| This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote. | | |
| DATE AND TIME Thursday, May 16, 2024 at 8:30 A.M. ADT | | | | | | | | | | Annual General Meeting Date and Time | Thursday, May 4, 2023 - 8:30 a.m. ADT | | Ways to Vote | | | | Location | | | BY PHONE 1-800-652-8683 (US or Canada) | | | BY MAIL Sign, date and return your completed voting infor- mation form or proxy card | | | | | | | | | | | | BY INTERNET www.investorvote.com/AXS | | | IN PERSON You may also vote in person during the 2024 Annual Meeting | |
LOCATION AXIS House 92 Pitts Bay Road Pembroke HM 08 Bermuda Please refer to "Voting and Meeting Information” for additional information.
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| | | | | | | | | | | | | | | | | Agenda and Vote Recommendations | | | | Proposal | | ProposalVote Recommendation | Vote
Recommendation | For More
| | | | | 1 | 1.Election of the four Class III directors to the Board
| | FOR each nominee | FOR each nominee | | | | | | | | | 2 | 2.Company's executive compensation ("Say on Pay")
| | FOR | Page 30 | | | 3.Timing of shareholder vote to approve the Company's executive compensation ("Say When on Pay")43 | | 1 YEAR
RECORD DATE March 15, 2024 | | | | | 3 | Page 30 | | | 4.Approve an amendment to our Amended and Restated 2017 Long-Term Equity Compensation Plan
| FOR | Page 80 | | | 5.Appointment of Deloitte Ltd. ("Deloitte") as the Company's independent registered public accounting firm for the 20232024 fiscal year
| | FOR | | | | | | | | | | We may also transact any other business that may properly come before the meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement. |
| | | | | | | | | Record Date | March 10, 2023 | | | | | 2022 Company Financial Performance | In 2022, AXIS advanced its effortsPlease refer to strengthen its business, reposition its portfolio, reduce volatility,"Voting and drive profitable growth in attractive markets - while capitalizing on favorable market conditions.
Operating return on average common equity (“OROACE”) is the financial metric under our Annual Incentive Plan. For 2022, the Company's annual OROACE exceeded target under the plan, however this strong result was due in part to rising global interest rates in 2022 which ultimately had the effect of decreasing average shareholders' equityMeeting Information” for the year. The Human Capital and Compensation Committee used its discretion to determine actual bonus payouts on an adjusted basis, using operating return on adjusted common equity ("Adjusted OROACE"), which uses beginning year shareholders' equity as compared to average common equity. This had the effect of decreasing overall payments under the plan. Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s financial metric for its performance-vesting restricted stock unit awards (“PSUs”).
AXIS' 2022 financial results for these performance metrics on an absolute basis are set forth below:additional information.
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| | | | | | | | | 2 | AXIS 2024 Proxy Statement |
2023 Company Financial Performance In 2023, Mr. Tizzio and his leadership team initiated a new strategic transformation to make AXIS more profitable, agile and efficient. Financially, results were outstanding. Book value grew 15.1% to finish the year at $54.06 per share. We made underwriting income(1) despite strengthening reserves and a tough weather year for the industry. We also improved gross premium by 2% and achieved record levels of investment income.
Operating return on average common equity (“OROACE”)(2) is the financial metric under our Annual Incentive Plan. In order to fairly access the Company's underlying performance for the year, the Human Capital and Compensation Committee evaluated OROACE results on an adjusted basis excluding the impact of the reserve strengthening ("Adjusted OROACE").(3) Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s sole financial metric for its performance-vesting restricted stock unit awards (“PSUs”) issued in 2021 - 2023. Commencing in 2024, the PSU awards will include an additional metric of absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes ("Adjusted DBVPS Growth").(4) Absolute TSR Compound Annual Growth Rate ("CAGR") is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion. AXIS' 2023 financial results for these key metrics on an absolute basis are set forth below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OROACE(2) | | Adjusted OROACE(3) | | ROACE(5) | | Book Value Per Diluted Common Share(6) | | Total Shareholder Return(7) | | | | | | | | | | | 11.0% | | 18.5% | | 7.9% | | $54.06 | | 5.5% | | | | | | | | | | | -.1% pts from 2022 | | | | +3.6 pts from 2022 | | +15.1% from 2022 | | +2.9% from 2022 | | | | | | | | | |
(1)Consolidated underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, net income (loss), is provided in Appendix 1. (2)"OROACE" is operating return on average common equity and is calculated by dividing operating income (loss) for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period. OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1. (3)"Adjusted OROACE" is operating return on average common equity excluding the impact of the reserve strengthening in 2023. Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1. (4)"Adjusted DBVPS Growth" is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Adjusted DBVPS Growth measures absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes. This is a new metric effective for 2024 and results under this new metric are not presented in this proxy statement. (5)"ROACE" is return on average common equity and is calculated by dividing income (loss) available (attributable) to common shareholders for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period. (6)"Book Value per Diluted Common Share" or "DBVPS" represents common shareholders’ equity divided by the number of diluted common shares outstanding, determined using the treasury stock method. Cash-settled restricted stock units are excluded. (7)One-year absolute Total Shareholder Return with dividends reinvested, sourced from S&P Capital IQ. | | | | | | |
| PROXY STATEMENT SUMMARY |
| AXIS 2024 Proxy Statement | 13 |
Corporate Citizenship
At AXIS, our purpose is clear: by helping people and organizations around the world manage risk, we give them the confidence to pursue their goals and ambitions. Our Corporate Citizenship program, designed to address environmental, social and governance (ESG) factors and focusing on issues like the impact of climate change and diversity, equity and inclusion (DEI), is one of many ways we help advance this purpose.
For more information on the Company’s corporate citizenship initiatives, see "Corporate Governance – Corporate Citizenship & Sustainability."
Human Capital Management
We believe our teammates distinguish us from our competitors and are critical to our success as a focused specialty underwriter that leads with purpose. As a result, one of our core strategies is to invest in and support our teammates including with respect to talent development, health, safety and wellness, DEI, employee engagement and compensation and benefits.
For additional information on our human capital management, please refer to "Corporate Governance – Human Capital Management."
Leadership Transition
Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer and as a director. Since assuming the position, Mr. Tizzio has made progress in executing the Company's strategic imperatives, improving key operating and underlying financial metrics in 2023. We believe Mr. Tizzio has taken our strategy to the next level, and leading by example, he has set clear expectations for the fast execution of that strategy.
As planned, upon Mr. Tizzio's succession to President and Chief Executive Officer, Albert Benchimol assumed a new role as a strategic advisor through December 31, 2023 and then departed the Company.
For more information regarding compensation matters related to AXIS' leadership transition, see "Compensation Discussion and Analysis."
Executive Compensation
Key compensation actions for 2023 included aligning pay and performance by:
•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."
Corporate Governance Highlights
Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:
•Regular shareholder engagement
•Annual Board and committee self-evaluations
•Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating and Social Responsibility Committees
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| 4 | Measure | Fiscal Year 2022 | Change versus Fiscal Year 2021 | |
| OROACE(1)
| 11.1% | +2.0% pts | |
| Adjusted OROACE(2)
| 10.2% | N/A | |
| ROACE(3)
| 4.3% | -7.9% pts | |
| Total Shareholder Return(4)
| 2.6% | -9.2% pts | |
| (1)"OROACE" is operating return on average common equity and is calculated by dividing operating income (loss) for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period. OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
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| (2)"Adjusted OROACE" is operating return on adjusted common equity and is calculated by dividing operating income (loss) for the period by the common shareholders’ equity balance at the beginning of the period. Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
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| (3)"ROACE" is return on average common equity and is calculated by dividing income (loss) available (attributable) to common shareholders for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period.
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| (4)One-year Total Shareholder Return with dividends reinvested, sourced from Bloomberg.
| AXIS 2024 Proxy Statement |
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Corporate Citizenship | At AXIS, our purpose is clear: by helping people and organizations around the world manage risk, we give them the confidence to pursue their goals and ambitions. Our Corporate Citizenship program, designed to address environmental, social and governance (ESG) factors and focusing on issues like the impact of climate change and diversity, equity and inclusion (DEI), is one of many ways we help advance this purpose.
For more information on the Company’s corporate citizenship initiatives, see "Corporate Governance – Corporate Citizenship & Sustainability."
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Human Capital Management | We believe our employees distinguish us from our competitors and are critical to our success as a focused specialty underwriter that leads with purpose. As a result, one of our core strategies is to invest in and support our employees, including with respect to health, safety and wellness, DEI, talent development, employee engagement and compensation and benefits.
For additional information on our human capital management, please refer to "Corporate Governance – Human Capital Management."
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Leadership Transition | In December 2022, the Board of Directors implemented a leadership transition, appointing Vincent Tizzio as President and CEO effective May 4, 2023, at which time he will also join the Board. The Board determined that Mr. Tizzio is the right person to lead the organization following our recent transformation due to Mr. Tizzio's deep industry and underwriting expertise in specialty insurance and his ability to further enhance the Company's ability to attract top-tier talent.
In addition, the Company announced other senior leadership changes as discussed in "Compensation Discussion and Analysis – Leadership Transition."
The Board believes that Mr. Tizzio, together with the rest of the leadership team, is well positioned to execute the Company's strategic imperatives and deliver sustainable profitable growth and increased shareholder value.
For more information regarding compensation matters related to AXIS' leadership transition, see "Compensation Discussion and Analysis."
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| | Proxy Statement Summary |
| Executive Compensation | Key compensation actions for 2022 include:
•Paid/accrued severance in accordance with existing contracts relating to non-renewal and termination without cause.
•Awarded equity to CEO at below target; other NEOs awarded equity at target. Paid bonuses in line with formula, averaging a payout of 107% of target.
•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."
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Corporate Governance Highlights | Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:
•Regular shareholder engagement
•Annual Board and committee self-evaluations
•Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating and Social Responsibility Committees
•None of our directors serve on the board of directors of more than three other publicly-held corporations
•Majority vote standard for election of directors
•No stockholder rights plan (“poison pill”)
•Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting
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Shareholder Engagement and Responsiveness to Shareholders | In addition to our regular investor relations efforts, in 2022 we reached out to shareholders representing over 60% of our outstanding common shares. In the spring, we held meetings with holders representing approximately 32% of our outstanding shares and in the fall, we held meetings with holders representing approximately 26% of our outstanding shares.
•Henry Smith, our 2022 Human Capital and Compensation Committee Chair and independent Chair of the Board led engagement efforts and actively participated in all of the meetings.
•Discussion topics included AXIS' strategy, executive compensation and governance practices as well as environmental, social and sustainability topics.
For more information on shareholder engagement, see "Compensation Discussion and Analysis – Executive Summary – Positive 2022 Say on Pay Vote and Shareholder Engagement."
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•None of our directors serve on the board of directors of more than three other publicly-held corporations
•Majority vote standard for election of directors
•No stockholder rights plan (“poison pill”)
•Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting
Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote
In addition to our regular investor relations efforts, we have a robust shareholder outreach program. Shareholder feedback is shared with the Board and helps to inform enhancements to our executive compensation, governance and corporate citizenship practices.
In 2023 we reached out to shareholders representing over 60% of our outstanding common shares. In the spring, we held meetings with holders representing approximately 29% of our outstanding shares and in the fall, we held meetings with holders representing approximately 21% of our outstanding shares. Michael Millegan, our Human Capital and Compensation Committee Chair, and our Board Chair, Henry Smith, led engagement efforts and actively participated in all of the meetings.
Our 2023 Say on Pay vote received support from 78% of the votes cast. During our comprehensive outreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and learned that much of the feedback related to the legacy contract with our former CEO. We believe we have substantially resolved their concerns in the new employment contract with Mr. Tizzio, which is aligned with current market practices and substantially reduces the total severance payable upon the Company's termination of the agreement.
For more information on shareholder engagement and our response to the 2023 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Summary – Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote."
Prompt return of your proxy will help reduce the costs of re-solicitation.
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| AXIS 2024 Proxy Statement | 5 |
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| PROPOSAL 1. ELECTION OF DIRECTORS |
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| Proposal 1: Election of Directors |
BOARD STRUCTUREBoard Structure
Our Board is divided into three classes, designated as Class I, Class II and Class III. The term for each Class III director expires at this year’s Annual General Meeting to be held on May 4, 2023; the term for each Class I director will expire at the Annual General Meeting in16, 2024; and the term for each Class III director will expire at the Annual General Meeting in 2025.2025; and the term for each Class II director will expire at the Annual General Meeting in 2026. At each annual general meeting of the Company, the successors of the class of directors whose term expires at that meeting will be elected for a term expiring at the annual general meeting to be held in the third year following the year of their election.
Four Class III directors are to be elected at the meetingthis year's Annual General Meeting, to serve until the Company’s Annual General Meeting in 2026.2027. All of the nominees are currently directors. Our Corporate Governance, Nominating and Social Responsibility Committee recommended all of the nominees to our Board for election at the meeting and all nominees have consented to serve on our Board. We do not expect that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the Annual General Meeting, proxy cards authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by our Board.
Our Board has reviewed its classified board structure and continues to believe that this structure provides greater stability and continuity in the Board’s membership and in the direction and guidance that it provides to the Company’s management. As compared to an annual election process, this approach promotes a long-term perspective toof our strategic objectives and has proved beneficial to our CEO and executive management in establishing the Company’s short- and long-term priorities. The classified board structure also ensures that at any given time, a majority of the directors serving on the Board will have substantial knowledge of the Company and its business, values, competitive environment, risks and strategic goals. We believe directors who have experience with the Company are better positioned to make decisions that are best for the Company and its shareholders, particularly given the complexity of the specialty insurance industry. In addition, three-year terms assist in recruiting highly qualified directors who are willing to commit the time and resources to develop a deep understanding of the Company and its business, and encourage a long-term view. After carefully considering the arguments for and against continuation of the classified board structure, we believe that a classified election process remains in the best interests of the Company and our shareholders.
Our classified structure has not impeded refreshment of our Board. Since 2018, we have added nine new directors, with a variety of backgrounds and skill sets. 75% of our current directors joined the board since 2018. Our Corporate Governance, Nominating and Social Responsibility Committee believes that the most effective boards have directors with a balanced range of tenures, combining Company history with fresh perspectives. To that end, the Corporate Governance, Nominating and Social Responsibility Committee regularly tracks the span of director tenures, together with its review of skills, backgrounds and personal attributes.
SKILLS, QUALIFICATIONS AND EXPERIENCE OF DIRECTORS
Skills, Qualifications and Experience of Directors
For the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of integrity with significant accomplishments in their chosen fields. The Corporate Governance, Nominating and Social Responsibility Committee is responsible for recommending qualified candidates for directorships to be filled by the Board or by our shareholders. Directors are expected to bring a diversity of experiences, skills and perspectives to our Board.
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| AXIS 2024 Proxy Statement | 7 |
The Committee considers the qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity and fairness to be of paramount importance. It also examines experience, diversity, knowledge and skills in business judgment, leadership, strategic planning, general management practices and crisis response. In addition, the Committee looks for candidates with financial expertise and a willingness and ability to commit the time required to fully discharge their responsibilities to the Board. The Committee evaluates candidates based on their qualifications and not based on the manner in which they were submitted for consideration.
The Committee views diversity as an essential element of our Board’s composition and effectiveness. Attributes that will be additive to our overall Board's diversity, such as race, gender identity, age, sexual orientation, ethnicity and national origin, are considered in the identification and evaluation of our director candidates.
As reflected in the chart below, we believe our Board offers a diverse range of skills and experience to provide effective oversight of the Company and create long-term growth through successful execution of the Company's strategic initiatives.
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4 | PROPOSAL 1. ELECTION OF DIRECTORS |
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| Directors | Becker | Davis | Dowling | Galanski | Hardwick | Millegan | Ramey | Smith | Theis | Tizzio | Yastine | Zlatkus |
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Experiential Criteria(1) | | | | | | | | | | | | |
| Public Company Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Digital Experience | | | | | ✓ | ✓ | | | | | ✓ | |
| Insurance Experience | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Reinsurance Experience | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | |
| Finance Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
| International Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ |
| Banking Experience | ✓ | ✓ | | | ✓ | | | ✓ | | | ✓ | ✓ |
| Legal/Regulatory Experience | ✓ | | ✓ | ✓ | | | | | ✓ | | | |
| Composition | | | | | | | | | | | | |
| Other Current U.S.-Listed Public Boards | 1 | 1 | 0 | 0 | 0 | 2 | 0 | 0 | 0 | 0 | 3 | 1 |
| Average Age = 66.5 years | 71 | 75 | 65 | 65 | 51 | 65 | 80 | 75 | 66 | 57 | 64 | 65 |
| Average Tenure = 7.3 years | 3.8 | 22.4 | 4.2 | 0.2 | 5.4 | 3.0 | 14.7 | 19.9 | 3.0 | 0.9 | 5.7 | 5.0 |
| Racially/Ethnically Diverse | | | | | | ✓ | | | | | | |
| Gender Diverse | | | ✓ | | ✓ | | | | | | ✓ | ✓ |
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DIRECTORS(1) | Becker | Davis | Dowling | Hardwick | Millegan | Ramey | Smith | Theis | Tizzio | Yastine | Zlatkus |
EXPERIENTIAL CRITERIA (1) | | | | | | | | | | | |
| Public Company Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Digital Experience | | | | ✓ | ✓ | | | | | ✓ | |
| Insurance Experience | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Reinsurance Experience | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | |
| Finance Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
| International Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ |
| Banking Experience | | ✓ | | ✓ | | | ✓ | | | ✓ | ✓ |
| Legal/Regulatory Experience | ✓ | | ✓ | | | | | ✓ | | | |
| COMPOSITION | | | | | | | | | | | |
| Other Current U.S.-Listed Public Boards | 1 | 1 | 0 | 0 | 2 | 0 | 0 | 0 | 0 | 3 | 1 |
| Average Age = 65.7 years | 70 | 74 | 64 | 50 | 64 | 79 | 74 | 65 | 56 | 63 | 64 |
| Average Tenure = 7.0 years | 2.8 | 21.3 | 3.2 | 4.4 | 1.9 | 13.7 | 18.9 | 2.0 | - | 4.7 | 4.0 |
| Racially/Ethnically Diverse | | | | | = | | | | | | |
| Gender Diverse | | | = | = | | | | | | = | = |
(1)Mr. Tizzio is included in the chart in lieu of Mr. Benchimol given the director transition on May 4, 2023.
(2)1.Competencies with a “✓“✓” indicate substantial professional experience.
BOARD REFRESHMENT PROCESS | | | | | |
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| 8 | AXIS 2024 Proxy Statement |
Board Refreshment Process
Our Board is committed to orderly director succession planning and having a diversity of perspectives, skills and experiences on our Board aligned with our long-term strategy. While our Board benefits immensely from the industry expertise of our longer-tenured directors, we recognize the importance of regular, thoughtful refreshment and have launched a thoughtful director succession planning process.process starting in 2018. The Committee identified the skills and experience that are needed to lead the Company into the future, in line with our evolving strategy, and hastherefore, we evaluated director candidates based upon these desired qualities, attributes and skills. Our Corporate Governance, Nominating and Social Responsibility Committee has engaged a third-party search firm to identify and evaluate potential candidates for service on our Board. This succession planning has been conducted over time, as part of a multi-stage process, to ensure that the Company continues to benefit from the Company-specific expertise of our longer-tenured directors, balanced with the fresh perspectives brought by our newer directors.
Our director succession planning and refreshment process emphasizes the importance of diversity, including diversity of race, gender identity, age, sexual orientation, ethnicity and national origin, geographic location and cultural background. Our process is also focused on expanding the collective skills and experience of our Board with our new directors bringing deep industry and financial expertise, regulatory experience, innovative thinking and strategic perspective. The Committee considers a broad spectrum of backgrounds, skills and personal and professional experiences to ensure a strong and effective Board that is responsive to the Company's evolving needs.
Since July 2018, sixlonger-tenured directors have retired. However, as a result ofDue to the Committee’s thoughtfulCompany's proactive approach to director succession planning, the Board was positioned to nominate highly qualified directors. Since July 2018, seven talentedCompany added four independent directors with diverse and valuable skill sets and professional backgrounds havein the last four years. Additionally, nine of the Board's twelve directors joined the Board addingin July 2018 or later, including four women and one racially/ethnically diverse director. In addition, in connection with the CEO transition, Mr. Tizzio will succeed Mr. Benchimol as director effective May 4, 2023.
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PROPOSAL 1. ELECTION OF DIRECTORS | 5 |
We believe that these actions bring fresh perspectives and deliberations to our Board and reflect our commitment to Board refreshment.
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| AXIS 2024 Proxy Statement | 9 |
Board Diversity
While we have not adopted a formal Board diversity policy, the Corporate Governance, Nominating and Social Responsibility Committee views diversity as a key element of our Board’s composition and effectiveness. The Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.
Highlights of our directors include the following:
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11 out of 12 Directors are independent | |
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7.3 years Average Director Tenure | PROPOSAL 1. ELECTION OF DIRECTORS |
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42% 5 out of 12 Directors are gender or racially/ethnically diverse | |
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| 10 | AXIS 2024 Proxy Statement |
Director Nominees
The table below sets forth the names, ages, classes and positions of the nominees who are standing for election at this year's Annual General Meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.
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| Name | Age | Class | Position | Since |
W. Marston Becker(1)
Charles Davis | 7075 | III | Independent Director | June 2020November 2001 |
Michael Millegan(1)
| 64Elanor Hardwick | II51 | I | Independent Director | April 2021 |
Thomas C. Ramey | 79 | II | Independent Director | July 2009 |
Lizabeth H. Zlatkus | 64 | II | Independent Director | March 2019 |
(1)Messrs. Becker and Millegan were identified as director candidates by a third-party search firm as part of our Board refreshment process. Upon the recommendation of our Corporate Governance, Nominating and Social Responsibility Committee, Messrs. Becker and Millegan were unanimously appointed to the Board effective June 1, 2020 and April 1, 2021, respectively.
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W. Marston Becker
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| | Experience:
•Served as Chairman of the Board of QBE Insurance Group from 2014 until April 2020.
•Served as Chairman and Chief Executive Officer of Alterra Capital Holdings Limited from 2006 to 2013, Trenwick Group, Ltd. from 2002 to 2005, the run-off for LaSalle Re Holdings from 2002 to 2008 and Orion Capital Corporation from 1996 to 2000.
•Served as President and Chief Executive Officer of McDonough Caperton Insurance Group, Inc. from 1987 to 1994.
•Holds the Chartered Financial Analyst designation and is an admitted attorney in West Virginia.
Education: B.A. from West Virginia University and J.D. from West Virginia University
U.S. Public Company Boards:MVB Financial Corp.
Key Qualifications: The Board believes that Mr. Becker is qualified to serve as a director based on his 37 years of experience, including Chief Executive Officer and Chairman leadership positions in the insurance and financial industries.
Committee Membership: Chair of the Risk Committee and Member of the Executive and Human Capital and Compensation Committees
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PROPOSAL 1. ELECTION OF DIRECTORS | 7 |
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Michael Millegan | | |
| | Experience:
•Has served as Founder and Chief Executive Officer of Millegan Advisory Group-3 LLC, a strategic advisory firm for early-stage companies since February 2014.
•Held executive leadership and management roles at Verizon over the course of his 33-year tenure in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations, including President of Verizon Global Wholesale Group, President of Verizon Digital Media Service, Area President of Verizon Midwest Region and Senior Vice President of Verizon Enterprise Operations.
Education:B.A. from Angelo State University and M.B.A. from Angelo State University
U.S. Public Company Boards:Portland General Electric Company and Wireless Telecom Group, Inc. Former director of CoreSite Realty Corporation from February to December 2021 prior to its acquisition by American Tower Corporation.
Key Qualifications: The Board believes that Mr. Millegan is qualified to serve as a director based on his 33 years of leadership experience, including his experience running a business to business network and working with global companies, along with his knowledge in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations.
Committee Membership: Chair of the Human Capital and Compensation Committee and Member of the Finance Committee
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Thomas C. Ramey | | |
| | Experience:
•Former Chairman and President of Liberty International, a wholly owned subsidiary of Liberty Mutual Group, from 1997 to 2009. Also served as Executive Vice President of Liberty Mutual Group from 1995 to 2009.
•Served as President and Chief Executive Officer of American International Healthcare, a subsidiary of AIG, from 1986 to 1992.
•Founder and President of an international healthcare trading company, including health maintenance organization (HMO) consulting and management.
Education: B.A. from Texas Tech University and M.A. from Tulane University
U.S. Public Company Boards:Former director of UroCor, Inc. from 1996 to 2001 prior to its acquisition by Dianon Systems Inc.
Key Qualifications: The Board believes that Mr. Ramey is qualified to serve as a director based on his extensive insurance industry knowledge and significant background in international insurance operations, acquisitions and management.
Committee Membership: Member of the Audit Committee and Corporate Governance, Nominating and Social Responsibility Committee
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8 | PROPOSAL 1. ELECTION OF DIRECTORS |
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Lizabeth H. Zlatkus | | |
| | Experience:
•Served in various senior leadership positions during her tenure with The Hartford Financial Services Group from 1983 to 2011, including Chief Financial Officer and Chief Risk Officer of the firm and Co-President of Hartford Life Insurance Companies and as Executive Vice President of The Hartford's international operations and the group life and disability divisions.
Education:B.S. from Pennsylvania State University
U.S. Public Company Boards:Pathward Financial, Inc. (formerly known as Meta Financial Group). Former director of Computer Sciences Corporation from 2016 to 2017 and Boston Private Financial Holdings, Inc. from 2015 to 2021.
Key Qualifications:The Board believes that Ms. Zlatkus is qualified to serve as a director based upon her leadership experience with insurance organizations, including her prior roles as Chief Financial Officer and Co-President as well as her executive management background in risk and operations during her 28-year career with The Hartford Financial Services Group.
Committee Membership:Chair of the Audit Committee and Member of the Finance Committee and Executive Committee
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Recommendation of the Board
The Board recommends that you vote “FOR” the election of these nominees.
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PROPOSAL 1. ELECTION OF DIRECTORS | 9 |
DIRECTORS CONTINUING IN OFFICE
The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the Annual General Meeting but whose term of office will continue after the meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.
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Name | Age | Class | Position | Since |
Vincent C. Tizzio(1)
| 56 | III | Chief Executive Officer and President | May 2023 |
Charles A. Davis | 74 | I | Independent Director | November 2001 |
Anne Melissa Dowling | 64 | III | Independent Director | January 2020 |
Elanor R. Hardwick | 50 | I | Independent Director | November 2018 |
Henry B. Smith | 74 | III | Independent Director | May 2004 |
| Axel Theis | 6566 | I | Independent Director | April 2021 |
Barbara A. Yastine | 6364 | I | Independent Director | July 2018 |
(1)Vincent C. Tizzio will succeed Albert A. Benchimol, age 65, as a Class III director effective as of the close of business on May 4, 2023, the day of this year's Annual General Meeting. Mr. Benchimol's biography is set forth under "Directors Not Continuing in Office."
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| | | Recommendation of the Board The Board recommends that you vote“FOR”the election of these nominees. | |
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| | | | | | | | Charles Davis |
| Vincent C. Tizzio | |
| | Experience: •Serves as our CEO Specialty Insurance and Reinsurance and will become our President and Chief Executive Officer, effective May 4, 2023. Prior to becoming CEO Specialty Insurance and Reinsurance, served as a Senior Advisor - Insurance Market Strategy from January 2022 to June 2022.
•Served as Executive Vice President and Head of Global Specialty at The Hartford from May 2019 through August 2021.
•Prior to joining The Hartford, Mr. Tizzio spent seven years as President and CEO of Navigators Management Company.
Education:B.S. from Adelphi University
U.S. Public Company Boards:None
Key Qualifications:The Board believes that Mr. Tizzio is qualified to serve as a director based on his deep knowledge of the specialty insurance industry and his proven track record of managing an insurance business, with a comprehensive understanding of underwriting and go to market strategies.
Committee Membership: Member of Executive Committee, effective May 4, 2023
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10 | PROPOSAL 1. ELECTION OF DIRECTORS |
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Charles A. Davis | | |
| | Experience:
•Current Chief Executive Officer of Stone Point Capital LLC, serving since June 2005. •Held various executive positions at MMC Capital, Inc., a subsidiary of Marsh & McLennan Companies, Inc., from 1998 until May 2005, serving as the Chief Executive Officer from 1999 to 2005 and as Chairman from 2002 to 2005. Also served as a Vice Chairman of Marsh & McLennan Companies, Inc. from 1999 to November 2004. •Spent 23 years at Goldman Sachs & Co. LLC, where, among other positions, Mr. Davis served as head of Investment Banking Services worldwide; head of the Financial Services Industry Group; General Partner; Senior Director; and Limited Partner. Education:B.A. from the University of Vermont and M.B.A. from Columbia Business School
U.S. PublicU.S.-listed Company Boards:
The Progressive Corporation. Former director of The Hershey Company from 2007 to 2021. Key Qualifications: The Board believes that Mr. Davis is qualified to serve as a director based on his distinguished career in investment banking, his extensive knowledge of corporate finance and his experience in the insurance industry.
Committee Membership: Member of Finance Committee, Executive Committee and Risk Committee
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| Anne Melissa Dowling | |
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Experience:
•Served as Director of Insurance for the State of Illinois from 2015 to 2017 and as Deputy (and Acting) Commissioner of Insurance for the State of Connecticut from 2011 to 2015.
•Held executive management roles in the areas of investments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group; Connecticut Mutual Life Insurance Company; Travelers Insurance Company; and at Aetna Life & Casualty, where she began her career in 1982.
•Holds the Chartered Financial Analyst designation.
Education:Education: B.A. from Amherst Collegethe University of Vermont and M.B.A. from Columbia Business School
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U.S. Public Company Boards:Committees: None
Key Qualifications:The Board believes that Ms. Dowling is qualified to serve as a director based on her insurance industry expertise including 25 years of executive management in the private sector and, most recently in the public sector, as Director of the Illinois Department of Insurance.
Committee Membership: ChairMember of Finance Committee, Risk Committee and Member of RiskExecutive Committee
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PROPOSAL 1. ELECTION OF DIRECTORSAXIS 2024 Proxy Statement | 11 |
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| | | | | | | Elanor Hardwick |
| Elanor R. Hardwick | |
| | Experience: •Former Chief Digital Officer of UBS, leading the bank’s innovation and digitization activities across all business lines and functions globally, serving from 2018 to June 2020. •Served as Head of Innovation of Deutsche Bank from 2016 to 2018, leading innovation across business lines and functions globally and supporting the company’s digital strategy development. •Served as Chief Executive Officer from 2011 to 2016, of Credit Benchmark Ltd., a FinTech start-up and provider of credit risk data, leading the company from its foundation. •Held a succession of senior leadership positions at Thomson Reuters from 2005 to 2011 including Global Head of Strategy, Investment and Advisory; Global Head of Professional Publishing; and Head of Strategy for Europe and Asia. •Held positions at Morgan Stanley International from 2002 to 2005; Booz-Allen & Hamilton from 1997 to 2000; and the United Kingdom’s Department of Trade and Industry from 1995 to 1997. Education•:M.A. fromCurrently serves on the Universityboards of CambridgeAlpha Bank S.A. and M.B.A. from Harvard Business SchoolAlpha Services and Holdings S.A., an Athens Stock Exchange-listed banking group.
U.S. PublicU.S.-listed Company Boards:None
Key Qualifications:None
The Board believes that Ms. Hardwick is qualified to serve as a director based on her leadership positions in the financial services and FinTech industries, including her experience leading global innovation and digital strategy initiatives at UBS and Deutsche Bank. |
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Committee Membership:Age: 51
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Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | |
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Committees:Member of Human Capital and Compensation Committee and Corporate Governance, Nominating and Social Responsibility Committee.Committee | |
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| 12 | AXIS 2024 Proxy Statement |
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Henry B. Smith | | |
| | Experience:
•Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006.
•Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004.
•Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer; Executive Vice President Europe; and Senior Vice President and General Manager, Retail Banking.
Education:B.A. from Trinity College-Hartford
U.S. Public Company Boards:None
Key Qualifications:The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda.
Committee Membership:Chair of Executive Committee
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12 | PROPOSAL 1. ELECTION OF DIRECTORS |
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| Axel Theis | | |
| | Experience: •Served in various management roles during his distinguished 33-year career with Allianz SE, including as a member of the Allianz Board of Management from 2015 to 2020; Chief Executive Officer of Allianz Global Corporate & Specialty SE from 2006 to 2014; and Chief Executive Officer of Allianz Global Risks Ruckversicherungs from 2004 to 2006. •Also served on Allianz’s U.K. subsidiary board as Chairman from 2015 to 2018, as a member of the U.S. and Irish subsidiaries of Allianz from 2015 to 2018 and as Chairman of Allianz’ French credit insurance company, Euler Hermes from 2015 to 2019. Education:Ph.D. from the Eberhard Karls Universität Tübingen
U.S. PublicU.S.-listed Company Boards:None
Key Qualifications:None
The Board believes Dr. Theis is qualified to serve as a director based on his 33 years of multinational experience at Allianz and his experience leading (re)insurance and asset management businesses of significant scale across the European and global markets. |
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Committee Membership:Age: 66
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Education: Ph.D. from the Eberhard Karls Universität Tübingen | |
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Committees:Member of Audit Committee and Risk CommitteesCommittee | |
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| | | | | | | | Barbara Yastine |
| Barbara A. Yastine | |
| | Experience: •Former Chair and Chief Executive Officer of Ally Bank, a digital banking leader. Served as Chair from 2010 to 2015 and became interim Chief Executive Officer and President in 2011 before serving as Chief Executive Officer and President beginning in 2012. Also served as Chief Administrative Officer of Ally Financial from 2010 to 2012. •Previously served on the Board of First Data Corporation from 2016 to July 2019 and also as a director and co-Chief Executive Officer of privately held Lebenthal Holdings, LLC from September 2015 to June 2016. In November 2017, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. •Held various executive roles at Citigroup and Credit Suisse First Boston spanning over 17 years. Education:B.A. in Journalism from New York University and M.B.A. from New York University
U.S. PublicU.S.-listed Company Boards:
Primerica, Inc., Zions Bancorporation and Alkami Technology, Inc. Former director of First Data Corporation from September 2016 to July 2019. Key Qualifications:The Board believes that Ms. Yastine is qualified to serve as a director based on her more than 30 years of management experience in the financial services and risk management sectors, including her prior role as Chair, Chief Executive Officer and President of Ally Bank.
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Committee Membership:Age: 64
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Education: B.A. in Journalism from New York University and M.B.A. from New York University | |
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Committees:Chair of the Corporate Governance, Nominating and Social Responsibility Committee and Member of the Audit Committee | |
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| AXIS 2024 Proxy Statement | 13 |
Directors Continuing in Office
The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the Annual General Meeting but whose term of office will continue after the meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.
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| Name | Age | Class | Position | | | Since |
 | 57 | III | President and Chief Executive Officer | May 2023 |
| W. Marston Becker | 71 | II | Independent Director | June 2020 |
PROPOSAL 1. ELECTION OF DIRECTORSAnne Melissa Dowling | 1365 | III | Independent Director | January 2020 |
| Stanley Galanski | 65 | III | Independent Director | January 2024 |
| Michael Millegan | 65 | II | Independent Director | April 2021 |
| Thomas Ramey | 80 | II | Independent Director | July 2009 |
| Henry Smith | 75 | III | Independent Director | May 2004 |
| Lizabeth Zlatkus | 65 | II | Independent Director | March 2019 |
DIRECTORS NOT CONTINUING IN OFFICE
Mr. Tizzio will succeed Mr. Benchimol as a Class III director as of the close of business on May 4, 2023, the day of this year's Annual General Meeting. Mr. Benchimol's biography is set forth below.
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| | | | | | | | Vincent Tizzio |
| Albert A. Benchimol | |
| | Experience: •Has servedServes as our President and Chief Executive Officer since May 2012. HeOfficer. Mr. Tizzio previously served as our Executive Vice PresidentCEO, Specialty Insurance and Chief Financial OfficerReinsurance from June 2022 to May 2023 and as a Senior Advisor - Insurance Market Strategy from January 2011 until May 2012.2022 to June 2022. •Served as Executive Vice President and Chief Financial OfficerHead of PartnerReGlobal Specialty at The Hartford from April 2000May 2019 through September 2010 and as Chief Executive Officer of PartnerRe's Capital Markets Group business unit from June 2007 through September 2010.August 2021. •Prior to joining PartnerRe,The Hartford, Mr. Benchimol was Senior ViceTizzio spent seven years as President and Treasurer at Reliance Group Holdings, Inc. for 11 years and was previously with the BankCEO of Montreal from 1982 to 1989.Navigators Management Company. Education:B.S. from McGill University and M.B.A. from McGill University
U.S. PublicU.S.-listed Company Boards:None
Key Qualifications:None
The Board believes that Mr. BenchimolTizzio is qualified to serve as a director based on his 40 yearsdeep knowledge of experience in corporate finance, investments, the finance andspecialty insurance industry and his specific backgroundproven track record of managing an insurance business, with a comprehensive understanding of underwriting and go to market strategies. |
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Age: 57 | |
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Education: Education: B.S. from Adelphi University | |
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Committees: Member of Executive Committee | |
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| 14 | AXIS 2024 Proxy Statement |
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| | W. Marston Becker |
| Experience •Served as Chairman of the Company'sBoard of QBE Insurance Group from 2014 until April 2020. •Served as Chairman and Chief Executive Officer of Alterra Capital Holdings Limited from 2006 to 2013, Trenwick Group, Ltd. from 2002 to 2005, the run-off for LaSalle Re Holdings from 2002 to 2008 and Orion Capital Corporation from 1996 to 2000. •Served as President and Chief Executive Officer and former Chief Financial Officer.of McDonough Caperton Insurance Group, Inc. from 1987 to 1994. •Holds the Chartered Financial Analyst designation and is an admitted attorney in West Virginia. U.S.-listed Company Boards MVB Financial Corp. The Board believes that Mr. Becker is qualified to serve as a director based on his 37 years of experience, including Chief Executive Officer and Chairman leadership positions in the insurance and financial industries. |
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Age: 71 | |
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Education: B.A. from West Virginia University and J.D. from West Virginia University | |
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Committees: Chair of Risk Committee Membershipand Member of Human Capital and Compensation Committee and Executive Committee | |
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| | Anne Melissa Dowling |
| Experience •:Served as Director of Insurance for the State of Illinois from 2015 to 2017 and as Deputy (and Acting) Commissioner of Insurance for the State of Connecticut from 2011 to 2015. •Held executive management roles in the areas of investments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group; Connecticut Mutual Life Insurance Company; Travelers Insurance Company; and at Aetna Life & Casualty, where she began her career in 1982. •Holds the Chartered Financial Analyst designation. U.S.-listed Company Boards None The Board believes that Ms. Dowling is qualified to serve as a director based on her insurance industry expertise including 25 years of executive management in the private sector and, most recently in the public sector, as Director of the Illinois Department of Insurance. |
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Age: 65 | |
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Education: B.A. from Amherst College and M.B.A. from Columbia Business School | |
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Committees: Chair of Finance Committee and Member of Risk Committee | |
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| AXIS 2024 Proxy Statement | 15 |
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| | Stanley Galanski |
| Experience •Currently serves as Chief Executive Officer of G68 Capital, an advisory and consulting firm for the insurance industry. •Served as President and Chief Executive Officer of The Navigators Group from 2003 until its 2019 acquisition by The Hartford. •Previously served as CEO of Intercargo Corporation, President of New Hampshire Insurance Company and in various management and underwriting roles at Chubb over a 15-year tenure. U.S.-listed Company Boards None. The Board believes that Mr. Galanski is qualified to serve as a director based on his robust experience in the property and casualty insurance industry, including his deep underwriting knowledge and executive management experience. |
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Age: 65 | |
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Education: B.A. from the University of Pittsburgh | |
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Committees: Member of Risk Committee | |
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| | Michael Millegan |
| Experience •Has served as Founder and Chief Executive Officer of Millegan Advisory Group-3 LLC, a strategic advisory firm for early-stage companies since February 2014. •Held executive leadership and management roles at Verizon over the course of his 33-year tenure in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations, including President of Verizon Global Wholesale Group, President of Verizon Digital Media Service, Area President of Verizon Midwest Region and Senior Vice President of Verizon Enterprise Operations. U.S.-listed Company Boards Portland General Electric Company. Former director of CoreSite Realty Corporation from February to December 2021 prior to its acquisition and Wireless Telecom Group, Inc. from November 2016 to August 2023. The Board believes that Mr. Millegan is qualified to serve as a director based on his 33 years of leadership experience, including his experience running a business to business network and working with global companies, along with his knowledge in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations. |
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Age: 65 | |
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Education: B.A. from Angelo State University and M.B.A. from Angelo State University | |
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Committees: Chair of Human Capital and Compensation Committee and Member of Finance Committee | |
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| 16 | AXIS 2024 Proxy Statement |
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| | Thomas Ramey |
| Experience •Former Chairman and President of Liberty International, a wholly owned subsidiary of Liberty Mutual Group, from 1997 to 2009. Also served as Executive Vice President of Liberty Mutual Group from 1995 to 2009. •Served as President and Chief Executive Officer of American International Healthcare, a subsidiary of AIG, from 1986 to 1992. •Founder and President of an international healthcare trading company, including health maintenance organization (HMO) consulting and management. U.S.-listed Company Boards Former director of UroCor, Inc. from 1996 to 2001 prior to its acquisition by Dianon Systems Inc. The Board believes that Mr. Ramey is qualified to serve as a director based on his extensive insurance industry knowledge and significant background in international insurance operations, acquisitions and management. |
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Age: 80 | |
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Education: B.A. from Texas Tech University and M.A. from Tulane University | |
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Committees: Member of Audit Committee and Corporate Governance, Nominating and Social Responsibility Committee | |
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| | Henry Smith |
| Experience •Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006. •Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004. •Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer; Executive Vice President Europe; and Senior Vice President and General Manager, Retail Banking. U.S.-listed Company Boards None The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda. |
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Age: 75 | |
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Education: B.A. from Trinity College-Hartford | |
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Committees: Chair of Executive Committee | |
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| AXIS 2024 Proxy Statement | 17 |
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| | | | | | Lizabeth Zlatkus |
| | •Served in various senior leadership positions during her tenure with The Hartford Financial Services Group from 1983 to 2011, including Chief Financial Officer and Chief Risk Officer of the firm and Co-President of Hartford Life Insurance Companies and as Executive Vice President of The Hartford's international operations and the group life and disability divisions. U.S.-listed Company Boards Pathward Financial, Inc. (formerly known as Meta Financial Group). Former director of Computer Sciences Corporation from 2016 to 2017 and Boston Private Financial Holdings, Inc. from 2015 to 2021. The Board believes that Ms. Zlatkus is qualified to serve as a director based upon her leadership experience with insurance organizations, including her prior roles as Chief Financial Officer and Co-President as well as her executive management background in risk and operations during her 28-year career with The Hartford Financial Services Group. |
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Age: 65 | |
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PROPOSAL 1. ELECTION OF DIRECTORSEducation: B.S. from Pennsylvania State University
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Committees: Chair of Audit Committee and Member of Finance Committee and Executive Committee | |
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| 18 | AXIS 2024 Proxy Statement |
CORPORATE GOVERNANCE HIGHLIGHTSCorporate Governance Highlights
Corporate governance is an area of significant focus for our Board and is a critical component of our success in driving sustained shareholder value. Highlights of our corporate governance standards are provided below:
✓ Majority vote standard for election of directors. Each director must be elected by a majority of votes cast, not a plurality.
✓ No “over-boarding.” None of our directors serve on the board of directors of more than three other publicly held corporations.
✓ Regular shareholder engagement. We regularly engage with our shareholders to better understand their perspectives.
✓ Regular Board and Committee self-evaluation process
✓ Active Board refreshment process
✓ No hedging the economic risk of owning AXIS stock or pledging of AXIS stock for loans or other obligations
✓ Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting
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| þ | Majority vote standard for election of directors. Each director must be elected by a majority of votes cast, not a plurality. | | þ | Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting |
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| þ | No “over-boarding.” None of our directors serve on the board of directors of more than three other publicly held corporations. | | þ | Majority independent Board. All of our directors are independent, except for our CEO. |
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| þ | Regular shareholder engagement. We regularly engage with our shareholders to better understand their perspectives. | | þ | Independent Audit, Human Capital and Compensation and Corporate Governance, Nominating and Social Responsibility Committees |
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| þ | No hedging the economic risk of owning AXIS stock or pledging of AXIS stock for loans or other obligations | | þ | Robust Code of Business Conduct. AXIS is committed to operating its business with the highest level of ethical conduct and has adopted a Code of Business Conduct that applies to all employees and officers as well as the Board of Directors. Our Code of Business Conduct is available at www.axiscapital.com. |
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| þ | Regular Board and Committee self-evaluation process | |
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| þ | Active Board refreshment process | |
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| þ | Board Attendance. No director attended less than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served | | þ | Stock Ownership Guidelines. All of our directors, NEOs and other senior executives are required to maintain compliance with their required minimum stock ownership amounts. |
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✓ Majority independent Board. All of our directors are independent, except for our CEO.
✓ Independent Audit, Human Capital and Compensation and Corporate Governance, Nominating and Social Responsibility Committees
✓ Robust Code of Business Conduct. AXIS is committed to operating its business with the highest level of ethical conduct and has adopted a Code of Business Conduct that applies to all employees and officers as well as the Board of Directors. Our Code of Business Conduct is available at www.axiscapital.com.
DIRECTOR INDEPENDENCE | | | | | |
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| AXIS 2024 Proxy Statement | 19 |
Director Independence
Under the Company's Corporate Governance Guidelines, our Board must be composed of a majority of directors who are independent of the Company's management. For a director to be deemed independent, the Board must affirmatively determine that he or she does not have a direct or indirect material relationship with the Company. In addition, the director must meet the independence requirements of the New York Stock Exchange ("NYSE").
Our Board currently consists of eleventwelve directors, teneleven of whom are independent. As noted earlier, effective as of the close of business on May 4, 2023, the date of this year's Annual General Meeting, Mr. Tizzio will succeed Mr. Benchimol as a Class III director. The Board has affirmatively determined that each of Messrs. Becker, Davis, Galanski, Millegan, Ramey, Smith and Theis and Mses. Dowling, Hardwick, Yastine and Zlatkus are independent in accordance with the Company’s Corporate Governance Guidelines and the listing standards of the NYSE, including with respect to committee service. Mr. Benchimol and Mr. Tizzio areis not independent as Mr. Benchimol serves, and Mr. Tizzio will serve, as our Chief Executive Officer and President, and Mr. Tizzio currently serves as our President and Chief Executive Officer, Specialty Insurance and Reinsurance.Officer. The Board has made these determinations based primarily on a review of each director's responses to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors. The Board also considers the recommendations of the Corporate Governance, Nominating and Social Responsibility Committee which thoughtfully assesses independence on an annual basis, regularly tracks and considers fees paid to Stone Point Capital LLC and its affiliates ("Stone Point") and other factors as well as the advice of outside counsel experienced in these matters.
As part of its analysis to determine director independence during fiscal year 2023, the Board considered whether Mr. Galanski's son's employment by the Company would have any impact on his independence. Following consideration of all relevant facts and circumstances, including the fact that he is not an executive officer and the terms of his employment are consistent with the Company’s human resources policies, the Board determined that his son's employment did not impair Mr. Galanski's independence. With respect to Charles A. Davis, the Board reviewed his current relationship with Stone Point and assets that we currently have under management with affiliates of Stone Point, along with his indirect share ownership of the Company through Stone Point (refer to "Principal Shareholders" later in this proxy statement). The Board has determined that none of these relationships constitutes a material relationship with us as defined in the listing standards of the NYSE and in accordance with the Company's Corporate Governance Guidelines. For more details about these relationships and the related transactions, see “Certain Relationships and Related Transactions” below.
BOARD AND COMMITTEE EVALUATIONSBoard and Committee Evaluations
We believe that a robust Board and committee evaluation process is an essential component of good governance. At AXIS, our Board and committee members conduct annual self-evaluations covering a range of topics. The self-evaluation process is facilitated and overseen by our Corporate Governance, Nominating and Social Responsibility Committee to ensure a rigorous assessment of Board and committee effectiveness, priorities, and composition and to inform our refreshment and succession planning efforts. The Corporate Governance, Nominating and Social Responsibility Committee reported and implemented actionable feedback to further improve the process.
In addition to the self-evaluation described above, in 2022 the Board undertook a comprehensive assessment facilitated by a third party consultant with expertise in corporate governance. The assessment consisted of one-on-one interviews with all directors, including the Chief Executive Officer,
Certain Relationships and other senior leaders. Focus areas of the evaluation included Board and committee composition, dynamics,
processes, structure and effectiveness, Board and committee responsibilities, Board materials and succession planning. The full Board then reviewed and discussed the results of the evaluation process.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Transactions
Policies and Procedures for Transactions with Related Persons. We have established procedures for reviewing transactions between us and any director, executive officer or holder of five percent or more of our voting securities, or an immediate family member of any such person. These procedures help us evaluate whether any such related person transaction could impair the independence of a director or present a conflict of interest on the part of a director or executive officer. With the assistance of the Company’s General Counsel, our Corporate Governance, Nominating and Social Responsibility Committee, a committee comprised of independent directors, is required to consider and approve all transactions in which AXIS participates, a related person may have a direct or indirect material interest in the transaction and the aggregate amount involved may exceed $120,000. When reviewing transactions, the Corporate Governance, Nominating and Social Responsibility Committee considers any factors it deems relevant, including (i) whether the transaction is in the ordinary course of business of the Company, (ii) whether the transaction is on terms no less favorable than terms available to an unaffiliated third party, (iii) the related party’s interest in the transaction, (iv) the approximate dollar value of the transaction, (v) the purpose of the transaction, (vi) the disclosure obligations of the Company, (vii) the conflict of interest provisions of our Code of Business Conduct, and (viii) any other information that may be considered material.
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| 20 | AXIS 2024 Proxy Statement |
Related persons include any of our directors, director nominees or executive officers, certain of our shareholders and their respective immediate family members. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests.
Our Code of Business Conduct requires all directors, officers and employeesteammates who may have either a potential or apparent conflict of interest to promptly disclose such conflict to our General Counsel. We seek affirmative confirmation of compliance with our Code of Business Conduct from our directors, officers and employeesteammates annually. Additionally, each year, our directors and executive officers complete questionnaires that require the identification of any arrangements or transactions in which they or their family members have an interest. Further, directors are requested to disclose any new conflicts of interest at each quarterly board meeting, and they are expected to recuse themselves from any matters involving a potential conflict.
Stanley Galanski joined our Board in January 2024. Mr. Galanski's son is employed by a Company affiliate in a non-executive officer position and received total annual compensation of approximately $737,014 in 2023.
The following is a summary of related party transactions between the Company and affiliates of Stone Point, a private equity firm that specializes in the insurance and financial services industry, including owning several specialized investment managers. Charles A. Davis is the Chief Executive Officer of Stone Point. From a process perspective, while the Finance Committee approves the Company's strategic asset allocation ranges, each individual investment was approved by management’s Investment and Finance Management Committee and as previously noted, by our Corporate Governance, Nominating and Social Responsibility Committee (i.e., Mr. Davis was not involved in management’s decision to invest in Stone Point-affiliated entities).
•In the ordinary course of business, the Company engages SKY Harbor Capital Management, LLC, a portfolio company of investment funds managed by Stone Point, to manage certain of our high yield debt portfolios representing approximately 9% of our total investments. In 2022,2023, we paid $2.46$3 million to SKY Harbor Capital Management, LLC in fees relating to these portfolios.
•We have an investment of $39$17 million in the Freedom Consumer Credit Fund, LLC Series B, the manager of which is Freedom Financial Asset Management, LLC, an indirect subsidiary of Pantheon Partners, LLC (“Pantheon”). Investment funds managed by Stone Point own approximately 14.5% of Pantheon. During 2022,2023, fees paid to Freedom Financial Asset Management, LLC totaled $1.7$1 million.
•We have a $82$87 million investment in Stone Point’s private equity fund, Trident VIII L.P. ("Trident VIII") and co-investments of $26 million. In 2022,2023, we paid and accrued $2.2$2 million in fees to Stone Point in connection with our investment in Trident VIII L.P.VIII. We pay no fees to Stone Point in connection with our co-investments.
•We have a $9$24 million investment in Stone Point's private equity fund, Trident IX L.P. ("Trident IX"). In 2022,2023, fees paid to Stone Point in relation to Trident IX were $700,000.
•We have $24$9 million of co-investments alongsidewith Gordon Brothers, a majority-owned portfolio company of Stone Point's Trident VII fundsL.P. fund that participates in distressed corporate restructurings. In 2022,2023, we paid $140,000$100,000 in aggregate fees to Gordon Brothers with respect to these co-investments.
•We have a $40$43 million investment in Rialto Real Estate IV-Property ("Rialto") and co-investments of $17$19 million with Rialto Real Estate Fund IV-Property, a fund managed by a portfolio company of Stone Point’s private equity fund, Trident VII L.P. In 2022,2023, we paid Rialto Capital Management $2.4$2 million in fees in connection with these investments.
•We have a $18 million investment in Stone Point Credit Corporation. In 2022, $400,0002023, $500,000 in fees were paid relating to this investment. In connection with our seed investment in Stone Point Credit Corporation, the Company received an investment in Stone Point Credit LLC currently valued at $100,000. We pay no fees to Stone Point in connection with this investment. In addition, we have a $17$18 million investment in Stone Point Credit Corporation bonds. In 2022,2023, AXIS earned $600,000$1 million in interest fees in connection with this transaction. The coupon rate on the bonds is 5.83%.
•We have a $6$5 million investment in a syndicated accounts receivable loan for which Sound Point Capital Management L.P., an affiliate of certain principals of Stone Point, is the lead originator. We pay no fees to Sound Point Capital in connection with our investment.
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16AXIS 2024 Proxy Statement | CORPORATE GOVERNANCE21 |
We have a $22 million investment in Monarch Point Re, a newly created collateralized reinsurer which is jointly sponsored by the Company and Stone Point. In 2023, we paid Stone Point $60,000 in fees in connection with this investment.The Corporate Governance, Nominating and Social Responsibility Committee reviewed each of the Stone Point affiliate transactions before approval to confirm each transaction was no less favorable than those provided to other investors. In addition, the Committee reviews all relationships with Stone Point affiliates annually and whenever a new transaction is proposed to the Committee.
BOARD COMMITTEESBoard Committees
Our Board maintains Audit, Human Capital and Compensation, Corporate Governance, Nominating and Social Responsibility, Finance, Risk and Executive Committees. Current copies of the charter for each of these committees, as well as our Corporate Governance Guidelines, are available on our website at https://investor.axiscapital.com/corporate-governance/committee-composition/default.aspx.default.aspx. The table below sets forth the Company's committee membership as of May 5,January 1, 2024 and 2023 and 2022 meeting information for each committee. In addition, the table identifies the independent directors, as determined by our Board based on the NYSE listing standards and our Corporate Governance Guidelines. Please refer to our 2022 proxy statement for Board committee membership for fiscal year 2022.
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| Name | Audit | Human Capital and Compensation | Corporate Governance, Nominating and Social Responsibility | Finance | Risk | Executive | Independent Director |
| W. Marston Becker | | Member | | | Chair | Member | X |
| Charles A. Davis | | | | Member | Member | Member | X |
| Anne Melissa Dowling | | | | Chair | Member | | X |
| Elanor R. Hardwick | | Member | Member | | | | X |
| Michael Millegan | | Chair | | Member | | | X |
| Thomas C. Ramey | Member | | Member | | | | X |
| Henry B. Smith | | | | | | Chair | X |
| Axel Theis | Member | | | | Member | | X |
| Vincent C. Tizzio | | | | | | Member | |
| Barbara A. Yastine | Member | | Chair | | | | X |
| Lizabeth H. Zlatkus | Chair | | | Member | | Member | X |
| 2022 Meetings | 8 | 8 | 6 | 4 | 4 | 0 | |
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| Name | Audit | Human Capital and Compensation | Corporate Governance, Nominating and Social Responsibility | Finance | Risk | Executive | Independent Director |
| | | | | | | |
| W. Marston Becker | | l | | | p | l | ü |
| Charles Davis | | | | l | l | l | ü |
| Anne Melissa Dowling | | | | p | l | | ü |
| Stanley Galanski | | | | | l | | ü |
| Elanor Hardwick | | l | l | | | | ü |
| Michael Millegan | | p | | l | | | ü |
| Thomas Ramey | l | | l | | | | ü |
| Henry Smith | | | | | | p | ü |
| Axel Theis | l | | | | l | | ü |
| Vincent Tizzio | | | | | | l | |
| Barbara Yastine | l | | p | | | | ü |
| Lizabeth Zlatkus | p | | | l | | l | ü |
| 2023 Meetings | 10 | 7 | 5 | 4 | 4 | 0 | |
Audit Committeep. The Audit Committee has general responsibility for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit functions and independent auditors. The Committee appoints, retains and determines the compensation for our independent auditors, pre-approves the fees and services of the independent auditors and reviews the scope and results of their audit. The Audit Committee has been established in accordance with Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of the Audit Committee is a non-management director and is independent based on the listing standards of the NYSE and our Corporate Governance Guidelines. Our Board has determined that each of Messrs. Ramey and Theis and Mses. Yastine and Zlatkus qualify as an audit committee financial expert pursuant to the rules and regulations of the SEC.Chair lMember
Human Capital and Compensation Committee. | | | | | |
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| 22 | AXIS 2024 Proxy Statement |
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| | | | | | The Audit Committee has general responsibility for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit function and independent auditors. The Committee appoints, retains and determines the compensation for our independent auditors, pre-approves the fees and services of the independent auditors and reviews the scope and results of their audit. The Audit Committee has been established in accordance with Rule 10A-3 of the Exchange Act. Each member of the Audit Committee is a non-management director and is independent based on the listing standards of the NYSE and our Corporate Governance Guidelines. Our Board has determined that each of Mr. Ramey and Theis and Ms. Yastine and Zlatkus qualify as an audit committee financial expert pursuant to the rules and regulations of the SEC. |
| | Audit Committee | | | |
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| | Members: Lizabeth Zlatkus (Chair), Thomas Ramey, Axel Theis, Barbara Yastine | | | |
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| | Number of Meetings in 2023: 10 | | | |
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| | | | | | The Human Capital and Compensation Committee recommends compensation for our Chief Executive Officer to the Board, and it approves compensation to certain other executives in light of our established corporate performance goals and reviews and approves overall officer, management and employee compensation policies, incentive compensation plans, equity-based plans and director compensation. In addition, the Human Capital and Compensation Committee has primary oversight of the Company's human capital management efforts, including talent development, DEI, human rights, and employee engagement (as delegated by the Corporate Governance, Nominating and Social Responsibility Committee). Each member of this Committee is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines, including the heightened standards applicable to compensation committee members, and is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. For a description of our processes and procedures for the consideration and determination of executive and director compensation, see “Compensation Discussion and Analysis” and “2023 Director Compensation” later in this proxy statement. |
| | Human Capital and Compensation Committee | | |
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| | Members: Michael Millegan (Chair), W. Marston Becker, Elanor Hardwick | | |
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| | Number of Meetings in 2023: 7 | | |
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| AXIS 2024 Proxy Statement | 23 |
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| | | | | | The Corporate Governance, Nominating and Social Responsibility Committee takes a leadership role in shaping our corporate governance by identifying and recommending qualified director nominees, overseeing the purpose, structure and composition of our Board committees and periodically reviewing our Code of Business Conduct and Corporate Governance Guidelines. The Committee also establishes and oversees our Board and committee evaluation process which occurs annually. Additionally, the Committee oversees our ESG and sustainability initiatives which are considered to be an essential part of our governance and are discussed in further detail in this proxy statement. The Committee delegates oversight of human capital management, a component of the Company's ESG program, to the Company's Human Capital and Compensation Committee. Each member of this Committee is a non-management director and is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines. |
| | Corporate Governance, Nominating and Social Responsibility Committee | | |
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| | Members: Barbara Yastine (Chair), Elanor Hardwick, Thomas Ramey | | |
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| | Number of Meetings in 2023: 5 | | |
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| | | | | | The Finance Committee oversees the investment and treasury functions of the Company, including the investment of funds and financing facilities. Its responsibilities include: approving our investment policies and guidelines, reviewing the performance of the investment portfolio, monitoring the need for additional financing, overseeing compliance with outstanding debt facility covenants and making recommendations to the Board concerning the Company's dividend policy. |
| | Finance Committee | | | |
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| | Members: Anne Melissa Dowling (Chair), Charles Davis, Michael Millegan, Lizabeth Zlatkus | | | |
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| | Number of Meetings in 2023: 4 | | | |
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| | | | | | The Risk Committee assists the Board in its oversight of risks to which the Company is exposed and monitors compliance with our aggregate risk standards and risk appetite. The Risk Committee also reviews compensation practices to determine whether our policies and plans are consistent with the Company’s risk framework and do not encourage excessive risk taking. |
| | Risk Committee | | | |
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| | Members: W. Marston Becker (Chair), Charles Davis, Anne Melissa Dowling, Axel Theis, Stanley Galanski | | | |
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| | Number of Meetings in 2023: 4 | | | |
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| 24 | AXIS 2024 Proxy Statement |
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| | | | | | The Executive Committee may exercise the authority of the Board when a quorum of the Board is not available, except in cases where the action of the entire Board is required by our memorandum of association, our bye-laws or applicable law. |
| | Executive Committee | | | |
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| | Members: Henry Smith (Chair), W. Marston Becker, Charles Davis, Vincent Tizzio, Lizabeth Zlatkus | | | |
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| | Number of Meetings in 2023: 0 | | | |
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Meetings of the Board and it approves compensation to certain other executives in light of our established corporate performance goals and reviews and approves overall officer, management and employee compensation policies, incentive compensation plans, equity-based plans and director compensation. In addition, the Human Capital and Compensation Committee has primary oversight of the Company's human capital management efforts, including DEI, human rights, talent development and employee engagement (as delegated by the Corporate Governance, Nominating and Social Responsibility Committee). Each member of this Committee is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines. For a description of our processes and procedures for the consideration and determination of executive and director compensation, see “Compensation Discussion and Analysis” and “2022 Director Compensation” later in this proxy statement.
Corporate Governance, Nominating and Social Responsibility Committee. The Corporate Governance, Nominating and Social Responsibility Committee takes a leadership role in shaping our corporate governance by identifying and proposing qualified director nominees, overseeing the purpose, structure and composition of our Board committees and periodically reviewing our Code of Business Conduct and Corporate Governance Guidelines. The Committee also establishes and oversees our Board and committee evaluation process which occurs annually. Additionally, the Committee oversees our ESG and sustainability initiatives which are
considered to be an essential part of our governance and are discussed in further detail in this proxy statement. The Committee delegates oversight of human capital management, a component of the Company's ESG program, to the Company's Human Capital and Compensation Committee. Each member of this Committee is a non-management director and is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines.
Finance Committee. The Finance Committee oversees the investment and treasury functions of the Company, including the investment of funds and financing facilities. Its responsibilities include: approving our investment policies and guidelines, reviewing the performance of the investment portfolio, monitoring the need for additional financing, overseeing compliance with outstanding debt facility covenants and making recommendations to the Board concerning the Company's dividend policy.
Risk Committee. The Risk Committee assists the Board in its oversight of risks to which the Company is exposed and monitors compliance with our aggregate risk standards and risk appetite. The Risk Committee also reviews compensation practices to determine whether our policies and plans are consistent with the Company’s risk framework and do not encourage excessive risk taking.
Executive Committee. The Executive Committee may exercise the authority of the Board when a quorum of the Board is not available, except in cases where the action of the entire Board is required by our memorandum of association, our bye-laws or applicable law.
MEETINGS OF THE BOARD AND ITS COMMITTEESCommittees
Pursuant to our Corporate Governance Guidelines, we expect our directors to attend all meetings of our Board, all meetings of all committees of the Board on which they serve and each annual general meeting, absent exigent circumstances. Our Board met ninesix times during the year ended December 31, 2022.2023. No director attended fewerless than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served (during the period that each director served on the Board or such committee(s)). All of our directors then in office attended our 20222023 Annual General Meeting.
MEETINGS OF NON-MANAGEMENT DIRECTORSMeetings of Non-Management Directors
The Board believes that one of the key elements of effective, independent oversight is for the independent directors to meet in executive session on a regular basis without the presence of management. In 2022,2023, the independent directors met in executive session at each of our four regularly scheduled Board meetings. Mr. Smith, our independent Chair, chaired these sessions.
BOARD LEADERSHIP STRUCTUREBoard Leadership Structure
The Board believes that the decision of whether to combine or separate the positions of Chief Executive Officer and Chair varies from company to company and depends upon a company’s particular circumstances at a given point in time. The Board continues to believe that separating the Chief Executive Officer and Chair positions is the appropriate leadership structure for our company and is in the best interests of our shareholders. Mr. Tizzio serves as our President and Chief Executive Officer, and Mr. Smith serves as our Chair of the Board, while Mr. Benchimol serves as our Chief Executive Officer and President.Board. Mr. Smith represents the Board in communications with shareholders, provides input on the design of the Board and plays an active role in presenting risk matters to the Board for consideration. Mr. Smith, as Chair, acts independently of our Chief Executive Officer. Our Board believes that this structure best encourages the free and open dialogue of alternative views, and provides for strong checks and balances.balances and brings continuity of leadership in light of our leadership transition in 2023. Additionally, the Chair’s attention to Board and committee matters allows Mr. BenchimolTizzio to focus more specifically on overseeing the Company’s day-to-day operations and underwriting activities as well as strategic opportunities and planning.
Under the Company's Corporate Governance Guidelines, the Company is not required to have a "Lead Independent Director" because Mr. Smith qualifies as an independent chair.
HUMAN CAPITAL AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONHuman Capital and Compensation Committee Interlocks and Insider Participation
During fiscal year 2022, Messrs. Smith,2023, Mr. Becker, MilleganMr. Millegan and Ramey and Mses.Ms. Hardwick and Zlatkus served on our Human Capital and Compensation Committee. None of our Human Capital and Compensation Committee members have served or serve as an officer or employee of the Company. In addition, during fiscal year 2022,2023, none of our executive officers served on the board of directors
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| AXIS 2024 Proxy Statement | 25 |
or compensation committee (or its equivalent) of another entity at any time during which an executive officer of such other entity served on our Board or Human Capital and Compensation Committee. Effective December 31, 2022, Messrs. Smith and Ramey and Ms. Zlatkus resigned as members of the Human Capital and Compensation Committee in connection with a broader effort to streamline committee membership.
CONSIDERATION OF DIRECTOR NOMINEESConsideration of Director Nominees
The Corporate Governance, Nominating and Social Responsibility Committee will consider candidates recommended by shareholders to be nominated to our Board for election at the Annual General Meeting. A shareholder who wishes to submit a candidate for consideration must be a shareholder of record at the time that such shareholder submits a candidate for nomination and must be entitled to vote for the candidate at the meeting. For a shareholder nominee to be considered for inclusion in the Company's proxy materials, our Corporate Secretary must receive the written proposal no later than 120 days prior to the anniversary of the date the Company released the proxy materials for the prior year's annual general meeting; provided, that, if the date of the annual general
meeting is moved more than 30 days before or after the anniversary date of the annual general meeting for the prior year, the deadline will instead be a reasonable time before we begin to print and mail our proxy materials. The notice must include:
•the name, age and business and residence addresses of the candidate;
•the principal occupation or employment of the candidate;
•the number of common shares or other securities of the Company beneficially owned by the candidate;
•all other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and
•the candidate’s written consent to be named in the proxy statement and to serve as a director if elected.
The notice also must include information on the shareholder submitting the nomination, including the shareholder’s name and address as it appears on our share register and the number of our common shares beneficially owned by the shareholder.
COMMUNICATIONS WITH BOARD OF DIRECTORSCommunications with Board of Directors
Shareholders and other interested parties may send communications to our Board by sending written notice to our Corporate Secretary at our headquarters at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda. The notice may specify whether the communication is directed to the entire Board, to the non-management directors or to a particular Board committee or other director. Our Corporate Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if the Corporate Secretary so determines, will forward the communication to our Chair of the Board, to the non-management directors or to the appropriate committee chair or director. At each meeting of our Board, our Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors upon request.
BOARD OVERSIGHT OF RISK AND RISK MANAGEMENTBoard Oversight and Risk Management
With assistance from the Risk Committee of the Board of Directors, the Board oversees the integrity and effectiveness of our enterprise risk management ("ERM") framework and ensures that our risk assumption and risk mitigation activities are consistent with that framework. The Risk Committee reviews, challenges, approves and monitors our overall risk strategy related to short-, medium- and long-term risks, including our risk appetite and key risk limits and receives regular reports from the Group Risk Management function to ensure any significant risk issues are being addressed by management. Further, the Risk Committee reviews, with management and Internal Audit, the Company’s general policies and procedures and ensures that effective systems of risk management and controls are established, maintained and aligned with disclosure processes. Among its other responsibilities, the Risk Committee also reviews and approves the Company's annual Own Risk and Solvency Assessment reports and reviews emerging risks and regular reports from the Emerging Risk Working Group. The Risk Committee assesses the independence and objectivity of our Group Risk Management function, approves its terms of reference and reviews its ongoing activities.
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| 26 | AXIS 2024 Proxy Statement |
The risk oversight responsibility of our Board of Directors and its committees, including the Risk Committee, is supported by our management-led Risk Management Committee (the "RMC"). In addition to the RMC, there is an established framework of separate yet complementary management committees and subcommittees, each focusing on a different aspect of our ERM. For more information on our management committees and framework, refer to "Risk and Capital Management" in our Annual Report on Form 10-K for the year ended December 31, 2022.2023.
Risks to the Company are assessed on an ongoing basis, with input from external sources including our reinsurance counterparties, our brokers and external auditors and from specialist advisors, for example in relation to reserve risk, internal model validation.
Following a recommendation by the Chief Executive Officer, the Risk Committee also conducts a review and provides a recommendation to the Board of Directors regarding the appointment and/or removal of the Chief Risk Officer. The Risk Committee meets with the Chief Risk Officer in executive sessions on a regular basis.
The Finance Committee of the Board of Directors oversees the Company’s investment of funds and adequacy of financing facilities. This includes approval of our strategic asset allocation ranges. The Audit Committee of the Board of Directors, which is supported by Internal Audit, is responsible for overseeing internal controls and compliance procedures, and also reviews our policies regarding risk assessment and risk management with management and the Chair of the Risk Committee.
Climate Change Risk.
Our Risk Committee oversees the risks and opportunities related to the Company's climate change exposure and initiatives and receives biannual reports relating to climate change as part of its standing agendas.
Information Security Risk.
With over 30 years of industry cybersecurity experience, the Company’s Chief Information Security Officer ("CISO") is the member of the Company’s management team with primary responsibility for the development, operation, and maintenance of the Company’s information security program. The CISO supervises the Company’s cybersecurity team, facilitates the incident response plan and acts as the liaison to the Company’s executive management team, including relaying strategies, resource requests and incident updates.
The Board, along with the Risk and Audit Committees of the Board, oversees our information security program. In 2022,2023, our Board and Risk and Audit Committees received periodic updates throughout the year on cybersecurity matters, and these updates are part of their standing agendas. These updates include reports regarding items such as cybersecurity strategies, program effectiveness, key risks and performance metrics related to the Company’s information security program and the Company’s mitigating controls.
Compensation Risk.
For information regarding compensation-related risks, see "Compensation Discussion and Analysis – Risk Management and Compensation."
CODE OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINESCode of Business Conduct and Corporate Governance Guidelines
Our Corporate Governance Guidelines, along with our Code of Business Conduct and the charters of each of the committees of our Board, provide a framework for the corporate governance of the Company addressing matters such as director qualification standards, director responsibilities and duties and compensation of our directors. Our Corporate Governance Guidelines and our Code of Business Conduct apply to all of our directors, officers and employees,teammates, including our President and Chief Executive Officer, and President, Chief Financial Officer and Global Corporate Controller, and are available on our website at www.axiscapital.com.www.axiscapital.com. We intend to disclose on our website any required amendment to, or waiver of, a provision of the Code of Business Conduct that applies to our President and Chief Executive Officer, and President, our Chief Financial Officer or our Global
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| AXIS 2024 Proxy Statement | 27 |
Corporate Controller. In addition, waivers of the Code of Business Conduct for our directors and executive officers may be made only by our Board or the Corporate Governance, Nominating and Social Responsibility Committee and will be promptly disclosed to shareholders on our website in accordance with the listing standards of the NYSE. All directors, officers and employeesteammates are required to certify their compliance with our Code of Business Conduct and Corporate Governance Guidelines annually.
CORPORATE CITIZENSHIPCorporate Citizenship & SUSTAINABILITYSustainability
Our corporate citizenship program identifies, assesses and manages on an ongoing basis the environmental, social and governance, or ESG factors that are relevant to our long-term financial performance. We take into account the input of core stakeholders, including our colleagues, our shareholders, our clients and our communities, and consider material ESG factors in our strategic planning and risk oversight process. We are committed to enhancing our sustainability practices through our corporate citizenship program. To that end, strategic enterprise goals for 20222023 included increasing diverse representation in senior leadership (globally by gender and in the U.S. by race and ethnicity) and, advancing ESG initiatives by progressing ESG controls, integration disclosure and dialogue.disclosure. At the end of 2022,2023, management's performance in advancing this citizenship initiative was considered by the Human Capital and Compensation Committee when determining achievement for the full company under the non-financial portion of our annual incentive plan.
In 2022,2023, we continued to take steps to improve our transparency and accountability on corporate citizenship matters. AXIS published its inauguralsecond Task Force on Climate-Related Financial Disclosures report, and third annual report aligned with the Sustainable Accounting Standards Board.Board and, for the first time, the data used to inform our Bloomberg Gender-Equality Index submission, which we have submitted directly to the organization since 2021. In addition, we continued to publish our annual disclosures as signatories of the United Nations Global Compact and the Principles for Sustainable Insurance, both of which we adopted in 2020. In 2023, we also decided to start a double materiality assessment as per the E.U.'s Corporate Sustainability Reporting Directive. We are proud that our citizenship initiatives earned us, among others, the Insurance InsiderInside P&C Honors 2022,2023, ESG Initiative of the Year award for enhancing our climate initiatives and our fossil fuel policy, recognition asgreenhouse gas reduction goals, Achievers 50 Most Engaged Workplaces for the second year in a 3+ Company - 50/50 Women on Boards with three or more women on our Board of Directorsrow and the Forbes 20222023 America's Best Midsize Employers award.
Our program focuses on two strategic pillars: the environment (which includes environmental sustainability and climate-risk mitigation)climate change factors) and DEI. Further, AXIS took steps in 2022continued to further alignfocus our philanthropic giving toon both climate and DEI. For example, we focused our global giving on causes that support underserved communities and added two new global giving partners that focus on the environment.
Select initiatives in each of these areas are discussed below.
Our Planet: Environment
We recognize that climate-related risks are among the most serious issues facing the world today. To help manage | | | | | | | | | | | | | | |
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| | Our Planet: Environment We recognize that climate-related risks are among the most serious issues facing the world today. We believe that the insurance industry has an important role to play in mitigating these risks and enabling the transition to a low-carbon economy. In an effort to do so, we continue to monitor, assess and mitigate the environmental impact of our business, exposures and operations. | |
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Our Business
At AXIS, we are here to help customers navigate dynamic risks. As such, we are here to help our customers manage climate-related risks as we focus on mitigating the environmental impact of our own business exposures and operations.
Our Business – At AXIS, we believe that the insurance industry has an important role to play in mitigating climate risk and enabling the transition to a low-carbon economy.
•Underwriting and productproduct.. AXIS continues to support the development of renewable energies and the transition to a low-carbon economy by offering comprehensive coverage and protection for renewable energy projects worldwide. We actively consider both climate-related risks and opportunities in our business across a range of areas and consider climate in how we underwrite, what we underwrite and what incentives we provide. In 2023, AXIS secured in-principle approval from Lloyd's to establish a new syndicate dedicated to providing capacity for new energy projects that have a critical role in supporting the transition to net zero and building a more resilient, economically sustainable world. Through Energy Resilience Syndicate
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| 28 | AXIS 2024 Proxy Statement |
2050, AXIS will be proud to provide a single access point to specialist insurance solutions for cross-class risks over the lifecycle of projects and activities associated with replacing or displacing fossil fuels through lower-carbon alternatives and supporting energy resilience during the transition phase.
•InvestmentInvestment.. AXIS has integratedcontinues to integrate ESG considerations, including environmental factors, into its investment due diligence process. In accordance with our ESG Investment Policy Statement, adopted in 2022, AXIS integrates ESG metrics, including compliance with AXIS' Fossil Fuel Policy, into its investment evaluation as part of AXIS' manager scorecard process.
•AXIS Digital Ventures. AXIS Digital Ventures, an AXIS business unit that makes strategic investments in InsurTech companies, served as a lead investor in the latest capital raise of FutureProof Technologies, a provider of innovative climate risk underwriting solutions.
Our Operations –
AXIS considers the environmental impact of our business and exposures as well as our operations, andoperations.
•GHG Emissions. In 2023, we continueannounced our commitment to track our GHG emissions. We completed a comprehensive assessmentscience-based aligned target of our 2020 and 2021 greenhouse gas emissions which we used to inform our GHG50% absolute reduction goals related toof Scope 1 and Scope 2 emissions. In addition,GHG emissions across our global operations by 2030, using a 2019 baseline. We continue to actively track and report our GHG emissions and have begun executing our plan to reduce our emissions and we signedcurrently are on target to achieve our goals.
•Supply Chain. AXIS continues to be a signatory of the Global Supply Chain Pledge launched by the Insurance Task Force of the Sustainable Markets Initiative to advance sustainable action in our supply chain. As a first step to address this pledge. AXIS launched a working group tasked with developing and implementing a global sustainable supply chain approach for the Company.
Our Voice–
We are committed to using our voice to advocate on climate issues and are proud and active participants in industry-wide initiatives. Examples include:
•Sustainable Markets InitiativeInitiative.. AXIS continued its membership in the Sustainable Products and Services Workstream of the Sustainable Markets Initiative Insurance Task Force, convened by HRH the former Prince of Wales and chaired by Lloyd's.
•The Geneva AssociationAssociation.. AXIS continued its membership in The Geneva Association, the international think tank of the insurance industry. We actively participated in the Climate Change & Environment Working Group and have nominated AXIS representatives to the Geneva Association's committee on derisking and investing in new technologies to assist the industry's transition to net zero.
•University of Illinois – Gies College of BusinessBusiness.. AXIS renewed its partnership with leading researchers and students at the University of Illinois and pledged to contribute $1 million over the course of four years.Illinois. In addition, we sponsored scholarships for students interested in the (re)insurance industry and2023, AXIS funded four climate-related academic research projects and six faculty membersscholars through the Office of Risk Management & Insurance Research who address a variety of topics, including climate.
•Thought leadership opportunities on sustainabilitysustainability. . AXIS participated in thought leadership opportunities on sustainability, such as the National African American Insurance Association's annual kickoff event on insurers' role in building a sustainable future. We also periodically publishpublishes thought leadership on renewable energy topics through our social media accounts.accounts and on our website. 2023 topics included the changing global risk landscape faced by the renewable energy sector, offshore wind, technological advancements and wind turbine service agreements.
•Early Careers Program. As part of our Early Careers Program to build early career talent, AXIS provided funding for a 2022 internship at the Bermuda Institute of Ocean Sciences, a Bermuda-based research and educational organization focused on marine and atmospheric sciences.
Our Philanthropy–
At AXIS, continueswe strive to support environmental causes.
•In 2022,2023, AXIS added two newrenewed its Global Giving Partners to expand our climate outreach:Partnership with Adara, the World Wildlife Fund and the Ocean Conservancy. In addition, we allocated 75%approximately 70% of local philanthropic funding to AXIS' ESG priority areas of climate and DEI.
•AXIS established the Michael A. Butt Fundwas recognized as a 2023 U.S. Insurance Award recipient for Business & Society at INSEAD, the global business school, with a $250,000 endowment. Established in honorCommunity Outreach Project of the late Chair ofYear (Pro Bono and Volunteer) for our Adara Bridging Worlds Challenge.
•AXIS partnered with the Board, Michael Butt, theWorld Wildlife Fund will support the research and work of the Hoffmann Global InstituteSolar Buddy and hosted events to build solar-powered lights for Business and Society and its aspiration to make INSEAD a sustainable school.communities in developing countries.
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| AXIS 2024 Proxy Statement | 29 |
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| | Our People: Diversity, Equity and Inclusion Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, which is why Diversity, Equity and Inclusion ("DEI") is a key pillar of our Corporate Citizenship program. By actively embracing a variety of perspectives, experiences and backgrounds and ensuring equal treatment for all, we strive to make AXIS a more rewarding place to work and a Company that continues to attract and retain talent. | |
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Our People: Diversity, Equity and InclusionApproach
Our commitment to DEI is a key pillar of our corporate citizenship program. We aim to create a culture of inclusion that is grounded in the strength andbrings diversity of our employees. By actively embracing a varietyexperience, thought and perspective to bear in solving business problems and meeting the growing expectations of perspectives, experiences and backgrounds and ensuring equal treatment for all, we striveclients seeking to make AXIS a more rewarding placedo business with partners who share their commitment to work.
Our Approach –diversity. AXIS continues to scale up ourprogress its DEI efforts through a formalized approach.
•Internal Education and AwarenessAwareness. . AXIS hostedcontinues to host a variety of DEI educational initiatives, throughout the year, including promotional videos, social media posts, philanthropy campaigns and learning experiences to promote awareness, such asawareness. We ask our employees to participate in our unconscious bias trainingeducation during new hire onboarding and the launch ofwe sponsor a mental healthglobal forum every year on a topic selected by our DEI Council and wellness series. We also launched new internal sites highlighting our Ethnically Diverse Group of Employees (EDGE) and Women's Employee Resource Groups (ERGs) to build internal awareness and highlight our culture externally. (ERGS). 2023 highlights are as follows:
–Collectively, our five ERGs, (AXIS Pride, EDGE,Ethnically Diverse Group of Employees ("EDGE"), Parents and Caregivers, Veterans and Women) hosted over 2015 events in 2022 offering education, networking2023 ranging from domestic abuse awareness and career development topics. Our annual DEI Forum on allyship featured an external insurance professional who moderatedtraining, actions to address xenophobia, celebrating Black History Month with a discussion with representatives from our five ERGsrenowned U.K. scholar and was attended by nearly half of our workforce.more.
•Recruitment and Mobility. AXISOur Talent Acquisition team continues to enhance and update its inclusive hiring best practices across AXIS. We prioritize havingdiverse interview slates, identify internalas well as identifying career mobility opportunities for existing staff, establish relationshipsstaff. To reach talent in underrepresented communities we work with relevant universities and organization,professional organizations and participate in apprenticeshippartner with diverse internship programs. We continued to encourage employee advocacy on diverse recruitment with our Talent Acquisition team's completion of a recruiter certification programalso offer resources focused on finding diverse pools of candidates and developing pipelineseliminating bias during the selection process for underrepresented groups. We strive to include diverse talent in each of our candidate slates.hiring managers. 2023 highlights are as follows:
–Launched Career Spotlights, a monthly event featuring three hiring managers who will spotlight their open roles to increase internal mobility within AXIS.
•Career DevelopmentDevelopment.. AXIS providesis committed to the development and retention of our people. We provide a variety of resources to help colleagues, in their careers such as access to AXIS Academy, our learning and development hub and financing professional development opportunities, early careersopportunities. We provide a menu of development programs and mentoring events. We distributed a toolkit of career and leadership development options for managers to provide during recent talent reviews. This toolkit included resources specificallyidentify opportunities to build an internal pipeline of talent. These include targeted at genderprograms to develop women and ethnically diverse employees and resulted in 53% diverse participation. We offer development programming for colleagues worldwide, suchteammates. 2023 highlights are as leadership coaching programs and interview guides, materials and kits. In addition, our DEI Council sponsored its second annual Mentor Event with over 120 participants.follows:
•Tools and MeasurementMeasurement. . InUnderstanding our progress is an effort to foster transparency and improveimportant aspect of our efforts,program, which is why we have invested in tools to establish, report and benchmark progress against our DEI goals. We continue to measure diverse hiring, turnover, promotions, succession planning and candidate slates monthly and the gender pay gap annually. To continue
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| 30 | AXIS 2024 Proxy Statement |
holding ourselves accountable we have set goalsand in an effort to increase gender diversity within our organization.
•Our VoiceVoice.. AXIS continues to raise awareness and promote DEI issues, policies and initiatives to drive change across the insurance industry. 20222023 highlights are set forth below.as follows:
–AXIS signedreceived the Armed Forces Covenant Employer Recognition Scheme Bronze Award.
–AXIS continued its partnership with the Center for Disability & Inclusion pledge, an organization focused on advancing inclusion in the workplace.
–AXIS continued to be a signatory of the CEO Action for Diversity & Inclusion pledge, reflecting our commitment to fostering a culture of inclusion.
–AXIS was proud to be a Gold sponsor ofsponsored the 2023 Bermuda Pride Walk that was organized by OUTBermuda, an organization that promotes and supports the well-being of the LGBTQ community in an effort to promote inclusivity in Bermuda and at AXIS.Bermuda.
–AXIS continuescontinued to support Dive In, the insurance industry's festival for DEI. In 2022,Further, AXIS was a GoldGlobal Festival Partner for Dive Inthe third year in a row and had two colleagues participating as panelists at the Festival.country lead for Ireland.
–AXIS was also proud to supportsupported its colleagues as they continued leadership positions in a variety of industry organizations dedicated to advancing DEI, such as Insider Progress, the National African American Insurance Association, the Association of Professional Insurance Women and the WSIAWholesale & Specialty Insurance IndustryAssociation (WSIA) Diversity Foundation.
–AXIS sponsored a team that placed 2nd out of 14 atpartnered with St. John's University in the National African American Insurance Association Talent Competition with St. John's University.for the third year.
–AXIS was awarded Insurance Business America's 5-Star DEI Award for the second year in a row.
–AXIS was included in the Bloomberg Gender Equality Index (GEI) for the third year in a row.
Additionally, in our 2022 philanthropy, we supported our global partners, International Medical Corps and Doctors Without Borders, each of whose dedicated staff is on the ground in Ukraine working to provide emergency relief and medical care. In addition, AXIS Parents and Caregivers ERG created a matching drive for Ukraine relief which raised over $30,000 from employee giving, AXIS' matching gift program and additional AXIS funding. In 2022, we also launched a Global Giving tool to make volunteering and giving easier for our AXIS community. Since its launch in May 2022, AXIS has matched over $100,000 of employee donations.
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22AXIS 2024 Proxy Statement | CORPORATE GOVERNANCE31 |
Governance
We consider material ESG factors in our strategic planning and risk oversight process. Our governance includes Board of Director oversight, extensive management Executive Committee oversightof senior executives and collaboration across the enterprise with staff-driven teams and committees. A summary of our governance structure is below and more detailed information follows.
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| Functional teams: | | | Board Committees | | | | Management Functions/Committees | | | | Sub-Committees and Working Groups | |
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Board of Directors (CEO is ultimately accountable for the company's ESG strategy) |
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Corporate Governance, Nominating and Social Responsibility Committee Formulates and oversees the Company's corporate citizenship and ESG strategy, objectives and formal ESG reporting | | Human Capital and Compensation Committee Oversees human capital management, including diversity, equity and inclusion (DEI), talent development and teammate engagement | | Risk Committee Oversees risks and opportunities related to the company's climate change exposure and reviews and approves the Company's Enterprise Risk Management (ERM) framework |
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| Executive Committee and Senior Leaders |
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Chief Investment Officer is responsible for developing the Company’s investment risks, including in relation to climate change | | | Chief Administrative and Legal Officer is Corporate Citizenship program sponsor and has management responsibility for ESG initiatives ESG Director is responsible for the implementation of our ESG initiatives Chief People Officer oversees human capital management | | | Chief Risk Officer leads our Group risk function, oversight and implementation of the Group’s ERM framework and climate-focused committees | | | Chief Underwriting Officer leads our underwriting office, which includes consideration of climate exposure management |
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Investment and Finance Committee oversees the Group’s investment activities, including receiving quarterly reports on the portfolio’s compliance with ESG restrictions and the fixed income portfolio’s aggregate ESG rating | | | Corporate Citizenship Committee Committee Chair dedicated lead, pillar leads oversee priority areas | | | Risk Management Committee Chief Risk Officer chairs Risk Management Committee and leads the ERM framework and climate pillar of Corporate Citizenship Committee | | | Exposure Management Including the Exposure Management Center of Excellence (EMCE) owns, manages and embeds the Company’s view of risk |
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| | Climate Change Working Group | | |
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| | Diversity, Equity and Inclusion Council | | | Emerging Risk Working Group | | | | |
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| | Global and Local Philanthropy Committees | | | Natural Catastrophe Committee |
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| 32 | AXIS 2024 Proxy Statement |
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| Corporate Governance |
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CORPORATE GOVERNANCE | 23 |
Overview
Board of Directors oversightoversight.. Our Board of Directors oversees corporate citizenship matters, including DEI, climate change strategy and climate-related risks and opportunities. Three Board committees assist the Board with corporate citizenship matters:
•Corporate Governance, Nominating and Social Responsibility CommitteeCommittee. . Reviews AXIS’ corporate citizenship and ESG strategy, objectives, and formal ESG reporting and delegates oversightpolicies in specific areas such as environmental management. Oversight of human capital management matters is delegated to the Human Capital and Compensation Committee.
•Human Capital and Compensation CommitteeCommittee. . Responsible for overseeingOversees human capital management, including DEI and inclusion, talent development, DEI, human rights and employeeteam member engagement, with such authority delegated by the Corporate Governance, Nominating and Social Responsibility Committee.
•Risk CommitteeCommittee.. Oversees the risks and opportunities related to the Company’s climate change exposure and initiatives and receives biannual reports relating to climate change as part of its standing agenda. Reviews and approves the Company’s Enterprise Risk Management ("ERM") framework, including policies and limits to address risks - such as climate risk - facing the Company.
Management Executive Committee oversightand Senior Leadership oversight. .Our management Executive Committee, which is comprised of our CEOexecutive committee and other senior executives, isleaders are responsible for ensuring that our ESGcorporate citizenship initiatives and activities are consistent with our culture, values and business objectives.
•Executive CommitteeChief Administrative and Legal Officer. . With oversight from our CEO, our General Counsel isOur Chief Administrative and Legal Officer serves as the Executive Committee sponsor of our Corporate Citizenship program and is responsible for implementation of the program and the Company’s ESG activities.
•Chief People Officer. Our Chief People Officer oversees our human capital management and is responsible for the development, maintenance and championing of AXIS' DEI strategies.
•Chief Risk Officer. Our Chief Risk Officer leads our Group Risk function and is responsible for oversight and implementation of the Group's ERM framework, including risks relating to climate change. Our Chief Risk Officer chairs the Risk Management Committee and reports to the Board and Risk Committee on climate risk. The Chief Risk Officer leads the Climate Change Working Group and the Emerging Risk Working Group.
•Chief Investment Officer. Our Chief Investment Officer is responsible for developing the Company's investment policies and guidelines, monitoring compliance with those guidelines and overseeing the Company's investment risks, including in relation to climate change. In addition, along with our Risk and Investments team, our Chief Investment Officer oversees compliance with our Environmental, Social and Governance Investment Policy Statement.
•Chief Underwriting Officer. Our Chief Underwriting Officer has management responsibility for executing the Group's global underwriting strategy in line with the enterprise portfolio goals, including oversight of exposure management, reserving and consideration of climate risk within the portfolio. Our Chief Underwriting Officer is also responsible for ESG underwriting criteria, in partnership with our business unit CEOs.
Employee-ledTeammate-led committees. Our senior leaders are supported by the following committees, management working groups and teams that are actively involved in citizenship program areas.
•.Corporate Citizenship Committee. Day-to-day management of our corporate citizenship program is handled by our Corporate Citizenship Committee, a cross-functional and global committee tasked with overall strategy, policies and governance, and our Risk Management Committee, the committee that leads the ERM framework and the climate pillar of
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| AXIS 2024 Proxy Statement | 33 |
our corporate citizenshipCorporate Citizenship program. Dedicated pillar leads for climate, DEI and philanthropy oversee relevant staff working groups:
–Risk Management Committee.The Executive Committee has delegated some authority to the executive level Risk Management Committee ("RMC"), which consists of the Chief Executive Officer, Chief Financial Officer, Chief Underwriting Officer, AXIS Re CEO, Chief Risk Officer (Chair), Chief Information Officer, Chief People Officer, and Chief Administrative and Legal Officer. The RMC convenes quarterly and oversees the integrity and effectiveness of the Company's ERM framework and ensures that the firm's risk assumption and risk mitigation activities are consistent with that framework.
•–Exposure Management.The Exposure Management team, including the Exposure Management Centre of Excellence (EMCE) advises on the exposure to risk, including climate risk. They own, manage and embed the Company's view of risk.
–Climate Change Working Group.Group. Our Climate Change Working Group, chaired by our Chief Risk Officer, met regularly during the year, focusing specifically on climate-related risks. The Climate Change Working Group shares information concerning climate-related risks and opportunities with other internal committees and working groups, such as the Emerging Risk Working Group. The Climate Change Working Group is comprised of senior representatives across the business, including representatives from Finance, Risk, Insurance, Reinsurance, Legal and Communications.
•–Natural Catastrophe Committee. The Natural Catastrophe Committee oversees the firm's natural catastrophe risk management framework, including the validation of modeling and accumulation practices.
–Investment and Finance Committee. The Investment and Finance Committee, chaired by our Chief Investment Officer, receives quarterly reports on the investment grade fixed income portfolio's aggregate ESG rating and compliance with ESG restrictions. The committee also receives an annual report on relevant asset manager scorecards with ESG specific scores.
–DEI Council.Council. Our DEI Council met regularly during the year. The Council is designed to encourage employeesteammates with diverse perspectives and backgrounds to share their thoughts, ideas and recommendations. The Council is supported by an ancillary group of DEI Advocates who actively engage and promote the work of the Council.
•–Philanthropy.Philanthropy. Our global philanthropy committee, which consists of employeesteammates world-wide, met regularly during the year to discuss the Company's global philanthropy initiatives. In addition to the global philanthropy committee, local employee-led philanthropy committees met regularly and organized volunteering events and contributed to local organizations.
–Enterprise Functional Teams. At AXIS, the following teams work across the enterprise to execute on our Corporate Citizenship strategy and report progress to senior management through the (i) Corporate Citizenship Committee, (ii) Risk Management Committee, (iii) Investment and Finance Committee and (iv) Exposure Management.
HUMAN CAPITAL MANAGEMENTFinancial Reporting
Vendor Management
Facilities
Investments
Underwriting
Legal and Compliance
Marketing and Communications
Human Resources
Risk Management
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| 34 | AXIS 2024 Proxy Statement |
Human Capital Management
AXIS Capital’s mission is not only to deliver strong financial results, but also to help our clients, brokers and partners navigate the challenges of a volatile world. We believe our employeesteammates distinguish us from our competitors and are critical to our success as a specialty underwriter that leads with purpose. Our workforce’s strength is grounded in our One AXIS culture, which celebrates collaboration, diversity and integrity, as well as relentless execution and continuous learning, adapting and improving. We recognize that our strength lies in our people, and therefore, one of our core strategies is to invest in and support our employees.
Health, Safety and Wellness
We are committed toemployees, including in the health, safety and wellnessfollowing areas of our workforce and offer our employees a variety of tools to support their physical, emotional and financial well-being. Examples include access to mental health resources, back-up child and elder care and on-demand fertility, maternity, postpartum and return-to-work assistance. During the COVID-19 pandemic, our successful transition to remote work led us to adopt our current Flex for Your Day policy. Flex for Your Day is a hybrid work model that is designed to provide our employees with flexible working schedules that work best for them and their teams. We strive to be an employer of choice and we expect this approach will help us recruit and retain talent.
Diversity, Equity and Inclusion
We see diversity, equity and inclusion as a strategic imperative that is core to our business and our culture. See "Corporate Citizenship & Sustainability – Our People: Diversity, Equity and Inclusion" for a discussion of our 2022 DEI initiatives.
Talent Development
At AXIS, investing in our people is a top priority. We provide our employeesteammates with a variety of professional development resources to help them achieve their career goals. Some of our 20222023 initiatives in furtherance of this goal are described below:
•Career Mobility Within the Organization. In 2022, 18%2023, 19% of our employeesteammates progressed in their AXIS careers either through a promotion, transfer or role expansion.
•AXIS Academy.Learning at AXIS. We provide our employees access to AXIS Academy, which serves as our online learning and development hub andthat reflects our commitment to continuing education. AXIS Academy includesWe offer over 9,4009,800 online training courses.
•Professional Development.We offer financial assistance for external professional development opportunities and tuition reimbursement for certain part-time business-related degree programs. Additionally, as noted above, we distributed a toolkit of career and leadership development options to managers to provide during recent talent reviews.
•Early Careers Program. Our Early Careers Program aims to build a strong pipeline of early career talent through our internship and development programs. As discussed in "Corporate Citizenship & Sustainability," we provided funding for a 2022 internship at the Bermuda Institute of Ocean Sciences.
•Career Planning. AXIS Careers. We created AXIS Careers to ensureensures our people feel empowered to "own their careers."careers" and upskill to prepare for future roles. AXIS Careers offers employeesteammates a comprehensive suite of professional development tools, resources and training modules to help navigate career experiences and upskilling across our global organization. This includes leadership development, mentoring programs and job secondments, shadows and swaps. In 2022,2023, AXIS employeesteammates completed over 13,50011,000 on-demand or instructor-led virtual learning and development courses throughcourses.
Health, Safety and Wellness
We are committed to the health, safety and wellness of our workforce and offer our teammates a variety of tools to support their physical, emotional and financial well-being. Examples include access to mental health resources, back-up child and elder care and on-demand fertility, maternity, postpartum and return-to-work assistance. We offer a hybrid working model that provides flexibility to our teammates and encourages using our offices as a tool by being intentional about the time we spend in person. We strive to be an employer of choice and we expect this approach will help us recruit and retain talent.
Diversity, Equity and Inclusion
Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, Academywhich is why diversity, equity and AXIS Careers.inclusion ("DEI") is a key pillar of our Corporate Citizenship program. See "Corporate Citizenship & Sustainability – Our People: Diversity, Equity and Inclusion" for a discussion of our 2023 DEI initiatives.
EmployeeTeammate Engagement
We understand that employee engagement leads to a more satisfying and fulfilling workplace and motivates employeesteammates to do their best work. Our employee engagement initiatives include: (i) AXIS Applause (ourour global recognition program, to recognizeAXIS Applause, which recognizes the contributions of other AXIS memberscolleagues and drivedrives strong employee performance),performance, (ii) community building events for AXIS employeesteammates and their families and (iii) our employee-ledteammate-led charitable giving program which helps our employeesteammates give back to their communities. In addition, to provide an open and frequent line of communication between senior management and our employees,teammates, we host all-employeeCompany-wide calls led by our CEO on a monthly basis and we encourage our people managers to periodically check in with their employees.
Each year we periodically conduct two enterprise-wide engagement surveys to better understand and improve the employeeteammate experience and identify opportunities to strengthen our culture. These surveys are conducted once in the spring and a second in the fall. Managers and teams reflect on the survey results and develop enterprise-wide and local action plans to address areas identified for growth.progress. In 2022, on average 80%2023, approximately 86% of employees participated in our biannual employee surveys.the engagement survey. We are proud to have maintained strong survey engagement and scores in a year of organizational change.
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| AXIS 2024 Proxy Statement | 35 |
Leadership Transition
Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer and as a director. Since assuming the position, Mr. Tizzio has made progress in executing the Company's strategic imperatives, improving key operating and underlying financial metrics in 2023. We believe Mr. Tizzio has taken our strategy to the next level, and leading by example, he has set clear expectations for the fast execution of that strategy.
As planned, upon Mr. Tizzio's succession to President and Chief Executive Officer, Albert Benchimol assumed a new role as a strategic advisor through December 31, 2023 and then departed the Company.
For more information regarding compensation matters related to AXIS' leadership transition, see "Compensation Discussion and Analysis."
Executive Compensation
Key compensation actions for 2023 included aligning pay and performance by:
•Rewarding outstanding underlying financial results and progress on our strategic business goals by paying the CEO and Named Executive Officers' annual incentive at a range of 90 to 120% of target.
•Paying no amount for the 2021 performance based restricted stock units, due to our relative total shareholder return for the past three-year period lagging behind our peers.
•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."
Corporate Governance Highlights
Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:
•Regular shareholder engagement
•Annual Board and committee self-evaluations
•Majority independent Board and fully independent Audit, Human Capital and Compensation, and BenefitsCorporate Governance, Nominating and Social Responsibility Committees
To attract and retain our industry’s top talent, we offer employees a total rewards program that is designed to incentivize exceptional performance. Our compensation packages align with our pay-for-performance philosophy and are assessed on an annual basis through year-end performance reviews. Our packages are also regularly benchmarked against similarly-sized specialty insurance, reinsurance and financial services companies. Compensation components include market competitive salaries and short-term annual incentive programs (i.e., bonus payments) and, for senior level employees, long-term incentives such as equity grants. Our comprehensive benefits packages include paid time off, health and welfare plans for employees and their families, flexible spending accounts, retirement savings plans with employer contributions and work-life benefits, including parental leave policies, flexible work arrangements for eligible employees and charitable matching programs. | | | | | |
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| 4 | AXIS 2024 Proxy Statement |
At AXIS, we are committed to fair pay and delivering equal pay for equal work regardless of gender, race or other personal characteristics. In supportNone of our commitmentdirectors serve on the board of directors of more than three other publicly-held corporations
•Majority vote standard for election of directors
•No stockholder rights plan (“poison pill”)
•Shareholders holding 10% or more of our outstanding stock have the right to equal pay practices, we conduct regular gender pay equity auditscall a special meeting
Shareholder Engagement and take actionResponsiveness to address any areas of concern. 2023 Say on Pay Vote
In addition as discussed in "Corporate Citizenship & Sustainability,"to our regular investor relations efforts, we have published the results of our global gender pay equity audits in connection with our participation in the Bloomberg Gender Equality Index.
Succession Planning
We have a robust talentshareholder outreach program. Shareholder feedback is shared with the Board and succession planning process. On an annual basis, management conducts a talenthelps to inform enhancements to our executive compensation, governance and succession plan for each membercorporate citizenship practices.
In 2023 we reached out to shareholders representing over 60% of our Executiveoutstanding common shares. In the spring, we held meetings with holders representing approximately 29% of our outstanding shares and in the fall, we held meetings with holders representing approximately 21% of our outstanding shares. Michael Millegan, our Human Capital and Compensation Committee Chair, and their direct reports, focusing on high performing and high potential talent, diverse talent and the succession plan for each position. On an annual basis, our Board receives aChair, Henry Smith, led engagement efforts and actively participated in all of the meetings.
Our 2023 Say on Pay vote received support from 78% of the votes cast. During our comprehensive succession plan for each memberoutreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and learned that much of the feedback related to the legacy contract with our former CEO. We believe we have substantially resolved their concerns in the new employment contract with Mr. Tizzio, which is aligned with current market practices and substantially reduces the total severance payable upon the Company's termination of the agreement.
For more information on shareholder engagement and our response to the 2023 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Committee.Summary – Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote."
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CORPORATE GOVERNANCEAXIS 2024 Proxy Statement | 255 |
Employees
At December 31, 2022, we had 2,064 employees. During fiscal year 2022, the number of employees decreased by approximately 1% and our voluntary turnover rate was approximately 12.7%.
Below is summary of our employees by region as of December 31, 2022:
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North America (including Bermuda) | 1,295 | |
Europe, Middle East and Africa | 747 | |
Asia Pacific | 22 | |
Total employees | 2,064 | |
At December 31, 2022, our global employees had approximately the following gender demographics:
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| Women | Men |
Total employees(1) | 45% | 54% |
(1)<1% of employees did not identify.
At December 31, 2022, our U.S. employees had approximately the following racial and ethnic demographics:
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| All U.S. Employees(1)
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African American / Black | 16% |
Asian | 11% |
Hispanic / Latinx | 5% |
White | 59% |
Multiracial, Native American and Pacific Islander | 2% |
No Response / Not Disclosed | 7% |
Total employees | 100% |
(1)This information is presented for U.S. employees only. We continue to gather global demographic information in compliance with laws and regulations to demonstrate our racial and ethnic diversity.
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| Proposal 1: Election of Directors |
DIRECTORS AND EXECUTIVE OFFICERSBoard Structure
Our Board is divided into three classes, designated as Class I, Class II and Class III. The term for each Class I director expires at this year’s Annual General Meeting to be held on May 16, 2024; the term for each Class III director will expire at the Annual General Meeting in 2025; and the term for each Class II director will expire at the Annual General Meeting in 2026. At each annual general meeting of the Company, the successors of the class of directors whose term expires at that meeting will be elected for a term expiring at the annual general meeting to be held in the third year following the year of their election.
Four Class I directors are to be elected at this year's Annual General Meeting, to serve until the Company’s Annual General Meeting in 2027. All of the nominees are currently directors. Our Corporate Governance, Nominating and Social Responsibility Committee recommended all of the nominees to our Board for election at the meeting and all nominees have consented to serve on our Board. We do not expect that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the Annual General Meeting, proxy cards authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by our Board.
Our Board has reviewed its classified board structure and continues to believe that this structure provides greater stability and continuity in the Board’s membership and in the direction and guidance that it provides to the Company’s management. As compared to an annual election process, this approach promotes a long-term perspective of our strategic objectives and has proved beneficial to our CEO and executive management in establishing the Company’s short- and long-term priorities. The classified board structure also ensures that at any given time, a majority of the directors serving on the Board will have substantial knowledge of the Company and its business, values, competitive environment, risks and strategic goals. We believe directors who have experience with the Company are better positioned to make decisions that are best for the Company and its shareholders, particularly given the complexity of the specialty insurance industry. In addition, three-year terms assist in recruiting highly qualified directors who are willing to commit the time and resources to develop a deep understanding of the Company and its business, and encourage a long-term view. After carefully considering the arguments for and against continuation of the classified board structure, we believe that a classified election process remains in the best interests of the Company and our shareholders.
Our classified structure has not impeded refreshment of our Board. Since 2018, we have added nine new directors, with a variety of backgrounds and skill sets. 75% of our current directors joined the board since 2018. Our Corporate Governance, Nominating and Social Responsibility Committee believes that the most effective boards have directors with a balanced range of tenures, combining Company history with fresh perspectives. To that end, the Corporate Governance, Nominating and Social Responsibility Committee regularly tracks the span of director tenures, together with its review of skills, backgrounds and personal attributes.
Skills, Qualifications and Experience of Directors
For the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of integrity with significant accomplishments in their chosen fields. The Corporate Governance, Nominating and Social Responsibility Committee is responsible for recommending qualified candidates for directorships to be filled by the Board or by our shareholders. Directors are expected to bring a diversity of experiences, skills and perspectives to our Board.
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| AXIS 2024 Proxy Statement | 7 |
The following table sets forth informationCommittee considers the qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity and fairness to be of paramount importance. It also examines experience, diversity, knowledge and skills in business judgment, leadership, strategic planning, general management practices and crisis response. In addition, the Committee looks for candidates with financial expertise and a willingness and ability to commit the time required to fully discharge their responsibilities to the Board. The Committee evaluates candidates based on their qualifications and not based on the manner in which they were submitted for consideration.
The Committee views diversity as of March 10, 2023 regarding beneficial ownershipan essential element of our common shares by eachBoard’s composition and effectiveness. Attributes that will be additive to our overall Board's diversity, such as race, gender identity, age, sexual orientation, ethnicity and national origin, are considered in the identification and evaluation of our director candidates.
As reflected in the chart below, we believe our Board offers a diverse range of skills and experience to provide effective oversight of the following, in each case based on information provided by these individuals:
• Each person or group known to us to be the beneficial owner of more than 5% of our common shares
• Each of our directors
• Each of our named executive officers
• All of our directorsCompany and executive officers as a group
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| DIRECTORS AND EXECUTIVE OFFICERS | Number of Common Shares (1) | Percent of Outstanding Common Shares (1) |
| Albert A. Benchimol | 521,448 | * |
| W. Marston Becker | 14,190 | * |
Charles A. Davis (2) | 52,907 | * |
| Anne Melissa Dowling | 10,118 | * |
| Elanor R. Hardwick | 12,357 | * |
| Michael Millegan | 4,853 | * |
| Thomas C. Ramey | 19,967 | * |
| Henry B. Smith | 55,710 | * |
| Axel Theis | 5,296 | * |
| Barbara A. Yastine | 12,752 | * |
| Lizabeth H. Zlatkus | 16,483 | * |
| Peter J. Vogt | 56,104 | * |
| Vincent C. Tizzio | 11,429 | * |
| David S. Phillips | 52,608 | * |
| Conrad D. Brooks | 31,943 | * |
| Steve K. Arora | 33,788 | * |
| Peter W. Wilson | 6,999 | * |
All directors and executive officers as a group (16 persons) (3) | 881,159 | 1% |
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| OTHER SHAREHOLDERS | | |
T. Rowe Price Investment Management, Inc. (4) | 10,193,257 | 12.0% |
The Vanguard Group, Inc. (5) | 8,281,280 | 9.7% |
Pzena Investment Management, LLC (6) | 5,543,905 | 6.5% |
T-VIII PubOpps LP (7) | 6,777,806 | 8.0% |
* Less than 1%
(1)Unless otherwise indicated, the number of common shares beneficially owned and percentage of outstanding common shares are based on 85,182,723 common shares outstanding as of March 10, 2023. Beneficial ownership is determined in accordance with the rulescreate long-term growth through successful execution of the SEC and includes sole or shared voting or investment powerCompany's strategic initiatives.
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| Directors | Becker | Davis | Dowling | Galanski | Hardwick | Millegan | Ramey | Smith | Theis | Tizzio | Yastine | Zlatkus |
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Experiential Criteria(1) | | | | | | | | | | | | |
| Public Company Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Digital Experience | | | | | ✓ | ✓ | | | | | ✓ | |
| Insurance Experience | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Reinsurance Experience | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | |
| Finance Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
| International Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ |
| Banking Experience | ✓ | ✓ | | | ✓ | | | ✓ | | | ✓ | ✓ |
| Legal/Regulatory Experience | ✓ | | ✓ | ✓ | | | | | ✓ | | | |
| Composition | | | | | | | | | | | | |
| Other Current U.S.-Listed Public Boards | 1 | 1 | 0 | 0 | 0 | 2 | 0 | 0 | 0 | 0 | 3 | 1 |
| Average Age = 66.5 years | 71 | 75 | 65 | 65 | 51 | 65 | 80 | 75 | 66 | 57 | 64 | 65 |
| Average Tenure = 7.3 years | 3.8 | 22.4 | 4.2 | 0.2 | 5.4 | 3.0 | 14.7 | 19.9 | 3.0 | 0.9 | 5.7 | 5.0 |
| Racially/Ethnically Diverse | | | | | | ✓ | | | | | | |
| Gender Diverse | | | ✓ | | ✓ | | | | | | ✓ | ✓ |
1.Competencies with respect to such shares. Except as indicated in the footnotes to the table, based on information provided by the persons named in the table, such persons have sole voting and investment power with respect to all common shares shown as beneficially owned by them. Our bye-laws reduce the total voting power of any shareholder owning 9.5% or more of our common shares to less than 9.5% of the voting power of our capital stock, but only in the event that a U.S. Shareholder, as defined in our bye-laws, owning 9.5% or more of our common shares is first determined to exist.
(2)T-VIII PubOpps LP (“T8”) beneficially owns 6,777,806 common shares. The GP of T8 is T-VIII PubOpps GP LLC (“T8 GP”). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis is“✓” indicate substantial professional experience.
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PRINCIPAL SHAREHOLDERS8 | 27AXIS 2024 Proxy Statement |
Board Refreshment Process
Our Board is committed to orderly director succession planning and having a diversity of perspectives, skills and experiences on our Board aligned with our long-term strategy. While our Board benefits immensely from the industry expertise of our longer-tenured directors, we recognize the importance of regular, thoughtful refreshment and have launched a director succession planning process starting in 2018. The Committee identified the skills and experience that are needed to lead the Company into the future, in line with our evolving strategy, and therefore, we evaluated director candidates based upon these desired qualities, attributes and skills. Our Corporate Governance, Nominating and Social Responsibility Committee has engaged a third-party search firm to identify and evaluate potential candidates for service on our Board. This succession planning has been conducted over time, as part of a multi-stage process, to ensure that the Company continues to benefit from the Company-specific expertise of our longer-tenured directors, balanced with the fresh perspectives brought by our newer directors.
Our director succession planning and refreshment process emphasizes the importance of diversity, including diversity of race, gender identity, age, sexual orientation, ethnicity and national origin, geographic location and cultural background. Our process is also focused on expanding the collective skills and experience of our Board with our new directors bringing deep industry and financial expertise, regulatory experience, innovative thinking and strategic perspective. The Committee considers a broad spectrum of backgrounds, skills and personal and professional experiences to ensure a strong and effective Board that is responsive to the Company's evolving needs.
Due to the Company's proactive approach to director succession planning, the Company added four independent directors with diverse and valuable skill sets in the last four years. Additionally, nine of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also chief executive officerBoard's twelve directors joined the Board in July 2018 or later, including four women and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of such common sharesone racially/ethnically diverse director. We believe that are held by T8 exceptthese actions bring fresh perspectives and deliberations to the extent of any pecuniary interest therein. The principal address of T8 is c/o CSC at 251 Little Falls Drive, Wilmington, DE 19808. The principal business address for Stone Point Capital LLC is 20 Horseneck Lane, Greenwich, CT 06830.
(3)This line item includes only current executive officersour Board and as a result, excludes the number of common shares beneficially owned by Steve K. Arora and Peter W. Wilson and includes the number of common shares beneficially owned by Daniel J. Draper.
(4)The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 1reflect our commitment to Schedule 13G filed on February 14, 2023 by T. Rowe Price Investment Management, Inc., 100 E. Pratt Street, Baltimore, MD 21202, and includes common shares beneficially owned as of December 31, 2022. T. Rowe Price has sole voting power over 3,772,205 common shares and sole dispositive power over 10,193,257 common shares.
(5)The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 9 to Schedule 13G/A filed on February 9, 2023 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, and includes common shares beneficially owned as of December 31, 2022. Vanguard has sole dispositive power over 8,281,280 common shares. Vanguard has shared voting power over 48,177 common shares and shared dispositive power over 124,585 common shares.
(6)The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 8 to Schedule 13G/A filed on January 24, 2023 by Pzena Investment Management, LLC, 320 Park Avenue, 8th Floor, New York, NY 10022, and includes common shares beneficially owned as of December 31, 2022. Pzena has sole voting power over 4,951,774 common shares and sole dispositive power over 5,543,905 common shares.
(7)The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 1 to Schedule 13D filed on August 28, 2020 by T-VIII PubOpps LP ("T8"), T-VIII PubOpps GP LLC ("T8 GP"), Trident VIII, L.P. ("Trident VIII"), Trident Capital VIII, L.P. ("Trident VIII GP") and Stone Point Capital LLC ("Stone Point") (collectively, the "Stone Point Reporting Persons"), 20 Horseneck Lane, Greenwich, CT 06830 and includes common shares beneficially owned as of July 24, 2020. The Stone Point Reporting Persons have shared voting power over 6,777,806 common shares. T8, T8 GP, Trident VIII and Trident VIII GP each have shared dispositive power over 6,777,806 common shares.
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28AXIS 2024 Proxy Statement | PRINCIPAL SHAREHOLDERS9 |
Board Diversity
While we have not adopted a formal Board diversity policy, the Corporate Governance, Nominating and Social Responsibility Committee views diversity as a key element of our Board’s composition and effectiveness. The Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.
Highlights of our directors include the following:
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11 out of 12 Directors are independent | | | | |
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7.3 EXECUTIVE OFFICERSyears Average Director Tenure | |
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42% 5 out of 12 Directors are gender or racially/ethnically diverse | |
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| 10 | AXIS 2024 Proxy Statement |
Director Nominees
The table below sets forth certain information concerning our current executive officers:
the names, ages, classes and positions of the nominees who are standing for election at this year's Annual General Meeting. The biographies that follow provide business experience and public company directorships held during the last five years.
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| Name | Age | Class | Position | Since |
| Charles Davis | 75 | I | Independent Director | November 2001 |
| Elanor Hardwick | 51 | I | Independent Director | November 2018 |
| Axel Theis | 66 | I | Independent Director | April 2021 |
| Barbara Yastine | 64 | I | Independent Director | July 2018 |
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| | | Recommendation of the Board The Board recommends that you vote | “FOR” the election of these nominees. | |
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| | Charles Davis |
| Experience •Current Chief Executive Officer of Stone Point Capital LLC, serving since June 2005. •Held various executive positions at MMC Capital, Inc., a subsidiary of Marsh & McLennan Companies, Inc., from 1998 until May 2005, serving as the Chief Executive Officer from 1999 to 2005 and as Chairman from 2002 to 2005. Also served as a Vice Chairman of Marsh & McLennan Companies, Inc. from 1999 to November 2004. •Spent 23 years at Goldman Sachs & Co. LLC, where, among other positions, Mr. Davis served as head of Investment Banking Services worldwide; head of the Financial Services Industry Group; General Partner; Senior Director; and Limited Partner. U.S.-listed Company Boards The Progressive Corporation. Former director of The Hershey Company from 2007 to 2021. The Board believes that Mr. Davis is qualified to serve as a director based on his distinguished career in investment banking, his extensive knowledge of corporate finance and his experience in the insurance industry. |
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Age: 75 | |
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Education: B.A. from the University of Vermont and M.B.A. from Columbia Business School | |
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Committees: Member of Finance Committee, Risk Committee and Executive Committee | |
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| AXIS 2024 Proxy Statement | 11 |
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| | Elanor Hardwick |
| Experience •Former Chief Digital Officer of UBS, leading the bank’s innovation and digitization activities across all business lines and functions globally, serving from 2018 to June 2020. •Served as Head of Innovation of Deutsche Bank from 2016 to 2018, leading innovation across business lines and functions globally and supporting the company’s digital strategy development. •Served as Chief Executive Officer from 2011 to 2016, of Credit Benchmark Ltd., a FinTech start-up and provider of credit risk data, leading the company from its foundation. •Held a succession of senior leadership positions at Thomson Reuters from 2005 to 2011 including Global Head of Strategy, Investment and Advisory; Global Head of Professional Publishing; and Head of Strategy for Europe and Asia. •Held positions at Morgan Stanley International from 2002 to 2005; Booz-Allen & Hamilton from 1997 to 2000; and the United Kingdom’s Department of Trade and Industry from 1995 to 1997. •Currently serves on the boards of Alpha Bank S.A. and Alpha Services and Holdings S.A., an Athens Stock Exchange-listed banking group. U.S.-listed Company Boards None The Board believes that Ms. Hardwick is qualified to serve as a director based on her leadership positions in the financial services and FinTech industries, including her experience leading global innovation and digital strategy initiatives at UBS and Deutsche Bank. |
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Age: 51 | |
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Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | |
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Committees: Member of Human Capital and Compensation Committee and Corporate Governance, Nominating and Social Responsibility Committee | |
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| 12 | AXIS 2024 Proxy Statement |
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| | Axel Theis |
| Experience •Served in various management roles during his distinguished 33-year career with Allianz SE, including as a member of the Allianz Board of Management from 2015 to 2020; Chief Executive Officer of Allianz Global Corporate & Specialty SE from 2006 to 2014; and Chief Executive Officer of Allianz Global Risks Ruckversicherungs from 2004 to 2006. •Also served on Allianz’s U.K. subsidiary board as Chairman from 2015 to 2018, as a member of the U.S. and Irish subsidiaries of Allianz from 2015 to 2018 and as Chairman of Allianz’ French credit insurance company, Euler Hermes from 2015 to 2019. U.S.-listed Company Boards None The Board believes Dr. Theis is qualified to serve as a director based on his 33 years of multinational experience at Allianz and his experience leading (re)insurance and asset management businesses of significant scale across the European and global markets. |
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Age: 66 | |
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Education: Ph.D. from the Eberhard Karls Universität Tübingen | |
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Committees: Member of Audit Committee and Risk Committee | |
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| | Barbara Yastine |
| Experience •Former Chair and Chief Executive Officer of Ally Bank, a digital banking leader. Served as Chair from 2010 to 2015 and became interim Chief Executive Officer and President in 2011 before serving as Chief Executive Officer and President beginning in 2012. Also served as Chief Administrative Officer of Ally Financial from 2010 to 2012. •Previously served as a director and co-Chief Executive Officer of privately held Lebenthal Holdings, LLC from September 2015 to June 2016. In November 2017, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. •Held various executive roles at Citigroup and Credit Suisse First Boston spanning over 17 years. U.S.-listed Company Boards Primerica, Inc., Zions Bancorporation and Alkami Technology, Inc. Former director of First Data Corporation from September 2016 to July 2019. The Board believes that Ms. Yastine is qualified to serve as a director based on her more than 30 years of management experience in the financial services and risk management sectors, including her prior role as Chair, Chief Executive Officer and President of Ally Bank. |
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Age: 64 | |
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Education: B.A. in Journalism from New York University and M.B.A. from New York University | |
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Committees: Chair of Corporate Governance, Nominating and Social Responsibility Committee and Member of Audit Committee | |
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| AXIS 2024 Proxy Statement | 13 |
Directors Continuing in Office
The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the Annual General Meeting but whose term of office will continue after the meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.
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| Name | Age | Position |
| Class | Position | |
Albert A. Benchimol (1)
| 65 | Chief Executive Officer, President and Director |
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Peter J. Vogt | 59 | Chief Financial Officer |
| | Since |
Vincent C. Tizzio(2)(1) | 57 | 56III | President and Chief Executive Officer Specialty Insurance and Reinsurance | May 2023 |
| W. Marston Becker | 71 | II | Independent Director | June 2020 |
| Anne Melissa Dowling | 65 | III | Independent Director | January 2020 |
David S. PhillipsStanley Galanski | 5465 | Chief Investment OfficerIII | Independent Director | January 2024 |
| Michael Millegan | 65 | II | Independent Director | | April 2021 |
| Thomas Ramey | 80 | II | Conrad D. BrooksIndependent Director | 61 | General CounselJuly 2009 |
| Henry Smith | 75 | III | Independent Director | May 2004 |
| Lizabeth Zlatkus | 65 | II | Daniel J. DraperIndependent Director | 43 | Chief Underwriting OfficerMarch 2019 |
(1) Mr. Benchimol’s biography is available under “Proposal 1. Election of Directors – Directors Not Continuing in Office.” As previously disclosed, Mr. Benchimol will no longer serve as Chief Executive Officer, President and Director effective as of the close of business on May 4, 2023. He will serve as a strategic advisor through December 31, 2023.
(2) As previously disclosed, Mr. Tizzio was appointed to succeed Mr. Benchimol as Chief Executive Officer, President and Director. Mr. Tizzio's biography is available under “Proposal 1. Election of Directors – Directors Continuing in Office.”
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| | | | | Vincent Tizzio |
| Peter J. VogtExperience Peter J. Vogt• was appointedServes as our President and Chief Financial Officer of AXIS Capital in January 2018. HeExecutive Officer. Mr. Tizzio previously served as the Company’s Deputy CFOCEO, Specialty Insurance and Reinsurance from July 1, 2017 until his appointment as CFO in January 2018June 2022 to May 2023 and as a Senior Advisor - Insurance Market Strategy from January 2022 to June 2022.
•Served as Executive Vice President and Head of Global Specialty at The Hartford from May 2019 through August 2021. •Prior to joining The Hartford, Mr. Tizzio spent seven years as President and CEO of Navigators Management Company. U.S.-listed Company Boards None The Board believes that Mr. Tizzio is qualified to serve as a director based on his deep knowledge of the specialty insurance industry and his proven track record of managing an insurance business, with a comprehensive understanding of underwriting and go to market strategies. |
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Age: 57 | |
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Education: Education: B.S. from Adelphi University | |
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Committees: Member of Executive Committee | |
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| 14 | AXIS 2024 Proxy Statement |
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| | W. Marston Becker |
| Experience •Served as Chairman of the Board of QBE Insurance Group from 2014 until April 2020. •Served as Chairman and Chief OperatingExecutive Officer of AXISAlterra Capital Holdings Limited from 2006 to 2013, Trenwick Group, Ltd. from 2002 to 2005, the run-off for LaSalle Re Holdings from 2002 to 2008 and Orion Capital Corporation from 1996 to 2000. •Served as President and Chief Executive Officer of McDonough Caperton Insurance Group, Inc. from 20131987 to June 2017.1994. •Holds the Chartered Financial Analyst designation and is an admitted attorney in West Virginia. U.S.-listed Company Boards MVB Financial Corp. The Board believes that Mr. Vogt joined AXISBecker is qualified to serve as a director based on his 37 years of experience, including Chief Executive Officer and Chairman leadership positions in 2010the insurance and financial industries. |
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Age: 71 | |
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Education: B.A. from West Virginia University and J.D. from West Virginia University | |
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Committees: Chair of Risk Committee and Member of Human Capital and Compensation Committee and Executive Committee | |
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| | Anne Melissa Dowling |
| Experience •Served as CFODirector of Insurance for the State of Illinois from 2015 to 2017 and COOas Deputy (and Acting) Commissioner of Insurance for the Company’s Accident & Health business unit. PriorState of Connecticut from 2011 to AXIS, Mr. Vogt served as CFO2015. •Held executive management roles in the areas of Penninvestments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group; Connecticut Mutual Life Insurance Company. He also heldCompany; Travelers Insurance Company; and at Aetna Life & Casualty, where she began her career in 1982. •Holds the CFO role at CIGNA’s Group Insurance business. Mr. Vogt started his career at Hartford Life InsuranceChartered Financial Analyst designation. U.S.-listed Company where, over nearly 14 years, he heldBoards None The Board believes that Ms. Dowling is qualified to serve as a series of actuarial roles and eventually led sales, marketing and product development for its corporate retirement business. Mr. Vogt holds a B.B.A. in Actuarial Science from Temple University and is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries. |
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David S. Phillips | David S. Phillips joined AXIS as Chief Investment Officer in April 2014. With overdirector based on her insurance industry expertise including 25 years of experienceexecutive management in investments, Mr. Phillips previously servedthe private sector and, most recently in the public sector, as Head of Investments for PartnerRe. Prior to PartnerRe, he was the Director of Research and a Portfolio Manager at Oppenheimer Capital, an institutional money manager based in New York City. Mr. Phillips is a CFA® charterholder and received an A.B. from Princeton University and an M.B.A. from the Wharton SchoolIllinois Department of the University of Pennsylvania.Insurance.
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Age: 65 | |
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Education: B.A. from Amherst College and M.B.A. from Columbia Business School | |
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Committees: Chair of Finance Committee and Member of Risk Committee | |
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| AXIS 2024 Proxy Statement | 15 |
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| | Stanley Galanski |
| Conrad D. BrooksExperience Conrad D. Brooks•Currently serves as General CounselChief Executive Officer of AXIS Capital. Prior to his appointment toG68 Capital, an advisory and consulting firm for the role in January 2017, he served for nearly a decadeinsurance industry.
•Served as the Company’s Corporate Counsel. Mr. Brooks joined AXISPresident and Chief Executive Officer of The Navigators Group from McKenna Long & Aldridge LLP (now Dentons), where he was a partner and2003 until its 2019 acquisition by The Hartford. •Previously served as CEO of Intercargo Corporation, President of New Hampshire Insurance Company and in various management and underwriting roles at Chubb over a practice team leader15-year tenure. U.S.-listed Company Boards None. The Board believes that Mr. Galanski is qualified to serve as a director based on his robust experience in the firm’s corporateproperty and securities practice. A former officer in the United States Navy, Mr. Brooks receivedcasualty insurance industry, including his B.S.deep underwriting knowledge and executive management experience. |
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Age: 65 | |
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Education: B.A. from the University of Illinois,Pittsburgh | |
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Committees: Member of Risk Committee | |
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| | Michael Millegan |
| Experience •Has served as Founder and Chief Executive Officer of Millegan Advisory Group-3 LLC, a strategic advisory firm for early-stage companies since February 2014. •Held executive leadership and management roles at Verizon over the course of his J.D.33-year tenure in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations, including President of Verizon Global Wholesale Group, President of Verizon Digital Media Service, Area President of Verizon Midwest Region and Senior Vice President of Verizon Enterprise Operations. U.S.-listed Company Boards Portland General Electric Company. Former director of CoreSite Realty Corporation from GeorgiaFebruary to December 2021 prior to its acquisition and Wireless Telecom Group, Inc. from November 2016 to August 2023. The Board believes that Mr. Millegan is qualified to serve as a director based on his 33 years of leadership experience, including his experience running a business to business network and working with global companies, along with his knowledge in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations. |
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Age: 65 | |
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Education: B.A. from Angelo State University Collegeand M.B.A. from Angelo State University | |
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Committees: Chair of LawHuman Capital and Compensation Committee and Member of Finance Committee | |
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| 16 | AXIS 2024 Proxy Statement |
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| | Thomas Ramey |
| Experience •Former Chairman and President of Liberty International, a wholly owned subsidiary of Liberty Mutual Group, from 1997 to 2009. Also served as Executive Vice President of Liberty Mutual Group from 1995 to 2009. •Served as President and Chief Executive Officer of American International Healthcare, a subsidiary of AIG, from 1986 to 1992. •Founder and President of an international healthcare trading company, including health maintenance organization (HMO) consulting and management. U.S.-listed Company Boards Former director of UroCor, Inc. from 1996 to 2001 prior to its acquisition by Dianon Systems Inc. The Board believes that Mr. Ramey is qualified to serve as a director based on his M.B.A. (Finance)extensive insurance industry knowledge and significant background in international insurance operations, acquisitions and management. |
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Age: 80 | |
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Education: B.A. from Old Dominion University.Texas Tech University and M.A. from Tulane University | |
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Committees: Member of Audit Committee and Corporate Governance, Nominating and Social Responsibility Committee | |
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| | Henry Smith |
| Experience •Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006. •Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004. •Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer; Executive Vice President Europe; and Senior Vice President and General Manager, Retail Banking. U.S.-listed Company Boards None The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda. |
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Age: 75 | |
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Education: B.A. from Trinity College-Hartford | |
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Committees: Chair of Executive Committee | |
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| AXIS 2024 Proxy Statement | 17 |
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| | Lizabeth Zlatkus |
| Experience •Served in various senior leadership positions during her tenure with The Hartford Financial Services Group from 1983 to 2011, including Chief Financial Officer and Chief Risk Officer of the firm and Co-President of Hartford Life Insurance Companies and as Executive Vice President of The Hartford's international operations and the group life and disability divisions. U.S.-listed Company Boards Pathward Financial, Inc. (formerly known as Meta Financial Group). Former director of Computer Sciences Corporation from 2016 to 2017 and Boston Private Financial Holdings, Inc. from 2015 to 2021. The Board believes that Ms. Zlatkus is qualified to serve as a director based upon her leadership experience with insurance organizations, including her prior roles as Chief Financial Officer and Co-President as well as her executive management background in risk and operations during her 28-year career with The Hartford Financial Services Group. |
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Age: 65 | |
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Education: B.S. from Pennsylvania State University | |
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Committees: Chair of Audit Committee and Member of Finance Committee and Executive Committee | |
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| 18 | AXIS 2024 Proxy Statement |
Corporate Governance Highlights
Corporate governance is an area of significant focus for our Board and is a critical component of our success in driving sustained shareholder value. Highlights of our corporate governance standards are provided below:
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| þ | Majority vote standard for election of directors. Each director must be elected by a majority of votes cast, not a plurality. | | þ | Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting |
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Daniel J. Draperþ | Daniel J. DraperNo “over-boarding.” was appointed Group Chief Underwriting Officer in September 2022. He had previously served forNone of our directors serve on the board of directors of more than two yearsthree other publicly held corporations.
| | þ | Majority independent Board. All of our directors are independent, except for our CEO. |
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| þ | Regular shareholder engagement. We regularly engage with our shareholders to better understand their perspectives. | | þ | Independent Audit, Human Capital and Compensation and Corporate Governance, Nominating and Social Responsibility Committees |
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| þ | No hedging the economic risk of owning AXIS stock or pledging of AXIS stock for loans or other obligations | | þ | Robust Code of Business Conduct. AXIS is committed to operating its business with the highest level of ethical conduct and has adopted a Code of Business Conduct that applies to all employees and officers as Group Headwell as the Board of UnderwritingDirectors. Our Code of Business Conduct is available at AXIS. Prior to that, he had been Group Chief Riskwww.axiscapital.com. |
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| þ | Regular Board and Actuarial Officer at VIBE. Before joining VIBE, Mr. Draper spent eight years with AXIS, holding aCommittee self-evaluation process | |
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| þ | Active Board refreshment process | |
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| þ | Board Attendance. No director attended less than 75% of the total number of leadership roles that included Group Chief Actuary, Chief Risk Analytics Officer, and Insurance Segment Chief Risk Officer. Before that, Mr. Draper held managerial positions at the Financial Services Authority, XL Capital, and Ernst & Young. Mr. Draper received a Masters in Engineering from the University of Bath and is a Fellowmeetings of the InstituteBoard and Facultythe total number of Actuaries.meetings of all committees of the Board on which the director served | | þ | Stock Ownership Guidelines. All of our directors, NEOs and other senior executives are required to maintain compliance with their required minimum stock ownership amounts. |
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EXECUTIVE OFFICERSAXIS 2024 Proxy Statement | 2919 |
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PROPOSAL 2. NON-BINDING VOTE ON EXECUTIVE COMPENSATION Corporate Governance | |
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In accordanceDirector Independence
Under the Company's Corporate Governance Guidelines, our Board must be composed of a majority of directors who are independent of the Company's management. For a director to be deemed independent, the Board must affirmatively determine that he or she does not have a direct or indirect material relationship with the Company. In addition, the director must meet the independence requirements of Section 14Athe New York Stock Exchange ("NYSE").
Our Board currently consists of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rulestwelve directors, eleven of the SEC, wewhom are including in this proxy statement a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers as disclosed below. The language of the resolution, commonly known as a “Say on Pay” proposal, is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”
In considering their vote, shareholders may wish to review with care the information on our compensation policies and decisions regarding our named executive officers presented below in “Compensation Discussion and Analysis” and "Compensation Committee Process."
independent. The Board has currently adopted a policy providing for annual Say on Pay advisory votesaffirmatively determined that each of Messrs. Becker, Davis, Galanski, Millegan, Ramey, Smith and the Company has included Proposal 3 relating to Say on Pay frequency in this year's proxy statement. Assuming shareholders approve annual Say on Pay advisory votesTheis and Mses. Dowling, Hardwick, Yastine and Zlatkus are independent in accordance with the Board's recommendation,Company’s Corporate Governance Guidelines and the next Say on Pay vote will occur in 2024.
Recommendationlisting standards of the Board
NYSE, including with respect to committee service. Mr. Tizzio is not independent as Mr. Tizzio serves as our President and Chief Executive Officer. The Board recommendshas made these determinations based primarily on a review of each director's responses to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors. The Board also considers the recommendations of the Corporate Governance, Nominating and Social Responsibility Committee which thoughtfully assesses independence on an annual basis, regularly tracks and considers fees paid to Stone Point Capital LLC and its affiliates ("Stone Point") and other factors as well as the advice of outside counsel experienced in these matters.
As part of its analysis to determine director independence during fiscal year 2023, the Board considered whether Mr. Galanski's son's employment by the Company would have any impact on his independence. Following consideration of all relevant facts and circumstances, including the fact that youhe is not an executive officer and the terms of his employment are consistent with the Company’s human resources policies, the Board determined that his son's employment did not impair Mr. Galanski's independence. With respect to Charles Davis, the Board reviewed his current relationship with Stone Point and assets that we currently have under management with affiliates of Stone Point, along with his indirect share ownership of the Company through Stone Point (refer to "Principal Shareholders" later in this proxy statement). The Board has determined that none of these relationships constitutes a material relationship with us as defined in the listing standards of the NYSE and in accordance with the Company's Corporate Governance Guidelines. For more details about these relationships and the related transactions, see “Certain Relationships and Related Transactions” below.
Board and Committee Evaluations
We believe that a robust Board and committee evaluation process is an essential component of good governance. At AXIS, our Board and committee members conduct annual self-evaluations covering a range of topics. The self-evaluation process is facilitated and overseen by our Corporate Governance, Nominating and Social Responsibility Committee to ensure a rigorous assessment of Board and committee effectiveness, priorities, and composition and to inform our refreshment and succession planning efforts. The Corporate Governance, Nominating and Social Responsibility Committee reported and implemented actionable feedback to further improve the process.
Certain Relationships and Related Transactions
Policies and Procedures for Transactions with Related Persons. We have established procedures for reviewing transactions between us and any director, executive officer or holder of five percent or more of our voting securities, or an immediate family member of any such person. These procedures help us evaluate whether any such related person transaction could impair the independence of a director or present a conflict of interest on the part of a director or executive officer. With the assistance of the Company’s General Counsel, our Corporate Governance, Nominating and Social Responsibility Committee, a committee comprised of independent directors, is required to consider and approve all transactions in which AXIS participates, a related person may have a direct or indirect material interest in the transaction and the aggregate amount involved may exceed $120,000. When reviewing transactions, the Corporate Governance, Nominating and Social Responsibility Committee considers any factors it deems relevant, including (i) whether the transaction is in the ordinary course of business of the Company, (ii) whether the transaction is on terms no less favorable than terms available to an unaffiliated third party, (iii) the related party’s interest in the transaction, (iv) the approximate dollar value of the transaction, (v) the purpose of the transaction, (vi) the disclosure obligations of the Company, (vii) the conflict of interest provisions of our Code of Business Conduct, and (viii) any other information that may be considered material.
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| 20 | AXIS 2024 Proxy Statement |
Related persons include any of our directors, director nominees or executive officers, certain of our shareholders and their respective immediate family members. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests.
Our Code of Business Conduct requires all directors, officers and teammates who may have either a potential or apparent conflict of interest to promptly disclose such conflict to our General Counsel. We seek affirmative confirmation of compliance with our Code of Business Conduct from our directors, officers and teammates annually. Additionally, each year, our directors and executive officers complete questionnaires that require the identification of any arrangements or transactions in which they or their family members have an interest. Further, directors are requested to disclose any new conflicts of interest at each quarterly board meeting, and they are expected to recuse themselves from any matters involving a potential conflict.
Stanley Galanski joined our Board in January 2024. Mr. Galanski's son is employed by a Company affiliate in a non-executive officer position and received total annual compensation of approximately $737,014 in 2023.
The following is a summary of related party transactions between the Company and affiliates of Stone Point, a private equity firm that specializes in the insurance and financial services industry, including owning several specialized investment managers. Charles Davis is the Chief Executive Officer of Stone Point. From a process perspective, while the Finance Committee approves the Company's strategic asset allocation ranges, each individual investment was approved by management’s Investment and Finance Management Committee and as previously noted, by our Corporate Governance, Nominating and Social Responsibility Committee (i.e., Mr. Davis was not involved in management’s decision to invest in Stone Point-affiliated entities).
•In the ordinary course of business, the Company engages SKY Harbor Capital Management, LLC, a portfolio company of investment funds managed by Stone Point, to manage certain of our high yield debt portfolios representing approximately 9% of our total investments. In 2023, we paid $3 million to SKY Harbor Capital Management, LLC in fees relating to these portfolios.
•We have an investment of $17 million in the Freedom Consumer Credit Fund, LLC Series B, the manager of which is Freedom Financial Asset Management, LLC, an indirect subsidiary of Pantheon Partners, LLC (“Pantheon”). Investment funds managed by Stone Point own approximately 14.5% of Pantheon. During 2023, fees paid to Freedom Financial Asset Management, LLC totaled $1 million.
•We have a $87 million investment in Stone Point’s private equity fund, Trident VIII L.P. ("Trident VIII") and co-investments of $26 million. In 2023, we paid and accrued $2 million in fees to Stone Point in connection with our investment in Trident VIII. We pay no fees to Stone Point in connection with our co-investments.
•We have a $24 million investment in Stone Point's private equity fund, Trident IX L.P. ("Trident IX"). In 2023, fees paid to Stone Point in relation to Trident IX were $700,000.
•We have $9 million of co-investments with Gordon Brothers, a majority-owned portfolio company of Stone Point's Trident VII L.P. fund that participates in distressed corporate restructurings. In 2023, we paid $100,000 in aggregate fees to Gordon Brothers with respect to these co-investments.
•We have a $43 million investment in Rialto Real Estate IV-Property ("Rialto") and co-investments of $19 million with Rialto Real Estate Fund IV-Property, a fund managed by a portfolio company of Stone Point’s private equity fund, Trident VII L.P. In 2023, we paid Rialto Capital Management $2 million in fees in connection with these investments.
•We have a $18 million investment in Stone Point Credit Corporation. In 2023, $500,000 in fees were paid relating to this investment. In connection with our seed investment in Stone Point Credit Corporation, the Company received an investment in Stone Point Credit LLC currently valued at $100,000. We pay no fees to Stone Point in connection with this investment. In addition, we have a $18 million investment in Stone Point Credit Corporation bonds. In 2023, AXIS earned $1 million in interest in connection with this transaction. The coupon rate on the bonds is 5.83%.
•We have a $5 million investment in a syndicated accounts receivable loan for which Sound Point Capital Management L.P., an affiliate of certain principals of Stone Point, is the lead originator. We pay no fees to Sound Point Capital in connection with our investment.
•We have a $7 million investment in a loan to Eagle Point Credit Management LLC, which is majority-owned by Trident IX.
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| AXIS 2024 Proxy Statement | 21 |
•We have a $6 million investment in cumulative preferred shares of Aspida Holdings Ltd. This investment was syndicated to the Company by Stone Point.
•We have a $22 million investment in Monarch Point Re, a newly created collateralized reinsurer which is jointly sponsored by the Company and Stone Point. In 2023, we paid Stone Point $60,000 in fees in connection with this investment.
The Corporate Governance, Nominating and Social Responsibility Committee reviewed each of the Stone Point affiliate transactions before approval to confirm each transaction was no less favorable than those provided to other investors. In addition, the Committee reviews all relationships with Stone Point affiliates annually and whenever a new transaction is proposed to the Committee.
Board Committees
Our Board maintains Audit, Human Capital and Compensation, Corporate Governance, Nominating and Social Responsibility, Finance, Risk and Executive Committees. Current copies of the charter for each of these committees, as well as our Corporate Governance Guidelines, are available on our website at https://investor.axiscapital.com/corporate-governance/committee-composition/default.aspx. The table below sets forth the Company's committee membership as of January 1, 2024 and 2023 meeting information for each committee. In addition, the table identifies the independent directors, as determined by our Board based on the NYSE listing standards and our Corporate Governance Guidelines.
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| Name | Audit | Human Capital and Compensation | Corporate Governance, Nominating and Social Responsibility | Finance | Risk | Executive | Independent Director |
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| W. Marston Becker | | l | | | p | l | ü |
| Charles Davis | | | | l | l | l | ü |
| Anne Melissa Dowling | | | | p | l | | ü |
| Stanley Galanski | | | | | l | | ü |
| Elanor Hardwick | | l | l | | | | ü |
| Michael Millegan | | p | | l | | | ü |
| Thomas Ramey | l | | l | | | | ü |
| Henry Smith | | | | | | p | ü |
| Axel Theis | l | | | | l | | ü |
| Vincent Tizzio | | | | | | l | |
| Barbara Yastine | l | | p | | | | ü |
| Lizabeth Zlatkus | p | | | l | | l | ü |
| 2023 Meetings | 10 | 7 | 5 | 4 | 4 | 0 | |
pChair lMember
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| 22 | AXIS 2024 Proxy Statement |
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| | | | | | The Audit Committee has general responsibility for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit function and independent auditors. The Committee appoints, retains and determines the compensation for our independent auditors, pre-approves the fees and services of the independent auditors and reviews the scope and results of their audit. The Audit Committee has been established in accordance with Rule 10A-3 of the Exchange Act. Each member of the Audit Committee is a non-management director and is independent based on the listing standards of the NYSE and our Corporate Governance Guidelines. Our Board has determined that each of Mr. Ramey and Theis and Ms. Yastine and Zlatkus qualify as an audit committee financial expert pursuant to the rules and regulations of the SEC. |
| | Audit Committee | | | |
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| | Members: Lizabeth Zlatkus (Chair), Thomas Ramey, Axel Theis, Barbara Yastine | | | |
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| | Number of Meetings in 2023: 10 | | | |
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| | | | | | The Human Capital and Compensation Committee recommends compensation for our Chief Executive Officer to the Board, and it approves compensation to certain other executives in light of our established corporate performance goals and reviews and approves overall officer, management and employee compensation policies, incentive compensation plans, equity-based plans and director compensation. In addition, the Human Capital and Compensation Committee has primary oversight of the Company's human capital management efforts, including talent development, DEI, human rights, and employee engagement (as delegated by the Corporate Governance, Nominating and Social Responsibility Committee). Each member of this Committee is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines, including the heightened standards applicable to compensation committee members, and is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. For a description of our processes and procedures for the consideration and determination of executive and director compensation, see “Compensation Discussion and Analysis” and “2023 Director Compensation” later in this proxy statement. |
| | Human Capital and Compensation Committee | | |
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| | Members: Michael Millegan (Chair), W. Marston Becker, Elanor Hardwick | | |
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| | Number of Meetings in 2023: 7 | | |
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| AXIS 2024 Proxy Statement | 23 |
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| | | | | | The Corporate Governance, Nominating and Social Responsibility Committee takes a leadership role in shaping our corporate governance by identifying and recommending qualified director nominees, overseeing the purpose, structure and composition of our Board committees and periodically reviewing our Code of Business Conduct and Corporate Governance Guidelines. The Committee also establishes and oversees our Board and committee evaluation process which occurs annually. Additionally, the Committee oversees our ESG and sustainability initiatives which are considered to be an essential part of our governance and are discussed in further detail in this proxy statement. The Committee delegates oversight of human capital management, a component of the Company's ESG program, to the Company's Human Capital and Compensation Committee. Each member of this Committee is a non-management director and is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines. |
| | Corporate Governance, Nominating and Social Responsibility Committee | | |
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| | Members: Barbara Yastine (Chair), Elanor Hardwick, Thomas Ramey | | |
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| | Number of Meetings in 2023: 5 | | |
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| | | | | | The Finance Committee oversees the investment and treasury functions of the Company, including the investment of funds and financing facilities. Its responsibilities include: approving our investment policies and guidelines, reviewing the performance of the investment portfolio, monitoring the need for additional financing, overseeing compliance with outstanding debt facility covenants and making recommendations to the Board concerning the Company's dividend policy. |
| | Finance Committee | | | |
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| | Members: Anne Melissa Dowling (Chair), Charles Davis, Michael Millegan, Lizabeth Zlatkus | | | |
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| | Number of Meetings in 2023: 4 | | | |
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| | | | | | The Risk Committee assists the Board in its oversight of risks to which the Company is exposed and monitors compliance with our aggregate risk standards and risk appetite. The Risk Committee also reviews compensation practices to determine whether our policies and plans are consistent with the Company’s risk framework and do not encourage excessive risk taking. |
| | Risk Committee | | | |
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| | Members: W. Marston Becker (Chair), Charles Davis, Anne Melissa Dowling, Axel Theis, Stanley Galanski | | | |
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| | Number of Meetings in 2023: 4 | | | |
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| 24 | AXIS 2024 Proxy Statement |
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| | | | | | The Executive Committee may exercise the authority of the Board when a quorum of the Board is not available, except in cases where the action of the entire Board is required by our memorandum of association, our bye-laws or applicable law. |
| | Executive Committee | | | |
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| | Members: Henry Smith (Chair), W. Marston Becker, Charles Davis, Vincent Tizzio, Lizabeth Zlatkus | | | |
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| | Number of Meetings in 2023: 0 | | | |
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Meetings of the Board and Its Committees
Pursuant to our Corporate Governance Guidelines, we expect our directors to attend all meetings of our Board, all meetings of all committees of the Board on which they serve and each annual general meeting, absent exigent circumstances. Our Board met six times during the year ended December 31, 2023. No director attended less than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served (during the period that each director served on the Board or such committee(s)). All of our directors then in office attended our 2023 Annual General Meeting.
Meetings of Non-Management Directors
The Board believes that one of the key elements of effective, independent oversight is for the independent directors to meet in executive session on a regular basis without the presence of management. In 2023, the independent directors met in executive session at each of our four regularly scheduled Board meetings. Mr. Smith, our independent Chair, chaired these sessions.
Board Leadership Structure
The Board believes that the decision of whether to combine or separate the positions of Chief Executive Officer and Chair varies from company to company and depends upon a company’s particular circumstances at a given point in time. The Board continues to believe that separating the Chief Executive Officer and Chair positions is the appropriate leadership structure for our company and is in the best interests of our shareholders. Mr. Tizzio serves as our President and Chief Executive Officer, and Mr. Smith serves as our Chair of the Board. Mr. Smith represents the Board in communications with shareholders, provides input on the design of the Board and plays an active role in presenting risk matters to the Board for consideration. Mr. Smith, as Chair, acts independently of our Chief Executive Officer. Our Board believes that this structure best encourages the free and open dialogue of alternative views, provides for strong checks and balances and brings continuity of leadership in light of our leadership transition in 2023. Additionally, the Chair’s attention to Board and committee matters allows Mr. Tizzio to focus more specifically on overseeing the Company’s day-to-day operations and underwriting activities as well as strategic opportunities and planning.
Under the Company's Corporate Governance Guidelines, the Company is not required to have a "Lead Independent Director" because Mr. Smith qualifies as an independent chair.
Human Capital and Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, Mr. Becker, Mr. Millegan and Ms. Hardwick served on our Human Capital and Compensation Committee. None of our Human Capital and Compensation Committee members have served or serve as an officer or employee of the Company. In addition, during fiscal year 2023, none of our executive officers served on the board of directors
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| AXIS 2024 Proxy Statement | 25 |
or compensation committee (or its equivalent) of another entity at any time during which an executive officer of such other entity served on our Board or Human Capital and Compensation Committee.
Consideration of Director Nominees
The Corporate Governance, Nominating and Social Responsibility Committee will consider candidates recommended by shareholders to be nominated to our Board for election at the Annual General Meeting. A shareholder who wishes to submit a candidate for consideration must be a shareholder of record at the time that such shareholder submits a candidate for nomination and must be entitled to vote “for the candidate at the meeting. For a shareholder nominee to be considered for inclusion in the Company's proxy materials, our Corporate Secretary must receive the written proposal no later than 120 days prior to the anniversary of the date the Company released the proxy materials for the prior year's annual general meeting; provided, that, if the date of the annual general meeting is moved more than 30 days before or after the anniversary date of the annual general meeting for the prior year, the deadline will instead be a reasonable time before we begin to print and mail our proxy materials. The notice must include:
•FORthe name, age and business and residence addresses of the candidate;
•” the principal occupation or employment of the candidate;
•the number of common shares or other securities of the Company beneficially owned by the candidate;
•all other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and
•the candidate’s written consent to be named in the proxy statement and to serve as a director if elected.
The notice also must include information on the shareholder submitting the nomination, including the shareholder’s name and address as it appears on our share register and the number of our common shares beneficially owned by the shareholder.
Communications with Board of Directors
Shareholders and other interested parties may send communications to our Board by sending written notice to our Corporate Secretary at our headquarters at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda. The notice may specify whether the communication is directed to the entire Board, to the non-management directors or to a particular Board committee or other director. Our Corporate Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if the Corporate Secretary so determines, will forward the communication to our Chair of the Board, to the non-management directors or to the appropriate committee chair or director. At each meeting of our Board, our Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors upon request.
Board Oversight and Risk Management
With assistance from the Risk Committee of the Board of Directors, the Board oversees the integrity and effectiveness of our enterprise risk management ("ERM") framework and ensures that our risk assumption and risk mitigation activities are consistent with that framework. The Risk Committee reviews, challenges, approves and monitors our overall risk strategy related to short-, medium- and long-term risks, including our risk appetite and key risk limits and receives regular reports from the Group Risk Management function to ensure any significant risk issues are being addressed by management. Further, the Risk Committee reviews, with management and Internal Audit, the Company’s general policies and procedures and ensures that effective systems of risk management and controls are established, maintained and aligned with disclosure processes. Among its other responsibilities, the Risk Committee also reviews and approves the Company's annual Own Risk and Solvency Assessment reports and reviews emerging risks and regular reports from the Emerging Risk Working Group. The Risk Committee assesses the independence and objectivity of our Group Risk Management function, approves its terms of reference and reviews its ongoing activities.
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| 26 | AXIS 2024 Proxy Statement |
The risk oversight responsibility of our Board of Directors and its committees, including the Risk Committee, is supported by our management-led Risk Management Committee (the "RMC"). In addition to the RMC, there is an established framework of separate yet complementary management committees and subcommittees, each focusing on a different aspect of our ERM. For more information on our management committees and framework, refer to "Risk and Capital Management" in our Annual Report on Form 10-K for the year ended December 31, 2023.
Risks to the Company are assessed on an ongoing basis, with input from external sources including our reinsurance counterparties, our brokers and external auditors and from specialist advisors, for example in relation to reserve risk, internal model validation.
Following a recommendation by the Chief Executive Officer, the Risk Committee also conducts a review and provides a recommendation to the Board of Directors regarding the appointment and/or removal of the Chief Risk Officer. The Risk Committee meets with the Chief Risk Officer in executive sessions on a regular basis.
The Finance Committee of the Board of Directors oversees the Company’s investment of funds and adequacy of financing facilities. This includes approval of our strategic asset allocation ranges. The Audit Committee of the Board of Directors, which is supported by Internal Audit, is responsible for overseeing internal controls and compliance procedures, and also reviews our policies regarding risk assessment and risk management with management and the Chair of the Risk Committee.
Climate Change Risk
Our Risk Committee oversees the risks and opportunities related to the Company's climate change exposure and initiatives and receives biannual reports relating to climate change as part of its standing agendas.
Information Security Risk
With over 30 years of industry cybersecurity experience, the Company’s Chief Information Security Officer ("CISO") is the member of the Company’s management team with primary responsibility for the development, operation, and maintenance of the Company’s information security program. The CISO supervises the Company’s cybersecurity team, facilitates the incident response plan and acts as the liaison to the Company’s executive management team, including relaying strategies, resource requests and incident updates.
The Board, along with the Risk and Audit Committees of the Board, oversees our information security program. In 2023, our Board and Risk and Audit Committees received periodic updates throughout the year on cybersecurity matters, and these updates are part of their standing agendas. These updates include reports regarding items such as cybersecurity strategies, program effectiveness, key risks and performance metrics related to the Company’s information security program and the Company’s mitigating controls.
The Company has processes in place to identify, assess and monitor material risks from cybersecurity threats, which are part of the Company’s overall enterprise risk management process and have been embedded in the Company’s operating procedures, internal controls and information systems. Information relating to cybersecurity and information security is contained in the section titled “Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Compensation Risk
For information regarding compensation-related risks, see "Compensation Discussion and Analysis – Risk Management and Compensation."
Code of Business Conduct and Corporate Governance Guidelines
Our Corporate Governance Guidelines, along with our Code of Business Conduct and the charters of each of the committees of our Board, provide a framework for the corporate governance of the Company addressing matters such as director qualification standards, director responsibilities and duties and compensation paidof our directors. Our Corporate Governance Guidelines and our Code of Business Conduct apply to all of our directors, officers and teammates, including our President and Chief Executive Officer, Chief Financial Officer and Global Corporate Controller, and are available on our website at www.axiscapital.com. We intend to disclose on our website any required amendment to, or waiver of, a provision of the Code of Business Conduct that applies to our namedPresident and Chief Executive Officer, our Chief Financial Officer or our Global
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| AXIS 2024 Proxy Statement | 27 |
Corporate Controller. In addition, waivers of the Code of Business Conduct for our directors and executive officers.officers may be made only by our Board or the Corporate Governance, Nominating and Social Responsibility Committee and will be promptly disclosed to shareholders on our website in accordance with the listing standards of the NYSE. All directors, officers and teammates are required to certify their compliance with our Code of Business Conduct and Corporate Governance Guidelines annually.
Corporate Citizenship & Sustainability
Our corporate citizenship program identifies, assesses and manages on an ongoing basis the ESG factors that are relevant to our long-term financial performance. We take into account the input of core stakeholders, including our colleagues, our shareholders, our clients and our communities, and consider material ESG factors in our strategic planning and risk oversight process. We are committed to enhancing our sustainability practices through our corporate citizenship program. To that end, strategic enterprise goals for 2023 included increasing diverse representation in senior leadership (globally by gender and in the U.S. by race and ethnicity), advancing ESG initiatives by progressing ESG controls, integration and disclosure. At the end of 2023, management's performance in advancing this citizenship initiative was considered by the Human Capital and Compensation Committee when determining achievement for the full company under the non-financial portion of our annual incentive plan.
In 2023, we continued our transparency and accountability on corporate citizenship matters. AXIS published its second Task Force on Climate-Related Financial Disclosures report, annual report aligned with the Sustainable Accounting Standards Board and, for the first time, the data used to inform our Bloomberg Gender-Equality Index submission, which we have submitted directly to the organization since 2021. In addition, we continued to publish our annual disclosures as signatories of the United Nations Global Compact and the Principles for Sustainable Insurance, both of which we adopted in 2020. In 2023, we also decided to start a double materiality assessment as per the E.U.'s Corporate Sustainability Reporting Directive. We are proud that our citizenship initiatives earned us, among others, the Inside P&C Honors 2023, ESG Initiative of the Year award for our greenhouse gas reduction goals, Achievers 50 Most Engaged Workplaces for the second year in a row and the Forbes 2023 America's Best Midsize Employers award.
Our program focuses on two strategic pillars: the environment (which includes environmental sustainability and climate change factors) and DEI. Further, AXIS continued to focus our philanthropic giving on both climate and DEI.
Select initiatives in each of these areas are discussed below.
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| | Our Planet: Environment We recognize that climate-related risks are among the most serious issues facing the world today. We believe that the insurance industry has an important role to play in mitigating these risks and enabling the transition to a low-carbon economy. In an effort to do so, we continue to monitor, assess and mitigate the environmental impact of our business, exposures and operations. | |
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Our Business
At AXIS, we are here to help customers navigate dynamic risks. As such, we are here to help our customers manage climate-related risks as we focus on mitigating the environmental impact of our own business as well.
•Underwriting and product. AXIS continues to support the development of renewable energies and the transition to a low-carbon economy by offering comprehensive coverage and protection for renewable energy projects worldwide. We actively consider both climate-related risks and opportunities in our business across a range of areas and consider climate in how we underwrite, what we underwrite and what incentives we provide. In 2023, AXIS secured in-principle approval from Lloyd's to establish a new syndicate dedicated to providing capacity for new energy projects that have a critical role in supporting the transition to net zero and building a more resilient, economically sustainable world. Through Energy Resilience Syndicate
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2050, AXIS will be proud to provide a single access point to specialist insurance solutions for cross-class risks over the lifecycle of projects and activities associated with replacing or displacing fossil fuels through lower-carbon alternatives and supporting energy resilience during the transition phase.
•Investment. AXIS continues to integrate ESG considerations, including environmental factors, into its investment due diligence process. In accordance with our ESG Investment Policy Statement, AXIS integrates ESG metrics, including compliance with AXIS' Fossil Fuel Policy, into its investment evaluation as part of AXIS' manager scorecard process.
Our Operations
AXIS considers the environmental impact of our business and exposures as well as our operations.
•GHG Emissions. In 2023, we announced our commitment to a science-based aligned target of 50% absolute reduction of Scope 1 and 2 GHG emissions across our global operations by 2030, using a 2019 baseline. We continue to actively track and report our GHG emissions and have begun executing our plan to reduce our emissions and we currently are on target to achieve our goals.
•Supply Chain. AXIS continues to be a signatory of the Global Supply Chain Pledge launched by the Insurance Task Force of the Sustainable Markets Initiative to advance sustainable action in our supply chain. As a first step to address this pledge. AXIS launched a working group tasked with developing and implementing a global sustainable supply chain approach for the Company.
Our Voice
We are committed to using our voice to advocate on climate issues and are proud and active participants in industry-wide initiatives. Examples include:
•Sustainable Markets Initiative. AXIS continued its membership in the Sustainable Products and Services Workstream of the Sustainable Markets Initiative Insurance Task Force, convened by HRH the former Prince of Wales and chaired by Lloyd's.
•The Geneva Association. AXIS continued its membership in The Geneva Association, the international think tank of the insurance industry.
•University of Illinois – Gies College of Business. AXIS renewed its partnership with leading researchers and students at the University of Illinois. In 2023, AXIS funded four climate-related academic research projects and six faculty scholars through the Office of Risk Management & Insurance Research who address a variety of topics, including climate.
•Thought leadership opportunities on sustainability. AXIS periodically publishes thought leadership on renewable energy topics through our social media accounts and on our website. 2023 topics included the changing global risk landscape faced by the renewable energy sector, offshore wind, technological advancements and wind turbine service agreements.
Our Philanthropy
At AXIS, we strive to leave a positive imprint on the world by giving back to the communities where we live and work.
•In 2023, AXIS renewed its Global Giving Partnership with Adara, the World Wildlife Fund and the Ocean Conservancy. In addition, we allocated approximately 70% of local philanthropic funding to AXIS' ESG priority areas of climate and DEI.
•AXIS held the first all-AXIS global clean-up day which saw 14 clean ups worldwide with over 400 volunteers and almost 3,000 lbs of garbage collected to support Ocean Conservancy.
•AXIS was recognized as a 2023 U.S. Insurance Award recipient for Community Outreach Project of the Year (Pro Bono and Volunteer) for our Adara Bridging Worlds Challenge.
•AXIS partnered with the World Wildlife Fund and Solar Buddy and hosted events to build solar-powered lights for communities in developing countries.
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| | Our People: Diversity, Equity and Inclusion Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, which is why Diversity, Equity and Inclusion ("DEI") is a key pillar of our Corporate Citizenship program. By actively embracing a variety of perspectives, experiences and backgrounds and ensuring equal treatment for all, we strive to make AXIS a more rewarding place to work and a Company that continues to attract and retain talent. | |
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Our Approach
Our commitment to DEI brings diversity of experience, thought and perspective to bear in solving business problems and meeting the growing expectations of clients seeking to do business with partners who share their commitment to diversity. AXIS continues to progress its DEI efforts through a formalized approach.
•Internal Education and Awareness. AXIS continues to host a variety of DEI educational initiatives, including promotional videos, social media posts, philanthropy campaigns and learning experiences to promote awareness. We ask our employees to participate in our unconscious bias education during new hire onboarding and we sponsor a global forum every year on a topic selected by our DEI Council and Employee Resource Groups (ERGS). 2023 highlights are as follows:
–Collectively, our five ERGs, (AXIS Pride, Ethnically Diverse Group of Employees ("EDGE"), Parents and Caregivers, Veterans and Women) hosted over 15 events in 2023 ranging from domestic abuse awareness and training, actions to address xenophobia, celebrating Black History Month with a renowned U.K. scholar and more.
•Recruitment and Mobility.Our Talent Acquisition team continues to enhance and update its inclusive hiring best practices across AXIS. We prioritize havingdiverse interview slates, as well as identifying career mobility opportunities for existing staff. To reach talent in underrepresented communities we work with universities and professional organizations and partner with diverse internship programs. We also offer resources focused on eliminating bias during the selection process for hiring managers. 2023 highlights are as follows:
–Became a signatory to the U.K. Armed Forces Covenant, a commitment to support and improve employment opportunities for veterans.
–Launched Career Spotlights, a monthly event featuring three hiring managers who will spotlight their open roles to increase internal mobility within AXIS.
•Career Development. AXIS is committed to the development and retention of our people. We provide a variety of resources to help colleagues, such as access to our learning and development hub and financing professional development opportunities. We provide a menu of development programs for managers to identify opportunities to build an internal pipeline of talent. These include targeted programs to develop women and ethnically diverse teammates. 2023 highlights are as follows:
–Our annual DEI Forum focused on developing careers to build our internal talent pipeline at AXIS and was attended by more than 1,200 teammates.
–Over 100 teammates participated in the third annual mentorship event, which was held with leaders throughout the business who shared tips on networking, advancing careers, gaining broader exposure and provided realistic advice about the challenges and opportunities teammates face in their careers.
•Tools and Measurement. Understanding our progress is an important aspect of our program, which is why we have invested in tools to establish, report and benchmark progress against our DEI goals. We continue to measure diverse hiring, turnover, promotions, succession planning and candidate slates monthly and the gender pay gap annually. To continue
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| Corporate Governance |
| PROPOSAL 3. NON-BINDING VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION |
holding ourselves accountable and in an effort to increase transparency, AXIS has published its Bloomberg Gender Equality data and response for the first time.
•Our Voice. AXIS continues to raise awareness and promote DEI issues, policies and initiatives to drive change across the insurance industry. 2023 highlights are as follows:
–AXIS received the Armed Forces Covenant Employer Recognition Scheme Bronze Award.
–AXIS continued its partnership with the Center for Disability & Inclusion pledge, an organization focused on advancing inclusion in the workplace.
–AXIS continued to be a signatory of the CEO Action for Diversity & Inclusion pledge, reflecting our commitment to fostering a culture of inclusion.
–AXIS sponsored the 2023 Bermuda Pride Walk that was organized by OUTBermuda, an organization that promotes and supports the well-being of the LGBTQ community in Bermuda.
–AXIS continued to support Dive In, the insurance industry's festival for DEI. Further, AXIS was a Global Festival Partner for the third year in a row and the country lead for Ireland.
–AXIS supported its colleagues as they continued leadership positions in a variety of industry organizations dedicated to advancing DEI, such as Insider Progress, the National African American Insurance Association, the Association of Professional Insurance Women and the Wholesale & Specialty Insurance Association (WSIA) Diversity Foundation.
–AXIS partnered with St. John's University in the National African American Insurance Association Talent Competition for the third year.
–AXIS was awarded Insurance Business America's 5-Star DEI Award for the second year in a row.
–AXIS was included in the Bloomberg Gender Equality Index (GEI) for the third year in a row.
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| AXIS 2024 Proxy Statement | 31 |
Governance
We consider material ESG factors in our strategic planning and risk oversight process. Our governance includes Board of Director oversight, extensive management of senior executives and collaboration across the enterprise with staff-driven teams and committees. A summary of our governance structure is below and more detailed information follows.
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| Functional teams: | | | Board Committees | | | | Management Functions/Committees | | | | Sub-Committees and Working Groups | |
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Board of Directors (CEO is ultimately accountable for the company's ESG strategy) |
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Corporate Governance, Nominating and Social Responsibility Committee Formulates and oversees the Company's corporate citizenship and ESG strategy, objectives and formal ESG reporting | | Human Capital and Compensation Committee Oversees human capital management, including diversity, equity and inclusion (DEI), talent development and teammate engagement | | Risk Committee Oversees risks and opportunities related to the company's climate change exposure and reviews and approves the Company's Enterprise Risk Management (ERM) framework |
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| Executive Committee and Senior Leaders |
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Chief Investment Officer is responsible for developing the Company’s investment risks, including in relation to climate change | | | Chief Administrative and Legal Officer is Corporate Citizenship program sponsor and has management responsibility for ESG initiatives ESG Director is responsible for the implementation of our ESG initiatives Chief People Officer oversees human capital management | | | Chief Risk Officer leads our Group risk function, oversight and implementation of the Group’s ERM framework and climate-focused committees | | | Chief Underwriting Officer leads our underwriting office, which includes consideration of climate exposure management |
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Investment and Finance Committee oversees the Group’s investment activities, including receiving quarterly reports on the portfolio’s compliance with ESG restrictions and the fixed income portfolio’s aggregate ESG rating | | | Corporate Citizenship Committee Committee Chair dedicated lead, pillar leads oversee priority areas | | | Risk Management Committee Chief Risk Officer chairs Risk Management Committee and leads the ERM framework and climate pillar of Corporate Citizenship Committee | | | Exposure Management Including the Exposure Management Center of Excellence (EMCE) owns, manages and embeds the Company’s view of risk |
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| | Climate Change Working Group | | |
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| | Diversity, Equity and Inclusion Council | | | Emerging Risk Working Group | | | | |
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| | Global and Local Philanthropy Committees | | | Natural Catastrophe Committee |
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| 32 | AXIS 2024 Proxy Statement |
Overview
Board of Directors oversight. Our Board of Directors oversees corporate citizenship matters, including DEI, climate change strategy and climate-related risks and opportunities. Three Board committees assist the Board with corporate citizenship matters:
•Corporate Governance, Nominating and Social Responsibility Committee. Reviews AXIS’ corporate citizenship strategy, objectives, formal reporting and policies in specific areas such as environmental management. Oversight of human capital management matters is delegated to the Human Capital and Compensation Committee.
•Human Capital and Compensation Committee. Oversees human capital management, including talent development, DEI, human rights and team member engagement, with such authority delegated by the Corporate Governance, Nominating and Social Responsibility Committee.
•Risk Committee. Oversees the risks and opportunities related to the Company’s climate change exposure and initiatives and receives biannual reports relating to climate change as part of its standing agenda. Reviews and approves the Company’s Enterprise Risk Management ("ERM") framework, including policies and limits to address risks - such as climate risk - facing the Company.
Management Executive Committee and Senior Leadership oversight. Our executive committee and senior leaders are responsible for ensuring that our corporate citizenship initiatives and activities are consistent with our culture, values and business objectives.
•Chief Administrative and Legal Officer. Our Chief Administrative and Legal Officer serves as the Executive Committee sponsor of our Corporate Citizenship program and is responsible for implementation of the program and the Company’s ESG activities.
•Chief People Officer. Our Chief People Officer oversees our human capital management and is responsible for the development, maintenance and championing of AXIS' DEI strategies.
•Chief Risk Officer. Our Chief Risk Officer leads our Group Risk function and is responsible for oversight and implementation of the Group's ERM framework, including risks relating to climate change. Our Chief Risk Officer chairs the Risk Management Committee and reports to the Board and Risk Committee on climate risk. The Chief Risk Officer leads the Climate Change Working Group and the Emerging Risk Working Group.
•Chief Investment Officer. Our Chief Investment Officer is responsible for developing the Company's investment policies and guidelines, monitoring compliance with those guidelines and overseeing the Company's investment risks, including in relation to climate change. In accordanceaddition, along with our Risk and Investments team, our Chief Investment Officer oversees compliance with our Environmental, Social and Governance Investment Policy Statement.
•Chief Underwriting Officer. Our Chief Underwriting Officer has management responsibility for executing the Group's global underwriting strategy in line with the requirementsenterprise portfolio goals, including oversight of Section 14Aexposure management, reserving and consideration of climate risk within the portfolio. Our Chief Underwriting Officer is also responsible for ESG underwriting criteria, in partnership with our business unit CEOs.
•ESG Director. Our ESG Director chairs the Corporate Citizenship Committee, which focuses on climate as a key pillar. Responsibilities also include implementation of the Exchange Act (which was addedCommittee's activities such as overall strategy, goal-setting and program execution.
Teammate-led committees. Our senior leaders are supported by the Dodd-Frank Act)following committees, management working groups and teams that are actively involved in citizenship program areas.
•Corporate Citizenship Committee. Day-to-day management of our corporate citizenship program is handled by our Corporate Citizenship Committee, a cross-functional and global committee tasked with overall strategy, policies and governance, and our Risk Management Committee, the committee that leads the ERM framework and the related rulesclimate pillar of
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| AXIS 2024 Proxy Statement | 33 |
our Corporate Citizenship program. Dedicated pillar leads for climate, DEI and philanthropy oversee relevant staff working groups:
–Risk Management Committee.The Executive Committee has delegated some authority to the executive level Risk Management Committee ("RMC"), which consists of the SEC, weChief Executive Officer, Chief Financial Officer, Chief Underwriting Officer, AXIS Re CEO, Chief Risk Officer (Chair), Chief Information Officer, Chief People Officer, and Chief Administrative and Legal Officer. The RMC convenes quarterly and oversees the integrity and effectiveness of the Company's ERM framework and ensures that the firm's risk assumption and risk mitigation activities are consistent with that framework.
–Exposure Management.The Exposure Management team, including the Exposure Management Centre of Excellence (EMCE) advises on the exposure to risk, including climate risk. They own, manage and embed the Company's view of risk.
–Climate Change Working Group.Our Climate Change Working Group, chaired by our Chief Risk Officer, met regularly during the year, focusing specifically on climate-related risks. The Climate Change Working Group shares information concerning climate-related risks and opportunities with other internal committees and working groups, such as the Emerging Risk Working Group. The Climate Change Working Group is comprised of senior representatives across the business, including representatives from Finance, Risk, Insurance, Reinsurance, Legal and Communications.
–Emerging Risk Working Group. The Emerging Risk Working Group is responsible for tracking emerging risks according to their potential impact and time horizon and coordinating the Company's response to emerging risks and opportunities, including those related to climate change.
–Natural Catastrophe Committee. The Natural Catastrophe Committee oversees the firm's natural catastrophe risk management framework, including the validation of modeling and accumulation practices.
–Investment and Finance Committee. The Investment and Finance Committee, chaired by our Chief Investment Officer, receives quarterly reports on the investment grade fixed income portfolio's aggregate ESG rating and compliance with ESG restrictions. The committee also receives an annual report on relevant asset manager scorecards with ESG specific scores.
–DEI Council. Our DEI Council met regularly during the year. The Council is designed to encourage teammates with diverse perspectives and backgrounds to share their thoughts, ideas and recommendations. The Council is supported by an ancillary group of DEI Advocates who actively engage and promote the work of the Council.
–Philanthropy. Our global philanthropy committee, which consists of teammates world-wide, met regularly during the year to discuss the Company's global philanthropy initiatives. In addition to the global philanthropy committee, local employee-led philanthropy committees met regularly and organized volunteering events and contributed to local organizations.
–Enterprise Functional Teams. At AXIS, the following teams work across the enterprise to execute on our Corporate Citizenship strategy and report progress to senior management through the (i) Corporate Citizenship Committee, (ii) Risk Management Committee, (iii) Investment and Finance Committee and (iv) Exposure Management.
Financial Reporting
Vendor Management
Facilities
Investments
Underwriting
Legal and Compliance
Marketing and Communications
Human Resources
Risk Management
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| 34 | AXIS 2024 Proxy Statement |
Human Capital Management
AXIS Capital’s mission is not only to deliver strong financial results, but also to help our clients, brokers and partners navigate the challenges of a volatile world. We believe our teammates distinguish us from our competitors and are critical to our success as a specialty underwriter that leads with purpose. Our workforce’s strength is grounded in our One AXIS culture, which celebrates collaboration, diversity and integrity, as well as relentless execution and continuous learning, adapting and improving. We recognize that our strength lies in our people, and therefore, one of our core strategies is to invest in and support our employees, including in the proxy statementfollowing areas of focus:
Talent Development
At AXIS, investing in our people is a separate resolution subjecttop priority. We provide our teammates with a variety of professional development resources to shareholder votehelp them achieve their career goals. Some of our 2023 initiatives in furtherance of this goal are described below:
•Career Mobility Within the Organization. In 2023, 19% of our teammates progressed in their AXIS careers either through a promotion, transfer or role expansion.
•Learning at AXIS. We provide our employees access to determine,our online learning and development hub that reflects our commitment to continuing education. We offer over 9,800 online training courses.
•Professional Development. We offer financial assistance for external professional development opportunities and tuition reimbursement for certain part-time business-related degree programs. Additionally, we distributed a toolkit of career and leadership development options to managers to provide during recent talent reviews.
•Career Planning. AXIS ensures our people feel empowered to "own their careers" and upskill to prepare for future roles. AXIS Careers offers teammates a comprehensive suite of professional development tools, resources and training modules to help navigate career experiences and upskilling across our global organization. This includes leadership development, mentoring programs and job secondments, shadows and swaps. In 2023, AXIS teammates completed over 11,000 on-demand or instructor-led virtual learning and development courses.
Health, Safety and Wellness
We are committed to the health, safety and wellness of our workforce and offer our teammates a variety of tools to support their physical, emotional and financial well-being. Examples include access to mental health resources, back-up child and elder care and on-demand fertility, maternity, postpartum and return-to-work assistance. We offer a hybrid working model that provides flexibility to our teammates and encourages using our offices as a tool by being intentional about the time we spend in person. We strive to be an employer of choice and we expect this approach will help us recruit and retain talent.
Diversity, Equity and Inclusion
Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, which is why diversity, equity and inclusion ("DEI") is a key pillar of our Corporate Citizenship program. See "Corporate Citizenship & Sustainability – Our People: Diversity, Equity and Inclusion" for a discussion of our 2023 DEI initiatives.
Teammate Engagement
We understand that employee engagement leads to a more satisfying and fulfilling workplace and motivates teammates to do their best work. Our engagement initiatives include: (i) our global recognition program, AXIS Applause, which recognizes the contributions of AXIS colleagues and drives strong performance, (ii) community building events for AXIS teammates and their families and (iii) our teammate-led charitable giving program which helps our teammates give back to their communities. In addition, to provide an open and frequent line of communication between senior management and our teammates, we host Company-wide calls led by our CEO on a monthly basis and we encourage our people managers to periodically check in with their teammates.
Each year we periodically conduct enterprise-wide engagement surveys to better understand and improve the teammate experience and identify opportunities to strengthen our culture. Managers and teams reflect on the survey results and develop enterprise-wide and local action plans to address areas identified for progress. In 2023, approximately 86% of employees participated in the engagement survey. We are proud to have maintained strong survey engagement and scores in a non-binding vote, whether a shareholder vote to approve the compensationyear of our named executive officers (that is, votes similar to the non-binding vote in Proposal No. 2) should occur every one, two or three years.
After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate policy for AXIS at this time, and therefore our Board of Directors recommends that you vote for future advisory votes on executive compensation to occur annually.
In formulating its recommendation, our Board of Directors recognized that the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance. However, because executive compensation disclosures are made annually, the Board of Directors considered that an annual advisory vote on executive compensation will allow our shareholders to provide us with their direct and immediate input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices.
Recommendation of the Board
The Board recommends that you vote “1 YEAR” with respect to the vote to determine the frequency of shareholder votes on executive compensation. However, notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.organizational change.
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| PROPOSAL 3. NON-BINDING VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION | |
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| LETTER FROM THE HUMAN CAPITAL AND COMPENSATION COMMITTEE CHAIRS |
| AXIS 2024 Proxy Statement | 35 |
2022 represented an important inflection point for AXIS. Reflecting back on 2022, we made meaningful progress towards achieving our long-term goals and produced solid financial results for the year. We generated record premium production, reduced our expense ratio, grew underwriting income by 35% and improved our overall combined ratio by 1.7 points to 95.8%. Through our strategic repositioning of AXIS as a leading specialty underwriter, our exit from the volatile property catastrophe reinsurance market, our leadership and organizational changes, and ultimately, our decision to appoint a new CEO, we took decisive actions to drive sustainable profitable growth and increased shareholder value.Leadership Transition
In December 2022, we announced that our Board appointedEffective May 4, 2023, Vincent Tizzio to succeedsucceeded Albert Benchimol as our President and Chief Executive OfficeOfficer and as a director. Since assuming the position, Mr. Tizzio has made progress in executing the Company's strategic imperatives, improving key operating and underlying financial metrics in 2023. We believe Mr. Tizzio has taken our strategy to the next level, and leading by example, he has set clear expectations for the fast execution of that strategy.
As planned, upon Mr. Tizzio's succession to President and Chief Executive Officer, Albert Benchimol assumed a new role as a strategic advisor through December 31, 2023 and then departed the Company.
For more information regarding compensation matters related to AXIS' leadership transition, see "Compensation Discussion and Analysis."
Executive Compensation
Key compensation actions for 2023 included aligning pay and performance by:
•Rewarding outstanding underlying financial results and progress on our strategic business goals by paying the CEO and Named Executive Officers' annual incentive at a range of 90 to 120% of target.
•Paying no amount for the 2021 performance based restricted stock units, due to our relative total shareholder return for the past three-year period lagging behind our peers.
•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."
Corporate Governance Highlights
Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:
•Regular shareholder engagement
•Annual Board and committee self-evaluations
•Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating and Social Responsibility Committees
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| 4 | AXIS 2024 Proxy Statement |
•None of our directors serve on the board of directors of more than three other publicly-held corporations
•Majority vote standard for election of directors
•No stockholder rights plan (“poison pill”)
•Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting
Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote
In addition to our regular investor relations efforts, we have a robust shareholder outreach program. Shareholder feedback is shared with the Board and helps to inform enhancements to our executive compensation, governance and corporate citizenship practices.
In 2023 we reached out to shareholders representing over 60% of our outstanding common shares. In the spring, we held meetings with holders representing approximately 29% of our outstanding shares and in the fall, we held meetings with holders representing approximately 21% of our outstanding shares. Michael Millegan, our Human Capital and Compensation Committee Chair, and our Board Chair, Henry Smith, led engagement efforts and actively participated in all of the meetings.
Our 2023 Say on Pay vote received support from 78% of the votes cast. During our comprehensive outreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and learned that much of the feedback related to the legacy contract with our former CEO. We believe we have substantially resolved their concerns in the new employment contract with Mr. Tizzio, which is aligned with current market practices and substantially reduces the total severance payable upon the Company's termination of the agreement.
For more information on shareholder engagement and our response to the 2023 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Summary – Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote."
Prompt return of your proxy will help reduce the costs of re-solicitation.
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| AXIS 2024 Proxy Statement | 5 |
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| Proposal 1: Election of Directors |
Board Structure
Our Board is divided into three classes, designated as Class I, Class II and Class III. The term for each Class I director expires at this year’s Annual General Meeting to be held on May 16, 2024; the term for each Class III director will expire at the Annual General Meeting in 2025; and the term for each Class II director will expire at the Annual General Meeting in 2026. At each annual general meeting of the Company, the successors of the class of directors whose term expires at that meeting will be elected for a term expiring at the annual general meeting to be held in the third year following the year of their election.
Four Class I directors are to be elected at this year's Annual General Meeting, to serve until the Company’s Annual General Meeting in 2027. All of the nominees are currently directors. Our Corporate Governance, Nominating and Social Responsibility Committee recommended all of the nominees to our Board for election at the meeting and all nominees have consented to serve on our Board. We do not expect that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the Annual General Meeting, proxy cards authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by our Board.
Our Board has reviewed its classified board structure and continues to believe that this structure provides greater stability and continuity in the Board’s membership and in the direction and guidance that it provides to the Company’s management. As compared to an annual election process, this approach promotes a long-term perspective of our strategic objectives and has proved beneficial to our CEO and executive management in establishing the Company’s short- and long-term priorities. The classified board structure also ensures that at any given time, a majority of the directors serving on the Board will have substantial knowledge of the Company and its business, values, competitive environment, risks and strategic goals. We believe directors who have experience with the Company are better positioned to make decisions that are best for the Company and its shareholders, particularly given the complexity of the specialty insurance industry. In addition, three-year terms assist in recruiting highly qualified directors who are willing to commit the time and resources to develop a deep understanding of the Company and its business, and encourage a long-term view. After carefully considering the arguments for and against continuation of the classified board structure, we believe that a classified election process remains in the best interests of the Company and our shareholders.
Our classified structure has not impeded refreshment of our Board. Since 2018, we have added nine new directors, with a variety of backgrounds and skill sets. 75% of our current directors joined the board since 2018. Our Corporate Governance, Nominating and Social Responsibility Committee believes that the most effective boards have directors with a balanced range of tenures, combining Company history with fresh perspectives. To that end, the Corporate Governance, Nominating and Social Responsibility Committee regularly tracks the span of director tenures, together with its review of skills, backgrounds and personal attributes.
Skills, Qualifications and Experience of Directors
For the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of integrity with significant accomplishments in their chosen fields. The Corporate Governance, Nominating and Social Responsibility Committee is responsible for recommending qualified candidates for directorships to be filled by the Board or by our shareholders. Directors are expected to bring a diversity of experiences, skills and perspectives to our Board.
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| AXIS 2024 Proxy Statement | 7 |
The Committee considers the qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity and fairness to be of paramount importance. It also examines experience, diversity, knowledge and skills in business judgment, leadership, strategic planning, general management practices and crisis response. In addition, the Committee looks for candidates with financial expertise and a willingness and ability to commit the time required to fully discharge their responsibilities to the Board. The Committee evaluates candidates based on their qualifications and not based on the manner in which they were submitted for consideration.
The Committee views diversity as an essential element of our Board’s composition and effectiveness. Attributes that will be additive to our overall Board's diversity, such as race, gender identity, age, sexual orientation, ethnicity and national origin, are considered in the identification and evaluation of our director candidates.
As reflected in the chart below, we believe our Board offers a diverse range of skills and experience to provide effective oversight of the Company and create long-term growth through successful execution of the Company's strategic initiatives.
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| Directors | Becker | Davis | Dowling | Galanski | Hardwick | Millegan | Ramey | Smith | Theis | Tizzio | Yastine | Zlatkus |
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Experiential Criteria(1) | | | | | | | | | | | | |
| Public Company Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Digital Experience | | | | | ✓ | ✓ | | | | | ✓ | |
| Insurance Experience | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Reinsurance Experience | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | |
| Finance Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
| International Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ |
| Banking Experience | ✓ | ✓ | | | ✓ | | | ✓ | | | ✓ | ✓ |
| Legal/Regulatory Experience | ✓ | | ✓ | ✓ | | | | | ✓ | | | |
| Composition | | | | | | | | | | | | |
| Other Current U.S.-Listed Public Boards | 1 | 1 | 0 | 0 | 0 | 2 | 0 | 0 | 0 | 0 | 3 | 1 |
| Average Age = 66.5 years | 71 | 75 | 65 | 65 | 51 | 65 | 80 | 75 | 66 | 57 | 64 | 65 |
| Average Tenure = 7.3 years | 3.8 | 22.4 | 4.2 | 0.2 | 5.4 | 3.0 | 14.7 | 19.9 | 3.0 | 0.9 | 5.7 | 5.0 |
| Racially/Ethnically Diverse | | | | | | ✓ | | | | | | |
| Gender Diverse | | | ✓ | | ✓ | | | | | | ✓ | ✓ |
1.Competencies with a “✓” indicate substantial professional experience.
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| 8 | AXIS 2024 Proxy Statement |
Board Refreshment Process
Our Board is committed to orderly director succession planning and having a diversity of perspectives, skills and experiences on our Board aligned with our long-term strategy. While our Board benefits immensely from the industry expertise of our longer-tenured directors, we recognize the importance of regular, thoughtful refreshment and have launched a director succession planning process starting in 2018. The Committee identified the skills and experience that are needed to lead the Company into the future, in line with our evolving strategy, and therefore, we evaluated director candidates based upon these desired qualities, attributes and skills. Our Corporate Governance, Nominating and Social Responsibility Committee has engaged a third-party search firm to identify and evaluate potential candidates for service on our Board. This succession planning has been conducted over time, as part of a multi-stage process, to ensure that the Company continues to benefit from the Company-specific expertise of our longer-tenured directors, balanced with the fresh perspectives brought by our newer directors.
Our director succession planning and refreshment process emphasizes the importance of diversity, including diversity of race, gender identity, age, sexual orientation, ethnicity and national origin, geographic location and cultural background. Our process is also focused on expanding the collective skills and experience of our Board with our new directors bringing deep industry and financial expertise, regulatory experience, innovative thinking and strategic perspective. The Committee considers a broad spectrum of backgrounds, skills and personal and professional experiences to ensure a strong and effective Board that is responsive to the Company's evolving needs.
Due to the Company's proactive approach to director succession planning, the Company added four independent directors with diverse and valuable skill sets in the last four years. Additionally, nine of the Board's twelve directors joined the Board in July 2018 or later, including four women and one racially/ethnically diverse director. We believe that these actions bring fresh perspectives and deliberations to our Board and reflect our commitment to Board refreshment.
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| AXIS 2024 Proxy Statement | 9 |
Board Diversity
While we have not adopted a formal Board diversity policy, the Corporate Governance, Nominating and Social Responsibility Committee views diversity as a key element of our Board’s composition and effectiveness. The Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.
Highlights of our directors include the following:
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11 out of 12 Directors are independent | |
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7.3 years Average Director Tenure | |
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42% 5 out of 12 Directors are gender or racially/ethnically diverse | |
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| 10 | AXIS 2024 Proxy Statement |
Director Nominees
The table below sets forth the names, ages, classes and positions of the nominees who are standing for election at this year's Annual General Meeting. WhenThe biographies that follow provide business experience and public company directorships held during the last five years.
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| Name | Age | Class | Position | Since |
| Charles Davis | 75 | I | Independent Director | November 2001 |
| Elanor Hardwick | 51 | I | Independent Director | November 2018 |
| Axel Theis | 66 | I | Independent Director | April 2021 |
| Barbara Yastine | 64 | I | Independent Director | July 2018 |
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| | | Recommendation of the Board The Board recommends that you vote“FOR”the election of these nominees. | |
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| | Charles Davis |
| Experience •Current Chief Executive Officer of Stone Point Capital LLC, serving since June 2005. •Held various executive positions at MMC Capital, Inc., a subsidiary of Marsh & McLennan Companies, Inc., from 1998 until May 2005, serving as the Chief Executive Officer from 1999 to 2005 and as Chairman from 2002 to 2005. Also served as a Vice Chairman of Marsh & McLennan Companies, Inc. from 1999 to November 2004. •Spent 23 years at Goldman Sachs & Co. LLC, where, among other positions, Mr. Davis served as head of Investment Banking Services worldwide; head of the Financial Services Industry Group; General Partner; Senior Director; and Limited Partner. U.S.-listed Company Boards The Progressive Corporation. Former director of The Hershey Company from 2007 to 2021. The Board believes that Mr. Davis is qualified to serve as a director based on his distinguished career in investment banking, his extensive knowledge of corporate finance and his experience in the insurance industry. |
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Age: 75 | |
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Education: B.A. from the University of Vermont and M.B.A. from Columbia Business School | |
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Committees: Member of Finance Committee, Risk Committee and Executive Committee | |
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| AXIS 2024 Proxy Statement | 11 |
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| | Elanor Hardwick |
| Experience •Former Chief Digital Officer of UBS, leading the bank’s innovation and digitization activities across all business lines and functions globally, serving from 2018 to June 2020. •Served as Head of Innovation of Deutsche Bank from 2016 to 2018, leading innovation across business lines and functions globally and supporting the company’s digital strategy development. •Served as Chief Executive Officer from 2011 to 2016, of Credit Benchmark Ltd., a FinTech start-up and provider of credit risk data, leading the company from its foundation. •Held a succession of senior leadership positions at Thomson Reuters from 2005 to 2011 including Global Head of Strategy, Investment and Advisory; Global Head of Professional Publishing; and Head of Strategy for Europe and Asia. •Held positions at Morgan Stanley International from 2002 to 2005; Booz-Allen & Hamilton from 1997 to 2000; and the United Kingdom’s Department of Trade and Industry from 1995 to 1997. •Currently serves on the boards of Alpha Bank S.A. and Alpha Services and Holdings S.A., an Athens Stock Exchange-listed banking group. U.S.-listed Company Boards None The Board believes that Ms. Hardwick is qualified to serve as a director based on her leadership positions in the financial services and FinTech industries, including her experience leading global innovation and digital strategy initiatives at UBS and Deutsche Bank. |
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Age: 51 | |
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Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | |
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Committees: Member of Human Capital and Compensation Committee and Corporate Governance, Nominating and Social Responsibility Committee | |
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| 12 | AXIS 2024 Proxy Statement |
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| | Axel Theis |
| Experience •Served in various management roles during his distinguished 33-year career with Allianz SE, including as a member of the Allianz Board of Management from 2015 to 2020; Chief Executive Officer of Allianz Global Corporate & Specialty SE from 2006 to 2014; and Chief Executive Officer of Allianz Global Risks Ruckversicherungs from 2004 to 2006. •Also served on Allianz’s U.K. subsidiary board as Chairman from 2015 to 2018, as a member of the U.S. and Irish subsidiaries of Allianz from 2015 to 2018 and as Chairman of Allianz’ French credit insurance company, Euler Hermes from 2015 to 2019. U.S.-listed Company Boards None The Board believes Dr. Theis is qualified to serve as a director based on his 33 years of multinational experience at Allianz and his experience leading (re)insurance and asset management businesses of significant scale across the European and global markets. |
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Age: 66 | |
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Education: Ph.D. from the Eberhard Karls Universität Tübingen | |
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Committees: Member of Audit Committee and Risk Committee | |
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| | Barbara Yastine |
| Experience •Former Chair and Chief Executive Officer of Ally Bank, a digital banking leader. Served as Chair from 2010 to 2015 and became interim Chief Executive Officer and President in 2011 before serving as Chief Executive Officer and President beginning in 2012. Also served as Chief Administrative Officer of Ally Financial from 2010 to 2012. •Previously served as a director and co-Chief Executive Officer of privately held Lebenthal Holdings, LLC from September 2015 to June 2016. In November 2017, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. •Held various executive roles at Citigroup and Credit Suisse First Boston spanning over 17 years. U.S.-listed Company Boards Primerica, Inc., Zions Bancorporation and Alkami Technology, Inc. Former director of First Data Corporation from September 2016 to July 2019. The Board believes that Ms. Yastine is qualified to serve as a director based on her more than 30 years of management experience in the financial services and risk management sectors, including her prior role as Chair, Chief Executive Officer and President of Ally Bank. |
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Age: 64 | |
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Education: B.A. in Journalism from New York University and M.B.A. from New York University | |
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Committees: Chair of Corporate Governance, Nominating and Social Responsibility Committee and Member of Audit Committee | |
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| AXIS 2024 Proxy Statement | 13 |
Directors Continuing in Office
The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the Annual General Meeting but whose term of office will continue after the meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.
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| Name | Age | Class | Position | Since |
Vincent Tizzio(1) | 57 | III | President and Chief Executive Officer | May 2023 |
| W. Marston Becker | 71 | II | Independent Director | June 2020 |
| Anne Melissa Dowling | 65 | III | Independent Director | January 2020 |
| Stanley Galanski | 65 | III | Independent Director | January 2024 |
| Michael Millegan | 65 | II | Independent Director | April 2021 |
| Thomas Ramey | 80 | II | Independent Director | July 2009 |
| Henry Smith | 75 | III | Independent Director | May 2004 |
| Lizabeth Zlatkus | 65 | II | Independent Director | March 2019 |
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| | Vincent Tizzio |
| Experience •Serves as our President and Chief Executive Officer. Mr. Tizzio previously served as CEO, Specialty Insurance and Reinsurance from June 2022 to May 2023 and as a Senior Advisor - Insurance Market Strategy from January 2022 to June 2022. •Served as Executive Vice President and Head of Global Specialty at The Hartford from May 2019 through August 2021. •Prior to joining The Hartford, Mr. Tizzio spent seven years as President and CEO of Navigators Management Company. U.S.-listed Company Boards None The Board believes that Mr. Tizzio is qualified to serve as a director based on his deep knowledge of the specialty insurance industry and his proven track record of managing an insurance business, with a comprehensive understanding of underwriting and go to market strategies. |
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Age: 57 | |
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Education: Education: B.S. from Adelphi University | |
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Committees: Member of Executive Committee | |
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| 14 | AXIS 2024 Proxy Statement |
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| | W. Marston Becker |
| Experience •Served as Chairman of the Board of QBE Insurance Group from 2014 until April 2020. •Served as Chairman and Chief Executive Officer of Alterra Capital Holdings Limited from 2006 to 2013, Trenwick Group, Ltd. from 2002 to 2005, the run-off for LaSalle Re Holdings from 2002 to 2008 and Orion Capital Corporation from 1996 to 2000. •Served as President and Chief Executive Officer of McDonough Caperton Insurance Group, Inc. from 1987 to 1994. •Holds the Chartered Financial Analyst designation and is an admitted attorney in West Virginia. U.S.-listed Company Boards MVB Financial Corp. The Board believes that Mr. Becker is qualified to serve as a director based on his 37 years of experience, including Chief Executive Officer and Chairman leadership positions in the insurance and financial industries. |
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Age: 71 | |
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Education: B.A. from West Virginia University and J.D. from West Virginia University | |
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Committees: Chair of Risk Committee and Member of Human Capital and Compensation Committee and Executive Committee | |
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| | Anne Melissa Dowling |
| Experience •Served as Director of Insurance for the State of Illinois from 2015 to 2017 and as Deputy (and Acting) Commissioner of Insurance for the State of Connecticut from 2011 to 2015. •Held executive management roles in the areas of investments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group; Connecticut Mutual Life Insurance Company; Travelers Insurance Company; and at Aetna Life & Casualty, where she began her career in 1982. •Holds the Chartered Financial Analyst designation. U.S.-listed Company Boards None The Board believes that Ms. Dowling is qualified to serve as a director based on her insurance industry expertise including 25 years of executive management in the private sector and, most recently in the public sector, as Director of the Illinois Department of Insurance. |
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Age: 65 | |
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Education: B.A. from Amherst College and M.B.A. from Columbia Business School | |
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Committees: Chair of Finance Committee and Member of Risk Committee | |
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| AXIS 2024 Proxy Statement | 15 |
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| | Stanley Galanski |
| Experience •Currently serves as Chief Executive Officer of G68 Capital, an advisory and consulting firm for the insurance industry. •Served as President and Chief Executive Officer of The Navigators Group from 2003 until its 2019 acquisition by The Hartford. •Previously served as CEO of Intercargo Corporation, President of New Hampshire Insurance Company and in various management and underwriting roles at Chubb over a 15-year tenure. U.S.-listed Company Boards None. The Board believes that Mr. Galanski is qualified to serve as a director based on his robust experience in the property and casualty insurance industry, including his deep underwriting knowledge and executive management experience. |
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Age: 65 | |
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Education: B.A. from the University of Pittsburgh | |
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Committees: Member of Risk Committee | |
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| | Michael Millegan |
| Experience •Has served as Founder and Chief Executive Officer of Millegan Advisory Group-3 LLC, a strategic advisory firm for early-stage companies since February 2014. •Held executive leadership and management roles at Verizon over the course of his 33-year tenure in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations, including President of Verizon Global Wholesale Group, President of Verizon Digital Media Service, Area President of Verizon Midwest Region and Senior Vice President of Verizon Enterprise Operations. U.S.-listed Company Boards Portland General Electric Company. Former director of CoreSite Realty Corporation from February to December 2021 prior to its acquisition and Wireless Telecom Group, Inc. from November 2016 to August 2023. The Board believes that Mr. Millegan is qualified to serve as a director based on his 33 years of leadership experience, including his experience running a business to business network and working with global companies, along with his knowledge in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations. |
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Age: 65 | |
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Education: B.A. from Angelo State University and M.B.A. from Angelo State University | |
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Committees: Chair of Human Capital and Compensation Committee and Member of Finance Committee | |
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| 16 | AXIS 2024 Proxy Statement |
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| | Thomas Ramey |
| Experience •Former Chairman and President of Liberty International, a wholly owned subsidiary of Liberty Mutual Group, from 1997 to 2009. Also served as Executive Vice President of Liberty Mutual Group from 1995 to 2009. •Served as President and Chief Executive Officer of American International Healthcare, a subsidiary of AIG, from 1986 to 1992. •Founder and President of an international healthcare trading company, including health maintenance organization (HMO) consulting and management. U.S.-listed Company Boards Former director of UroCor, Inc. from 1996 to 2001 prior to its acquisition by Dianon Systems Inc. The Board believes that Mr. Ramey is qualified to serve as a director based on his extensive insurance industry knowledge and significant background in international insurance operations, acquisitions and management. |
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Age: 80 | |
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Education: B.A. from Texas Tech University and M.A. from Tulane University | |
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Committees: Member of Audit Committee and Corporate Governance, Nominating and Social Responsibility Committee | |
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| | Henry Smith |
| Experience •Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006. •Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004. •Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer; Executive Vice President Europe; and Senior Vice President and General Manager, Retail Banking. U.S.-listed Company Boards None The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda. |
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Age: 75 | |
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Education: B.A. from Trinity College-Hartford | |
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Committees: Chair of Executive Committee | |
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| AXIS 2024 Proxy Statement | 17 |
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| | Lizabeth Zlatkus |
| Experience •Served in various senior leadership positions during her tenure with The Hartford Financial Services Group from 1983 to 2011, including Chief Financial Officer and Chief Risk Officer of the firm and Co-President of Hartford Life Insurance Companies and as Executive Vice President of The Hartford's international operations and the group life and disability divisions. U.S.-listed Company Boards Pathward Financial, Inc. (formerly known as Meta Financial Group). Former director of Computer Sciences Corporation from 2016 to 2017 and Boston Private Financial Holdings, Inc. from 2015 to 2021. The Board believes that Ms. Zlatkus is qualified to serve as a director based upon her leadership experience with insurance organizations, including her prior roles as Chief Financial Officer and Co-President as well as her executive management background in risk and operations during her 28-year career with The Hartford Financial Services Group. |
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Age: 65 | |
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Education: B.S. from Pennsylvania State University | |
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Committees: Chair of Audit Committee and Member of Finance Committee and Executive Committee | |
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| 18 | AXIS 2024 Proxy Statement |
Corporate Governance Highlights
Corporate governance is an area of significant focus for our Board and is a critical component of our success in driving sustained shareholder value. Highlights of our corporate governance standards are provided below:
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| þ | Majority vote standard for election of directors. Each director must be elected by a majority of votes cast, not a plurality. | | þ | Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting |
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| þ | No “over-boarding.” None of our directors serve on the board of directors of more than three other publicly held corporations. | | þ | Majority independent Board. All of our directors are independent, except for our CEO. |
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| þ | Regular shareholder engagement. We regularly engage with our shareholders to better understand their perspectives. | | þ | Independent Audit, Human Capital and Compensation and Corporate Governance, Nominating and Social Responsibility Committees |
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| þ | No hedging the economic risk of owning AXIS stock or pledging of AXIS stock for loans or other obligations | | þ | Robust Code of Business Conduct. AXIS is committed to operating its business with the highest level of ethical conduct and has adopted a Code of Business Conduct that applies to all employees and officers as well as the Board of Directors. Our Code of Business Conduct is available at www.axiscapital.com. |
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| þ | Regular Board and Committee self-evaluation process | |
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| þ | Active Board refreshment process | |
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| þ | Board Attendance. No director attended less than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served | | þ | Stock Ownership Guidelines. All of our directors, NEOs and other senior executives are required to maintain compliance with their required minimum stock ownership amounts. |
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| AXIS 2024 Proxy Statement | 19 |
Director Independence
Under the Company's Corporate Governance Guidelines, our Board must be composed of a majority of directors who are independent of the Company's management. For a director to be deemed independent, the Board must affirmatively determine that he or she does not have a direct or indirect material relationship with the Company. In addition, the director must meet the independence requirements of the New York Stock Exchange ("NYSE").
Our Board currently consists of twelve directors, eleven of whom are independent. The Board has affirmatively determined that each of Messrs. Becker, Davis, Galanski, Millegan, Ramey, Smith and Theis and Mses. Dowling, Hardwick, Yastine and Zlatkus are independent in accordance with the Company’s Corporate Governance Guidelines and the listing standards of the NYSE, including with respect to committee service. Mr. Tizzio is not independent as Mr. Tizzio serves as our President and Chief Executive Officer. The Board has made these determinations based primarily on a review of each director's responses to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors. The Board also considers the recommendations of the Corporate Governance, Nominating and Social Responsibility Committee which thoughtfully assesses independence on an annual basis, regularly tracks and considers fees paid to Stone Point Capital LLC and its affiliates ("Stone Point") and other factors as well as the advice of outside counsel experienced in these matters.
As part of its analysis to determine director independence during fiscal year 2023, the Board considered whether Mr. Galanski's son's employment by the Company would have any impact on his independence. Following consideration of all relevant facts and circumstances, including the fact that he is not an executive officer and the terms of his employment are consistent with the Company’s human resources policies, the Board determined that his son's employment did not impair Mr. Galanski's independence. With respect to Charles Davis, the Board reviewed his current relationship with Stone Point and assets that we currently have under management with affiliates of Stone Point, along with his indirect share ownership of the Company through Stone Point (refer to "Principal Shareholders" later in this proxy statement). The Board has determined that none of these relationships constitutes a material relationship with us as defined in the listing standards of the NYSE and in accordance with the Company's Corporate Governance Guidelines. For more details about these relationships and the related transactions, see “Certain Relationships and Related Transactions” below.
Board and Committee Evaluations
We believe that a robust Board and committee evaluation process is an essential component of good governance. At AXIS, our Board and committee members conduct annual self-evaluations covering a range of topics. The self-evaluation process is facilitated and overseen by our Corporate Governance, Nominating and Social Responsibility Committee to ensure a rigorous assessment of Board and committee effectiveness, priorities, and composition and to inform our refreshment and succession planning efforts. The Corporate Governance, Nominating and Social Responsibility Committee reported and implemented actionable feedback to further improve the process.
Certain Relationships and Related Transactions
Policies and Procedures for Transactions with Related Persons. We have established procedures for reviewing transactions between us and any director, executive officer or holder of five percent or more of our voting securities, or an immediate family member of any such person. These procedures help us evaluate whether any such related person transaction could impair the independence of a director or present a conflict of interest on the part of a director or executive officer. With the assistance of the Company’s General Counsel, our Corporate Governance, Nominating and Social Responsibility Committee, a committee comprised of independent directors, is required to consider and approve all transactions in which AXIS participates, a related person may have a direct or indirect material interest in the transaction and the aggregate amount involved may exceed $120,000. When reviewing transactions, the Corporate Governance, Nominating and Social Responsibility Committee considers any factors it deems relevant, including (i) whether the transaction is in the ordinary course of business of the Company, (ii) whether the transaction is on terms no less favorable than terms available to an unaffiliated third party, (iii) the related party’s interest in the transaction, (iv) the approximate dollar value of the transaction, (v) the purpose of the transaction, (vi) the disclosure obligations of the Company, (vii) the conflict of interest provisions of our Code of Business Conduct, and (viii) any other information that may be considered material.
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| 20 | AXIS 2024 Proxy Statement |
Related persons include any of our directors, director nominees or executive officers, certain of our shareholders and their respective immediate family members. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests.
Our Code of Business Conduct requires all directors, officers and teammates who may have either a potential or apparent conflict of interest to promptly disclose such conflict to our General Counsel. We seek affirmative confirmation of compliance with our Code of Business Conduct from our directors, officers and teammates annually. Additionally, each year, our directors and executive officers complete questionnaires that require the identification of any arrangements or transactions in which they or their family members have an interest. Further, directors are requested to disclose any new conflicts of interest at each quarterly board meeting, and they are expected to recuse themselves from any matters involving a potential conflict.
Stanley Galanski joined our Board in January 2024. Mr. Galanski's son is employed by a Company affiliate in a non-executive officer position and received total annual compensation of approximately $737,014 in 2023.
The following is a summary of related party transactions between the Company and affiliates of Stone Point, a private equity firm that specializes in the insurance and financial services industry, including owning several specialized investment managers. Charles Davis is the Chief Executive Officer of Stone Point. From a process perspective, while the Finance Committee approves the Company's strategic asset allocation ranges, each individual investment was evaluatingapproved by management’s Investment and Finance Management Committee and as previously noted, by our Corporate Governance, Nominating and Social Responsibility Committee (i.e., Mr. Davis was not involved in management’s decision to invest in Stone Point-affiliated entities).
•In the ordinary course of business, the Company engages SKY Harbor Capital Management, LLC, a portfolio company of investment funds managed by Stone Point, to manage certain of our high yield debt portfolios representing approximately 9% of our total investments. In 2023, we paid $3 million to SKY Harbor Capital Management, LLC in fees relating to these portfolios.
•We have an investment of $17 million in the Freedom Consumer Credit Fund, LLC Series B, the manager of which is Freedom Financial Asset Management, LLC, an indirect subsidiary of Pantheon Partners, LLC (“Pantheon”). Investment funds managed by Stone Point own approximately 14.5% of Pantheon. During 2023, fees paid to Freedom Financial Asset Management, LLC totaled $1 million.
•We have a $87 million investment in Stone Point’s private equity fund, Trident VIII L.P. ("Trident VIII") and co-investments of $26 million. In 2023, we paid and accrued $2 million in fees to Stone Point in connection with our investment in Trident VIII. We pay no fees to Stone Point in connection with our co-investments.
•We have a $24 million investment in Stone Point's private equity fund, Trident IX L.P. ("Trident IX"). In 2023, fees paid to Stone Point in relation to Trident IX were $700,000.
•We have $9 million of co-investments with Gordon Brothers, a majority-owned portfolio company of Stone Point's Trident VII L.P. fund that participates in distressed corporate restructurings. In 2023, we paid $100,000 in aggregate fees to Gordon Brothers with respect to these co-investments.
•We have a $43 million investment in Rialto Real Estate IV-Property ("Rialto") and co-investments of $19 million with Rialto Real Estate Fund IV-Property, a fund managed by a portfolio company of Stone Point’s private equity fund, Trident VII L.P. In 2023, we paid Rialto Capital Management $2 million in fees in connection with these investments.
•We have a $18 million investment in Stone Point Credit Corporation. In 2023, $500,000 in fees were paid relating to this investment. In connection with our seed investment in Stone Point Credit Corporation, the Company received an investment in Stone Point Credit LLC currently valued at $100,000. We pay no fees to Stone Point in connection with this investment. In addition, we have a $18 million investment in Stone Point Credit Corporation bonds. In 2023, AXIS earned $1 million in interest in connection with this transaction. The coupon rate on the bonds is 5.83%.
•We have a $5 million investment in a syndicated accounts receivable loan for which Sound Point Capital Management L.P., an affiliate of certain principals of Stone Point, is the lead originator. We pay no fees to Sound Point Capital in connection with our investment.
•We have a $7 million investment in a loan to Eagle Point Credit Management LLC, which is majority-owned by Trident IX.
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| AXIS 2024 Proxy Statement | 21 |
•We have a $6 million investment in cumulative preferred shares of Aspida Holdings Ltd. This investment was syndicated to the Company by Stone Point.
•We have a $22 million investment in Monarch Point Re, a newly created collateralized reinsurer which is jointly sponsored by the Company and Stone Point. In 2023, we paid Stone Point $60,000 in fees in connection with this investment.
The Corporate Governance, Nominating and Social Responsibility Committee reviewed each of the Stone Point affiliate transactions before approval to confirm each transaction was no less favorable than those provided to other investors. In addition, the Committee reviews all relationships with Stone Point affiliates annually and whenever a new transaction is proposed to the Committee.
Board Committees
Our Board maintains Audit, Human Capital and Compensation, Corporate Governance, Nominating and Social Responsibility, Finance, Risk and Executive Committees. Current copies of the charter for each of these committees, as well as our Corporate Governance Guidelines, are available on our website at https://investor.axiscapital.com/corporate-governance/committee-composition/default.aspx. The table below sets forth the Company's committee membership as of January 1, 2024 and 2023 meeting information for each committee. In addition, the table identifies the independent directors, as determined by our Board based on the NYSE listing standards and our Corporate Governance Guidelines.
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| Name | Audit | Human Capital and Compensation | Corporate Governance, Nominating and Social Responsibility | Finance | Risk | Executive | Independent Director |
| | | | | | | |
| W. Marston Becker | | l | | | p | l | ü |
| Charles Davis | | | | l | l | l | ü |
| Anne Melissa Dowling | | | | p | l | | ü |
| Stanley Galanski | | | | | l | | ü |
| Elanor Hardwick | | l | l | | | | ü |
| Michael Millegan | | p | | l | | | ü |
| Thomas Ramey | l | | l | | | | ü |
| Henry Smith | | | | | | p | ü |
| Axel Theis | l | | | | l | | ü |
| Vincent Tizzio | | | | | | l | |
| Barbara Yastine | l | | p | | | | ü |
| Lizabeth Zlatkus | p | | | l | | l | ü |
| 2023 Meetings | 10 | 7 | 5 | 4 | 4 | 0 | |
pChair lMember
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| 22 | AXIS 2024 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | The Audit Committee has general responsibility for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit function and independent auditors. The Committee appoints, retains and determines the compensation for our independent auditors, pre-approves the fees and services of the independent auditors and reviews the scope and results of their audit. The Audit Committee has been established in accordance with Rule 10A-3 of the Exchange Act. Each member of the Audit Committee is a non-management director and is independent based on the listing standards of the NYSE and our Corporate Governance Guidelines. Our Board has determined that each of Mr. Ramey and Theis and Ms. Yastine and Zlatkus qualify as an audit committee financial expert pursuant to the rules and regulations of the SEC. |
| | Audit Committee | | | |
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| | Members: Lizabeth Zlatkus (Chair), Thomas Ramey, Axel Theis, Barbara Yastine | | | |
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| | Number of Meetings in 2023: 10 | | | |
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| | | | | | The Human Capital and Compensation Committee recommends compensation for our Chief Executive Officer to the Board, and it approves compensation to certain other executives in light of our established corporate performance goals and reviews and approves overall officer, management and employee compensation policies, incentive compensation plans, equity-based plans and director compensation. In addition, the Human Capital and Compensation Committee has primary oversight of the Company's human capital management efforts, including talent development, DEI, human rights, and employee engagement (as delegated by the Corporate Governance, Nominating and Social Responsibility Committee). Each member of this Committee is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines, including the heightened standards applicable to compensation committee members, and is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. For a description of our processes and procedures for the consideration and determination of executive and director compensation, see “Compensation Discussion and Analysis” and “2023 Director Compensation” later in this proxy statement. |
| | Human Capital and Compensation Committee | | |
| | | | |
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| | Members: Michael Millegan (Chair), W. Marston Becker, Elanor Hardwick | | |
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| | Number of Meetings in 2023: 7 | | |
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| AXIS 2024 Proxy Statement | 23 |
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| | | | | | The Corporate Governance, Nominating and Social Responsibility Committee takes a leadership role in shaping our corporate governance by identifying and recommending qualified director nominees, overseeing the purpose, structure and composition of our Board committees and periodically reviewing our Code of Business Conduct and Corporate Governance Guidelines. The Committee also establishes and oversees our Board and committee evaluation process which occurs annually. Additionally, the Committee oversees our ESG and sustainability initiatives which are considered to be an essential part of our governance and are discussed in further detail in this proxy statement. The Committee delegates oversight of human capital management, a component of the Company's ESG program, to the Company's Human Capital and Compensation Committee. Each member of this Committee is a non-management director and is independent as defined in the listing standards of the NYSE and in accordance with our Corporate Governance Guidelines. |
| | Corporate Governance, Nominating and Social Responsibility Committee | | |
| | | | |
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| | Members: Barbara Yastine (Chair), Elanor Hardwick, Thomas Ramey | | |
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| | Number of Meetings in 2023: 5 | | |
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| | | | | | The Finance Committee oversees the investment and treasury functions of the Company, including the investment of funds and financing facilities. Its responsibilities include: approving our investment policies and guidelines, reviewing the performance of the investment portfolio, monitoring the need for additional financing, overseeing compliance with outstanding debt facility covenants and making recommendations to the Board concerning the Company's dividend policy. |
| | Finance Committee | | | |
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| | Members: Anne Melissa Dowling (Chair), Charles Davis, Michael Millegan, Lizabeth Zlatkus | | | |
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| | Number of Meetings in 2023: 4 | | | |
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| | | | | | The Risk Committee assists the Board in its oversight of risks to which the Company is exposed and monitors compliance with our aggregate risk standards and risk appetite. The Risk Committee also reviews compensation practices to determine whether our policies and plans are consistent with the Company’s risk framework and do not encourage excessive risk taking. |
| | Risk Committee | | | |
| | | | | |
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| | Members: W. Marston Becker (Chair), Charles Davis, Anne Melissa Dowling, Axel Theis, Stanley Galanski | | | |
| | | | | |
| | | | | |
| | | | | |
| | Number of Meetings in 2023: 4 | | | |
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| 24 | AXIS 2024 Proxy Statement |
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| | | | | | The Executive Committee may exercise the authority of the Board when a quorum of the Board is not available, except in cases where the action of the entire Board is required by our memorandum of association, our bye-laws or applicable law. |
| | Executive Committee | | | |
| | | | | |
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| | Members: Henry Smith (Chair), W. Marston Becker, Charles Davis, Vincent Tizzio, Lizabeth Zlatkus | | | |
| | | | | |
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| | Number of Meetings in 2023: 0 | | | |
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Meetings of the Board and Its Committees
Pursuant to our Corporate Governance Guidelines, we expect our directors to attend all meetings of our Board, all meetings of all committees of the Board on which they serve and each annual general meeting, absent exigent circumstances. Our Board met six times during the year ended December 31, 2023. No director attended less than 75% of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served (during the period that each director served on the Board or such committee(s)). All of our directors then in office attended our 2023 Annual General Meeting.
Meetings of Non-Management Directors
The Board believes that one of the key elements of effective, independent oversight is for the independent directors to meet in executive session on a regular basis without the presence of management. In 2023, the independent directors met in executive session at each of our four regularly scheduled Board meetings. Mr. Smith, our independent Chair, chaired these sessions.
Board Leadership Structure
The Board believes that the decision of whether to combine or separate the positions of Chief Executive Officer and Chair varies from company to company and depends upon a company’s particular circumstances at a given point in time. The Board continues to believe that separating the Chief Executive Officer and Chair positions is the appropriate leadership structure for our company and is in the best interests of our shareholders. Mr. Tizzio serves as our President and Chief Executive Officer, and Mr. Smith serves as our Chair of the Board. Mr. Smith represents the Board in communications with shareholders, provides input on the design of the Board and plays an active role in presenting risk matters to the Board for consideration. Mr. Smith, as Chair, acts independently of our Chief Executive Officer. Our Board believes that this structure best encourages the free and open dialogue of alternative views, provides for strong checks and balances and brings continuity of leadership in light of our leadership transition in 2023. Additionally, the Chair’s attention to Board and committee matters allows Mr. Tizzio to focus more specifically on overseeing the Company’s day-to-day operations and underwriting activities as well as strategic opportunities and planning.
Under the Company's Corporate Governance Guidelines, the Company is not required to have a "Lead Independent Director" because Mr. Smith qualifies as an independent chair.
Human Capital and Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, Mr. Becker, Mr. Millegan and Ms. Hardwick served on our Human Capital and Compensation Committee. None of our Human Capital and Compensation Committee members have served or serve as an officer or employee of the Company. In addition, during fiscal year 2023, none of our executive officers served on the board of directors
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| AXIS 2024 Proxy Statement | 25 |
or compensation committee (or its equivalent) of another entity at any time during which an executive officer of such other entity served on our Board or Human Capital and Compensation Committee.
Consideration of Director Nominees
The Corporate Governance, Nominating and Social Responsibility Committee will consider candidates recommended by shareholders to be nominated to our Board for election at the next CEO,Annual General Meeting. A shareholder who wishes to submit a candidate for consideration must be a shareholder of record at the time that such shareholder submits a candidate for nomination and must be entitled to vote for the candidate at the meeting. For a shareholder nominee to be considered for inclusion in the Company's proxy materials, our Corporate Secretary must receive the written proposal no later than 120 days prior to the anniversary of the date the Company released the proxy materials for the prior year's annual general meeting; provided, that, if the date of the annual general meeting is moved more than 30 days before or after the anniversary date of the annual general meeting for the prior year, the deadline will instead be a reasonable time before we begin to print and mail our proxy materials. The notice must include:
•the name, age and business and residence addresses of the candidate;
•the principal occupation or employment of the candidate;
•the number of common shares or other securities of the Company beneficially owned by the candidate;
•all other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and
•the candidate’s written consent to be named in the proxy statement and to serve as a director if elected.
The notice also must include information on the shareholder submitting the nomination, including the shareholder’s name and address as it appears on our share register and the number of our common shares beneficially owned by the shareholder.
Communications with Board of Directors
Shareholders and other interested parties may send communications to our Board by sending written notice to our Corporate Secretary at our headquarters at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda. The notice may specify whether the communication is directed to the entire Board, to the non-management directors or to a particular Board committee or other director. Our Corporate Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if the Corporate Secretary so determines, will forward the communication to our Chair of the Board, to the non-management directors or to the appropriate committee chair or director. At each meeting of our Board, our Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors upon request.
Board Oversight and Risk Management
With assistance from the Risk Committee of the Board of Directors, the Board oversees the integrity and effectiveness of our enterprise risk management ("ERM") framework and ensures that our risk assumption and risk mitigation activities are consistent with that framework. The Risk Committee reviews, challenges, approves and monitors our overall risk strategy related to short-, medium- and long-term risks, including our risk appetite and key risk limits and receives regular reports from the Group Risk Management function to ensure any significant risk issues are being addressed by management. Further, the Risk Committee reviews, with management and Internal Audit, the Company’s general policies and procedures and ensures that effective systems of risk management and controls are established, maintained and aligned with disclosure processes. Among its other responsibilities, the Risk Committee also reviews and approves the Company's annual Own Risk and Solvency Assessment reports and reviews emerging risks and regular reports from the Emerging Risk Working Group. The Risk Committee assesses the independence and objectivity of our Group Risk Management function, approves its terms of reference and reviews its ongoing activities.
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| 26 | AXIS 2024 Proxy Statement |
The risk oversight responsibility of our Board of Directors and its committees, including the Risk Committee, is supported by our management-led Risk Management Committee (the "RMC"). In addition to the RMC, there is an established framework of separate yet complementary management committees and subcommittees, each focusing on a different aspect of our ERM. For more information on our management committees and framework, refer to "Risk and Capital Management" in our Annual Report on Form 10-K for the year ended December 31, 2023.
Risks to the Company are assessed on an ongoing basis, with input from external sources including our reinsurance counterparties, our brokers and external auditors and from specialist advisors, for example in relation to reserve risk, internal model validation.
Following a recommendation by the Chief Executive Officer, the Risk Committee also conducts a review and provides a recommendation to the Board of Directors regarding the appointment and/or removal of the Chief Risk Officer. The Risk Committee meets with the Chief Risk Officer in executive sessions on a regular basis.
The Finance Committee of the Board of Directors oversees the Company’s investment of funds and adequacy of financing facilities. This includes approval of our strategic asset allocation ranges. The Audit Committee of the Board of Directors, which is supported by Internal Audit, is responsible for overseeing internal controls and compliance procedures, and also reviews our policies regarding risk assessment and risk management with management and the Chair of the Risk Committee.
Climate Change Risk
Our Risk Committee oversees the risks and opportunities related to the Company's climate change exposure and initiatives and receives biannual reports relating to climate change as part of its comprehensive succession planning process, it was focused on hiringstanding agendas.
Information Security Risk
With over 30 years of industry cybersecurity experience, the best leader possibleCompany’s Chief Information Security Officer ("CISO") is the member of the Company’s management team with primary responsibility for AXIS during a critical period. the development, operation, and maintenance of the Company’s information security program. The CISO supervises the Company’s cybersecurity team, facilitates the incident response plan and acts as the liaison to the Company’s executive management team, including relaying strategies, resource requests and incident updates.
The Board, knew that we neededalong with the Risk and Audit Committees of the Board, oversees our information security program. In 2023, our Board and Risk and Audit Committees received periodic updates throughout the year on cybersecurity matters, and these updates are part of their standing agendas. These updates include reports regarding items such as cybersecurity strategies, program effectiveness, key risks and performance metrics related to find an individual with deep specialty insurance underwriting expertise, the vision to deliver a transformational strategy for AXIS,Company’s information security program and the abilityCompany’s mitigating controls.
The Company has processes in place to further enhanceidentify, assess and monitor material risks from cybersecurity threats, which are part of the Company's abilityCompany’s overall enterprise risk management process and have been embedded in the Company’s operating procedures, internal controls and information systems. Information relating to attract top talentcybersecurity and galvanizeinformation security is contained in the section titled “Cybersecurity” in our global team.Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Compensation Risk
For information regarding compensation-related risks, see "Compensation Discussion and Analysis – Risk Management and Compensation."
Code of Business Conduct and Corporate Governance Guidelines
Our Corporate Governance Guidelines, along with our Code of Business Conduct and the charters of each of the committees of our Board, provide a framework for the corporate governance of the Company addressing matters such as director qualification standards, director responsibilities and duties and compensation of our directors. Our Corporate Governance Guidelines and our Code of Business Conduct apply to all of our directors, officers and teammates, including our President and Chief Executive Officer, Chief Financial Officer and Global Corporate Controller, and are available on our website at www.axiscapital.com. We foundintend to disclose on our website any required amendment to, or waiver of, a provision of the Code of Business Conduct that leaderapplies to our President and Chief Executive Officer, our Chief Financial Officer or our Global
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| AXIS 2024 Proxy Statement | 27 |
Corporate Controller. In addition, waivers of the Code of Business Conduct for our directors and executive officers may be made only by our Board or the Corporate Governance, Nominating and Social Responsibility Committee and will be promptly disclosed to shareholders on our website in Vincent Tizzio.accordance with the listing standards of the NYSE. All directors, officers and teammates are required to certify their compliance with our Code of Business Conduct and Corporate Governance Guidelines annually.
Corporate Citizenship & Sustainability
Our corporate citizenship program identifies, assesses and manages on an ongoing basis the ESG factors that are relevant to our long-term financial performance. We take into account the input of core stakeholders, including our colleagues, our shareholders, our clients and our communities, and consider material ESG factors in our strategic planning and risk oversight process. We are committed to enhancing our sustainability practices through our corporate citizenship program. To successfully retain a new CEO whothat end, strategic enterprise goals for 2023 included increasing diverse representation in senior leadership (globally by gender and in the U.S. by race and ethnicity), advancing ESG initiatives by progressing ESG controls, integration and disclosure. At the end of 2023, management's performance in advancing this citizenship initiative was uniquely suited to lead AXIS' transformation,considered by the Human Capital and Compensation Committee advisedwhen determining achievement for the full company under the non-financial portion of our annual incentive plan.
In 2023, we continued our transparency and accountability on corporate citizenship matters. AXIS published its second Task Force on Climate-Related Financial Disclosures report, annual report aligned with the Sustainable Accounting Standards Board and, for the first time, the data used to inform our Bloomberg Gender-Equality Index submission, which we have submitted directly to the organization since 2021. In addition, we continued to publish our annual disclosures as signatories of the United Nations Global Compact and the Principles for Sustainable Insurance, both of which we adopted in 2020. In 2023, we also decided to start a double materiality assessment as per the E.U.'s Corporate Sustainability Reporting Directive. We are proud that our citizenship initiatives earned us, among others, the Inside P&C Honors 2023, ESG Initiative of the Year award for our greenhouse gas reduction goals, Achievers 50 Most Engaged Workplaces for the second year in a row and the Forbes 2023 America's Best Midsize Employers award.
Our program focuses on two strategic pillars: the environment (which includes environmental sustainability and climate change factors) and DEI. Further, AXIS continued to focus our philanthropic giving on both climate and DEI.
Select initiatives in each of these areas are discussed below.
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| | Our Planet: Environment We recognize that climate-related risks are among the most serious issues facing the world today. We believe that the insurance industry has an important role to play in mitigating these risks and enabling the transition to a low-carbon economy. In an effort to do so, we continue to monitor, assess and mitigate the environmental impact of our business, exposures and operations. | |
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Our Business
At AXIS, we are here to help customers navigate dynamic risks. As such, we are here to help our customers manage climate-related risks as we focus on mitigating the environmental impact of our own business as well.
•Underwriting and product. AXIS continues to support the development of renewable energies and the transition to a low-carbon economy by offering comprehensive coverage and protection for renewable energy projects worldwide. We actively consider both climate-related risks and opportunities in our business across a range of areas and consider climate in how we underwrite, what we underwrite and what incentives we provide. In 2023, AXIS secured in-principle approval from Lloyd's to establish a new syndicate dedicated to providing capacity for new energy projects that have a critical role in supporting the transition to net zero and building a more resilient, economically sustainable world. Through Energy Resilience Syndicate
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| 28 | AXIS 2024 Proxy Statement |
2050, AXIS will be proud to provide a single access point to specialist insurance solutions for cross-class risks over the lifecycle of projects and activities associated with replacing or displacing fossil fuels through lower-carbon alternatives and supporting energy resilience during the transition phase.
•Investment. AXIS continues to integrate ESG considerations, including environmental factors, into its independent compensation consultant,investment due diligence process. In accordance with our ESG Investment Policy Statement, AXIS integrates ESG metrics, including compliance with AXIS' Fossil Fuel Policy, into its investment evaluation as part of AXIS' manager scorecard process.
Our Operations
AXIS considers the environmental impact of our business and exposures as well as our operations.
•GHG Emissions. In 2023, we announced our commitment to a science-based aligned target of 50% absolute reduction of Scope 1 and 2 GHG emissions across our global operations by 2030, using a 2019 baseline. We continue to actively track and report our GHG emissions and have begun executing our plan to reduce our emissions and we currently are on target to achieve our goals.
•Supply Chain. AXIS continues to be a signatory of the Global Supply Chain Pledge launched by the Insurance Task Force of the Sustainable Markets Initiative to advance sustainable action in our supply chain. As a first step to address this pledge. AXIS launched a working group tasked with developing and implementing a global sustainable supply chain approach for the Company.
Our Voice
We are committed to using our voice to advocate on climate issues and are proud and active participants in industry-wide initiatives. Examples include:
•Sustainable Markets Initiative. AXIS continued its membership in the Sustainable Products and Services Workstream of the Sustainable Markets Initiative Insurance Task Force, convened by HRH the former Prince of Wales and chaired by Lloyd's.
•The Geneva Association. AXIS continued its membership in The Geneva Association, the international think tank of the insurance industry.
•University of Illinois – Gies College of Business. AXIS renewed its partnership with leading researchers and students at the University of Illinois. In 2023, AXIS funded four climate-related academic research projects and six faculty scholars through the Office of Risk Management & Insurance Research who address a variety of topics, including climate.
•Thought leadership opportunities on sustainability. AXIS periodically publishes thought leadership on renewable energy topics through our social media accounts and on our website. 2023 topics included the changing global risk landscape faced by the renewable energy sector, offshore wind, technological advancements and wind turbine service agreements.
Our Philanthropy
At AXIS, we strive to leave a positive imprint on the world by giving back to the communities where we live and work.
•In 2023, AXIS renewed its Global Giving Partnership with Adara, the World Wildlife Fund and the Ocean Conservancy. In addition, we allocated approximately 70% of local philanthropic funding to AXIS' ESG priority areas of climate and DEI.
•AXIS held the first all-AXIS global clean-up day which saw 14 clean ups worldwide with over 400 volunteers and almost 3,000 lbs of garbage collected to support Ocean Conservancy.
•AXIS was recognized as a 2023 U.S. Insurance Award recipient for Community Outreach Project of the Year (Pro Bono and Volunteer) for our Adara Bridging Worlds Challenge.
•AXIS partnered with the World Wildlife Fund and Solar Buddy and hosted events to build solar-powered lights for communities in developing countries.
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| AXIS 2024 Proxy Statement | 29 |
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| | Our People: Diversity, Equity and Inclusion Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, which is why Diversity, Equity and Inclusion ("DEI") is a key pillar of our Corporate Citizenship program. By actively embracing a variety of perspectives, experiences and backgrounds and ensuring equal treatment for all, we strive to make AXIS a more rewarding place to work and a Company that continues to attract and retain talent. | |
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Our Approach
Our commitment to DEI brings diversity of experience, thought and perspective to bear in solving business problems and meeting the growing expectations of clients seeking to do business with partners who share their commitment to diversity. AXIS continues to progress its DEI efforts through a formalized approach.
•Internal Education and Awareness. AXIS continues to host a variety of DEI educational initiatives, including promotional videos, social media posts, philanthropy campaigns and learning experiences to promote awareness. We ask our employees to participate in our unconscious bias education during new hire onboarding and we sponsor a global forum every year on a topic selected by our DEI Council and Employee Resource Groups (ERGS). 2023 highlights are as follows:
–Collectively, our five ERGs, (AXIS Pride, Ethnically Diverse Group of Employees ("EDGE"), Parents and Caregivers, Veterans and Women) hosted over 15 events in 2023 ranging from domestic abuse awareness and training, actions to address xenophobia, celebrating Black History Month with a renowned U.K. scholar and more.
–DEI learning experiences are created by a committee of AXIS colleagues and published monthly.
•Recruitment and Mobility.Our Talent Acquisition team continues to enhance and update its inclusive hiring best practices across AXIS. We prioritize havingdiverse interview slates, as well as identifying career mobility opportunities for existing staff. To reach talent in underrepresented communities we work with universities and professional organizations and partner with diverse internship programs. We also offer resources focused on eliminating bias during the selection process for hiring managers. 2023 highlights are as follows:
–Became a signatory to the U.K. Armed Forces Covenant, a commitment to support and improve employment opportunities for veterans.
–Launched Career Spotlights, a monthly event featuring three hiring managers who will spotlight their open roles to increase internal mobility within AXIS.
•Career Development. AXIS is committed to the development and retention of our people. We provide a variety of resources to help colleagues, such as access to our learning and development hub and financing professional development opportunities. We provide a menu of development programs for managers to identify opportunities to build an internal pipeline of talent. These include targeted programs to develop women and ethnically diverse teammates. 2023 highlights are as follows:
–Our annual DEI Forum focused on developing careers to build our internal talent pipeline at AXIS and was attended by more than 1,200 teammates.
–Over 100 teammates participated in the third annual mentorship event, which was held with leaders throughout the business who shared tips on networking, advancing careers, gaining broader exposure and provided realistic advice about the challenges and opportunities teammates face in their careers.
•Tools and Measurement. Understanding our progress is an important aspect of our program, which is why we have invested in tools to establish, report and benchmark progress against our DEI goals. We continue to measure diverse hiring, turnover, promotions, succession planning and candidate slates monthly and the gender pay gap annually. To continue
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| 30 | AXIS 2024 Proxy Statement |
holding ourselves accountable and in an effort to increase transparency, AXIS has published its Bloomberg Gender Equality data and response for the first time.
•Our Voice. AXIS continues to raise awareness and promote DEI issues, policies and initiatives to drive change across the insurance industry. 2023 highlights are as follows:
–AXIS received the Armed Forces Covenant Employer Recognition Scheme Bronze Award.
–AXIS continued its partnership with the Center for Disability & Inclusion pledge, an organization focused on advancing inclusion in the workplace.
–AXIS continued to be a signatory of the CEO Action for Diversity & Inclusion pledge, reflecting our commitment to fostering a culture of inclusion.
–AXIS sponsored the 2023 Bermuda Pride Walk that was organized by OUTBermuda, an organization that promotes and supports the well-being of the LGBTQ community in Bermuda.
–AXIS continued to support Dive In, the insurance industry's festival for DEI. Further, AXIS was a Global Festival Partner for the third year in a row and the country lead for Ireland.
–AXIS supported its colleagues as they continued leadership positions in a variety of industry organizations dedicated to advancing DEI, such as Insider Progress, the National African American Insurance Association, the Association of Professional Insurance Women and the Wholesale & Specialty Insurance Association (WSIA) Diversity Foundation.
–AXIS partnered with St. John's University in the National African American Insurance Association Talent Competition for the third year.
–AXIS was awarded Insurance Business America's 5-Star DEI Award for the second year in a row.
–AXIS was included in the Bloomberg Gender Equality Index (GEI) for the third year in a row.
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| AXIS 2024 Proxy Statement | 31 |
Governance
We consider material ESG factors in our strategic planning and risk oversight process. Our governance includes Board of Director oversight, extensive management of senior executives and collaboration across the enterprise with staff-driven teams and committees. A summary of our governance structure is below and more detailed information follows.
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| Functional teams: | | | Board Committees | | | | Management Functions/Committees | | | | Sub-Committees and Working Groups | |
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Board of Directors (CEO is ultimately accountable for the company's ESG strategy) |
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Corporate Governance, Nominating and Social Responsibility Committee Formulates and oversees the Company's corporate citizenship and ESG strategy, objectives and formal ESG reporting | | Human Capital and Compensation Committee Oversees human capital management, including diversity, equity and inclusion (DEI), talent development and teammate engagement | | Risk Committee Oversees risks and opportunities related to the company's climate change exposure and reviews and approves the Company's Enterprise Risk Management (ERM) framework |
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| Executive Committee and Senior Leaders |
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Chief Investment Officer is responsible for developing the Company’s investment risks, including in relation to climate change | | | Chief Administrative and Legal Officer is Corporate Citizenship program sponsor and has management responsibility for ESG initiatives ESG Director is responsible for the implementation of our ESG initiatives Chief People Officer oversees human capital management | | | Chief Risk Officer leads our Group risk function, oversight and implementation of the Group’s ERM framework and climate-focused committees | | | Chief Underwriting Officer leads our underwriting office, which includes consideration of climate exposure management |
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Investment and Finance Committee oversees the Group’s investment activities, including receiving quarterly reports on the portfolio’s compliance with ESG restrictions and the fixed income portfolio’s aggregate ESG rating | | | Corporate Citizenship Committee Committee Chair dedicated lead, pillar leads oversee priority areas | | | Risk Management Committee Chief Risk Officer chairs Risk Management Committee and leads the ERM framework and climate pillar of Corporate Citizenship Committee | | | Exposure Management Including the Exposure Management Center of Excellence (EMCE) owns, manages and embeds the Company’s view of risk |
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| | Climate Change Working Group | | |
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| | Diversity, Equity and Inclusion Council | | | Emerging Risk Working Group | | | | |
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| | Global and Local Philanthropy Committees | | | Natural Catastrophe Committee |
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| 32 | AXIS 2024 Proxy Statement |
Overview
Board of Directors oversight. Our Board of Directors oversees corporate citizenship matters, including DEI, climate change strategy and climate-related risks and opportunities. Three Board committees assist the Board with corporate citizenship matters:
•Corporate Governance, Nominating and Social Responsibility Committee. Reviews AXIS’ corporate citizenship strategy, objectives, formal reporting and policies in specific areas such as environmental management. Oversight of human capital management matters is delegated to the Human Capital and Compensation Committee.
•Human Capital and Compensation Committee. Oversees human capital management, including talent development, DEI, human rights and team member engagement, with such authority delegated by the Corporate Governance, Nominating and Social Responsibility Committee.
•Risk Committee. Oversees the risks and opportunities related to the Company’s climate change exposure and initiatives and receives biannual reports relating to climate change as part of its standing agenda. Reviews and approves the Company’s Enterprise Risk Management ("ERM") framework, including policies and limits to address risks - such as climate risk - facing the Company.
Management Executive Committee and Senior Leadership oversight. Our executive committee and senior leaders are responsible for ensuring that our corporate citizenship initiatives and activities are consistent with our culture, values and business objectives.
•Chief Administrative and Legal Officer. Our Chief Administrative and Legal Officer serves as the Executive Committee sponsor of our Corporate Citizenship program and is responsible for implementation of the program and the Company’s ESG activities.
•Chief People Officer. Our Chief People Officer oversees our human capital management and is responsible for the development, maintenance and championing of AXIS' DEI strategies.
•Chief Risk Officer. Our Chief Risk Officer leads our Group Risk function and is responsible for oversight and implementation of the Group's ERM framework, including risks relating to climate change. Our Chief Risk Officer chairs the Risk Management Committee and reports to the Board and Risk Committee on climate risk. The Chief Risk Officer leads the Climate Change Working Group and the Emerging Risk Working Group.
•Chief Investment Officer. Our Chief Investment Officer is responsible for developing the Company's investment policies and guidelines, monitoring compliance with those guidelines and overseeing the Company's investment risks, including in relation to climate change. In addition, along with our Risk and Investments team, our Chief Investment Officer oversees compliance with our Environmental, Social and Governance Investment Policy Statement.
•Chief Underwriting Officer. Our Chief Underwriting Officer has management responsibility for executing the Group's global underwriting strategy in line with the enterprise portfolio goals, including oversight of exposure management, reserving and consideration of climate risk within the portfolio. Our Chief Underwriting Officer is also responsible for ESG underwriting criteria, in partnership with our business unit CEOs.
•ESG Director. Our ESG Director chairs the Corporate Citizenship Committee, which focuses on climate as a key pillar. Responsibilities also include implementation of the Committee's activities such as overall strategy, goal-setting and program execution.
Teammate-led committees. Our senior leaders are supported by the following committees, management working groups and teams that are actively involved in citizenship program areas.
•Corporate Citizenship Committee. Day-to-day management of our corporate citizenship program is handled by our Corporate Citizenship Committee, a cross-functional and global committee tasked with overall strategy, policies and governance, and our Risk Management Committee, the committee that leads the ERM framework and the climate pillar of
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| AXIS 2024 Proxy Statement | 33 |
our Corporate Citizenship program. Dedicated pillar leads for climate, DEI and philanthropy oversee relevant staff working groups:
–Risk Management Committee.The Executive Committee has delegated some authority to the executive level Risk Management Committee ("RMC"), which consists of the Chief Executive Officer, Chief Financial Officer, Chief Underwriting Officer, AXIS Re CEO, Chief Risk Officer (Chair), Chief Information Officer, Chief People Officer, and Chief Administrative and Legal Officer. The RMC convenes quarterly and oversees the integrity and effectiveness of the Company's ERM framework and ensures that the firm's risk assumption and risk mitigation activities are consistent with that framework.
–Exposure Management.The Exposure Management team, including the Exposure Management Centre of Excellence (EMCE) advises on the exposure to risk, including climate risk. They own, manage and embed the Company's view of risk.
–Climate Change Working Group.Our Climate Change Working Group, chaired by our Chief Risk Officer, met regularly during the year, focusing specifically on climate-related risks. The Climate Change Working Group shares information concerning climate-related risks and opportunities with other internal committees and working groups, such as the Emerging Risk Working Group. The Climate Change Working Group is comprised of senior representatives across the business, including representatives from Finance, Risk, Insurance, Reinsurance, Legal and Communications.
–Emerging Risk Working Group. The Emerging Risk Working Group is responsible for tracking emerging risks according to their potential impact and time horizon and coordinating the Company's response to emerging risks and opportunities, including those related to climate change.
–Natural Catastrophe Committee. The Natural Catastrophe Committee oversees the firm's natural catastrophe risk management framework, including the validation of modeling and accumulation practices.
–Investment and Finance Committee. The Investment and Finance Committee, chaired by our Chief Investment Officer, receives quarterly reports on the investment grade fixed income portfolio's aggregate ESG rating and compliance with ESG restrictions. The committee also receives an annual report on relevant asset manager scorecards with ESG specific scores.
–DEI Council. Our DEI Council met regularly during the year. The Council is designed to encourage teammates with diverse perspectives and backgrounds to share their thoughts, ideas and recommendations. The Council is supported by an ancillary group of DEI Advocates who actively engage and promote the work of the Council.
–Philanthropy. Our global philanthropy committee, which consists of teammates world-wide, met regularly during the year to discuss the Company's global philanthropy initiatives. In addition to the global philanthropy committee, local employee-led philanthropy committees met regularly and organized volunteering events and contributed to local organizations.
–Enterprise Functional Teams. At AXIS, the following teams work across the enterprise to execute on our Corporate Citizenship strategy and report progress to senior management through the (i) Corporate Citizenship Committee, (ii) Risk Management Committee, (iii) Investment and Finance Committee and (iv) Exposure Management.
Financial Reporting
Vendor Management
Facilities
Investments
Underwriting
Legal and Compliance
Marketing and Communications
Human Resources
Risk Management
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Human Capital Management
AXIS Capital’s mission is not only to deliver strong financial results, but also to help our clients, brokers and partners navigate the challenges of a volatile world. We believe our teammates distinguish us from our competitors and are critical to our success as a specialty underwriter that leads with purpose. Our workforce’s strength is grounded in our One AXIS culture, which celebrates collaboration, diversity and integrity, as well as relentless execution and continuous learning, adapting and improving. We recognize that our strength lies in our people, and therefore, one of our core strategies is to invest in and support our employees, including in the following areas of focus:
Talent Development
At AXIS, investing in our people is a top priority. We provide our teammates with a variety of professional development resources to help them achieve their career goals. Some of our 2023 initiatives in furtherance of this goal are described below:
•Career Mobility Within the Organization. In 2023, 19% of our teammates progressed in their AXIS careers either through a promotion, transfer or role expansion.
•Learning at AXIS. We provide our employees access to our online learning and development hub that reflects our commitment to continuing education. We offer over 9,800 online training courses.
•Professional Development. We offer financial assistance for external professional development opportunities and tuition reimbursement for certain part-time business-related degree programs. Additionally, we distributed a toolkit of career and leadership development options to managers to provide during recent talent reviews.
•Career Planning. AXIS ensures our people feel empowered to "own their careers" and upskill to prepare for future roles. AXIS Careers offers teammates a comprehensive suite of professional development tools, resources and training modules to help navigate career experiences and upskilling across our global organization. This includes leadership development, mentoring programs and job secondments, shadows and swaps. In 2023, AXIS teammates completed over 11,000 on-demand or instructor-led virtual learning and development courses.
Health, Safety and Wellness
We are committed to the health, safety and wellness of our workforce and offer our teammates a variety of tools to support their physical, emotional and financial well-being. Examples include access to mental health resources, back-up child and elder care and on-demand fertility, maternity, postpartum and return-to-work assistance. We offer a hybrid working model that provides flexibility to our teammates and encourages using our offices as a tool by being intentional about the time we spend in person. We strive to be an employer of choice and we expect this approach will help us recruit and retain talent.
Diversity, Equity and Inclusion
Fostering a culture that embraces diversity, equity and inclusion is foundational to our workplace environment at AXIS, which is why diversity, equity and inclusion ("DEI") is a key pillar of our Corporate Citizenship program. See "Corporate Citizenship & Sustainability – Our People: Diversity, Equity and Inclusion" for a discussion of our 2023 DEI initiatives.
Teammate Engagement
We understand that employee engagement leads to a more satisfying and fulfilling workplace and motivates teammates to do their best work. Our engagement initiatives include: (i) our global recognition program, AXIS Applause, which recognizes the contributions of AXIS colleagues and drives strong performance, (ii) community building events for AXIS teammates and their families and (iii) our teammate-led charitable giving program which helps our teammates give back to their communities. In addition, to provide an open and frequent line of communication between senior management and our teammates, we host Company-wide calls led by our CEO on a monthly basis and we encourage our people managers to periodically check in with their teammates.
Each year we periodically conduct enterprise-wide engagement surveys to better understand and improve the teammate experience and identify opportunities to strengthen our culture. Managers and teams reflect on the survey results and develop enterprise-wide and local action plans to address areas identified for progress. In 2023, approximately 86% of employees participated in the engagement survey. We are proud to have maintained strong survey engagement and scores in a year of organizational change.
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| AXIS 2024 Proxy Statement | 35 |
Compensation and Benefits
To attract and retain our industry’s top talent, we offer teammates a total rewards program that is designed to incentivize exceptional performance. Our compensation packages align with our pay-for-performance philosophy and are assessed on an annual basis through year-end performance reviews. Our packages are also regularly benchmarked against similarly-sized specialty insurance, reinsurance and financial services companies in our talent markets. Compensation components include market competitive salaries and short-term annual incentive programs (i.e., bonus payments) and, for senior level teammates, long-term incentives such as equity grants. Our comprehensive benefits packages include health and welfare plans for employees and their families, retirement savings plans with employer contributions and work-life benefits, including parental leave policies, flexible work arrangements for eligible teammates and charitable matching programs.
At AXIS, we are committed to fair pay and delivering equal pay for equal work regardless of gender, race or other personal characteristics. In support of our commitment to equal pay practices, all compensation offers are reviewed against internal peers to ensure equal pay at the job level, while year-end incentive awards are reviewed for bias based on gender and ethnic diversity. Furthermore, regular pay equity audits are conducted with action taken to address any areas of concern. In particular, as discussed in "Corporate Citizenship & Sustainability," we have published the results of our global gender pay equity audits in connection with our participation in the Bloomberg Gender Equality Index.
Succession Planning
We have a robust talent and succession planning process. On an annual basis, management conducts a talent and succession plan for each member of our Executive Committee and their direct reports, focusing on high performing and high potential talent, diverse talent and the succession plan for each position. On an annual basis, our Board receives a comprehensive succession plan for each member of our Executive Committee, including the CEO.
Teammates
At December 31, 2023, we had 2,048 employees. During fiscal year 2023, the number of employees decreased by approximately 1% and our voluntary turnover rate was approximately 10.9% compared to 12.7% in fiscal year 2022.
Below is summary of our employees by region as of December 31, 2023:
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| North America (including Bermuda) | 1,289 |
| Europe, Middle East and Africa | 741 |
| Asia Pacific | 18 |
| Total employees | 2,048 |
At December 31, 2023, our global employees had approximately the following gender demographics:
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| Women | Men |
Total employees(1) | 46% | 53% |
1.<1% of employees did not identify.
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At December 31, 2023, our U.S. employees had approximately the following racial and ethnic demographics:
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| All U.S. Employees(1) |
| African American / Black | 16% |
| Asian | 11% |
| Hispanic / Latinx | 5% |
| White | 61% |
| Multiracial, Native American and Pacific Islander | 2% |
| No Response / Not Disclosed | 5% |
| Total employees | 100% |
1.This information is presented for U.S. employees only. We continue to gather global demographic information in compliance with laws and regulations to demonstrate our racial and ethnic diversity.
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| AXIS 2024 Proxy Statement | 37 |
Directors and Executive Officers
The following table sets forth information as of March 15, 2024 regarding beneficial ownership of our common shares by each of the following, in each case based on information provided by these (i) each person or group known to us to be the beneficial owner of more than 5% of our common shares and (ii) each of our directors, each of our named executive officers, and all of our directors and executive officers as a group.
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| Common Shares Beneficially Owned | |
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| Name of Beneficial Owner - Directors and Executive Officers | Number of Common Shares(1) | Percent of Class(1) | |
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| Vincent Tizzio | 24,163 | * | |
| W. Marston Becker | 18,796 | * | |
Charles Davis(2) | 57,881 | * | |
| Anne Melissa Dowling | 12,881 | * | |
| Stanley Galanski | 9,763 | * | |
| Elanor Hardwick | 15,120 | * | |
| Michael Millegan | 7,616 | * | |
| Thomas Ramey | 22,730 | * | |
| Henry Smith | 55,236 | * | |
| Axel Theis | 8,519 | * | |
| Barbara Yastine | 18,095 | * | |
| Lizabeth Zlatkus | 20,351 | * | |
| Peter Vogt | 62,498 | * | |
| David Phillips | 56,597 | * | |
| Conrad Brooks | 36,314 | * | |
| Daniel Draper | 5,442 | * | |
All directors and executive officers as a group (16 persons)(3) | 432,002 | 0.5% | |
| Name of Beneficial Owner - Principal Shareholders | | | |
The Vanguard Group, Inc.(4) | 8,707,110 | 10.3% | |
T. Rowe Price Investment Management, Inc.(5) | 5,928,188 | 7% | |
T-VIII PubOpps LP(6) | 6,777,806 | 8% | |
* Less than 1%
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1.Unless otherwise indicated, the number of common shares beneficially owned and percentage of outstanding common shares are based on 84,687,376 common shares outstanding as of March 15, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and includes sole or shared voting or investment power with respect to such shares. Except as indicated in the footnotes to the table, based on information provided by the persons named in the table, such persons have sole voting and investment power with respect to all common shares shown as beneficially owned by them. Our bye-laws reduce the total voting power of any shareholder owning 9.5% or more of our common shares to less than 9.5% of the voting power of our capital stock, but only in the event that a U.S. Shareholder, as defined in our bye-laws, owning 9.5% or more of our common shares is first determined to exist.
2.T-VIII PubOpps LP (“T8”) beneficially owns 6,777,806 common shares. The GP of T8 is T-VIII PubOpps GP LLC (“T8 GP”). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of such common shares that are held by T8 except to the extent of any pecuniary interest therein. The principal address of T8 is c/o CSC at 251 Little Falls Drive, Wilmington, DE 19808. The principal business address for Stone Point Capital LLC is 20 Horseneck Lane, Greenwich, CT 06830.
3.As required by SEC rules, this line item includes only current executive officers and as a result, excludes the number of common shares beneficially owned by Albert Benchimol.
4.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 11 to Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, and includes common shares beneficially owned as of December 31, 2023. Vanguard has sole dispositive power over 8,577,326 common shares. Vanguard has shared voting power over 44,473 common shares and shared dispositive power over 129,784 common shares. Vanguard's aggregate amount beneficially owned is 8,707,110 common shares.
5.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 3 to Schedule 13G filed on February 14, 2024 by T. Rowe Price Investment Management, Inc., 101 E. Pratt Street, Baltimore, MD 21201, and includes common shares beneficially owned as of December 31, 2023. T. Rowe Price has sole voting power over 2,347,474 common shares and sole dispositive power over 5,928,188 common shares.
6.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 1 to Schedule 13D filed on August 28, 2020 by T-VIII PubOpps LP ("T8"), T-VIII PubOpps GP LLC ("T8 GP"), Trident VIII, L.P. ("Trident VIII"), Trident Capital VIII, L.P. ("Trident VIII GP") and Stone Point Capital LLC ("Stone Point") (collectively, the "Stone Point Reporting Persons"), 20 Horseneck Lane, Greenwich, CT 06830 and includes common shares beneficially owned as of July 24, 2020. The Stone Point Reporting Persons have shared voting power over 6,777,806 common shares. T8, T8 GP, Trident VIII and Trident VIII GP each have shared dispositive power over 6,777,806 common shares.
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| AXIS 2024 Proxy Statement | 39 |
The table below sets forth certain information concerning our current executive officers:
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| Name | Age | Position |
Vincent Tizzio(1) | 57 | President and Chief Executive Officer |
| Peter Vogt | 60 | Chief Financial Officer |
| David Phillips | 55 | Chief Investment Officer |
| Conrad Brooks | 62 | Chief Administrative and Legal Officer |
| Daniel Draper | 44 | Chief Underwriting Officer |
1.Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer. Mr. Tizzio's biography is available under “Proposal 1. Election of Directors – Directors Continuing in Office.”
Peter Vogt
Peter Vogt was appointed Chief Financial Officer of AXIS Capital in January 2018. He previously served as the Company’s Deputy CFO from July 1, 2017 until his appointment as CFO and as the Chief Operating Officer of AXIS Insurance from 2013 to June 2017. Mr. Vogt joined AXIS in 2010 as CFO and COO of the Company’s Accident & Health business unit. Prior to AXIS, Mr. Vogt served as CFO of Penn Mutual Life Insurance Company. He also held the CFO role at CIGNA’s Group Insurance business. Mr. Vogt started his career at Hartford Life Insurance Company where, over nearly 14 years, he held a series of actuarial roles and eventually led sales, marketing and product development for its corporate retirement business. Mr. Vogt holds a B.B.A. in Actuarial Science from Temple University and is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries.
David Phillips
David Phillips joined AXIS as Chief Investment Officer in April 2014. With over 25 years of experience in investments, Mr. Phillips previously served as Head of Investments for PartnerRe. Prior to PartnerRe, he was the Director of Research and a Portfolio Manager at Oppenheimer Capital, an institutional money manager. Mr. Phillips is a CFA® charterholder and received an A.B. from Princeton University and an M.B.A. from the Wharton School of the University of Pennsylvania.
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| 40 | AXIS 2024 Proxy Statement |
Conrad Brooks
Conrad Brooks was appointed as Chief Administrative and Legal Officer in January 2024. Mr. Brooks previously served as General Counsel from January 2017 to January 2024, and prior to his appointment as General Counsel, he served for nearly a decade as the Company’s Corporate Counsel. Mr. Brooks joined AXIS from McKenna Long & Aldridge LLP (now Dentons), where he was a partner and served as a practice team leader in the firm’s corporate and securities practice. A former officer in the United States Navy, Mr. Brooks received his B.S. from the University of Illinois, his J.D. from Georgia State University College of Law and his M.B.A. (Finance) from Old Dominion University.
Daniel Draper
Daniel Draper was appointed Group Chief Underwriting Officer in September 2022, after serving for more than two years as Group Head of Underwriting. Prior to that, Mr. Draper served as Group Chief Risk and Actuarial Officer at VIBE. Before joining VIBE, Mr. Draper spent eight years with AXIS, holding a number of leadership roles that included Group Chief Actuary, Chief Risk Analytics Officer, and Insurance Segment Chief Risk Officer. Before that, Mr. Draper held managerial positions at the Financial Services Authority, XL Capital, and Ernst & Young. Mr. Draper received a Masters in Engineering from the University of Bath and is a Fellow of the Institute and Faculty of Actuaries.
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| Proposal 2: Non-Binding Vote on Executive Compensation |
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in this proxy statement a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers as disclosed below. The language of the resolution, commonly known as a “Say on Pay” proposal, is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”
In considering their vote, shareholders may wish to review with care the information on our compensation policies and decisions regarding our named executive officers presented below in “Compensation Discussion and Analysis” and "Compensation Committee Process."
The Board has currently adopted a policy providing for annual Say on Pay advisory votes. Accordingly, the next Say on Pay vote will occur in 2025.
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| | | Recommendation of the Board The Board recommends that you vote“FOR”the approval of the compensation paid to our named executive officers. | |
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| AXIS 2024 Proxy Statement | 43 |
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| Letter from the Human Capital and Compensation Committee Chair |
Dear Fellow Shareholder,
2023 was a transformational year for AXIS, reflecting significant organizational change. Looking back on 2023, we made meaningful progress toward our ambition of elevating AXIS as a specialty underwriting leader. Among our accomplishments, we advanced our targeted underwriting strategy and exhibited strong cycle management, achieving record premium production, strong operating income, meaningful growth in diluted book value per share, and significant improvement in the current accident year combined ratio. Building upon these successes, we are positioning AXIS for an even brighter future.
Leadership Transition
The success of our transformation requires having the right leadership team in place. As previously announced, in May 2023, Vincent Tizzio was appointed by our Board to serve as President and Chief Executive Officer. Since taking the helm, Mr. Tizzio, with a compensation packagewho previously served as our CEO, Specialty Insurance and Reinsurance, has leveraged his deep specialty underwriting expertise to take our strategy to the next level, and he has set clear expectations to drive the swift execution of that promotes rigorous accountability for creating long-term shareholder value. When we enter into a final employment agreement with Mr. Tizzio, a copy of the agreement will be filed with the SEC as required.strategy.
Fiscal Year 2022 –Aligning Pay and Performance and Pay Outcomes
The Company delivered solidoutstanding underlying financial results -and made meaningful progress against its strategic business goals in terms2023. As a result, the Committee elected to pay the CEO’s annual incentive bonus at 120% of premium growthtarget. AXIS follows a pay-for-performance philosophy, and the Committee maintains a highly disciplined process for compensation decision-making and governance.
While financial performance in 2023 was strong, our selected lines, as well as solid underwriting metrics and profitability. However,relative total shareholder return for the Board and Committee are aware the Company has more work to do, and our past performance hasthree-year period ending December 31, 2023, lagged behind our peers. The Committee remains committed to paying for performance. Key actions for 2022 include:
•Annual Incentive Plan Financial Performance. In order to fairly assessAs a result, the Company's performance, the Committee considered how the global interest rate increases in 2022 impacted the Company's OROACE results. After careful consideration, the Committee decided to evaluate financial results under the Company's Annual Incentive Plan on an adjusted basis, using beginning year shareholders' equity, as compared to average common equity. This2021 performance-based restricted stock units had the effect of decreasing overall payments under the plan, but from the Committee's perspective, presented a more accurate reflection of the Company's financial performance.
•2022 CEO Compensation. For 2022, the Committee, along with the independent directors of the Board, carefully reviewed all components of Mr. Benchimol's' compensation. Mr. Benchimol's bonus was awarded based on the existing formula for annual incentive payouts, resulting in a slightly above target award. This bonus payment reflected the financial and strategic accomplishments recognized for the 2022 performance year. While payouts under our bonus plan are largely formulaic, the Committee uses discretion when awarding long-term incentive awards and considers both performance and forward-looking impact. Accordingly, in January 2023, the Committee awarded the CEO a long-term incentive award of $5 million. Under our program, Mr. Benchimol's equity award mix remains at 60% PSUs, reinforcing the importance of a successful leadership transition during 2023.no payout.
Focus on Shareholder Engagement and Responsiveness to Feedback
The Human Capital and Compensation Committee puts great importanceresults of our 2023 Say on the feedback we receivePay advisory vote received support from our shareholders during our biannual outreach efforts. The feedback provided from our shareholders continues to help inform our compensation, human capital, governance, and citizenship programs, and it has positively enhanced our disclosures. During our 2022 outreach discussions, our shareholders continued to express strong support for our executive compensation philosophy and programs, and approximately 93%78% of the votes cast atcast. In response, we undertook a comprehensive outreach campaign to better understand our 2022 Annual General Meeting supportedshareholders’ perspectives on our executive compensation programs.pay programs and learned that much of the feedback related to the legacy contract with our former CEO. After discussion, we believe we have substantially resolved their concerns in the new employment contract with Mr. Tizzio, which is aligned with current market practices and substantially reduces the total severance payable upon the Company's termination of the agreement.
Ongoing engagement with our shareholders and responsiveness to feedback are also of the utmost importance to the Board. The Committee views our executive compensation programs to be a key driver for accelerating progress on AXIS' strategic transformation, and we welcome continued dialogue with our shareholders regarding AXIS' compensation programs. ThankA more detailed description of the items above can be found in the following Compensation Discussion and Analysis. As always, thank you for your continued support.
Michael Millegan (Current Chair,(Chair, Human Capital and Compensation Committee)
Henry Smith (Former Chair, Human Capital and Compensation Committee)
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| | LETTER FROM HUMAN CAPITAL AND COMPENSATION COMMITTEE CHAIRS |
3144 | AXIS 2024 Proxy Statement |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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| Compensation Discussion and Analysis |
This Compensation Discussion and Analysis is divided into the following sections:
NAMED EXECUTIVE OFFICERSNamed Executive Officers
This Compensation Discussion and Analysis section explains the Company’s executive compensation program as it relates to our named executive officers ("NEOs"). Our NEOs for 20222023 are as follows:
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| Name | Title |
Albert A. BenchimolVincent Tizzio(1)
| President and Chief Executive Officer and President |
Peter J. Vogt | Chief Financial Officer |
Vincent C. Tizzio(2)
| Chief Executive Officer, Specialty Insurance and Reinsurance |
David S. Phillips | Chief Investment Officer |
Conrad D. Brooks(2) | General CounselChief Administrative and Legal Officer |
| Daniel Draper | Chief Underwriting Officer |
Steve K. AroraAlbert Benchimol(3)
| Former President and Chief Executive Officer AXIS Reinsurance |
Peter W. Wilson(4)
| Former Chief Executive Officer, AXIS Insurance |
(1)Mr. Benchimol will no longer serve as Chief Executive Officer, President and Director effective as of the close of business on May 4, 2023. He will serve as a strategic advisor through December 31, 2023.
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(2) Mr. Tizzio will succeed Mr. Benchimol as Chief Executive Officer and President effective as of the close of business on May 4, 2023. Mr. Tizzio became the CEO of AXIS Insurance on June 1, 2022 and transitioned to CEO, Specialty Insurance and Reinsurance, an expansion of his previous role, on June 7, 2022.
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(3) Mr. Arora departed AXIS on December 31, 2022.
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(4) Mr. Wilson departed AXIS on December 31, 2022.
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LEADERSHIP TRANSITION | | | | | |
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| AXIS 2024 Proxy Statement | 45 |
In December 2022, the Board of Directors announced a leadership transition, appointing Vincent | | | | | |
| Compensation Discussion and Analysis | |
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1.Mr. Tizzio succeeded Mr. Benchimol as President and Chief Executive Officer on May 4, 2023. Mr. Tizzio previously served as CEO, Specialty Insurance and Reinsurance.
2.Mr. Brooks served as General Counsel until his appointment as Chief Administrative and Legal Officer effective January 12, 2024.
3.Mr. Benchimol served as our President and Chief Executive Officer until May 4, 2023 at which time he will also joinand as a strategic advisor until his departure from AXIS on December 31, 2023.
Leadership Transition
Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer and as a director. Since assuming the Board. The Board determined thatposition, Mr. Tizzio ishas made progress in executing on the right personCompany's strategic imperatives and improving key operating and underlying financial metrics in 2023. We believe Mr. Tizzio has taken our strategy to lead the organization during this critical periodnext level, and leading by example, he has set clear expectations for the swift execution of transformation at AXIS due to, among other items, Mr. Tizzio's deep industry and underwriting expertise in specialty insurance, his vision to deliver a transformational strategy and his ability to further enhance AXIS' ability to attract top-tier talent.that strategy.
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32 | COMPENSATION DISCUSSION AND ANALYSIS |
In addition, the Company announced the following leadership changes:
•Chief Executive Officer. In connection with the CEO transition, the Company provided Albert Benchimol, President and CEOChief Executive Officer of the Company, a notification of non-renewal of his employment agreement. Mr. Benchimol will serve in his current role untilAs planned, upon Mr. Tizzio's appointment on May 4, 2023,succession as President and thereafter, he will serveChief Executive Officer, Albert Benchimol assumed a new role as a strategic advisor through December 31, 2023.2023 and then departed the Company.
•Executive Summary
2023 was a year of many successes for AXIS. Over the past year, we have made significant progress to strategically realign the Company to deliver sustained profitable growth and increased shareholder value. Upon Mr. Tizzio's appointment as President and Chief Executive Officer - AXIS Insurance. In January 2022,in May 2023, we embarked on a new transformation of the Company provided Peter Wilson, the former CEO of Insurance, a notification of non-renewal of his employment agreement. Mr. Wilson served as CEO of Insurance through May 31, 2022,to confront both external and he served in a transitional role from June 1, 2022 through December 31, 2022.internal challenges and capitalize on significant opportunities.
•Chief Executive Officer - AXIS Reinsurance. In connection with our strategic repositioning announced in June 2022, the Company provided Steve Arora, the former CEO of Reinsurance, a notification of termination without cause. Mr. Arora served as CEO of Reinsurance through June 30, 2022, and he served in a transitional role from July 1, 2022 through December 31, 2022.
As it relates to the leadership changes above, the Company paid and accrued severance in accordance with existing contracts relating to non-renewal and termination without cause.
EXECUTIVE SUMMARY
Fiscal year 2022 was a pivotal year for the Company. Over the year,First, we focused our business by strategically positioning AXIS as a leading specialty underwriter. We made meaningful progress on our multi-year transformation initiatives to optimizeoptimized our portfolio mix, driving growthoperating in attractive specialty markets reducingand making decisive choices on where to compete and allocate our exposurecapital, while seizing smart growth opportunities.
Second, we invested in best-in-class capabilities in underwriting, claims and operations. We are beginning to catastrophe lossessee clear results from these investments, including an increase in our new business quote-to-submission ratio and exiting the volatile propertya 470 basis point improvement in our current accident year loss ratio in 2023 compared to 2022.
Third, we made significant management changes and catastrophe reinsurance market.implemented efficiency improvements through our "How We also took actionsWork" initiative to create a more efficient operating model. We believe we are a differentcost-effective, productive and stronger company today than weintegrated approach to our operations.
Financially, underlying results were a few years ago. Importantly, this progress is evidenced in our financial performance. Despite a challenging backdrop of catastrophic events, such as the Russian-Ukraine war, severe weather, and the continued pandemic impact, we delivered solid financial results -outstanding, highlighted by record premium production ($8.2of $8.4 billion in FY2023, record net investment income of $612 million, a 46% increase over 2022, compared to $7.7 billionand substantial growth in FY 2021) anddiluted book value per share, a 15.1% increase over 2022. We also improved underwriting metrics, (combineddelivering a current accident year combined ratio of 95.8%91.8% for FY 20222023 compared to 97.5%96.3% for FY 2021).2022, and made underwriting income despite strengthening reserves and a challenging weather year for the industry.
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| 46 | AXIS 2024 Proxy Statement |
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In 2022,2023, we significantly advanced the following four strategic business goals approved by the Board in FebruaryDecember 2022:
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| | Delivered higher quality portfolio and reduced volatility, achieving record:
$8.2 Billion
Gross Premiums Written
| | | | | Accelerated expansion as leading Advance specialty insurer,leadership, with Insurance business growing:
15%
We also repositioned our complementary reinsurance book in the specialist space in FY 2022.
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| $8.4b Gross Premiums Written. | | | | 10% Retention of profitable reinsurance business and selective new business growth. | |
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| | Delivered more agile and efficient organization. The Insurance segment’s Underwriting G&A Expense Ratio decreased:
2 pts
14.2% in 2022, compared to
16.2% in 2021.
| | | | Invested in high performing people, culture and culture,climate, advancing our ESG, DEI and engagement initiatives earning:and earning Insider P&C's Initiative of the Year (2023): | |
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| 25%
| | | | Top RankingHonor
In “Overall Commitment to ESG"for our greenhouse gas reduction goals and Insurance Business America 5-Star DE&I Award for the second year in the Insurer's Lloyd’s 2022 ESG Survey and other recognitions.a row (2023).
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These accomplishments against goals were factored into the CEO's non-financial performance for 2022.2023.
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COMPENSATION DISCUSSION AND ANALYSIS | 33 |
Company Performance
accessassess the Company's underlying performance for the year, the Human Capital and Compensation Committee considered how global interest rate increases(also referred to as the "Committee" in 2022 impacted the Company's OROACE results. After careful consideration, the CommitteeCompensation Discussion & Analysis and Executive Compensation sections) evaluated OROACE results on an adjusted basis using beginning year shareholders' equityexcluding the impact of the reserve strengthening ("Adjusted OROACE") as compared to average common shareholders' equity. This had the effect of decreasing overall payments under the plan, rrecognized in 2023.
Relative TSR ("rTSR") is the financialsole financial metric used for determining the PSU payouts after the three-year performance period.period for awards granted for 2021 - 2023. Commencing in 2024, the PSU awards will include an additional metric of absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes ("Adjusted DBVPS Growth"). Absolute TSR Compound Annual Growth Rate ("CAGR") is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion.
AXIS Capital’s 20222023 financial results for these performance metrics on an absolute basis are set forth belowbelow:
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| Measure | Results | Change versus Fiscal Year 2022 |
| ROACE | 7.9% | +3.6% |
OROACE(1) | 11.0% | -.1% |
Adjusted OROACE (2) | 18.5% | N/A |
| DBVPS | $54.06 | +15.1% |
TSR(3) | 5.5% | +2.9% |
1.:OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
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| Measure | Fiscal Year 2022 Change versus
Fiscal Year 2021
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| AXIS 2024 Proxy Statement | 47 |
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OROACE (1)
Compensation Discussion and Analysis | | 11.1%+2.0% pts |
| Adjusted OROACE(2)
| 10.2%N/A |
ROACE(3)
| 4.3% | -7.9% pts |
Total Shareholder Return(4)
| 2.6% | -9.2% pts |
(1) OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
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(2) Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
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(3)One-year Total Shareholder Return with dividends reinvested, sourced from Bloomberg.
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1.Positive 2022Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.
2.One-year absolute Total Shareholder Return with dividends reinvested, sourced from S&P Capital IQ.
Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote and Shareholder Engagement
At our 2022 Annual General Meeting, approximately 93.0% of the votes cast were in favor of our advisory vote on executive compensation.
During 2022,2023, Mr. Smith and Mr. Millegan, along with members of management, continued their strong level of governance engagement with shareholders, as illustrated below. Our shareholder outreach discussions focused on corporate governance, corporate citizenship and executive compensation, in addition to financial performance and strategic initiatives. These discussions also covered questions related to our CEO leadership transition.
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| 34March – May •Conducted spring shareholder outreach in advance of our 2023 annual general meeting. •Contacted shareholders representing approximately 66% of our outstanding shares and met with shareholders representing approximately 27% of our outstanding shares. •Discussed proposals in the proxy statement, along with compensation, governance and sustainability matters. | | | | June – Aug. COMPENSATION DISCUSSION AND ANALYSIS•Considered spring shareholder feedback as part of our review of potential changes to compensation, governance and citizenship programs and enhanced disclosures.
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| Sept. – Nov. •Conducted fall shareholder outreach. •Contacted shareholders representing 67% of our outstanding shares and held meetings with shareholders representing approximately 21% of our outstanding shares. •Solicited feedback on topics including our 2023 Say on Pay voting results, the 2023 leadership transition and governance, compensation and sustainability matters. | | | | Dec. – Feb. •Considered fall shareholder feedback as part of the review of compensation, governance and citizenship programs, enhanced disclosures and implemented changes to compensation programs. | |
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Feedback from the shareholder meetings on executive compensation was positive overall and no significantprovided the Company with an opportunity to engage with shareholders that voted against our 2023 Say on Pay vote.
As our 2023 Say on Pay vote received support from 78% of the votes cast, our Board remains committed to understanding shareholder sentiment. In response, and with the support of our Board, we prioritized our discussion of executive compensation matters in our fall 2023 shareholder outreach meetings with shareholders to understand the concerns were raised. Overthat drove their decisions. Through these discussions, we learned that shareholders are broadly supportive of our executive compensation program and believe our program has strong pay versus performance alignment.
We believe a significant factor impacting our Say on Pay result was the last several years,compensation paid to our outgoing Chief Executive Officer, Albert Benchimol. We heard our shareholders' feedback loud and clear, and as described below, Mr. Tizzio's employment agreement is aligned with current market practices and substantially reduces the feedback provided from our shareholders has helped to inform our compensation, governance and citizenship programs, and it has enhanced our disclosures. Topics discussed include:total severance payable upon the Company's termination of the agreement.
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With that, the table below summarizes the common themes discussed in our 2023 engagement conversations and our actions taken in response.
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| | What We Heard | | What We Did |
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| 2023 Say on Pay Vote Discussion | | Concern regarding the compensation provided to our former CEO in connection with his departure | | We received feedback that shareholders wanted to understand the rationale behind certain compensation decisions related to our outgoing CEO, including: •Acceleration of 50% of Mr. Benchimol’s unvested equity awards outstanding as of December 31, 2023 •Use of a one-year performance period for Mr. Benchimol’s 2023 PSU award •Magnitude of severance benefits to departing CEO We discussed that severance provided to Mr. Benchimol was pursuant to his employment agreement that was initially negotiated in 2012. The acceleration of a portion of his unvested equity awards and use of a one-year performance period were intended to avoid unfavorable tax consequences relating to deferred compensation as a Bermuda-based company and create alignment between Mr. Benchimol’s remaining service period and the performance period for his PSUs. The employment agreement for Mr. Tizzio provides for substantially reduced severance benefits upon the Company’s termination of the agreement. |
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| | Request for additional disclosure on compensation decisions | | We confirm our commitment to robust disclosure regarding executive compensation decisions. |
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| | Concern regarding pay versus performance alignment, with focus on the magnitude of the equity awards earned by former CEO in 2022 and 2023 | | AXIS grants equity as part of total compensation for the most recent year completed. In determining annual equity awards for executives, the Human Capital and Compensation Committee carefully considers strategic accomplishments and financial results achieved by the Company. In the case of Mr. Benchimol, the Committee also considered the forward-looking component of the equity award to incent Mr. Benchimol to execute a smooth leadership transition. We believe our executive compensation program has a strong pay for performance foundation and note that the former CEO received below-target equity awards for two of the last three performance years prior to his termination (performance years 2020 to 2022). Additionally, the payouts under the performance-based component have been below target (e.g. the 2021 PSU award, which had its performance period end on December 31, 2023, had no payout for all executives and Mr. Benchimol's 2022 and 2023 PSU awards had final payouts of 0% and 51.75%, respectively). The Committee continues to demonstrate its right to assess for positive or negative discretion. |
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| | CEO perquisites and benefits are not aligned with current market practices | | In response to shareholder feedback on former CEO compensation, we considered the perquisites and benefits provided to our former CEO in light of current practices and scaled back these benefits to our current CEO to be in line with peers. Changes include removal of the Bermuda housing allowance and personal use of Company aircraft and reduced severance benefits. |
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Executive Compensation:Compensation Annual IncentiveIncentive: | | Reward executives on achievement of financial goals and strategic objectives; provide clear disclosure around non-formulaic performance and their expected benefits toward the Company's financials. | | We maintained the metrics under our Annual Incentive Plan. For theour CEO, we maintained a 75% financial metric weighting and 25% weighting for non-formulaic metrics. For all other NEOs, increased the weighting of the Company’s OROACE in the annual incentive mix beginning with performance year 2021.
Continued
AXIS will continue to disclose strategic accomplishments in our proxy statement. |
Executive Compensation: PSUs | Ensure that PSUs have a direct alignment with Company performancestatement and reward strong relative performance against industry peers. | Since the 2021 grants, we have maintained the PSU target performance goal at the 55th percentile for measuring relative TSR performance and the minimum and maximum performance goals at the 25th and 85th percentiles, respectively. In addition, if absolute TSR is negative, the payout is limitedconsider ways to target.
The range of the payout scale will also remain at 0% to 200%.enhance disclosure regarding non-financial achievements.
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| ESG Disclosure | Publish additional ESG-related reports and expand climate-related disclosures. | In 2022, we published our inaugural Task Force on Climate-Related Financial Disclosure-aligned report, which discusses the impact of climate-related risks and opportunities on our business and strategy, climate risk management, climate-related governance within the Company and our climate-related metrics and targets.
In addition, we have published our estimated Scope 1, Scope 2 and certain Scope 3 greenhouse gas emissions for fiscal years 2019 through 2021. | |
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COMPENSATION DISCUSSION AND ANALYSIS | 35 |
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| | What We Heard | | What We Did |
| GHG Reduction Goals | | | |
| Executive Compensation PSUs: | | Publish emission reduction goals and advance climate change mitigation initiatives.Use two performance metrics to value PSU awards for a fuller view of Company performance. | | In support2023, the Committee approved the adoption of its commitmentAdjusted DBVPS Growth as a second performance metric for the PSU awards, beginning with our 2024 grants, in addition to mitigate climate changethe use of rTSR. Adjusted DBVPS Growth of 15% is required for target level vesting and supportAdjusted DBVPS Growth of under 5% will not receive a payout. Adjusted DBVPS Growth will be weighted at 50% and the transition to a low-carbon economy, the Company published GHG emissions reduction goals.remaining 50% will be determined based on our relative total shareholder return. |
| Workforce Disclosure | Expand reporting of the Company's demographic metrics. | Beginning in 2022, we have disclosed quantitative metrics reflecting the gender, race and ethnicity of our workforce, as permitted by laws and regulations. | |
| Board Oversight of ESG Matters | Explain Board and committee oversight of ESG. | We have formalized our Board and committee oversight of ESG as described below:
Our Corporate Governance, Nominating and Social Responsibility Committee oversees our ESG and sustainability initiatives. In 2021, the Corporate Governance, Nominating and Social Responsibility Committee delegated oversight of human capital management, a component of the Company's ESG program, to the Human Capital and Compensation Committee. Human capital management includes DEI, human rights, talent development and employee engagement.
In connection with this change, the Corporate Governance, Nominating and Social Responsibility Committee, formerly known as the Corporate Governance and Nominating Committee, was renamed to formalize its primary responsibility for ESG and sustainability. The Human Capital and Compensation Committee, formerly the Compensation Committee, was also renamed to emphasize its primary responsibility for human capital management. | |
| Board Structure | | Discuss rationale for the classified board structure. | | The Board and the Corporate Governance, Nominating and Social Responsibility Committee discussed the feedback provided from shareholders on the Company's classified Board structure and engaged in a robust discussion on the appropriate board structure for the Company and its shareholders andshareholders. The Committee will continue to consider the matter on an annual basis. See "Proposal 1. Election of Directors – Board Structure" for more information. |
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| ESG Matters | | Continue to provide comprehensive disclosure on ESG programs, including how the Company evaluates risks and opportunities relating to ESG matters. | | We continue to provide disclosures aligned with Task Force on Climate-Related Financial Disclosure (TCFD) and the Sustainability Accounting Standards Board (SASB). In 2023, we published our estimated Scope 1, Scope 2 and certain Scope 3 greenhouse gas emissions for fiscal years 2019 – 2022. |
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We value the feedback we receive from our shareholders. The feedback provided continues to help inform our compensation, human capital, governance, and citizenship programs, and it has positively enhanced our disclosures.
Strong Link Between Pay and Performance
The success of our initiatives will depend on the talents of our executive team to embrace excellence, drive innovation and lead our workforce.teammates. With our strategic, transformational journey, our Human Capital and Compensation Committee is focused on maintaining a pay for performance orientation, while ensuring that executives are aligned with shareholders and the Company’s long-term goals. As such, the Human Capital and Compensation Committee continues to retain the right to assess for positive or negative discretion.
The below charts illustrate the target mix of pay for our CEO and other current NEOs for the 20222023 performance year:
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| | Current NEO Average Target Mix of Pay(1) |
36 | COMPENSATION DISCUSSION AND ANALYSIS |
(1) 1.The charts illustrate the target mix of pay for our current CEO and other NEOs for the 20222023 performance year. For our CEO approximately 89% of his target compensation is performance-based. For our NEOs, on average, approximately 74% of their target compensation is performance-based. Averages include the NEOs that currently serve in leadership roles at the Company: Messrs. Vogt, Tizzio, Phillips, Brooks and Brooks. Messrs. Arora and Wilson areDraper. Mr. Benchimol is excluded,
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| 50 | AXIS 2024 Proxy Statement |
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since theyhe did not receive an equity grantsgrant for the 20222023 performance year and theirhis ultimate mix of awarded pay for the 20222023 performance year was in accordance with the separation provisions in theirhis employment agreements.agreement.
2023 2022 Pay and Performance – CEO Compensation
Our executive compensation program ties a significant portion of our CEO's compensation to the financial, operational and stock price performance of our Company. The following graphic illustrates how our CEO's actual pay over the past three years aligns with our Company's performance.
•BonusBonus: : The independent directors of the Board and the Committee awarded the CEO a bonus pursuant to the prescribed CEO bonus formula based on corporate performance and individual performance for the year. Given the unique circumstance of the 2023 performance year, which included record underlying financial performance, as well as the reserve strengthening action, all factors were considered when determining the CEO's bonus award. The Committee and Board applied the CEO bonus formula resultedutilizing the annualized OROACE, excluding the impact of the reserve action ("Adjusted OROACE"), as well as individual non-financial performance achievements to generate an overall bonus score. The Committee and Board then applied negative discretion of (24%) to cap the CEO's bonus payout at 120% in a slightly above targetrecognition of the impact of reserve strengthening on the Company's shareholders. Pre-negative discretion, the bonus award, reflecting both the financial and strategic accomplishments recognized for the 2022 performance year.payout would have been 144% of target.
•Long-Term Incentive AwardAward: : For performance year 2022 (awarded in January 2023),Given the extraordinary accomplishments of 2023, the Committee and Board awarded the CEO a long-term incentive award of $5 million$3,850,000 (in comparison to thehis $3,500,000 target of $6.75 million).award) for performance year 2023. While payouts under our bonus plan are largely formulaic, the Committee usesand Board use discretion when awarding LTI awards and considersconsider performance and forward-looking impact. Under our program, Mr. Benchimol'sTizzio's equity award remains atin line with our former CEO's equity award mix of 60% PSUs. However, the performance for this PSU award will be measured over 2023 only, continuing to align Mr. Benchimol with the interests of the CompanyPSUs and its shareholders during this period.40% RSUs.
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| 2023 Performance Year ($) (1) (2) |
| Base Salary | | | | | | | | $1,000,000 |
Post negative discretion of (24%) applied by the Committee and Board | $1,789,644 |
| Annual RSUs (Time-Based) | $1,540,000 |
| Annual PSUs (Awarded at Target) | $2,310,000 |
COMPENSATION DISCUSSION AND ANALYSISTotal Performance Year Compensation | 37$6,639,644 |
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| 2020
Performance Year | 2021
Performance Year | 2022
Performance Year |
| Base Salary | 1,100 | 1,100 | 1,100 |
| Actual Bonus | 578 | 2,276 | 2,002 |
RSUs (Time-Based) | 2,000 | 2,700 | 2,000 |
Relative TSR PSUs (Assumes Target Performance) | 3,000 | 4,050 | 3,000 |
| Total Performance Year Compensation | 6,678 | 10,126 | 8,102 |
(1)2.Some of the 2022, 2021 and 2020 compensation above differs from the data presented in the Summary Compensation Table included in this proxy statement. This is because SEC rules require that the Summary Compensation Table include equity compensation in the year granted, while the Committee awards equity compensation after the performance year. Therefore, equity compensation granted in 20232024 for the 20222023 performance year will be shown in next year’s Summary Compensation Table. Similarly, equity compensation granted in 2022 for the 2021 performance year and in 2021 for 2020 performance is shown in the Summary Compensation Table as 2022 and 2021 compensation, respectively. Further, the graph and table above reflectreflects the fair market value of the equity compensation at the time of grant communicated to our NEOs for compensation purposes, as opposed to the value of the equity awards under Monte-Carlo simulation (as required by accounting rules and reflected in the Summary Compensation Table).
BEST PAY PRACTICES
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| AXIS 2024 Proxy Statement | 51 |
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Best Pay Practices
Highlighted below are compensation practices that we maintained in 20222023 to drive company performance and align the interests of the Company’s executives with its shareholders:
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What We Do | | þ | |
38 | COMPENSATION DISCUSSION AND ANALYSIS |
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What We Do | PSet robust goals at the beginning of the year, ensuring adequate stretch goals within our risk framework
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| þ | PLink performance metrics to strategy to support shareholder value
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| þ | PProvide appropriate mix of fixed and variable pay to reward Company, business unit, and individual performance
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| þ | PBalance equity awards between PSUs and RSUs
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| þ | PRetain discretion of incentive awards by our Human Capital and Compensation Committee
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| þ | PMaintain robust stock ownership guidelines
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| þ | PUpdate Maintain a Clawback Policy
P to align with new regulatory requirements
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| þ | Retain an independent compensation consultant | |
| þ | PEngage in regular shareholder outreach
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| What We Don't Do | | ☒ | ONo hedging or pledging of AXIS stock
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| ☒ | ONo individual executive retirement plans
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| ☒ | ONo excise tax gross-ups upon change of control or termination
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| ☒ | ONo single-trigger vesting of equity-based awards upon change in control
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| ☒ | No excessive perquisites | |
EXECUTIVE COMPENSATION PHILOSOPHY AND KEY FEATURESExecutive Compensation Philosophy and Key Features
We are a global specialty underwriter and provider of insurance and reinsurance solutions. As the global specialty marketplace is highly competitive, it is critical that we recruit, retain and motivate top talent. To achieve this goal, we have designed our executive compensation programs to retain and reward leaders who create long-term value for our shareholders. The combination of fixed and variable compensation that we pay to our NEOs is structured to reward above-median performance with above-median levels of compensation and conversely, to provide below-median compensation for below-median performance. A large portion of our NEOs’ compensation is variable, or performance-based, and consists of annual incentive awards and long-term equity awards, while the fixed component of their compensation is designed to reflect their significant level of responsibility. The primary consideration for our compensation decisions continues to be the assessment of Company performance based on: (i) certain short-term and long-term financial metrics; and (ii) both business unit and individual performance.
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COMPENSATION DISCUSSION AND ANALYSIS52 | 39AXIS 2024 Proxy Statement |
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| Compensation Discussion and Analysis |
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Key Incentive Plan Metrics
The financial metrics for our incentive plans are OROACE, rTSR and rTSR.beginning with 2024 PSU awards, Adjusted DBVPS Growth. The chart below describes the metrics used in our incentive programs and why we believe these metrics are important to the Company and our current strategy.
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| Used In: | | |
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| Metric | Annual
| Long - Term
Long-Term Incentive
| | Why Metric is Important to AXIS and Our Strategy |
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| OROACE | Xr | | | •This metric reflects the rate of return the Company is earningearns on its capital and surplus. •Our goal is to achieve strong OROACE results to deliver value creation for shareholders; therefore, we have aligned our Annual Incentive Program to this financial metric. •Generally, the higher the return, the better the Company is making use of theusing funds invested by its shareholders, assuming risk is measured and managed appropriately. |
| Relative
TSR | | | |
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| rTSR | | r | | X•This metric reflects the profit earned on shares of company stock due to capital gains and dividends paid during a certain period. •TSR explicitly links long-term incentive compensation to shareholder value. •rTSR measures shareholder value creation compared to a group of similarly-situated companies. •Successful execution against long-term financial and strategic plans should drive an increase in TSR over the long-term. |
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Adjusted DBVPS Growth Metric introduced beginning with 2024 PSU awards | | r | | •Directly correlatesHigher and more consistent book value per share growth is an indication of effective and prudent use of capital that is shown to other relevant key performance metrics, including Diluted Book Value per Share (DBVPS).deliver value over time. |
• This measure incentivizes and helps measure superior value creation over time.
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| 40 | COMPENSATION DISCUSSION AND ANALYSIS | | |
ELEMENTS OF EXECUTIVE COMPENSATIONElements of Executive Compensation
The following table lists the elements of compensation for our executive compensation program. The program uses a mix of fixed and variable compensation elements and provides alignment with both short- and long-term business goals through annual and long-term incentives. Our incentives are designed to drive overall Company, business unit and individual performance using financial and non-financial measures the Committee believes are correlated to gains in shareholder value. At the beginning of the performance year, the Committee establishes the measures and ranges of performance for the variable compensation elements. Our program is designed such that each executive receives an AIPAnnual Incentive Plan (AIP) award and an LTILong-Term Incentive (LTI) award at the end of each year.
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| Compensation Discussion and Analysis | |
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| | Component | | Link to Shareholder Value | | Description | |
| SHORT-TERM | | | | | | |
| Short-Term | | Base
Salary | | •Attract and retain talented executives, and reflect level of global responsibility and experience | | •Annual fixed-cash compensation | |
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| Annual Incentive | | •Drive performance consistent with our annual financial goals | | •OROACE(1) –Measures rate of return earned on capital and surplus –Goal to achieve strong OROACE results to create shareholder value | |
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| | | •Business Unit Financial Assessment –Investment performance (Chief Investment Officer) | |
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| | | •Individual Non-Financial Performance –Non-financial metric accounting forattributable to individual contributions to company-wide strategic business goals –Assessment of our portfolio optimization using a scorecard of key performance indicators | |
| LONG-TERM | | | | | | |
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| Long-Term | | PSUs(2)(3) | | •Promote accountability and strategic long-term decision-making
| | Beginning with 2024 PSU awards: •100%50% Relative TSR over three-year performance period(2) –Cliff vests after three years –Earned according to relative performance vs. performance peers set forth in "Peer Benchmarking" Relative Base Percentile VestingVesting ≥ 85th 200% 55th 100% 25th 25% < 25th0% | |
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| | | | | •50% Adjusted DBVPS Growth over three-year performance period
Growth RateVesting 22.5%200% 15%100% 5% 50% < 5%0% | |
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| RSUs | | •Foster a culture of ownership, aligning long-term interests of our executives and shareholders | | •Vests ratably over four years
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(1)1.For 2022,2023, the Human Capital and Compensation Committee used itsapplied downward discretion to determine actual bonus payouts based on Adjusted OROACE.OROACE excluding the reserve charge. See "Annual Incentive Awards" below.
(2)2.Reflects PSU performance metrics for 2024 grants. PSU awards granted in 2023 were based 100% on the rTSR metric discussed above. Mr. Benchimol's PSU award granted in 2023 for the 2022 performance year will bewas measured over 2023 only. See "Long-Term Incentive Awards – Vesting of Former CEO's 2022 and 2023 PSU Awards" below.
3.Mr. Tizzio received a promotional award of $2,700,000 in May 2023, 60% of which is in the form of performance-based restricted stock units based on absolute TSR CAGR and 40% of which is in the form of time-based restricted stock units.
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Base Salary
Salaries are the most basic form of compensation and are integral to any employment arrangement. A primary consideration in determining base salaries is to remain competitive. We also seek to balance a logical salary structure within the Company globally reflecting the market demands for executive talent. A competitive salary allows us to attract and retain key staff.
Placement of our NEOs within a salary range is based on the market data for each NEO's position, the executive’s expertise, scope of role, geographic location and the Committee’s determination of competitiveness and appropriate levels based on the CEO’s recommendations (other than with respect to his own salary).
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| Name | | 2022 Base Salary | 2023 Base Salary | 2024 Base Salary |
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Vincent Tizzio(1) | | $850,000 | $1,000,000 | $1,050,000 |
Peter Vogt (2) | | $675,000 | $700,000 | $700,000 |
| David Phillips | | $625,000 | $625,000 | $625,000 |
Conrad Brooks (2) | | $500,000 | $550,000 | $625,000 |
Daniel Draper(2)(3) | | — | $531,804 | $582,452 |
Albert Benchimol(4) | | $1,100,000 | $1,100,000 | N/A |
1.Upon appointment to CEO and President in May 2023, Mr. Tizzio's base salary was increased to $1,000,000 and was further increased to $1,050,000 effective January 2024. 2023 base salary represents his annual base salary in effect as CEOof December 31, 2023.
2.The table above represents base salaries in 2012,effect as of fiscal year end for each respective year. Effective June 2023, Messrs. Vogt, Brooks and Draper received base salary increases of $25,000, $50,000 and $56,979, respectively. Effective January, 2024, Messrs. Brooks and Draper received a further base salary increase of $75,000 and $50,648. Salary increases were based on market positioning, importance to the organization, or expansion of responsibilities and roles.
3.As Mr. Draper was designated a named executive officer in 2023, we have disclosed his base salary for only 2023 and 2024, converted to USD at an exchange rate of 1.2662 USD per GBP.
4.As Mr. Benchimol has not received an increasedeparted the Company in December 2023, we have disclosed his base salary.
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| Name | 2021 Base Salary ($) | 2022 Base Salary ($) | 2023 Base Salary ($) |
| Albert A. Benchimol | 1,100,000 | | 1,100,000 | | 1,100,000 | |
| Peter J. Vogt | 675,000 | | 675,000 | | 675,000 | |
Vincent C. Tizzio(1) | — | | 850,000 | | 850,000 | |
| David S. Phillips | 625,000 | | 625,000 | | 625,000 | |
Conrad D. Brooks(2) | — | | 500,000 | | 500,000 | |
Steve K. Arora(3) | 925,435 | | 932,851 | | N/A |
| Peter W. Wilson | 900,000 | | 900,000 | | N/A |
(1)As Mr. Tizzio joined the Company in January 2022, we have disclosed Mr. Tizzio's base salary for only 2022 and 2023. (2)As Mr. Brooks was designated a named executive officer in 2022, we have disclosed his base salary for only 2022 and 2023. (3)Mr. Arora's employment agreement was amended and localized to Switzerland in May 2021. For the remainder of 2021 his base salary of 860,000 CHF was denominated and paid in CHF. The 2021 salary shown on this table reflects the five months of Mr. Arora's base salary that was paid in USD (375,000) and the seven months of base salary paid in CHF (550,435) converted to USD at an exchange rate of 1.09721 USD per CHF, consistent with the exchange rate in effect at the balance sheet date of December 31, 2021. For 2022, Mr. Arora's base salary reflects his annualized base salary 860,000 CHF converted to USD at an exchange rate of 1.08471 USD per CHF consistent with the exchange rate in effect at the balance sheet date of December 31, 2022. |
Annual Incentive Awards
Our Annual Incentive Plan is intended to provide for formulaic annual incentive awards to our NEOs and serves as a critical tool for rewarding the achievement of our financial and strategic goals.
In order to achieve a competitive total compensation package, we established individual annual incentive targets expressed as a percentage of salary for each NEO. For our NEOs, annual incentive targets are governed by the terms of their employment agreements, but are not guaranteed. The annual incentive targets for each NEO are displayed below.
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| Name | 2021 Bonus Target | 2022 Bonus Target | 2023 Bonus Target |
| Albert A. Benchimol | 175 | % | 175 | % | 175 | % |
| Peter J. Vogt | 125 | % | 125 | % | 125 | % |
Vincent Tizzio(1) | — | % | 150 | % | 150 | % |
| David S. Phillips | 125 | % | 125 | % | 125 | % |
Conrad Brooks(2) | — | % | 100 | % | 100 | % |
Steve K. Arora(3) | 125 | % | 125 | % | N/A |
Peter W. Wilson(3) | 125 | % | 125 | % | N/A |
(1)As Mr. Tizzio joined the Company in January 2022, we have disclosed Mr. Tizzio's bonus target for only 2022 and 2023. (2)As Mr. Brooks was designated a named executive officer in 2022, we have disclosed his bonus target for only 2022 and 2023. (3)Each of Messrs. Arora and Wilson received their 2022 bonus at target pursuant to the severance provisions of their respective employment agreements. |
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| Name | 2022 Bonus Target | 2023 Bonus Target | 2024 Bonus Target |
Vincent Tizzio (1) | 150 | % | 160 | % | 170 | % |
| Peter Vogt | 125 | % | 125 | % | 125 | % |
| David Phillips | 125 | % | 125 | % | 125 | % |
| Conrad Brooks | 100 | % | 100 | % | 125 | % |
Daniel Draper (2) | — | % | 100 | % | 125 | % |
Albert Benchimol (3) | 175 | % | N/A | N/A |
1.Upon appointment to CEO and President in May 2023, Mr. Tizzio's bonus target was increased to 160%. His actual 2023 bonus was prorated to account for his pre-appointment bonus target of 150%.
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2.As Mr. Draper was designated a named executive officer in 2023, we have disclosed his bonus target for 2023 and 2024 only.
3.Mr. Benchimol received the payments and benefits required under his employment agreement in connection with the Company's non-renewal of his contract. This agreement was originally entered into in 2012 with subsequent renewals and amendments. The payments described in the following sections reflect these contractual agreements - "Employment and Other Agreements with Named Executive Officers" and "Potential Payments Upon Termination or Change in Control".
For 2022,2023, annual incentive compensation was determined based on the weightings of Company financefinancial metric, business unit financial metric and individual non-financial metrics as follows:
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| Financial Metrics | | Strategic Business Goals (Non-Financial Metrics) |
| Executive | Company Financial Metric (OROACE) Weighting | Business Unit Financial Metric Weighting | | Individual Non-Financial Metrics |
| Albert A. Benchimol | 75 | % | — | % | | 25 | % |
| Peter J. Vogt | 70 | % | — | % | | 30 | % |
| Vincent C. Tizzio | 70 | % | — | % | | 30 | % |
| David S. Phillips | 55 | % | 30 | % | | 15 | % |
| Conrad D. Brooks | 70 | % | — | % | | 30 | % |
Steve K. Arora(1) | — | % | — | % | | — | % |
Peter W. Wilson(1) | — | % | — | % | | — | % |
(1)Each of Messrs. Arora and Wilson received their 2022 bonus at target pursuant to the severance provisions of their respective employment agreements. |
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| Financial Metrics | | Strategic Business Goals (Non-Financial Metrics) | |
| Executive | Company Financial Metric (OROACE) Weighting | Business Unit Financial Metric Weighting | | Individual Non-Financial Metrics | |
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| Vincent Tizzio | 75 | % | — | % | | 25 | % | |
| Peter Vogt | 70 | % | — | % | | 30 | % | |
| David Phillips | 55 | % | 30 | % | | 15 | % | |
| Conrad Brooks | 70 | % | — | % | | 30 | % | |
| Daniel Draper | 70 | % | — | % | | 30 | % | |
Albert Benchimol (1) | — | % | — | % | | — | % | |
1.Mr. Benchimol received the payments and benefits required under his employment agreement in connection with the Company's non-renewal of his contract. This agreement was originally entered into in 2012 with subsequent renewals and amendments. The payments described in the following sections reflect these contractual agreements - "Employment and Other Agreements with Named Executive Officers" and "Potential Payments Upon Termination or Change in Control".
Company Financial Performance Goals and Results
At the beginning of each year, the Committee sets a financial performance target after considering the Company’s business plan, peer performance and market conditions for the current year. The Committee also receives input from its independent compensation consultant as to the balance between the rigor and achievability of our goals.
Our target OROACE goal for 20222023 was 10.1%16.0%, compared to 8.5%a target of 10.1% in 2021.
2022. For 2022,2023, the Company's annualAdjusted OROACE of 11.1% exceeded target, however this strong result(which excludes the reserve strengthening) was due in part to rising interest rates in 2022 which ultimately had the effect of decreasing average shareholders' equity for the year. 18.5%.
The Human Capital and Compensation Committee used itsapplied the bonus formula utilizing the Adjusted OROACE, as well as both business unit results and individual non-financial performance achievements to generate an overall bonus score for each individual. The Committee then applied negative discretion ranging from (1%) to determine actual(39%) to cap all bonus payouts basedfor the CEO and our current NEOs at no more than 120% of target. In exercising negative discretion the Committee balanced the record underlying financial performance and advancement of strategic business goals, against the reserve strengthening action and its impact on Adjusted OROACE, which uses beginning year shareholders' equity rather than average common shareholders' equity. An Adjusted OROACE of 10.2% resulted in ashareholders. Pre negative discretion, bonus payout of 102% under the Company financial portion of the formula, which is lower than the payoutpayouts would have been using the OROACEranged from 121% to 144% of 11.1%. The Human Capital and Compensation Committee believes this result more accurately reflects the Company's financial performance.target.
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| | Annual Incentive Plan Goal Ranges(1) |
| | OROACE
Achievement | Multiplier |
| Maximum | 15.1 % + | 200 | % |
| Target | 10.1 | % | 100 | % |
| Threshold | 5.1 | % | 50 | % |
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| (1) The table above sets forth the threshold, target and maximum performance level, as well as the respective payout factor for the OROACE portion of the Annual Incentive Plan. For results between the applicable threshold, target or maximum levels performance level payouts are determined using linear interpolation. |
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| | OROACE
Achievement | Multiplier | |
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| Maximum | 21% + | 200% | |
| Target | 16% | 100% | |
| Threshold | 11% | 50% | |
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1.The table above sets forth the threshold, target and maximum performance level, as well as the respective payout factor for the OROACE portion of the Annual Incentive Plan. For results between the applicable threshold, target or maximum levels performance level payouts are determined using linear interpolation. |
Business Unit Financial Performance Goals and Results
For our Investments business unit, financial performance is measured on a relative performance basis against a neutral benchmark intended to provide a comparable set of investments. In 2022,2023, our investment portfolio outperformedunderperformed against the neutral benchmark, resulting in Mr. Phillips receiving a payoutperformance score of 120.5% of target.
Vince Tizzio, who joined AXIS early in 2022 and was appointed CEO of AXIS Insurance, was given an expanded role as CEO, Specialty Insurance and Reinsurance at mid-year. This new position was created to foster a single, globally integrated approach81% for our
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businesses. Due to the timingInvestment Business Unit Financial portion of his appointment and scope of the expanded role, Mr. Tizzio's financial metric was based only on Company results.bonus.
Company and Individual Non-Financial Metrics
At the beginning of the year, the Committee approves the Company’s non-financial objectives, which are aligned with the Company's strategic business goals. At the end of the year, our CEO evaluates and makes compensation recommendations to the Committee on the performance of the other NEOs against these objectives. The Committee in turn reviews the individual performance of each NEO, considers the recommendations from our CEO (except with regard to his own individual performance) and makes a final decision for each NEO’s compensation.
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Non-Financial Performance Achievements
The table below details the strategic business goals that were established for the Company at the beginning of 2022,2023, and the collective accomplishments against those goals. The Human Capital and Compensation Committee considered the significant progress that was made in 20222023 when assessing the non-financial payout of each NEOs’ bonus. Each of the NEO’sNEOs worked together to deliver significant progress over a transformational year.
20222023 Strategic Business Goals Performance
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| Goal | | Key Accomplishments |
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Exceed plan while delivering higher quality portfolioPlan Premium Volume and Deliver High-Quality Portfolio | | •Achieved record $8.2$8.4 billion gross premiums written, and exceeded our operating plan’s projected return on risk-adjusted capital (“RoRAC”) •Portfolio construction better than planned with improved portfolio balance and reduced earnings volatility •Natural Catastrophe Probable Maximum Loss Exposure meaningfully lower than plannedUnderperforming lines of business were scaled back in terms of premium volume, contributing to improvements in overall profitability metrics |
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Accelerate expansionour Expansion as leading specialty insurera Leading Specialty Insurer | | •Announced new reinsurance vision, exiting property catastrophe reinsurance business and reinforcing our commitment to specialty casualty, professional lines and marineAchieved record production in insurance •Renewed insurance vision in June. DedicatedDeveloped a retail distribution strategy that complements wholesale insurance division introduced to market with teamsdistribution strategy and resources focused specifically on the wholesale channel and positioned to introduce new products and services.drives diversifying growth •TwoSmall and middle markets generated new centersbusiness growth in excess of excellence – Small/Lower Middle$60 million in 2023, from Wholesale, Financial Lines, Cyber and Digital – in formation in support of key strategic initiativesother lines •Consolidated all front-end client facing businesses under one leader |
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Deliver agileAdvanced digital capabilities by transforming intake process with submission data extraction, validation and efficient organization | | •Consolidated all actuarial support functions and analytics under new Chief Underwriting Officer to deliver more efficient use ofaugmentation in two product lines yielding usable data to guide underwriting actionsstreamline process and support efficient and effective decision-making
•Identified and committed to substantial run rate savings expected to be deliveredProtected the reinsurance franchise in a hard catastrophe market by 2025maximizing retention of profitable business throughout 2023 •Insurance underwriting G&A expense ratio decreased 2 points compared to FY 2021,Built out infrastructure for cloud-based data and analytics platform |
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| Deliver More Agile and Efficient Organization | | •Advanced transactional efficiencies by developing and driving strategy for new standards of individual productivity •Executed on savings of $66 million for 2023, outperforming plan •Assigned expense elimination opportunities of approximately $76 million by function and suggested areas from which to optimize expenses with a particularly significant opportunity assigned to our technology organization |
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Deliver measurable impactMeasurable Impact on culture,Culture, DEI, and climateClimate | | •Significant DEI momentum actions. YTD received a total of 11 awards with 8 being DEI relatedAddressed leadership gaps through internal and external mobility •Jobs filled this year had 86%91% diverse candidate slates; 61%67% of all requisitions filled both internally and externally were filled with diverse candidates •Despite restructuring actions, maintained strongRecord high response rate of 86% on team member engagement score at 81, which is 8 points above targetsurvey, indicating employees remain deeply engaged •CarbonAnnounced 2030 greenhouse gas (GHG) reduction goals approvedtargets and published first Task Force on Climate-Related Financial Disclosures (“TCFD”) reportevolved GHG control and measurement framework •Maintained or improved external ESG ratings and rankings |
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Successful Leadership Transition (CEO Only) | | •Managed significant leadership transitions and with positive impact overall, setting organization up for future
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Annual Incentive Plan Performance Results and Payouts
| Albert A. Benchimol | | 2022 Metric | (A)
Weighting | (B)
Target Bonus ($) | (C)
Performance Result | (D) = A*C
Payout Factor | (E) = D*B Actual Bonus Earned ($) |
| Vincent Tizzio | |
| 2023 Metric | |
| 2023 Metric | |
| 2023 Metric | |
| | Company Financial | |
| | Company Financial | |
| | Company Financial | Company Financial | 75% | 1,443,750 | 102% | 76.5% | 1,472,625 |
| Individual Non-Financial | Individual Non-Financial | 25% | 481,250 | 110% | 27.5% | 529,375 |
| | Individual Non-Financial | |
| Individual Non-Financial | |
| TARGET BONUS | TARGET BONUS | 100% | 1,925,000 | TOTAL ACTUAL | 104.0% | 2,002,000 |
| TARGET BONUS | |
| TARGET BONUS | |
| | | | NEGATIVE DISCRETION | |
| | | | NEGATIVE DISCRETION | |
| | | | NEGATIVE DISCRETION | |
| | | | TOTAL ACTUAL PAYOUT (1) | |
| | | | TOTAL ACTUAL PAYOUT (1) | |
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| Peter Vogt | |
| 2023 Metric | (B)
Weighting | (A)
Target Bonus ($) | (C)
Performance Result | (D) = B*C
Payout Factor | (E) = D*A Actual Bonus Earned ($) | |
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| Company Financial | 70% | 612,500 | 142% | 99% | | |
| Individual Non-Financial | 30% | 262,500 | 100% | 30% | | |
| TARGET BONUS | 100% | 875,000 | TOTAL ACTUAL | 129% | 1,132,250 | |
| | | | NEGATIVE DISCRETION | -39% | | |
| | | | TOTAL ACTUAL PAYOUT | 90% | 787,500 | |
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| David Phillips | |
| 2023 Metric | (B)
Weighting | (A)
Target Bonus ($) | (C)
Performance Result | (D) = B*C
Payout Factor | (E) = D*A Actual Bonus Earned ($) | |
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| Company Financial | 55% | 429,688 | 142% | 78% | | |
| Investment Unit Financial | 30% | 234,375 | 81% | 24% | | |
| Individual Non-Financial | 15% | 117,188 | 125% | 19% | | |
| TARGET BONUS | 100% | 781,250 | TOTAL ACTUAL | 121% | 945,313 | |
| | | | NEGATIVE DISCRETION | -1% | | |
| | | | TOTAL ACTUAL PAYOUT | 120% | 937,500 | |
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| Peter J. Vogt |
| 2022 Metric | (A)
Weighting | (B)
Target Bonus ($) | (C)
Performance Result | (D) = A*C
Payout Factor | (E) = D*B Actual Bonus Earned ($) |
| Company Financial | 70% | 590,625 | 102% | 71.4% | 602,438 |
| Individual Non-Financial | 30% | 253,125 | 120.0% | 36.0% | 303,750 |
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| TARGET BONUS | 100% | 843,750 | TOTAL ACTUAL | 107.4% | 906,188 |
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| Conrad Brooks | |
| 2023 Metric | (B)
Weighting | (A)
Target Bonus ($) | (C)
Performance Result | (D) = B*C
Payout Factor | (E) = D*A Actual Bonus Earned ($) | |
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| Company Financial | 70% | 385,000 | 142% | 99% | | |
| Individual Non-Financial | 30% | 165,000 | 150% | 45% | | |
| TARGET BONUS | 100% | 550,000 | TOTAL ACTUAL | 144% | 794,200 | |
| | | | NEGATIVE DISCRETION | -24% | | |
| | | | TOTAL ACTUAL PAYOUT | 120% | 660,000 | |
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| Daniel Draper | |
| 2023 Metric | (B)
Weighting | (A)
Target Bonus ($) | (C)
Performance Result | (D) = B*C
Payout Factor | (E) = D*A Actual Bonus Earned ($) | |
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| Company Financial | 70% | 372,263 | 142% | 99% | | |
| Individual Non-Financial | 30% | 159,541 | 150% | 45% | | |
| TARGET BONUS | 100% | 531,804 | TOTAL ACTUAL | 144% | 767,925 | |
| | | | NEGATIVE DISCRETION | -24% | | |
| | | | TOTAL ACTUAL PAYOUT | 120% | 638,165 | |
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| Vincent C. Tizzio |
| 2022 Metric | (A)
Weighting | (B)
Target Bonus ($) | (C)
Performance Result | (D) = A*C
Payout Factor | (E) = D*B Actual Bonus Earned ($) |
| Company Financial | 70% | 892,500 | 102% | 71.4% | 910,350 |
| Individual Non-Financial | 30% | 382,500 | 120.0% | 36.0% | 459,000 |
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| TARGET BONUS | 100% | 1,275,000 | TOTAL ACTUAL | 107.4% | 1,369,350 |
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| David S. Phillips |
| 2022 Metric | (A)
Weighting | (B)
Target Bonus ($) | (C)
Performance Result | (D) = A*C
Payout Factor | (E) = D*B Actual Bonus Earned ($) |
| Company Financial | 55% | 429,688 | 102% | 56.1% | 438,281 |
| Investment Unit Financial | 30% | 234,375 | 120.5% | 36.2% | 282,422 |
| Individual Non-Financial | 15% | 117,188 | 110.0% | 16.5% | 128,906 |
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| TARGET BONUS | 100% | 781,250 | TOTAL ACTUAL | 108.8% | 849,609 |
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| Conrad D. Brooks |
| 2022 Metric | (A)
Weighting | (B)
Target Bonus ($) | (C)
Performance Result | (D) = A*C
Payout Factor | (E) = D*B Actual Bonus Earned ($) |
| Company Financial | 70% | 350,000 | 102% | 71.4% | 357,000 |
| Individual Non-Financial | 30% | 150,000 | 120.0% | 36.0% | 180,000 |
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| TARGET BONUS | 100% | 500,000 | TOTAL ACTUAL | 107.4% | 537,000 |
Long-Term Incentive Awards
We provide long-term incentive compensation to our NEOs through equity awards under our 2017 Long-Term Equity Compensation Plan, which was originally approved by our shareholders at our 2017 Annual General Meeting and amended and restated following the approval of our shareholders at each of our 2021 Annual General Meeting and our 2023 Annual General Meeting (as amended, the "Existing LTEP”). Equity awards directly link the
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COMPENSATION DISCUSSION AND ANALYSIS | 45 |
compensation of our NEOs to the interests of our shareholders as the amount the executive will ultimately receive under these awards is determined by our stock price.price and beginning with 2024 PSU awards, diluted book value per share growth as well. In addition, the vesting requirement for our equity awards is a valuable retention tool in our competitive industry.
Under the Existing LTEP, twothe following types of equity awards were granted to our NEOs in 2022:2023: (a) time-vesting restricted stock unit awards (“RSUs”); and (b) performance-vesting restricted stock unit awards ("PSU"). These equity awards are summarized in the table below:
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| RSUs CEO: 40% RSUs Other NEOs: 50% or 60% RSUs | | | | PSUs CEO: 60% PSUs Other NEOs: 40% or 50% PSUs | |
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| •Vests 25% per year over four years | | | | •Vests in a single installment on the third anniversary of the vesting commencement date •The number of PSUs that ultimately vest is based onon: •2023 awards: 100% three-year relative TSR(1)(2) •2024 awards: 50% three-year relative TSR and 50% three-year absolute Adjusted DBVPS growth •Peer group for the relative TSR portion of these awards is established at time of grant with performance measured after three years | |
| (1)Mr. Benchimol's PSU award granted in 2023 for the 2022 performance year will be measured over 2023 only.
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1.Mr. Benchimol's PSU award granted in 2023 for the 2022 performance year was measured over 2023 only, resulting in a final below target payout of 51.75%.
2.Mr. Tizzio's PSU award granted in May 2023 is based on three-year absolute TSR CAGR.
2023 Equity Awards Reflected in the Summary Compensation Table (Relating
(Relating to 20212022 Performance)
In 2022, all2023, NEOs were awarded equity awards related to their 2022 performance equal to their target values.values with the exception of our former CEO.
RSUs vest over four years conditioned on continued employment. For PSUs, performance is measured over the forward-looking three-year period with the number of PSUs that ultimately vest ranging from 0% to 200% of target. Equity-based incentives granted in 20222023 for the 20212022 performance year as shown in the table below are reflected in the Summary Compensation Table. With respect to PSUs, the value reflects the impact of Monte Carlo simulation required for accounting purposes, which differs from the award value granted.
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| RSUs & PSUs Awarded in 2022 (Relating to 2021 Performance) |
| Name | RSUs (%) | RSUs ($) | PSUs (%) | PSUs ($) | Total ($) (1) |
| Albert A. Benchimol | 40 | % | 2,699,972 | | 60 | % | 4,956,321 | | 7,656,293 | |
| Peter J. Vogt | 50 | % | 600,000 | | 50 | % | 734,272 | | 1,334,272 | |
| Vincent C. Tizzio | 50 | % | 600,000 | | 50 | % | 734,272 | | 1,334,272 | |
| | 2,501,866 | | (2) | | 2,501,866 | |
| David S. Phillips | 50 | % | 499,953 | | 50 | % | 611,836 | | 1,111,789 | |
| Conrad D. Brooks | 60 | % | 389,980 | | 40 | % | 318,169 | | 708,149 | |
| Steve K. Arora | 50 | % | 699,991 | | 50 | % | 856,640 | | 1,556,631 | |
| Peter W. Wilson | 50 | % | 499,953 | | 50 | % | 611,836 | | 1,111,790 | |
(1)Reflects the amounts of the NEOs' annual equity awards granted on January 25, 2022, which is based on the aggregate grant date fair value of PSUs ($68.63 per share) determined by using the Monte Carlo simulation and assuming target performance and for RSUs granted to our NEOs based on the aggregate grant date fair value equal to the closing price of our common stock on January 25, 2022 ($56.08 per share). (2)For Mr. Tizzio, the RSU award of $2,501,866 is a one-time award to replace equity forfeited at his prior employer which will vest in three equal installments on the anniversary of the vesting start date of February 1, 2022. |
As previously disclosed, our former CEO, Mr. Benchimol was awarded a long-term incentive award of $5,000,000 (in comparison to the target of $6,750,000) in 2023 based on his performance in 2022. Under our program, Mr. Benchimol's equity award mix was 60% PSUs and 40% RSUs. However, the performance for this PSU award was measured over 2023 only and resulted in a final below target payout of 51.75%, continuing to align Mr. Benchimol with the interests of the Company and its shareholders during this period. For additional detail surrounding the treatment of Mr. Benchimol's outstanding equity awards upon his termination, see "Executive Compensation – Potential Payments Upon Termination or Change of Control."
Long-Term Incentive Performance Goals for PSU Awards Granted in 20222023 (Relating to 20212022 Performance)
The Committee regularly evaluates its executive compensation programs. Following shareholder feedback, the Company re-introduced a 0% payout for below-threshold performance, and increased the maximum payout for top performance for all PSU awards starting with grants made in early 2021. We continued this approach for all PSU awards made in early 2022.
The number of PSUs earned is determined based on relative TSR over the performance period as compared to our performance peers (as set forth below under “2022“2023 Performance Peer Group”) which are established at the time of grant. PSUs granted in 20222023 have a performance period of January 1, 20222023 through December 31, 2024. 2025, with the exception of Mr.
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| Compensation Discussion and Analysis | |
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Benchimol's award. Mr. Benchimol's 2023 PSU award had a performance period of January 1, 2023 through December 31, 2023 and resulted in a final below target payout of 51.75%.
For the 20222023 grants (relating to 20212022 performance), below are the maximum, target and threshold performance levels.
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| 46COMPENSATION DISCUSSION AND ANALYSIS |
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20222023 Performance Scale for Determining Number of Earned PSUs | |
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| Relative TSR Percentile | Vesting | |
| | | |
| Maximum | ≥ 85th85th | 200 | % | |
| Target | 55th55th
| 100 | % | |
| Threshold | 25th25th
| 25 | % | |
| Minimum | < 25th25th | 0 | % | |
CEO Promotional PSU Award
The number of PSUs earned for Mr. Tizzio's promotional equity is determined based on absolute TSR Compound Annual Growth Rate (CAGR) over the performance period of May 4, 2023 through May 4, 2026 in order to promote a continued focus on driving improved stock price performance. For the 2023 promotional PSU grant, below are the maximum, target and threshold performance levels.
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| 2023 Performance Scale for Determining Number of Earned PSUs | |
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| Absolute TSR CAGR | Vesting | |
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| Maximum | 18 | % | 200 | % | |
| Target | 10 | % | 100 | % | |
| Minimum | 0 | % | 0 | % | |
Vesting of 20202021 PSU Awards
The PSU awards that were granted in early 20202021 vested in March 20232024 based on the Company’s growth in TSR relative to its peer group. The performance period for the PSUs granted in 20202021 was January 1, 20202021 through December 31, 2022.2023. As of December 31, 2022,2023, the three-year TSR ranked atslightly less than the 32nd25th percentile of the peer group that was determined at the time of grant. This resulted in a payout factor of 77.2%.0% and all awards were cancelled in full. The below table describes the performance scale used to determine the number of shares actually earned by the NEOs based on this performance.PSUs for our 2021 awards.
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| PSUs Awarded in 2021 Performance Period (January 2021 - December 2023) | |
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| Name | Number of Target PSUs Granted | Number of PSUs Earned Based on Performance | |
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| Peter Vogt | 10,462 | 0 | |
| David Phillips | 8,369 | 0 | |
| Conrad Brooks | 4,603 | 0 | |
| Albert Benchimol | 62,774 | 0 | |
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PSUs Awarded in 2020
Performance Period (January 2020 - December 2022) |
| Name | Number of Target
PSUs Granted | Number of PSUs Earned
Based on Performance |
| Albert A. Benchimol | 48,185 | 37,198 |
| Peter J. Vogt | 6,826 | 5,269 |
| David S. Phillips | 5,460 | 4,215 |
| Conrad D. Brooks | 3,754 | 2,898 |
| Steve K. Arora | 9,556 | 7,377 |
| Peter W. Wilson | 6,826 | 5,269 |
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| | Compensation Discussion and Analysis |
| 2020 |
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| 2021 Performance Scale Used to Determine Number of Earned PSUs | |
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| Relative TSR Percentile | Vesting | |
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| Maximum | ≥ 80th85th | 125200 | % | |
| Target | 55th | 100 | % | |
ActualThreshold | 32nd25th | 7725 | % | |
| Minimum | ≤ 30th< 25th | 750 | % | |
As discussed abovepreviously disclosed, the Human Capital and consistentCompensation Committee and independent directors of the Board approved the accelerated distribution of 50% of the shares covered by Mr. Benchimol’s equity awards that were outstanding as of December 31, 2023, aligned to the completion of his employment agreement (rather than requiring Mr. Benchimol to wait until the scheduled distribution dates to receive such portion of the shares underlying his awards in accordance with shareholder feedback, the terms of his employment agreement).
The performance vesting of the PSUs was calculated based on actual performance at December 31, 2023 for the 2022 and 2023 outstanding PSU awards, grantedwhich resulted in early 2020 (that vested in early 2023) were the last vintage of awards granted with a minimumfinal payout of 75%.0% for the 2022 award and 51.75% for the 2023 award. In approving the accelerated distribution for a portion of the shares underlying Mr. Benchimol’s outstanding equity awards, the Committee and independent directors considered, among other things, the desire to mitigate the potential impact of adverse tax consequences under the U.S. Internal Revenue Code related to certain deferred compensation arrangements and the benefit to having the remaining portion of the shares underlying outstanding equity awards deliver on schedule to continue to align Mr. Benchimol with the interests of the Company and its shareholders during this period.
20232024 Equity Awards (Relating to 20222023 Performance Year)
The Committee believes that awarding a mix of both RSUs and PSUs creates a balanced long-term incentive program. The RSUs provide the Company with a strong retention tool for its executives while also incentivizing our executive team to drive an overall increase in TSR and DBVPS over the performance period. The Committee approved equity awards atranging from 100% to 145% of target for its current NEOs, other than the CEO.
As discussed earlier, the Committee awarded the CEO a long-term incentive award of $5 million (in comparison to the target of $6.75 million). Under our program, Mr. Benchimol's equity award mix remains at 60% PSUs. However, the performance for this PSU award will be measured over 2023 only, continuing to align Mr. Benchimol with the interests of the Company and its shareholders during this period. For additional detail surrounding the treatment of Mr. Benchimol's outstanding equity awards upon his termination, see "Executive Compensation – Potential Payments Upon Termination or Change of Control."NEOs.
The table below reflects the value of LTI communicated to each NEO in January 2023.2024. These awards, with the TSR portion of PSUs valued using the Monte Carlo simulation, will be reflected in the Summary"Summary Compensation TableTable" and "Grants of Plan-Based Awards Table" in next year’s proxy statement.proxy.
In May 2023, the Committee approved new 2023 LTI targets for Mr. Vogt, Mr. Brooks and Mr. Draper of $1,400,000, $750,000 and $550,000. In January 2024, the Committee approved new 2024 LTI targets for Mr. Tizzio, Mr. Brooks and Mr. Draper of $4,200,000, $800,000 and $800,000, respectively.
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| | 2024 Equity Awards (Relating to 2023 Performance) | |
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| Name | RSUs (%) | RSUs
($) | PSUs (%) | PSUs
($) | Total
($) | Total as a % of 2023 LTI Target | |
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| Vincent Tizzio | 40 | % | 1,540,000 | 60 | % | 2,310,000 | 3,850,000 | 110 | % | |
| Peter Vogt | 50 | % | 700,000 | 50 | % | 700,000 | 1,400,000 | 100 | % | |
| David Phillips | 60 | % | 600,000 | 40 | % | 400,000 | 1,000,000 | 100 | % | |
| Conrad Brooks | 60 | % | 600,000 | 40 | % | 400,000 | 1,000,000 | 133 | % | |
| Daniel Draper | 60 | % | 480,000 | 40 | % | 320,000 | 800,000 | 145 | % | |
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| 2023 Equity Awards (Relating to 2022 Performance) |
| Name | RSUs (%) | RSUs ($) | PSUs (%) | PSUs ($) | Total ($) |
| Albert A. Benchimol | 40 | % | 2,000,000 | 60 | % | 3,000,000 | 5,000,000 |
| Peter J. Vogt | 50 | % | 600,000 | 50 | % | 600,000 | 1,200,000 |
| Vincent C. Tizzio | 50 | % | 600,000 | 50 | % | 600,000 | 1,200,000 |
| David S. Phillips | 50 | % | 500,000 | 50 | % | 500,000 | 1,000,000 |
| Conrad D. Brooks | 60 | % | 390,000 | 40 | % | 260,000 | 650,000 |
Steve K. Arora(1) | — | % | — | % | — | % | — | % | — | % |
Peter W. Wilson(1) | — | % | — | % | — | % | — | % | — | % |
(1)1.Messrs. Arora and WilsonMr. Benchimol did not receive a 2023 equity award relating to 2022 performance. For more information, see "Executive Compensation – Potential Payments Upon Termination or Change of Control."2024 Equity Award as per his termination effective December 31, 2023.
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2023 Performance Scale for Determining Number of Earned PSUsCompensation Discussion and Analysis | |
| | Relative TSR PercentileVesting |
Maximum | ≥ 85th | 200 | % |
Target | 55th | 100 | % |
Threshold | 25th | 25 | % |
Minimum | < 25th | 0 | % |
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| | 2024 Performance Scale for Determining Number of Earned PSUs | |
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| | Absolute Adjusted DBVPS Growth (50% of Award) | Vesting | Relative TSR Percentile (50% of Award) | Vesting | |
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| Maximum | 22.5 | % | 200 | % | ≥ 85th | 200 | % | |
| Target | 15 | % | 100 | % | 55th | 100 | % | |
| Threshold | 5 | % | 50 | % | 25th | 25 | % | |
| Minimum | <5 % | 0 | % | < 25th | 0 | % | |
HUMAN CAPITAL AND COMPENSATION PROCESSHuman Capital and Compensation Committee Process
Under our Human Capital and Compensation Committee’s charter, the Committee:
•evaluates the CEO's performance relative to corporate goals and objectives established by the Committee and recommends the CEO's annual compensation to the Board for approval;
•reviews and approvesapproves annual compensation, as well as any offers of employment for executive committee members;
•reviews and approves compensation programs and policies affecting our executives, as well asincluding our other employees;clawback policy;
•reviews, approves and recommends to the Board the form and amount of director compensation;
•reviews and approvesapproves all equity awards to our executive committee members and establishes the pool for all other equity award recipients;
•reviews and approves the design of our incentive and equity compensation plans and any changes or amendments to those plans;
•considers the outcome of the shareholder advisory vote on executive compensation annually in connection with its determination of our NEOs’ compensation and the related programs;
•reviews the Company's strategies, policies, practices and reporting relating to human capital management; and
•reviews and advises on executive development and succession plans.
The Committee considers recommendations and information from management and our independent consultant regarding executive compensation and director compensation. The Committee is permitted to delegate any of its responsibilities to subcommittees in its discretion, but has not done so to date. The Committee's annual process for reviewing and determining executive compensation is summarized below:
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| Compensation Discussion and Analysis |
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The Committee conducts the other key activities set forth in its charter throughout the year, as illustrated below:
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| Executive Compensation Activities | | | | | | | | Other Key Activities |
| | THE YEAR |
| 48 |
| COMPENSATION DISCUSSION AND ANALYSIS•Reviews and approves the financial performance goals under the annual and long-term incentive plans for the current year.
•Reviews and approves non-financial goals and weightings. | Reviews design of annual and long-term incentive plans | | •Reviews the performance of the Committee’s independent consultant. •Conducts a Committee self assessment. •Approves the Committee’s report for our proxy statement. |
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| Reviews quarterly progress against non-financial goals established at the beginning of the year | |
| •Considers the shareholder advisory vote on Say on Pay with respect to the NEOs and feedback from shareholders during engagement. •Reviews trends in executive compensation and broader human capital management. | | •Conducts bi-annual shareholder outreach and the Committee Chair participates in shareholder conversations. •Reviews executive compensation programs, including consideration of our Say-on-Pay vote and shareholder feedback |
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| •Conducts CEO and executive committee benchmarking. •Reviews CEO performance and determines annual pay decision after consulting with the independent members of the Board. Reviews CEO’s pay recommendations for executive committee members. | | | •Reviews director compensation, including principles for determining form and amount. •Determines Committee response to shareholder feedback, including the review of potential changes to compensation programs. •Reviews and approves annual incentive spend and long-term incentive funding for the entire organization, based on final year results. |
Reviews human capital management matters and strategies |
RISK MANAGEMENT AND COMPENSATIONRisk Management and Compensation
In line with the Company’s requirements for managing compensation risk, the Human Capital and Compensation Committee seeks to ensure that our executive compensation program does not encourage executives to take risks that are inconsistent with the long-term success of the Company. The Committee believes that AXIS’ executive compensation program does not encourage inappropriate risk-taking. Specifically, in 2022,2023, the Company’s annual incentive and long-term incentive plans were tied to our OROACE and rTSR performance, respectively, aligning our shareholders’ short- and long-term interests with the decision-making forof our employees and NEOs.executives.
Additionally,
•the Committee retains discretion in overseeing our compensation programs, such that meaningful reductions in compensation are possible.
•the Committee also retains downward discretion if our risk management policies or tolerances have been breached;
•our executive compensation Clawback Policy ensures that our executives are not inappropriately rewarded in the event that we are required to restate our financial results;
•our stock ownership guidelines are designed to ensure that the long-term interests of our executives are aligned with those of our shareholders;
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| AXIS 2024 Proxy Statement | 65 |
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| Compensation Discussion and Analysis | |
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•the Chair of our Human Capital and Compensation Committee meets annually with our Risk Committee to review the Company’s compensation policies;
•the Chair of our Risk Committee is also a member of our Human Capital and Compensation Committee; and
•our Human Capital and Compensation Committee retains an independent consultant, apart from any consultant retained by management, as discussed in detail below.
HUMAN CAPITAL AND COMPENSATION COMMITTEE CONSULTANTHuman Capital and Compensation Committee Consultant
Our Human Capital and Compensation Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Human Capital and Compensation Committee and evaluate executive compensation, including the sole authority to approve the fees and any other retention terms for such consultant or advisor. Korn Ferry served as the Committee's independent compensation consultant in 2022. In December 2022, the Company retained Frederick W. Cook & Co. ("FW Cook") to serve as its independent compensation consultant for 2023. Korn Ferry was retained to provide transitional consulting services through March 31, 2023.
The independent compensation consultant assisted in establishing the Company's compensation policies and programs. During 2022,2023, the independent compensation consultant:
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COMPENSATION DISCUSSION AND ANALYSIS | 49 |
•reviewed and advised the Human Capital and Compensation Committee on matters concerning compensation of the CEO and our other executive officers;
•reported on all aspects of short and long-term compensation program design, including incentive mix, measures and plan leverage;
•reported on emerging trends and developments in executive compensation and corporate governance;
•prepared quarterly formal presentations for the Human Capital and Compensation Committee regarding executive compensation;
•advised on peer groups;
•prepared and reviewed compensation benchmarking analysis for each of the Company’s executive committee members; and
•reviewed and advised on director compensation.compensation (including subsidiary boards).
Each year, our compensation consultant is required to submit a letter describing any conflicts of interest and other factors relating to its independence. The Committee has determined that Korn Ferry is independent and its work during 2022 did not, and its work during 2023 will not, raise any conflict of interest. The Committee determined that FW Cook is independent and its work during 2023 did not, and its work during 2024 will not, raise any conflict of interest.
From time to time, management also engages its own external compensation consultant to advise on the Company’s compensation programs generally, prepare reports that compare our compensation programs to those of peer companies and help ensure the competitiveness and appropriateness of our compensation programs.
PEER BENCHMARKINGPeer Benchmarking
AXIS gives careful consideration to each element of total compensation and evaluates each NEO's competitive position on a total direct compensation basis, including base salary and short- and long-term incentive targets. When setting executive compensation, we consider market pay practices and pay levels using a compensation peer group and industry-leading surveys.
The Committee regularly reviews the Company’s peer groups and considers advice from its compensation consultant. In selecting its compensation peer group, the Committee seeks companies operating in similar industries, with a similar business model and similar size and geographic footprint. In 2023, with the support of FW Cook, the Committee expects to conduct a reassessment ofreassessed its compensation and performance peer groups.groups to provide a more robust data set for compensation and performance assessment decisions and, with respect to the performance peer group, to reflect peers that the Company considers when discussing Company performance with the investor community.
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| Compensation Discussion and Analysis |
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The Committee has established a separate performance peer group to assess relative performance to determine vesting for performance-contingent equity awards. The performance peer group augments the compensation peer group with additional global (re)insurers. Importantly, the Committee believed a larger peer group was necessary to compare performance given that the compensation group is fairly small andsmall. The Committee also considered that the industry consolidation of recent years is expected to continue.
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| 20222023 Compensation Benchmarking Peer Group | |
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| •Alleghany Corporation(1)American Financial Group, Inc. •Arch Capital Group Ltd. •Argo Group International Holdings, Ltd.Beazley •(2)Cincinnati Financial Corporation •CNA Financial Corporation •Everest Re Group, Ltd. •The Hanover Insurance Group, Inc. •Hiscox •Kemper •Markel Corporation •Renaissance ReRennaissanceRe Holdings Ltd. •RLI Corp. •Selective Insurance Group •SiriusPoint •W.R. Berkley Corporation | | | Purpose •Provides appropriately sized peers when evaluating our executive compensation levels •Avoids potential pay inflation that could occur if larger performance peers were included when determining pay targets
Selection Criteria
•Size-appropriate global (re)insurance companies
•Underwrite similar lines of business with similar geographic breadth
•Representative of the competitive marketplace for talent
•Strong capitalization as indicated by A.M. Best rating
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(1)Alleghany Corporation will not be included in our 2023 compensation benchmarking peer group due to recent acquisition activity.
(2)Due to its recently announced merger, Argo Group International Holdings, Ltd. will likely not be included in our 2023 performance peer group.
In addition to the compensation peers listed above, the Committee also uses market data sourced from the following surveys:
•Mercer US Property and Casualty Insurance Survey
•Willis Towers Watson Financial Services Executive Compensation Survey
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50 | COMPENSATION DISCUSSION AND ANALYSIS |
•Equilar Top 25 Executive Compensation Survey
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2022 Performance Peer Group |
| Purpose
•Provides a statistically-robust sample of relevant companies for PSU performance
•Incorporates international peers, representing the Company’s expanded global footprint
•Avoids potential relative payout anomalies that could occur with a smaller sample size
Selection Criteria •GlobalSize-appropriate global (re)insurance and property and casualty insurance companies •Underwrite similar lines of business with similar geographic breadth •Relevant public P&C insurers and reinsurersRepresentative of the competitive marketplace for talent •Relevant international company with similar P&C underwriting operations •Representative of the marketplace for investment capitalStrong capitalization as indicated by A.M. Best rating
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| •2023 Performance Peer GroupAlleghany Corporation(1)
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| •American Financial Group, Inc. •American International Group Inc. •Arch Capital Group •Argo Group International Holdings, Ltd.(2)
•Chubb Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Re Group, Ltd. •Fairfax Holdings Limited •Hannover Ruck SE •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •James River Group Holdings Ltd. •Kinsale Capital Group | •Lancashire Holdings Limited | | | •Markel Corporation •Munich REMünchener •Old Republic International Corporation •ProAssurance Corporation •QBE Insurance Group •RenaissanceRe Holdings Ltd. •RLI CorpCorp. •SCOR SE •Selective Insurance Group •Swiss Re LTDAG •The Traveler’sTravelers Companies, Inc. •United Fire Group, Inc. •W.R. Berkley CorpCorporation •Zurich ReInsurance Group AG | | | Purpose •Provides a statistically-robust sample of relevant companies for PSU performance •Incorporates international peers, representing the Company’s expanded global footprint •Avoids potential relative payout anomalies that could occur with a smaller sample size Selection Criteria •Global (re)insurance companies with similar geographic breadth •Relevant public P&C insurers and reinsurers •Relevant international company with similar P&C underwriting operations •Representative of the marketplace for investment capital | |
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1.Effective with 2024 PSU awards, the following changes were made to the Performance Peer Group: Added - Beazley, Hiscox, Kemper, SiriusPoint, Removed - Hannover Ruck SE, Old Republic International Corporation, ProAssurance Corporation, United Fire Group, Inc.
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| AXIS 2024 Proxy Statement | 67 |
(1)Alleghany Corporation will not be included in our 2023 performance peer group due to recent acquisition activity.
(2)Due to its recently announced merger, Argo Group International Holdings, Ltd. will likely not be included in our 2023 performance peer group. | | | | | |
| Compensation Discussion and Analysis | |
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OTHER COMPENSATION TOPICSOther Compensation Topics
Perquisites and Other Personal Benefits
Because our business is global and we are headquartered in Bermuda, our NEOs may be required to relocate or travel for business in order to work for us. To reduce the likelihood that this factor will discourage talented executive officers from joining AXIS, in some cases, we provide reimbursement for certain expenses associated with working in our various locations to ensure we maintain our global presence. Therefore, we have aligned our perquisites practices with our Bermudian peers and other local practices, where appropriate, in order to remain competitive and encourage global mobility. From time to time, the Committee will review the appropriateness and competitiveness of our perquisites relative to those generally offered to senior executives at peer companies. Most recently, we have removed the Chief Executive Officer's Bermuda housing allowance and personal use of the Company aircraft to further align with our market-based approach to perquisites.
We also provide other perquisites and benefits, as well as the general health plan and employee benefits provided to all employees, which make us a competitive employer and do not represent a significant cost to us. These benefits also provide our NEOs with the security and convenience that allows them to focus their attention on carrying out their responsibilities to AXIS. Refer to "Executive Compensation – All Other Compensation for 2022 2023 – Supplemental Table" for additional detail.
Severance Benefits
Although we do not maintain a general severance plan for our NEOs, each of our NEOs has rights under their employment agreements upon termination of their employment. The terms and conditions of the separation benefits and payments are described in detail in the section titled “Potential Payments Upon Termination or Change in Control.” We provide these benefits in order to be competitive as an employer. We also provide various benefits in connection with a change in control, in part because a change in control situation often undermines our NEOs’ job security, and it is to the benefit of AXIS and its shareholders to encourage the NEOs to seek out beneficial business transactions and to remain with us through the closing of the transactions, even though their futures may be uncertain as a result. As such, we structured the change in control provisions in each of the employment agreements for our NEOs with a “double trigger,” which requires termination of the executive without cause or termination by the executive for good reason in connection with a change in control. Because the consummation of a transaction alone would not trigger this benefit, this structure essentially places the decision of whether or not to trigger change in control benefits largely in the hands of the acquiring company.
We provide our NEOs with benefits and severance payments if we terminate them without cause and if they terminate their employment for good reason. These benefits add a level of security to each NEO’s position. We believe these benefits are needed to attract and retain talented executives. These provisions encourage individuals to move from other firms and help attract individuals new to our industry, which is generally more volatile. In addition, we face significant competition within our industry for experienced leaders, and we believe these benefits are needed to remain competitive as an employer as it is a common feature in many of our competitors’ compensation programs. Furthermore, we provide these benefits in part so that we can obtain valuable agreements from the NEOs to
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COMPENSATION DISCUSSION AND ANALYSIS | 51 |
assign to us certain intellectual property rights and maintain the confidentiality of our information, and not to compete with us or solicit our employeesteammates or customers for a certain period of time after leaving. Moreover, providing termination payments allows us to obtain a release of claims from the NEO upon the NEO's departure from AXIS, which we consider a valuable benefit to us.
We continue to review our approach to NEO severance benefits and to further align AXIS with market standards. Most recently, we have reduced the total severance payable upon the Company's termination of the employment agreement with respect to the Chief Executive Officer. The terms and conditions of the separation benefits and payments are described in detail in the section titled “Potential Payments Upon Termination or Change in Control.”
Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging
The Company’s policy on insider trading generally permits directors and executive officers (including our NEOs) to engage in transactions involving the Company’s common stock and other securities only (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material non-public information. Our policy prohibits our directors, executives officers and employees from transacting certain forms of hedging or monetization transactions (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or
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| Compensation Discussion and Analysis |
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otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities held by them. Additionally, the pledging, or using as collateral, the Company’s securities in order to secure personal loans or other obligations is also prohibited.
Clawback Policy
The Company has adopted a compensation recoupment policy ("Clawback PolicyPolicy") relating to the recovery of executive compensation. Under the terms of the Company’s Clawback Policy, as currently in effect, if the Company is required to restate its financial results because of its material noncompliance with any financial reporting requirement under applicable securities laws, the Committee will review all awards or payments of any form of incentive-based compensation made to current and former executive officers within the three-year period immediately preceding the date on which the Company is required to prepare the restatement and will, to the extent permitted by applicable law, seek to recover for the benefit of the Company the difference between the amounts awarded or paid and the amounts which would have been awarded or paid based on the restated results. The Clawback Policy is based on regulations issued by the SEC to fulfill aspects of the Dodd-Frank Act and will be amended further to reflect final rules adopted by the NYSE at the direction of the SEC. The Clawback Policy supplements the clawback provisions required under the Sarbanes-Oxley Act of 2002, which remain in effect. In addition, the Existing LTEP and Annual Incentive Plan provide that the Company has a right to recoup compensation in accordance with the Clawback Policy and applicable law. The Company is monitoring stock exchange policy updatesamended its Clawback Policy in September 2023 to comply with newthe newly adopted SEC rules adopted by SEC in October 2022 and will adjust the Clawback Policy accordingly.NYSE listing standards regarding compensation recoupment.
Stock Ownership Guidelines for Directors and Executive Officers
We believe it is important to align the financial interests of our directors, NEOs and other designated senior executives with those of our shareholders. Accordingly, we have robust stock ownership guidelines designed to ensure that the minimum required amounts, set forth below, sufficiently align their long-term interests with those of AXIS.
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| Name of Position | Stock Ownership Requirements(1) |
| CEO | 10x Annual Base Salary |
Chair(2) | 5x Total Earned Compensation |
| Other NEOs | 3x Annual Base Salary |
| Directors | $500,000 |
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(1)Directors, NEOs and designated senior executives have five years to comply with the minimum required amount.
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(2)
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1.Directors, NEOs and designated senior executives have five years to comply with the minimum required amount. Shares of AXIS common stock owned by directors or covered executives along with the portion of unvested time-based restricted stock units that settle in common shares are allocated toward meeting these guidelines.
2.Total Earned Compensation as reflected in the Director Compensation table set forth later in this proxy statement.
