BERKLEY W R CORP WRB

59% shingled-prose overlap between the two filings.

2025: 57,805 chars · 2026: 58,619 chars

• Committee Report:68% overlap (1,048 → 1,058 chars)
• Pay Ratio (Item 402(u)):33% overlap (1,456 → 1,150 chars)
• Say-on-Pay proposal:68% overlap (3,514 → 3,443 chars)

• changedIntroduction 41 44Executive Compensation Policies and Practices 42 45Stockholder Outreach 43 46Executive Compensation Objectives, Philosophy and Design 44 47Additional Design Information 45 48Annual Cash Incentive Awards 45 48Long-Term Incentives 48 51Deferred Compensation 50 53Benefit Replacement 50 53Supplemental Benefits Agreement with the Executive Chairman 51 54Use of Market and Peer Group Data 51 2025 54Executive Compensation DecisionsDuringtheLastYear— Highlights 54 57General Approach 55 58Base Salary 55 58Annual Cash Incentive Awards 55 58Long-Term Incentives 57 60Severance and Change in Control Benefits 60 63Other Policies and Considerations 61 64
• new40 W.
• changedThis Compensation Discussion and Analysis and the tables that follow cover the compensation paid in 2025 2024to the following five NEOs and one additional executive officer:
• changedBaio: Executive Vice President — Chief Financial Officer (“CFO”); (“CFO”or“Mr.Baio”);
• changedSgaglione: Executive Vice President; President.1
• changedShiel: Executive Vice President — Investments.1 Investments;
• changed1 Although not an NEO under the Securities and Exchange Commission’s compensation disclosure rules, we are providing voluntary disclosure for Mr. Shiel Ms.Sgaglionedue to his hersenior executive responsibilities.
• changedReferences to NEO annual compensation in this Compensation Discussion and Analysis include Mr. Shiel’s Ms.Sgaglione’scompensation unless specifically stated otherwise.
• changedA substantial portion of the compensation for our CEO and all other NEOs is long-term and linked to Company performance and the creation of stockholder value.
• changedØ Annual cash incentive award is directly linked to performance as described on pages 55-56. 58-59.
• changedCompensation values reflected in the above illustration are based on 2025 2024base salary, the annual cash incentive award for 2025, 2024,the potential maximum value of the LTIP award for the 2025-2029 2024-2028performance period, and the potential maximum value of the 2025 2024performance-based RSU grant.
• new2026 Proxy Statement 41
• changedThe shares underlying vested RSUs and cash-denominated LTIP awards LTIP-basedcompensationare subject to forfeiture or clawback in the event the recipient engages in misconduct as defined in award agreements, breaches post-employment obligations, which expire one or two years after separation, respectively, or as provided by our theSEC-requiredclawback policy, adopted in accordance with applicable rulesandNYSE listing standards.
• changedWe are committed to executive compensation practices that drive long-term value creation and mitigate risk, and that align the interests of our NEOs executiveswith the interests of our stockholders.
• changedWhat We Emphasize What We Avoid ✓ Pay for performance û Employment agreements ✓ Incentivize and reward long-term value creation û Separate severance agreements or guaranteed cash severance ✓ Mandatory deferral of vested RSUs until separation from service û Liberal share recycling ✓ Robust share ownership for senior executives û Stock options ✓ Non-formulaic performance-based annual cash incentive award program that mitigates risk of short-term oriented behavior û Tax gross-ups on perquisites ✓ Capped maximum NEO annual cash incentive awards û Dividend equivalents paid on unearned or unvested RSUs ✓ Clawback policy for all incentive compensation that is consistent with SECandNYSE requirements û Pledging Company stock held by executive officers or directors in satisfaction of ownership requirement ✓ Additional forfeiture or clawback policy covering all LTIP and RSU awards that is triggered based on: • Executive engaging in misconduct as isdefined in award agreements • Executive breaching choosingtobreachpost- employment obligations û Hedging or derivative transactions on Company stock by executive officers or directors ✓ Restrictions on pledging Company stock by NEOs ✓ Independent compensation consultant ✓ Capped payout for LTIP awards ✓ Modest perquisites ✓ Double-trigger vesting on change in control
• new42 W.
• changedLast year, the Company’s say-on-pay vote was approved, receiving affirmative support of 96.9% 96.1%of the shares voted.
• changedIn 2025, 2024,we again reached out to many of our stockholders, representing approximately 68% 62%of the outstandingshares of the Company outstanding not held by management, directors or MSI. management.
• changedWe met with, spoke to or corresponded with stockholders representing approximately 43% 35%of the outstanding shares of the Company not held by management, directors or MSI, including several who declined meetings.
• changed2026 2025Proxy Statement 43
• changedExecutive compensation for our NEOs generally includes the following elements: components:
• changedRole of Element: Ø Increases NEO stock ownership and aligns pay outcomes with the stockholder experience Ø Provides focus on ROE over a longer period than our approximately 4-year loss reserve duration Ø Encourages NEO retention through overlapping performance and vesting periods Ø Discourages excessive risk taking through mandatory deferrals and forfeiture or clawback provisions set forth in award agreements and our clawback policy SECrulesandNYSElistingstandardsLong-Term Incentive Plan (LTIP) Awards Key Principle: Rewards executives for the long-term performance of the Company.
• changedAllows NEOs to realize a portion of long-term compensation at established intervals in cash, intervals,providing liquidity to our executives as they have no ability to monetize vested RSUs until they leave the Company.
• changedRole of Element: Ø Rewards growth in book value, a primary driver of stockholder value, over a longer period than our approximately 4-year loss reserve duration Ø Encourages NEO retention through overlapping performance periods Ø Discourages excessive risk taking through the extended performance period and forfeiture or clawback provisions set forth in award agreements and our clawback policy SECrulesandNYSElistingstandards
• changedBenefits and Perquisites Benefit Replacement Plan Ø Makes up for the Internal Revenue Code limits on Company contributions to the Company’s tax-qualified profit-sharing plan.
• changedAdditional Benefits &#10147 ØProvides coverage for officers, including the NEOs, in the areas of life, travel accident, and long-term disability insurance.
• changed&#10147 ØProvides a competitive compensation element designed to attract and retain NEOs.
• changedPersonal Use of Company Aircraft (CEO and Executive Chairman only) &#10147 ØEnhances security and personal safety of the CEO and the Executive Chairman.
• changed&#10147 ØEnhances productivity of the CEO and the Executive Chairman.
• changedSupplemental Benefits Agreement (a legacy arrangement with Executive Chairman only) &#10147 ØProvides continued health insurance benefits and certain perquisites to the Executive Chairman after employment ends.
• changed&#10147 ØProvides consideration in exchange for a non-compete agreement with the Executive Chairman.
• changedOther Director Compensation (CEO and Executive Chairman only) &#10147 ØCompensates the CEO and the Executive Chairman, who are also members of the Board of Directors, for responsibilities and duties that are separate and distinct from their responsibilities as executive officers.
• changedAt the beginning of each year, the Compensation Committee determines maximum potential awards for our theCEOandcertainotherNEOs for that same year ending December 31.
• changed2026 2025Proxy Statement 45
• changedOur long-term goal of 15% ROE has remained consistent for our entire history of nearly 60 years. 55-yearplushistory.
• changedThe Compensation Committee anticipates consistent income from our fixed-maturity securities, while maintaining a high-quality portfolio and portfolio,combinedwitha duration that provides flexibility in an uncertain interest rate environment.
• changedOf the Company’s 60 58businesses, 7 have been acquired and 53 51have been started internally.
• changed2026 2025Proxy Statement 47
• changedThe diagram below explains the structure and performance periods for awards made in 2025. 2024.
• changedRSUs start vesting after the third year, so we believe that it is important for RSU recipients to also share in the dividends generated by the vested shares underlying those RSUs sharesat the same time.
• changedNo dividend equivalents are paid on unvested RSUs. shares.
• newDelivery of the shares may be further deferred past the mandatory deferral period at the recipient’s election, subject to the Compensation Committee’s approval of such elective deferral.
• changedThis mandatory deferral feature applies to our NEOs and other senior executives (a group of approximately 92 95in total).
• changedSenior executives have no ability to monetize vested RSUs until separation from service.
• changedRSU-based compensation can be forfeited or recaptured (clawed back) (i) if during employment or within one year following separation from the Company, a recipient breaches their obligations or engages in misconduct, each misconductas defined in award agreements, agreementsduringemployment,breachespost-employmentobligationsduringtheone-yearfollowingseparationfromtheCompany,or (ii) pursuant to our clawback policy. SECrulesandNYSElistingstandards.
• changedOur officers, directors and employees, including NEOs, are prohibited from hedging or similar transactions (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) with respect to the Company’s stock except as may be expressly permitted by the Company’s Executive Chairman, ChairmanoftheBoard,Chief Executive Officer, President or General Counsel.
• changedFor LTIP awards currently outstanding, the hurdle for maximum payout of the awards has been set at a 12.5% average annual growth rate.
• changedBecause of the rigor of the performance target for LTIP awards, the LTIP awards from time to time have paid out at less than the maximum potential value (see page 59). value.
• changed(Seepage62.)The Compensation Committee annually reviews the growth rate for new grants to set an appropriately rigorous performance target in light of interest rates and other conditions.
• changed2026 2025Proxy Statement 49
• changedLTIP-based compensation can be forfeited or recaptured (clawed back) (i) if during employment or within two years after settlement of the LTIP award a recipient breaches their obligations or engages in misconduct, each misconductas defined in award agreements, agreementsduringemployment,breachespost-employmentobligationsduringthetwoyearsaftersettlement,or (ii) pursuant to our clawback policy. SECrulesandNYSElistingstandards.
• changedAt the officer’s election made at the time of deferral, the Company will commence payment of the deferred amounts either in a lump sum or in no more than five annual installments beginning generally within 60 days following the date specified for payment or on the date of the officer’s separation from service (subject to a six-month delay to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). Code).
• changedThe Non-Qualified Deferred Compensation for 2025 2024table and the associated narrative and footnotes on page 71 74provide additional information on the plan and NEO participation.
• changedThe Company maintains a Benefit Replacement Plan, which provides participants with an annual payment equal to the amount they would have otherwise received under the Company’s tax-qualified profit-sharing profitsharingplan absent the limitations imposed by the Code on amounts that can be contributed under the tax-qualified profit-sharing profitsharingplan.
• changedAdditional information on the amounts paid under this plan can be found in the “All Other Compensation” column of the Summary Compensation Table and the associated footnotes on pages 66-67. 69-70.
• changedAs noted on pages 71-74, 74-77,if a change in control and termination of the Executive Chairman’s employment had occurred on December 31, 2025, 2024,no excise tax would have been triggered.
• changedAdditional detail on the agreement is provided under “Executive Compensation — Potential Payments Upon Termination or Change in Control” on pages 71-74. 74-77.
• changedIn 2025, 2024,the Compensation Committee reviewed with its independent compensation consultant, Meridian, the composition of the peer group to be used for compensation market data, considering the Company’s size and market positioning relative to potential peer companies as well as the impact of changes due to acquisitions.
• newThe Compensation Committee decided that no changes to the peer group were necessary.
• changed2026 2025Proxy Statement 51
• changedThe graph on the top utilizes total stockholder return (TSR) to measure performance, while the graph in the middle utilizes return on equity (ROE) and the graph on the bottom utilizes growth in book value per share, as adjusted.* share.*The graphs highlight our strong alignment between pay and performance relative to our compensation peer group.
• changedThe Company utilizes ROE and growth in book value per share, as adjusted, sharein its compensation programs.
• changedWe believe that they are more appropriate indicators of management performance than stock price and that over the long term, stock price will reflect the value created through strong ROE and growth in book value per share, as adjusted. share.
• changed2026 2025Proxy Statement 53
• new2025 Executive Compensation
• changedSalaries for our CEO and Executive Chairman increased 1.3% remainedunchangedin 2025 2024and salaries for our other NEOs increased 2.4% 3%in 2025. 2024.
• changedAnnual Cash Incentive awards for 2025 2024performance remained relatively flat increasedby15.4%for our CEO and Executive Chairman, reflecting the Company’s continued 20+% ROE and 26.7% 23.5%growth in book value per share before dividends and share repurchases.
• changedAnnual cash incentive awards for all other NEOs collectively increased by 3.4% 15.8%in comparison to 2024, 2023,reflecting the Company’s strong performance and the individual contributions of the NEOs to that performance.
• newThe potential dollar value of LTIP awards granted to our NEOs were unchanged from their 2024 amounts, except that Ms. Sgaglione and Mr. Shiel were not granted LTIP awards in 2025 due to their planned tenure with the Company.
• changedThe potential dollar value of performance-based RSUs granted in 2025 2024to Messrs.
• newBerkley were unchanged from their 2024 amounts, while Mr. Baio’s and Mr. Welt’s 2025 RSU grant increased by 4.5% from 2024.
• changedBerkleywereunchangedfromtheir2023amounts,Mr.Baio’s2024RSUgrantincreasedby10%from2023,andMs. Sgaglione and Mr. Shiel were not granted RSUs in 2025 2024due to their planned tenure with the Company.
• changedPerformance-based RSU awards and LTIP awards are at risk and actual amounts earned may be less than their maximum value, depending upon our future performance.
• changedBerkley were increased 1.3% unchangedfrom 2024 2023and base salaries for the other NEOs increased 2.4% 3%in 2025, 2024,as set by the Committee.
• newExecutive Chairman’s Compensation Reflects the Importance of His Ongoing Role
• changedName 2025 2024Annual Base Salary 2024 2023Annual Base Salary Mr. Rob Berkley $ 1,100,000 1,086,800$ 1,086,800 Mr. Wm.
• newBerkley $ 1,100,000 $ 1,086,800 Mr. Baio $ 745,000 $ 727,613 Ms. Sgaglione $ 745,000 $ 727,613 Mr. Welt $ 745,000 $ 727,613 Mr. Shiel(1) $ 745,000 $ 727,613
• changed(1) Mr. Shiel (2)Ms.Sgaglioneis not considered an NEO under the Securities and Exchange Commission’s compensation disclosure rules.
• changedOverall, the Compensation Committee determined that the Company’s performance in 2025 2024was strong despite industry-wide catastrophe losses.
• changedFor awards for the CEO and the Executive Chairman, the Compensation Committee considered ROE and the supplemental performance measures set forth below.

More changes truncated for legibility. Open the filings on SEC for full prose.