AXIS CAPITAL HOLDINGS LTD AXS

Removed from 2025

• Named Executive Officers43Executive Summary43Business Performance43Financial Results44Strategic Highlights44Shareholder Engagement and Responsiveness to 2024 Say on Pay Vote45Strong Link Between Pay and Performance462024 Pay and Performance – CEO Compensation47Best Pay Practices48Executive Compensation Philosophy and Key Features48Elements of Executive Compensation50Human Capital and Compensation Committee Process57Risk Management and Compensation 58Human Capital and Compensation Committee Consultant59Peer Benchmarking 59Other Compensation Topics61
• AXIS delivered excellent performance in 2024, generating strong results across all key indices for four quarters in a row and advancing our strategy to elevate AXIS as a specialty underwriting leader.
• Highlights included record gross premiums written and strong underwriting results, which together with record investment income, resulted in record operating earnings per share for the year.
• Vincent Tizzio was appointed as our President and Chief Executive Officer on May 4, 2023, and the graphs below show the progress made under his leadership as measured by the total shareholder return ("TSR") since his appointment, and for the 2024 calendar year.
• The TSR metric calculates the value of an investment in AXIS common stock on May 4, 2023 assuming the reinvestment of dividends paid.
• TSR from May 4, 2023 - December 31, 2024S&P 500S&P 500P&C Index
• Financial Results
• OROACE is the financial metric used for determining cash incentive awards under our Annual Incentive Plan.
• Relative TSR ("rTSR") was the sole financial metric used for determining the PSU payouts after the three-year performance period for awards granted for 2022 - 2023.
• Commencing in 2024, the PSU awards include an additional metric of Adjusted DBVPS.
• AXIS Capital’s 2024 financial results for these performance metrics on an absolute basis are set forth below:
• MeasureResults Change versus Fiscal Year 2023 ROACE20.5%+12.6 pointsOROACE18.6%+7.6 pointsDBVPS$65.27+20.7%TSR(1)63.9%+58.4 points
• (1)One-year absolute Total Shareholder Return with dividends reinvested, sourced from S&P Capital IQ.
• Cycle managed to achieve a higher quality portfolio, resulting in a combined ratio of:Advanced specialty leadership, with gross premiums written at a record:92.3%$9 BillionA 7.6% reduction from the prior year.An increase of 7.8% over the prior year.Delivered on "How We Work" by executing on our expense goals.
• 2024 full year G&A ratio of:Invested in people and high performance culture, driving our "Stronger Together" value by granting a:12.6%One-time Equity AwardDown from 13.5% in the previous year.For AXIS teammates who do not have an annual equity target.
• – Nov.•Conducted fall shareholder outreach.•Contacted shareholders representing 66% of our outstanding shares and held meetings with shareholders representing approximately 29% of our outstanding shares.•Solicited feedback on topics including our executive severance plan, pay for performance philosophy, governance, and sustainability matters.Dec.
• Our 2024 Say on Pay vote received support from 96% of the votes cast, a marked increase from 78% the year prior.
• With that, the table below summarizes the common themes discussed in our 2024 engagement conversations and our actions taken in response.
• What We HeardWhat We DidExecutive Compensation Broadly supportive of the design of the Company's executive compensation program.The Committee continued to evaluate the Company's compensation design and performance metrics under its incentive plan to ensure alignment with the Company's strategic objectives.
• Board StructureDiscuss 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.
• The Committee will continue to consider the matter on an annual basis.
• See "Proposal 1: Election of Directors – Board Structure" for more information.Corporate Citizenship MattersContinue to provide comprehensive disclosure on corporate citizenship programs, including how the Company evaluates risks and opportunities relating to sustainability matters.We continue to provide disclosures aligned with Task Force on Climate-Related Financial Disclosure and the Sustainability Accounting Standards Board.
• (1)The charts illustrate the target mix of pay for our current CEO and other NEOs for the 2024 performance year.
• The Committee and Board applied the CEO bonus formula utilizing the OROACE, as well as individual non-financial performance achievements to generate an overall score of 150.5%.
• 2024 Performance Year(1) Base Salary$1,050,000Actual Incentive$2,686,425Annual RSUs (Time-Based)$2,016,000Annual PSUs (Awarded at Target)$3,024,000Total Performance Year Compensation$8,776,425
• Name2023 Base Salary2024 Base Salary2025 Base SalaryVincent Tizzio(1)$1,000,000$1,050,000$1,100,000Peter Vogt (2)$700,000$700,000$700,000David Phillips$625,000$625,000$625,000Conrad Brooks (2)$550,000$625,000$625,000Daniel Draper(2)(3)$531,804$583,326$627,710
• (1)Upon appointment to President and CEO 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 and $1,100,000 effective January 2025.
• 2023 base salary represents his annual base salary in effect as of December 31, 2023.
• 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 $51,522.
• Effective January 2025, Mr. Draper received a base salary increase of $44,384.
• Any increases to annual incentive targets were based on market positioning, performance or expansion of responsibilities and roles.
• Name2023 Bonus Target2024 Bonus Target2025 Bonus TargetVincent Tizzio (1)160 %170 %175 %Peter Vogt125 %125 %125 %David Phillips125 %125 %125 %Conrad Brooks100 %125 %125 %Daniel Draper100 %125 %125 %
• (1)Upon appointment to President and CEO in May 2023, Mr. Tizzio's target was increased to 160%.
• His actual 2023 bonus was prorated to account for his pre-appointment target of 150%.
• Financial MetricsStrategic Business Goals(Non-Financial Metrics)ExecutiveCompany Financial Metric (OROACE) Weighting Business Unit Financial Metric WeightingIndividual Non-Financial MetricsVincent Tizzio75 %— %25 %Peter Vogt70 %— %30 %David Phillips55 %30 %15 %Conrad Brooks70 %— %30 %Daniel Draper70 %— %30 %
• This was primarily due to the generation of pre-tax income in our jurisdictions with lower effective tax rates in 2023.
• Annual Incentive Plan Goal Ranges(2)OROACE AchievementMultiplierMaximum21.9% +200%Target16.9%100%Threshold11.9%50%
• (1)Our 2023 financial results included a net reserve strengthening of $425 million pre-tax in the fourth quarter, predominantly related to 2019 and older accident years.
• "Adjusted OROACE" is operating return on average common equity excluding the impact of this reserve strengthening.
• For 2023, the Company's Adjusted OROACE (which excludes the reserve strengthening) was 18.5%.
• GoalKey AccomplishmentsCycle Manage to Achieve Target Portfolio •Actively responded to market conditions to optimize projected portfolio underwriting year returns, which contributed to achieving a combined ratio of 92.3%, a 7.6% reduction from the prior•Demonstrated cycle management while hitting all profitability and growth targets•Reinsurance business continued progress in achieving the right balance and portfolio mix that delivers lower volatility, a reduction in low margin business, and greater efficiency•North America and Global Markets divisions launched new and expanded initiativesElevate AXIS to be Recognized Leader in Specialty Markets•Achieved $9 billion gross premiums written, and exceeded our operating plan’s projected return on risk-adjusted capital •Accelerated growth in Lower Middle Market business•Developed an Energy Transition / Resilience offering which addresses the changing needs of this client segment and provides a Center of Excellence approach to the market•Advanced global leadership in specialty underwriting, and continued to find attractive opportunities for growth in our Insurance business, highlighted by the Insurance segment's 89.1% combined ratio for the full year along with overall growth of 7.7%, to reach $6.6 billion in premiums•Operationalized our specialty Reinsurance business and advanced “specialty” products positioning and growth, as our Reinsurance business produced strong, consistent profits with a 91.8% combined ratio for the full year while growing 7.9% to $2.4 billion in premiumsDeliver on"How We Work"•Execute on expense goals while building a mindset of expense management, which contributed to a reduction in our G&A ratio to 12.6% in 2024 (from 13.5% in 2023)•Implementing changes throughout the organization in connection with our operating model•Continuous process improvement in underwriting, claims, and operations, while leveraging data & analytics, including building new capabilities, actively investing in technology, and adding strong talent to complement our existing teamInvest in People and our High-Performance Culture•New culture renovation launched across the company to continue to elevate our high-performance culture, resetting expectations through clearer goal setting and performance management•Exhibited our "Stronger Together" value by granting a one-time equity award to all AXIS teammates who do not have an annual equity target as part of their compensation•Continued to progress Company's corporate citizenship initiatives•Continued to drive accountability in talent development
• Vincent Tizzio2024 Metric(A)Target Incentive(B)Weighting(C)Performance Result(D) = B*CPayout Factor(E) = D*AActual Incentive Earned Company Financial$1,338,75075%134%101%Individual Non-Financial$446,25025%200%50%TARGET INCENTIVE$1,785,000100%TOTAL ACTUAL150.50%$2,686,425
• Peter Vogt2024 Metric(A)Target Incentive (B)Weighting(C)Performance Result(D) = B*CPayout Factor(E) = D*AActual Incentive Earned Company Financial$612,50070%134%94%Individual Non-Financial$262,50030%160%48%TARGET INCENTIVE$875,000100%TOTAL ACTUAL141.80%$1,240,750
• David Phillips 2024 Metric(A)Target Incentive (B)Weighting(C)Performance Result(D) = B*CPayout Factor(E) = D*AActual Incentive Earned Company Financial$429,68855%134%74%Investment Unit Financial$234,37530%99%30%Individual Non-Financial$117,18815%160%24%TARGET INCENTIVE$781,250100%TOTAL ACTUAL127.28%$994,375
• Conrad Brooks2024 Metric(A)Target Incentive (B)Weighting(C)Performance Result(D) = B*CPayout Factor(E) = D*AActual Incentive Earned Company Financial$546,87570%134%94%Individual Non-Financial$234,37530%160%48%TARGET INCENTIVE$781,250100%TOTAL ACTUAL141.80%$1,107,813
• Daniel Draper2024 Metric(A)Target Incentive (B)Weighting(C)Performance Result(D) = B*CPayout Factor(E) = D*AActual Incentive Earned Company Financial$510,41070%134%94%Individual Non-Financial$218,74730%180%54%TARGET INCENTIVE$729,158100%TOTAL ACTUAL147.80%$1,077,695
• The Committee and Board evaluate a variety of factors, including company and individual performance, when awarding LTI awards.
• 2022 Performance Scale Used to Determine Number of PSUs EarnedrTSR PercentileVesting Maximum≥ 85th200 %Target55th100 %Threshold25th25 %Minimum< 25th0 %
• 2025 Equity Awards (Relating to 2024 Performance)NameRSUsRSUsPSUsPSUsTotalTotal as a % of 2024 LTI TargetVincent Tizzio40 %$2,016,00060 %$3,024,000$5,040,000120 %Peter Vogt50 %$770,00050 %$770,000$1,540,000110 %David Phillips60 %$660,00040 %$440,000$1,100,000110 %Conrad Brooks60 %$540,00040 %$360,000$900,000113 %Daniel Draper60 %$600,00040 %$400,000$1,000,000125 %
• 58AXIS 2025 Proxy Statement
• AXIS 2025 Proxy Statement59
• (1)Effective with 2025 PSU awards, the following changes were made to the Performance Peer Group: Added - Bowhead Specialty Holdings, Inc., Removed - James River Group Holdings, Ltd.
• 60AXIS 2025 Proxy Statement
• AXIS 2025 Proxy Statement61
• information.
• The Company’s policy on insider trading has additional restrictions imposed on directors and executive officers (including our NEOs), limiting them from engaging in transactions involving the Company’s common stock and other securities (i) only during a Company-prescribed trading window of limited duration and (ii) only after seeking pre-clearance to avoid trading while in possession of material non-public information.
• The Company has adopted a compensation recoupment policy ("Clawback Policy") 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 Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and 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.
• The Company amended its Clawback Policy in September 2023 to comply with the SEC rules and NYSE listing standards regarding compensation recoupment.
• (2)Total Earned Compensation as reflected in the Director Compensation table set forth later in this proxy statement.
• U.S. Tax Considerations
• Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to certain executive officers.
• For AXIS, Section 162(m) has had limited effect because our Company is headquartered in Bermuda and U.S. tax law affects only a portion of our compensation.
• Therefore, although we are aware of and have considered the impact of this rule when developing and implementing our executive compensation program, deductibility of compensation under Section 162(m) has not been a driving factor in its operation.
• We do not expect the changes to Section 162(m) to change our executive compensation practices prospectively.
• 62AXIS 2025 Proxy Statement
• AXIS 2025 Proxy Statement63