term incentive grants for the 2016-2018 performance cycle.  The Committee will use its judgmentbelieves this was appropriate in light of his 14 years of service to evaluate management’s performance by taking into account all facts the Committee deems relevant includingCompany and his assistance in ensuring a smooth transition as Mr. Campbell became CFO.

David Linker.  In November 2017, in connection with the reorganization of the Company’s growth in intrinsic business value per shareinvestment operations following the sale of OneBeacon, Mr. Linker ceased to determinebe an executive officer of the payoutCompany, although he remained an employee of the Company.

For the 2015-2017 cycle, Mr. Linker was granted 1,725 target performance shares and 1,725 restricted shares.  Based on performance targets applicable to White Mountains Advisors, the performance shares on a 0%-200% scale.paid out at 148% of target and he earned 2,553 performance shares.  The Committee considered many other approaches, including making grants in this cycle entirely in restricted shares but decided thatvested on January 1, 2018.  In addition, for 2017 Mr. Linker earned a bonus of $825,000, which was 132% of his target bonus.  Lastly, for the chosen approach best fit the unique circumstancesperformance cycle from 2017-2019, Mr. Linker was granted 1,500 WTM performance shares and 1,500 restricted shares.  The total grant date market value was approximately $2.8 million.

Michael Miller.  In September 2017, Mr. Miller ceased to be an executive officer of the Company as he remained the CEO of OneBeacon upon completion of the OneBeacon sale.

Following the OneBeacon initial public offering (the “OB IPO”) in November 2006, the Committee determined that it would fully delegate to the OneBeacon Compensation Committee (the “OneBeacon Committee”) authority for the compensation of OneBeacon’s officers, including those who might be Named Executive Officers of the Company.  Accordingly, the OneBeacon Committee was responsible for compensation actions for Mr. Miller.

In February 2017, for the 2017-2019 performance cycle, the OneBeacon Committee granted Mr. Miller (1) 26,250 OneBeacon performance units with a target value of $2,650,000 and (2) 96,200 OneBeacon restricted shares.  In addition, upon the closing of the OneBeacon sale, the OneBeacon Committee awarded Mr. Miller a $4,000,000 bonus in light of the success of the transaction and to recognize that OneBeacon’s compensation programs did not otherwise incentivize management to pursue a sale of OneBeacon.

Clawback Policy

The Company has adopted a clawback policy applicable to bonuses and long-term incentive awards.  If the Company is required to restate any financial statement included in an SEC filing as a result of an employee’s misconduct, the Board may, without prejudice to any other remedies available to the Company, seek reimbursement of any bonus or long-term incentive award received by such person that relates in whole or in part to any period for which such financial statements were restated.  If the misconduct was fraud, then in addition to other actions the Board mandatorily will seek such reimbursement.

Other Elements of Compensation

Retirement Benefits

We have no active U.S. defined benefit pension plans.  Benefit accruals under all our U.S. qualified defined benefit pension plans and all our U.S. supplemental defined benefit pension plans were frozen for all employees in 2002.

Our Named Executive Officers who are not employees of Bermuda-domiciled entities may participate in our voluntary non-qualified deferred compensation plans whereby they may defer all or a portion of their compensation.  Investment options in these plans are those available in our 401(k) plans, including White Mountains common shares and OneBeacon common shares.  None of the investment options offered under these plans provides an above-market rate of interest.

Our employees may participate in our qualified 401(k) plans and eligible employees can participate in a qualified employee stock ownership plan.  We do not provide supplemental retirement benefits to any employees in connection with these plans.

Perquisites

We review the perquisites that our senior management receives.  The primary perquisites include housing allowances in special circumstances and personal use of corporate aircraft.

We allow our Named Executive Officers to use our corporate aircraft from time to time for personal reasons.  The aggregate incremental cost to the Company is included, for proxy reporting purposes, as compensation to the Named Executive Officer.  For tax purposes, we comply with IRS regulations.  We do not “gross-up” our Named Executive Officers for their taxes associated with perquisites, including with respect to personal use of our aircraft.

Our Named Executive Officers also participate in our other benefit plans on the same terms as our other employees.  These plans include medical and health insurance, company paid life insurance and charitable gift matching.

Certain Board Fees

Our Named Executive Officers do not receive director fees for serving on the Company’s board of directors or for serving on the boards of directors of our wholly-owned or majority-owned subsidiaries.  However, those Named Executive Officers who serve on the boards of directors of other companies in which we have a minority interest may receive director fees.  We consider those board fees when evaluating the compensation of our Named Executive Officers.

Employment and Severance Agreements; Change in Control

In connection with the sale of Sirius Group, the buyer required that Mr. Waters enter into an employment agreement with Sirius Group in order to ensure his ongoing employment following the closing of the transaction.   However, were the sale not to have been consummated, the employment agreement would have been null and void ab initio.

Other than the employment agreement with Mr. Waters described above, weWe have no long-term employment agreements with our Named Executive Officers although, from time to time, we have entered into short-term arrangements with newly hired executives governing their compensation and severance during up to their first three years with the Company.  No such arrangements are in effect with anyour Named Executive Officers other than Mr. Waters.Officers.

At our parent company, severanceSeverance benefits, if any, for our Named Executive Officers are determined by the Committee in its sole discretion.  AtExecutive officers of our operating subsidiaries our Named Executive Officers participate in the severance plans, if any, generally applicable at those companies.

If any of our most senior executives were to retire, in order to enable the Company to ensure a smooth transition, to receive a non-compete/non-solicit from the executive and to retain access to valuable knowledge, talents and relationships, we generally will consider entering into a one to three year consulting agreement with the executive, whicharrangements that would permit the executive to earn some or all of such executive’s long-term incentive compensation then outstanding.

We have no standalone change in control agreements with our Named Executive Officers.  However, under our long-term incentive plans, if a change in control of the Company (or a business unit, as applicable) were to occur, certain events, such as involuntary or constructive employment termination or amendments to our incentive plans which are materially adverse to its participants, may cause stock options to become fully exercisable, restricted shares to become immediately vested and performance shares and performance units to become payable in full or in part.  Our plans do not provide for tax gross-ups for excess parachute payments that may result from a change in control.

Tax Considerations

As a Bermuda-domiciled company, we do not receive a tax deduction for compensation paid to employees of White Mountains Insurance Group, Ltd. and, accordingly, the limitation of Section 162(m) does not impact compensation paid to our Named Executive Officers who are employees of non-U.S. companies (Messrs. Barrette, Foy, Seelig and Waters).  However, in the case of Named Executive Officers who are employees of subsidiaries that are organized in the United States (Mr.  Campbell), Section 162(m) limits the deductibility of their compensation to $1,000,000 per individual to the extent that such compensation is not “performance-based” as defined in Section 162(m).  The Company is cognizant of Section 162(m) and generally seeks to structure its long-term incentive programs to permit the deductibility of the bulk of such compensation paid to these Named Executive Officers.  However, the Committee may approve compensation that will not meet the Section 162(m) requirements if, in the Committee’s judgment, structuring compensation in such manner better promotes the Company’s interests (such as with a grant of restricted shares and in the case of the grant of the 2016-2018 performance share cycle).

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Morgan W. Davis,Gary C. Tolman, Chairman

A. Michael Frinquelli

Edith E. Holiday

Lowndes A. Smith

Summary Compensation Table

The following table presents compensation in 2015, 20142017, 2016 and 20132015 for the Company’s CEO, CFO, and its threetwo other most highly compensated executive officers, the former CEO, the former CFO and two additional individuals for whom disclosure would have been provided had they been serving as executive officers at the end of 2017 (collectively, the “Named Executive Officers”):

All Other Compensation

The following table presents a breakout of “All Other Compensation” included in the Summary Compensation Table for 2015, 20142017, 2016 and 2013:2015:

Grants of Plan-Based Awards

The following table presents grants of plan-based awards granted, except as otherwise noted, under the White Mountains Long-Term Incentive Plan (the “WTM Incentive Plan”) to the Named Executive Officers that received such awards during 2015:2017: