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.  Board. We review and seek to improve our corporate governance regularly.

The Company has establishedCompany’s Corporate Governance Guidelines that spell out itsour 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 2015.2021.

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 Membershareholder upon request.

The Board

The primary responsibility of the Board is to oversee and review management’s performance in order to advance the long-term interests of the Company and its shareholders. 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 thistheir responsibility, directors must exercise common sense business judgment and act in what they reasonably believe to be in the best interests of the CompanyCompany. Directors keep themselves informed by discussing matters with the CEO, other key executives and its Members.our principal external advisors, such as legal counsel, outside auditors and other consultants, by reading the reports and other materials that management sends them regularly, and by participating actively in Board and committee meetings. 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.

AtShareholder Engagement

Shareholder engagement is of great importance to our Board and management team as a means to solicit feedback and to ensure accountability and responsiveness to our shareholders. We recognize the value in maintaining open lines of communication with our shareholders and consider our robust annual shareholder outreach program to be an important governance tool. In these meetings, we address any trends, topics or issues that participating shareholders wish to discuss with us. As part of our shareholder engagement efforts in 2021, we reached out to shareholders owning 72% of outstanding shares and met with all shareholders who accepted a meeting, who represented 19% of outstanding shares. Our Compensation / Nominating & Governance Committee Chair personally led discussions in meetings with shareholders representing 13% of outstanding shares.

These discussions centered around our business strategy, corporate governance (including Board diversity), executive compensation program composition of our board, and enhancements to our ESG disclosures. More specifically, we discussed our significant business achievements in 2021, the evolution of our ESG practices, our progress on Board diversity, and our compensation philosophy and metrics. Our shareholders continued to express support for the changes we made to our compensation program in 2019, which included (i) making our annual bonus program for executive officers entirely formulaic with a pre-established, rigorous and quantifiable performance target relevant for our Company and industry and (ii) adopting

share ownership guidelines for our executive officers. Our shareholders were overwhelmingly supportive of our approach in 2021.

Our Annual Investor Meeting provides another opportunity for us to engage with our shareholders. The Company will hold its 2022 Annual Investor Meeting on Friday, June 10, 2022. Please refer to the Company’s website for further details.

Management and the Board Morgan W. Davis,recognize the Deputy Chairman, presides over a separate sessionvalue of non-management directors without Company management present.

direct shareholder input and take our shareholders’ views into account in managing or overseeing the Company. Shareholder feedback is regularly communicated to our full Board, and the input we received directly informed enhancements implemented to our executive compensation program in 2019, as well as expanded disclosures relating to corporate governance, ESG and board diversity in our proxy statement.

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,Carlson, Davis, Frinquelli, SmithGelston, and TolmanTanner and Ms. Holiday.Mmes. Choksi, Dillon and Shank. 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, TolmanCarlson, Gelston and SmithTanner or Ms. Holiday.Mmes. Choksi, Dillon and Shank. 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 2015,2021, the following meetings of the Board were held: five meetings of the full Board, eleveneight meetings of the Audit Committee, sevenfive meetings of the Compensation Committee, two meetings of the Performance Compensation Subcommittee, two meetings of the Compensation/Nominating and& Governance Committee and four meetings of the Finance Committee. During 2015,2021, 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, receive materials for and generally attend all Committee meetings. In addition, each Committee Chair provides regular updates to the full Board regarding Committee activities.

Directors are encouraged but are not required, to attend annual meetings.the Annual General Meeting and our Annual Investor Meeting. All of the Company’s directors were in attendance at the 20152021 Annual General Meeting, which was held on May 28, 2015.27, 2021, and the 2021 Annual Investor Meeting, which was held on June 4, 2021.

Committees of the Board

Interlocks and Insider Participation

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 matters 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 currentNo member of the Compensation/Nominating and& Governance Committee satisfies applicable NYSE requirements.

The Nominating and Governance Committee Charter, which outlines the duties and responsibilitieswas an employee of the Nominating and Governance Committee, is available at www.whitemountains.com.  The Nominating and Governance Committee Charter is available in print, freeRegistrant during the last fiscal year or has served as an officer of charge, to any Member upon request.the Registrant.

Consideration of Director Nominees

General Criteria and Process for Selection of Director Candidates. Our Compensation/Nominating & Governance Committee regularly reviews the individual and collective skills and other attributes of Board members. In identifying and evaluating director candidates, the Compensation/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 business and life experience, diversity and knowledge about the Company’s business orand 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.

The Compensation/Nominating & Governance Committee has the authority to retain search firms to be used to identify director candidates. During 2021, a third-party search firm helped to identify and review director candidates, and one of our new directors in 2021 was recommended by our search firm. We inform any director search firm that may be retained of our preference to include highly qualified candidates who have diverse identities or backgrounds (including in respect of gender or gender identity, race, ethnicity or sexual identity) in the pool of potential candidates it presents for consideration by the Board.

Consideration of Diversity in Selection of Director Candidates. We believe that a variety of perspectives, opinions, backgrounds, business and life experiences and tenure among the members of the Board enhances the Board’s ability to perform its duties and effectively oversee the Company’s business. In the selection of director candidates, we welcome a diversity of skills, backgrounds, business and life experiences, identities and viewpoints. The Board enhanced its diversity in 2021 with the addition of two female directors (Mmes. Dillon and Shank) and one racially diverse director (Ms. Shank) and remains committed to further increasing its diversity.

Consideration of Director Candidates Nominated by Members.Shareholders. The Company has not adopted a specific policy regarding consideration of director candidates from Members.  Membersshareholders. Shareholders 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 Membershareholder recommendations when it evaluates and recommends candidates to the Board for submission to Membersshareholders at each annual general meeting. In addition, Membersshareholders 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.

Compensation 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 encourageswhile rewarding 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 fixed entitlements (such as base salary, pensions, and employee benefits). To that end, the CompensationCNG 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’sexecutive'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, is tied to our after-tax annual growth in intrinsic business value per share (as defined by the Committee) over the performance cycle.  The market value To illustrate, 88% of our shares is not included as a measure of performance but it determines the value of performance and restricted share awards.  In general, no performance shares are earned if annual growth in intrinsic business value per share is less than the risk-free rate and 200% are earned if performance exceeds the risk-free rate by twice theCEO’s 2021 target spread.  We use straight-line interpolation to determine the payout percentage for results in between.  Performance shares, restricted shares and/or performance units 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-termtotal direct compensation was structured primarily in the formlinked to long-term incentives, while approximately 7% was made up of OneBeacon performance shares, which reward OneBeacon’s overall performance.  In 2009, OneBeacon’s long-term incentives were re-designed with the CEObase salary 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 the5% was 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.bonus opportunity.

The Committee closely monitors both targetfollowing principles guide and actualinform the CNG Committee’s efforts to deliver a highly effective executive compensation program that drives shareholder value sharing.  From year-to-year when we make new long-term incentive grants, we typically adjustand fosters the target numberattraction and motivation of shares granted to individual employees to reflect the Committee’s assessment of the per share value of the Company.  In addition, we generally limit total annual share grants to employees to less than 1% of the Company’s outstanding shares.  For both the 2015-2017 and 2016-2018 cycles, we adhered to this guideline.key talent:

When making new grants, the Committee assesses the impact of different performance scenarios on the potential sharing percentage.  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 and of the amount and variability of compensation at those companies at differing levels of performance.  These analyses have supported the Committee’s view that our 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 equal to the market price on the date of grant. 

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 Setting Process

The CNG Committee is responsible for approving our compensation practices that affectprograms for 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 to the CNG Committee with his evaluation of our executives, their individual performances, responsibilities,performance, achievements, and the contributions they made to the Company’sCompany's accomplishments over the past year, as well as over the lastmost recent long-term incentive plan cycle and his expectations for the future and succession plans.cycle. In connection with this evaluation, the CEO presentsrecommends to the CNG Committee with his recommendations for establishing theappropriate compensation amounts for these executives for its consideration.executives. The CNG Committee evaluates these recommendations and also 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 CNG 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.

Because Mr. Davis,Compensation Peer Group

When making new long-term incentive grants, the ChairmanCNG Committee assesses the impact of the Committee, does 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 awardsdifferent performance scenarios on potential realizable compensation. Further, in order to maintain favorable tax treatmenttest our beliefs about the structure and variability of such awards.the awards we make, the CNG Committee annually reviews and considers a systematic analysis of the public compensation disclosures made by other property and casualty insurers and reinsurers that the CNG Committee considers to be peers.

FollowingImportantly, our compensation peer group is not used for benchmarking purposes, but rather to analyze whether our compensation programs are appropriately structured and to ensure they are more variable than most other insurance and reinsurance peers.

The Company uses this group of companies as it reflects traditional competitors of White Mountains. The CNG Committee regularly evaluates the OneBeacon initial public offering (the “OB IPO”) in November 2006,continuing appropriateness of this group and did so again during 2021. As a result of this review, two of the Committee determined that it would fully delegatelargest companies from the most recent peer group were removed (Cincinnati Financial and CNA Financial), while six additional size-appropriate companies who could generally be considered as competitors were added to the OneBeacon Compensationpeer group (Assured Guaranty, Enstar, Hanover, Kinsale, RLI, and SiriusPoint).

The companies included in the analysis presented to the CNG Committee (the “OneBeacon Committee”) authorityprior to it making compensation decisions in 2021 were:

The CNG Committee concluded that the peer analysis supported its view that the Company’s compensation programs are more variable than most other insurance and reinsurance peers, have fewer fixed elements of compensation and perquisites, and do not lead to significant rewards for poor performance. The CNG Committee believes that the compensation structures that have been developed for the compensationCompany closely align the financial interests of OneBeacon’s officers, includingmanagement with 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 annualour shareholders 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, to the extent necessary to comply with applicable regulations, a subcommittee that excludes Mr. Barrette.encourage appropriate, but not excessive, risk taking.

Compensation for 2015Best Practices

We maintain a number of compensation governance best practices which support our overarching compensation philosophy and are fully aligned with our compensation principles, as discussed in the following section. Our compensation practices also align with input we have received from shareholders.

Superior Track Record and the Alignment of Growth in ABVPS and Market Value Per Share

From our IPO in 1985 through year-end 2021, we have delivered 13% annualized growth in ABVPS and 11% annualized growth in market value per share to our shareholders. Importantly, as seen in the chart below, ABVPS and market value per share have generally moved in tandem over the last thirty-five years, despite short-term fluctuations. This is a core factor supporting the CNG Committee’s selection of incentive plan performance metrics that relate to growth in book value per share.

Compensation for 2021

The principal elements of compensation for our executives arein 2021 - base salary, annual incentive bonuses and long-term incentive compensation - are discussed below.

2021 Target Annual Direct Compensation Mix

As discussed above under “Compensation Philosophy”, the Company’s compensation program emphasizes variable long-term incentive compensation, rather than fixed 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. The base salaries in effect for each of our NEOs for 2021 and 2022 are listed in the table below:

___________________

* Effective March 1, 2021, Mr. Bazos resigned from his role and became an advisor to management at a $250,000 annual salary.

We provide annual bonus opportunities to our executive officers, which make up a small percentage of each NEO’s target total annual compensation – approximately 5% for our CEO, and 11% on average for the other NEOs in 2021 – as the bulk of our executive officers’ compensation opportunity is tied to long-term incentives. Each NEO participates in the annual bonus pool applicable to the parent holding companies. For 2021, the target bonus pool was $6.9 million for 59 employees.

Under our formulaic annual bonus program, the level of payout is determined by reference to the Company’s growth in CVPS, which is defined by the CNG Committee as the average of growth in ABVPS and growth in “intrinsic business value per share”, which is the ABVPS including franchise value step-ups to reflect the fair value of certain subsidiaries carried at book value. In choosing this metric for the annual bonus program, the CNG Committee recognized that this is the same metric as used in a portion of the Company’s long-term incentives (albeit for a different time period). The CNG Committee considered a number of other metrics but concluded that no other metric is as pertinent to our business as CVPS. CVPS is the metric that the Board and the management team focus on because it is linked to growth in book value per share metrics, which we believe is what ultimately drives growth in our share price. The 2021 annual bonus pool could range from 0% to 200% of target, based on the harvest scale of 3%-8%-13% growth in CVPS.

For our executive officers, the CNG Committee maintains the discretion to decrease the individual annual bonus payouts after the quantitative formula has been applied, however it does not have discretion to increase payouts. Our executive officers cannot receive more than the formulaic result.

For 2021, the NEOs (other than Mr. Bazos) had target annual bonuses of 75% of salary, which was unchanged from the prior year and is continued into 2022. Mr. Bazos was not eligible for an annual incentive bonuses.bonus in 2021 due to his resignation effective March 1, 2021. Based on the Company’s performance of a 1.2% decline in CVPS in 2021, the CNG Committee awarded the NEOs bonuses of 0% of target.

3. Long-Term Incentive Compensation

Long-term equity awards generally consist of an equal mix of performance shares and restricted shares, rewarding long-term value creation and aligning executives’ interests with shareholders’ interests. Restricted shares are subject to a three-year cliff-vesting provision, instead of annual vesting, in order to promote retention that balances incentives to redeploy capital aggressively and to remain patient for good opportunities. The number of WTM common shares earned from a grant of performance shares can range from 0%-200% of target, based on after-tax annual growth in CVPS over the three-year performance cycle.

Long-Term Incentive CompensationThe CNG Committee selected performance metrics that relate to growth in book value per share because it continues to believe these metrics ultimately drive growth in our share price. The market value of our shares is not included as a direct measure of performance, but it determines the ultimate value of earned performance and restricted share awards.

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 change 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 change in value of the Company than metrics reflecting short-term market price fluctuations. In addition, we generally limit total annual share grants to employees to equal to or less than 1% of the Company’s outstanding shares. For each of the past five grant cycles (from 2018-2020 to 2022-2024), we adhered to this guideline.

2021 Long-Term Incentive Grants:For the CEO and each Named Executive Officer recipient of a WTMour other NEOs (other than Mr. Bazos), the annual 2021 long-term incentive awards were allocated 50% as performance share grant for the 2015-2017 performance cycle, the Committee established 8% annual growth in intrinsic business value per shareshares and 50% 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 wererestricted shares, consistent with prior years. With respect to 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 ofacross the Company, the CNG Committee granted 26,950 target shares for the 2015-20172021-2023 performance cycle, waswhich represented a 4% decrease, year over year, in the number of shares granted. These grants totaled approximately 0.9% of the then outstanding shares, within the CNG Committee’s 1% guideline.

In addition, with respect The restricted shares are subject to a three-year cliff vesting provision based on continuous service, in order to promote retention of key executive talent. The performance shares vest in a range of 0% - 200% of target, following a three-year performance period.

For the 2013-20152021-2023 performance cycle which matured atperiod, the endCNG Committee established a target of 2015, 8% annual growth in intrinsic business value per share (“GIBVPS”) wasCVPS as the performance target for athat would result in the payout of 100% of the target shares.  Annualperformance shares, which is an increase over the 7% annual growth target utilized for the 2020-2022 performance period. There would be no payout for annual growth of 2%3% or less, would have resulted in a payout of 0% and annual growth of 14%13% or more would have resulted inbe required for a payout of 200%. At its meetingIn setting this performance scale, the CNG Committee’s goal was to set a performance target that was reasonable, but with an appropriate degree of stretch. Importantly, the 8% target was roughly equal to the Company’s 10YT + 700 basis points guidepost, allowing us to fulfill our commitment to shareholders since our dispositions in February 2016, based on an2015-2017. Over the past several years, we have consistently communicated our intention to deploy the large amount of capital from these dispositions patiently and sensibly, and eventually get our target back to the 10YT + 700 basis points level. In addition, the CNG Committee considered that the one-year performance scale for the 2021 annual bonus program was the same as the three-year average annual GIBVPSperformance scale being set for the 2021-2023 performance shares. The Committee determined that this scale was appropriate due to the factors discussed above and their applicability over a longer time frame (which equates to aggregate growth of 10.4% (including the effect9%-26%-44% over a three-year period).

A detailed breakdown of the sales of Sirius and Symetra),2021 grants is included in the Committee confirmed that the payout that was earned was 140% of target, subject to the closing of the Sirius sale.table below:

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 Officers.  In the case of Messrs. Foy, Campbell, Seelig and Waters, in determining the amount of new long-term incentive compensation grants for 2015,2021 for our NEOs, the CNG Committee assessed each executive’s scope of authority and ability to impact the success of the Company. Based on the CNG Committee’s general experience and the recommendation of the CEO, for NEOs other than himself, the CNG 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 CFOBazos did not receive a long-term incentive grant in 2021 due to his resignation effective March 1, 2021.

Payout of the Company since 2003.2019-2021 Performance Cycle: For the 2013-20152019-2021 performance cycle, Mr. Foy had beenlong-term incentives were granted 3,375 targetto the NEOs as follows: 50% as performance shares and 3,37550% as 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 afterwhich matured at 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 Company2021, 7% annual growth 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.

ForCVPS was 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.

Allan Waters.  Mr. Waters has been the CEO of Sirius Group since 2007.  In addition, from time to time Mr. Waters takes on responsibility for certain projects at the Company.  For the 2013-2015 cycle, Mr. Waters had been granted 1,335 target performance shares and 1,335 restricted shares.  Based on the Company’s performance over the cycle, he earned 1,869 performance shares.  The restricted shares vested on January 1, 2016.  Based on Sirius Group’s performance for the 2013-2015 performance cycle, which was an annualized after-tax, levered underwriting return on deployed capital (“UROC”) of 10%, Mr. Waters received a payout of 144.9%100% of the Sirius Group units granted to him at a valuetarget performance shares. Annual growth of $1,448 per unit, which equaled approximately $5.5 million.

For the performance cycle from 2015-2017, Mr. Waters was granted 2,638 Sirius Group performance units, 1,200 WTM performance shares and 1,200 restricted shares.  The grant date value was approximately $5.1 million.  Under the terms of the purchase agreement relating to the sale of Sirius, Mr. Waters’s long-term incentives will remain outstanding and continue to vest.  The restricted shares will vest on January 1, 2018, subject to Mr. Waters’s continued employment at Sirius Group.  The performance target for the Sirius Group units is an annual 10% UROC, with a UROC of 3%2% or less resulting onwould have resulted in no payout and a UROCannual growth of 17%12% or more resultingwould have resulted in a 200% payout.  The numberpayout of performance shares200%. At its meeting in February 2022, based on an average annual growth in CVPS of 10.6%, the CNG Committee confirmed that the payout that was earned was 172% of target.

2022 Compensation Actions

Target total cash compensation opportunities remain generally unchanged from 2021, with base salaries capped at $500,000, combined with 75%-of-salary target bonus opportunities. At its February 2022 meeting, the CNG Committee increased Ms. Hildreth’s salary to $500,000 and units thatdecided to keep all other NEO 2022 base salaries and percent-of-salary target bonus opportunities at the same levels as in 2021. This reflected the CNG Committee’s long-standing philosophy of linking a vast majority of executives’ compensation to long-term incentives in order to align their interests with those of our shareholders, as opposed to awarding high levels of fixed cash compensation.

Further, the design of our executive officers’ 2022 annual bonus plan will be earned will be determined aftersimilar to the endplan in effect for 2021, with payouts tied to annual growth in CVPS and a harvest scale of 2017 based, respectively, on the Company’s and Sirius Group’s performance4%-9%-14% for threshold / target / maximum payout levels, which is an increase over the cycle compared to the targets described above.3%-8%-13% scale that was in effect for 2021.

Base Salary

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.

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.  The aggregate bonus pool size for each business unit could 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.

For 2015, the Named Executive Officers at the WTM level (Messrs. Barrette, Foy, Campbell and Seelig) 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 performance in 2015 (including the effect of the sales of Sirius and Symetra), the Committee awarded a bonus pool of 200% of target taking into account the Company’s 18.5% growth in adjusted book value per share, 18.1% growth in economic value per share, and other items deemed relevant in the judgment of the Committee.  Among the items considered by the Committee were the Company’s sales of Sirius and Symetra, investment performance, results at Sirius and OneBeacon, the continued progress at BAM/HG Global and the closing of three new insurance services deals and a number of follow-on acquisitions.  Messrs. Barrette, Foy, Campbell and Seelig were awarded bonuses of $750,000, $750,000, $850,000 and $750,000, which represented 200%, 200%, 227% and 200% of target, subject to the closing of 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% compared to the target of 10%, the indicated bonus pool was 107% 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.

2016 Compensation Actions

New2022 Long-term Incentive Grants and Annual Bonus TargetsGrants.

In February 2016,2022, the CNG Committee and the Subcommittee made new long-term incentive grants to the NEOs (other than Messrs. Campbell 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)Bazos) based on the same factors described above with respect to grants made in 2015.

The new long-term incentive grants for White Mountains executives (other than Mr. Barrette2021 and operating company executives) were allocated 50% as performance shares and 50% as restricted shares. With respect to the total grants made to employees across the Company, the CNG Committee granted 26,150 target shares for the 2022-2024 performance cycle, which wasrepresents a 3% decrease, year over year, in the same allocation as in 2015.  Mr. Barrette’s long-term incentive grant was made 100% as restricted shares.number of shares granted. These grants totaled approximately 0.9% of the then outstanding shares, within the CNG Committee’s 1% guideline discussed above. 

The key jobCNG Committee set a performance target of 9% annual growth in CVPS, which is above the Company’s guidepost of the yield at the beginning of the period on the 10 YT + 700 basis points. The CNG Committee determined that 9% annual growth in CVPS is an appropriately challenging target for a payout of 100% of the target performance shares for the Company’s management team going forward2022-2024 performance cycle, which is to appropriately deployan increase over the proceeds from8% annual growth in CVPS target utilized for the sales2021 grants. Annual growth of Sirius4% or less would result in no payout, and Symetra while remaining patient.  In lightannual growth of this,14% or more would result in a payout of 200%. As seen in the table below, the performance target goals associated with our performance shares have increased meaningfully over the past five grant cycles.

The CNG Committee believes grading management’s performancethis target and scale properly incentivize management to manage our businesses efficiently, without taking inappropriate risks.

Share Ownership Guidelines for Executive Officers

The CNG Committee has established share ownership guidelines for our executive officers. According to the guidelines, our CEO and EVPs are required to hold Company shares with a value of 10x salary, while other executive officers are required to hold Company shares with a value of 3x salary. Shares received upon vesting must be held until the executive is in compliance with the guideline. Unvested restricted shares will be best done using judgment at the endcount toward satisfaction 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 recipient of a WTM performance share grant for the 2016-2018 performance cycle, the Committee elected not to set specific performance targets.  Instead, at the end of the cycle, the Committee will use its judgment to evaluate management’s performance by taking into account all facts the Committee deems relevant including the Company’s growth in intrinsic business value per share to determine the payout of theguideline, while unvested performance shares on a 0%-200% scale.  The Committee considered many other approaches, including making grantswill not count. As of December 31, 2021, all NEOs were in this cycle entirely in restricted shares, but decided thatcompliance with the chosen approach best fit the unique circumstances of the Company.guidelines.

Clawback Policy

The Company has adopted a clawback policy applicable to bonuses and long-term incentive awards. If the Company is required to restaterestates 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 wasinvolved fraud, then in addition to other actions the Board will 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 andperquisite is limited personal use of corporate aircraft.

We allow our Named Executive OfficersNEOs 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 OfficersNEOs for their taxes associated with perquisites, including with respect to personal use of our aircraft.

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

Employment Agreements; Compensation Arrangements for Mr. Bazos and Severance Agreements; Change in ControlMr. Caffrey

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 OfficersNEOs 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 any Named Executive Officers other than Mr. Waters.

At our parent company, severanceFrank Bazos. In connection with Mr. Bazos’s hiring, the Company agreed to the following terms, which the CNG

Committee believes were reasonably negotiated and aligned with market practices:

On December 9, 2020, the Company announced that Mr. Bazos would resign from his current role on March 1, 2021 and become an advisor to management. On December 16, 2020, Mr. Bazos and WMC, acting with the approval of the CNG Committee, entered into an employment agreement (the “Bazos Agreement”) relating to Mr. Bazos’s service as an advisor. Under the Bazos Agreement, Mr. Bazos will (A) be paid a base salary at the annual rate of $250,000 and (B) continue to participate in WMC’s employee benefit plans. In addition, Mr. Bazos’s existing 3,600 unvested performance shares granted under the Company’s Long -Term Incentive Plan will remain outstanding.

Under the Bazos Agreement, and in accordance with the terms of Mr. Bazos’s original offer letter from when he joined WMC in 2019 and which terms are described above, (A) WMC paid Mr. Bazos (1) $500,000, consisting of the third installment of his original signing bonus, and (2) $875,000, representing the agreed payment in the event of Mr. Bazos’s departure prior to March 15, 2021, and (B) Mr. Bazos’s existing 3,600 restricted shares granted under the LTIP vested. The Bazos Agreement also provides that Mr. Bazos will be subject to certain restrictive covenants.

Liam Caffrey. On December 2, 2021, the Company announced that Mr. Caffrey would become its Executive Vice President and Chief Financial Officer on March 1, 2022. In connection with Mr. Caffrey’s hiring, the Company agreed to the following terms, which the CNG Committee believes were reasonably negotiated and aligned with market practices:

Severance Agreements; Change in Control

Severance benefits, if any, for our NEOs are determined by the CNG 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 enteringwould expect to enter 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.NEOs. 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.

controlTax 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, theCompensation/Nominating & Governance 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 CompensationCompensation/Nominating & Governance 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 CompensationCompensation/Nominating & Governance Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Philip A. Gelston, Chair

Morgan W. Davis Chairman

A. Michael FrinquelliMargaret Dillon

Edith E. HolidaySuzanne F. Shank

Lowndes A. Smith

Summary Compensation Table

The following table presents compensation in 2015, 20142021, 2020 and 20132019 for the Company’s CEO, CFO and its threetwo other most highly compensated executive officers, and one additional individual for whom disclosure would have been provided had he been serving as an executive officer at the end of 2021 (collectively, the “Named Executive Officers”):