2025 Proxy Statement
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD
TO THE SHAREHOLDERS OF EVEREST GROUP, LTD.:
The Annual General Meeting of Shareholders of
- To elect
John J. Amore ,William F. Galtney Jr .,John A. Graf ,Meryl Hartzband ,John Howard ,Gerri Losquadro ,Hazel McNeilage ,Roger M. Singer andJim Williamson as directors of the Company, each to serve for a one-year period to expire at the 2026 Annual General Meeting of Shareholders or until such director's successor shall have been duly elected or appointed or until such director's office is otherwise vacated. - To appoint
KPMG , an independent registered public accounting firm, as the Company's independent auditor for the fiscal year endingDecember 31, 2025 and authorize the Company's Board of Directors, acting through its Audit Committee, to determine the independent auditor's remuneration. - To approve, by non-binding advisory vote, 2024 compensation paid to the Company's Named Executive Officers (as defined herein).
- To approve the
Everest Group, Ltd. 2025 Employee Stock Purchase Plan. - To approve amendments (the "Amendments") to the Company's bye-laws (as further described in the Proxy Statement).
- To consider and act upon such other business, if any, as may properly come before the meeting and any and all adjournments thereof.
The Company's financial statements for the year ended
Only shareholders of record identified in the Company's Register of Members at the close of business on
This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company for the fiscal year ended
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting in person, you are urged to vote by internet or telephone as directed on the enclosed proxy or by signing and dating the proxy and returning it promptly in the postage prepaid envelope provided.
By Order of the Board of Directors
President & Chief Executive Officer
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Table of Contents |
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GENERALINFORMATION |
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PROXY STATEMENTSUMMARY |
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PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT AUDITORS |
17 |
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PROPOSAL NO. 3 - NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION |
18 |
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PROPOSAL NO. 4 - APPROVAL OF EVEREST GROUP, LTD. EMPLOYEE STOCK PURCHASE PLAN |
19 |
| PROPOSAL NO. 5 - APPROVAL OF AMENDMENTS TO THE BYE-LAWS |
23 |
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THE BOARD OF DIRECTORS AND ITS COMMITTEES |
24 |
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BOARD STRUCTURE AND RISK OVERSIGHT |
28 |
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BOARD COMMITTEES |
31 |
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COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS |
36 |
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PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES |
37 |
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DIRECTORS' COMPENSATION |
38 |
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EXECUTIVE OFFICERS |
40 |
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COMPENSATION DISCUSSION AND ANALYSIS |
42 |
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COMPENSATION PRACTICES |
45 |
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THE COMPANY'S COMPENSATION PHILOSOPHY AND OBJECTIVES |
47 |
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COMPENSATION OF EXECUTIVE OFFICERS |
65 |
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PAY VERSUS PERFORMANCE DISCLOSURE |
69 |
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CEO PAY RATIO DISCLOSURE |
75 |
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EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS |
76 |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
81 |
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MISCELLANEOUS - |
82 |
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APPENDIX A - INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES |
84 |
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APPENDIX B - |
87 |
| APPENDIX C - PROPOSED AMENDMENTS TO EVEREST GROUP, LTD. BYE-LAWS |
102 |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on
The proxy statement and annual report to shareholders are available at
https://investors.everestglobal.com/financials/annual-reports-and-proxy-statements/default.aspx
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the "Board") of
Only shareholders of record at the close of business on
The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General Meeting require the affirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a quorum consisting of no fewer than two persons present in person or by proxy holding in the aggregate more than 50% of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be counted towards the presence of a quorum. However, such Common Shares and Common Shares owned by shareholders and not voted in person or by proxy at the Annual General Meeting (including "broker non- votes") will not be included in any tally of votes cast and will therefore have no effect on the outcomes of votes to elect a director or approve any other matter before the shareholders.
All references in this document to "$" or "dollars" are references to the currency of
The Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the attached Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any such matter comes before the meeting, including any shareholder proposal properly made, the proxy holders will vote proxies in accordance with their best judgment with respect to such matters. To be properly made, a shareholder proposal must comply with the Company's Bye-laws and, in order for any matter to come before the meeting, it must relate to matters referred to in the attached Notice of Annual General Meeting.
2025 Proxy Statement 1
Proxy Statement Summary
PROXY STATEMENT
SUMMARY
This summary highlights certain information contained in the Company's Proxy Statement. The summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully.
Voting Matters and Board's Voting Recommendations
ProposalBoard's Voting Recommendation Page
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Election of Director Nominees |
ĂĽ FOR ALL DIRECTOR NOMINEES |
7 |
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(Proposal 1) |
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Appointment of |
ĂĽ FOR |
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(Proposal 2) |
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Non-Binding Advisory Vote on Executive |
ĂĽ FOR |
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Compensation |
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(Proposal 3) |
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Approval of the |
ĂĽ FOR |
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Employee Stock Purchase Plan |
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(Proposal 4) |
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Approval of Bye-Law Amendments (as further |
ĂĽ FOR |
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described herein) |
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(Proposal 5) |
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17
18
19
23
Director Nominees
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Committee Membership |
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Age |
Director Since |
AC |
CC |
EC |
IPC |
NGC |
RMC |
TCC |
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76 |
2012 |
• |
• |
CHAIR |
• |
||||
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72 |
1996 |
• |
• |
• |
• |
CHAIR |
|||
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65 |
2016 |
• |
• |
CHAIR |
• |
• |
|||
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70 |
2019 |
CHAIR |
• |
• |
• |
• |
|||
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58 |
2025 |
• |
• |
• |
|||||
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74 |
2014 |
• |
CHAIR |
• |
• |
||||
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68 |
2022 |
• |
• |
• |
• |
CHAIR |
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78 |
2010 |
• |
• |
• |
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51 |
2025 |
• |
• |
• |
• |
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KEY |
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• Member |
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IND Independent |
EC Executive Committee |
RMC Risk Management Committee |
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AC Audit Committee |
IPC |
TCC |
- Compensation CommitteeNGC Nominating and Governance Committee
2 2025 Proxy Statement
Proxy Statement Summary
Corporate Governance Highlights
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* |
Gender Diversity |
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10 |
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Size of Board |
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3 |
3 |
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Women Director |
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Nominees |
7 |
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3 |
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Board Committees |
Men |
Women |
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Chaired by Women |
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Board Practices
- Annual Board and Committee Self-Assessments
- Code of Business Conduct and Ethics for Directors and Executive Officers
- Succession Planning and Implementation Process
- Strategy and Risk Management Oversight
- Human Capital Management Oversight
- Newly formed
Technology and Cyber Committee
Board Independence Standards
The Board has adopted director independence standards as set forth by the
Director Independence on Key Committees
The Board's Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors.
No Over-Boarding
No member of the Board of Directors sits on the board of directors of more than two other publicly traded companies.
*Board to be reduced to 9 members (3 women, 6 men) upon conclusion of the AGM
2025 Proxy Statement 3
Shareholder Protections
Proxy Statement Summary
- Majority Vote Standard for Director Election
- Annual Election of All Directors
- Independent Board Chair
- Independent Lead Director
- Regular Executive Sessions of Non-Management Directors
- Shareholder Access. No minimum share ownership or holding threshold is necessary to nominate qualified director to Board.
Compensation Best Practices:
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What We Do |
What We Don't Do |
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ĂĽ |
No "gross-up" payments by the Company of |
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Annual Say on Pay Advisory Vote |
any "golden parachute" excise taxes upon a |
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Ĺ“ change in control |
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ĂĽ Maintain a broad-based Clawback Policy |
Ĺ“ No single trigger for change in control |
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Align compensation with strategic goals |
No separate change-in-control agreement |
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ĂĽ and individual performance |
Ĺ“ for the CEO(3) |
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ĂĽ Evaluate peer groups annually |
Ĺ“ |
Prohibition on hedging or pledging of |
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Company stock |
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Engage independent compensation |
Ĺ“ No liberal share recycling |
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ĂĽ consultant |
Award Performance Share Units as an
- element of long-term incentive compensation
- Engage with shareholders on executive compensation practices
Maintain stock ownership guidelines for - Executive Officers(1) and Non-Management Directors(2)
- Six times base salary for CEO; three times base salary for other Named Executive Officers (as defined herein).
- Five times annual retainer.
- CEO participates in the Senior Executive Change in Control Plan ("CIC Plan"), along with the other Named Executive Officers.
4 2025 Proxy Statement
Proxy Statement Summary
Shareholder Outreach
We are committed to ensuring that we understand our shareholders' priorities and potential concerns, and that our shareholders understand our corporate governance and executive compensation programs. This includes how our executive compensation program rewards the achievement of our strategic objectives and aligns the interests of our Named Executive Officers (as defined herein) and the Company's shareholders. Periodically, we conduct shareholder outreach and consider input in governance and operations. In the first quarter of 2025, we conducted outreach with our shareholders. There was appreciation among investors for the opportunity to engage in outreach discussions.
2024 Financial Results(1)
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Gross Written |
Gross Written |
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Premium |
Premium Growth |
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9.1%(2)(4) |
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Net Income |
Total Shareholder |
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Net Operating Income(4) |
Return(4)(5) |
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9.2% |
In the first quarter of 2025, we reached out to shareholders holding approximately
50%
of Shares
Outstanding
Combined Ratio 102.3%
Attritional Combined
Ratio 87.6%(3)(4)
Net Operating
Income ROE
9.0%(4)
2024 Financial results reflected Everest's resilience amidst challenging business conditions. Despite another year exceeding
On a consolidated basis, the Company earned
In 2024, we increased our quarterly dividend and returned
- Please see Appendix A for explanations and available reconciliations of the non-generally accepted accounting principles ("GAAP") measures used described Company performance in this Proxy Statement.
- Gross Written Premium growth is presented on a comparable basis, reflecting constant currency basis and excluding reinstatement premiums
- Excludes approximately
$68 million of profit commission related to loss reserve releases. When including this profit commission, Everest's reported attritional combined ratio was 88.1% for the year endedDecember 31, 2024 . - Gross Written Premium growth, Attritional Combined Ratio, Net Operating Income, TSR and Net Operating Income ROE are non-GAAP measures. Please see Appendix A for further information and available reconciliations.
- TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/ appreciation of Fixed Maturity, available for sale investments) plus dividends per share.
2025 Proxy Statement 5
Proxy Statement Summary
Ratings
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A+ |
A1 |
A+ |
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Total Shareholder Return |
Operating Income |
|||||
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26.5% |
USD Millions |
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5.4% |
9.2% |
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2022 |
2023 |
2024 |
2022 |
2023 |
2024 |
TSR, a non-GAAP measure, is defined as annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/appreciation of Fixed Maturity, available for sale investments) plus dividends per share. Operating Income, also referred to as after-tax net operating income (loss) is also a non-GAAP measure. Please see
6 2025 Proxy Statement
Proposal No. 1- Election of Directors
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board recommends that you vote FOR the director nominees described below. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies.
At the 2025 Annual General Meeting ("AGM"), the nominees for director positions are to be elected to serve until the 2026 Annual General Meeting of Shareholders or until their qualified successors are elected or until such director's office is otherwise vacated. At its regularly scheduled meeting in
2025 ,and (ii) to include
Important Factors in Assessing Board Composition
For incumbent directors, the factors also include attendance and past performance on the Board and its committees. Each director nominee has a demonstrated record of accomplishment in areas relevant to the Company's business and qualifications that contribute to the Board's ability to effectively function in its oversight role.
- Leadership: Demonstrated ability to hold significant leadership positions and effectively manage complex organizations is important to evaluating and developing key management talent.
- Insurance and/or Reinsurance Industry Experience: Experience in the insurance and/or reinsurance markets is critical to strategic planning and oversight of our business operations.
- Risk Management: Experience in identifying, assessing and managing risks is critical to oversight of current and emerging organizational and systemic risks in order to inform and adapt the Company's strategic planning.
- Regulatory: An understanding of both the laws and regulations that impact our heavily regulated industry and the impact of government actions and public policy are important to oversight of insurance operations.
- Finance and Accounting: Financial experience and literacy are essential for understanding and overseeing our financial reporting, investment performance and internal controls to ensure transparency and accuracy.
- Corporate Governance: Understanding of corporate governance matters is essential to ensuring effective governance of the Company and protecting shareholder interests.
- Business Operations: A practical understanding of developing, implementing and assessing our business operations and processes and experience making strategic decisions, including the assessment of our operating plan, risk management and long-term sustainability strategy, are critical to the oversight of our business.
- Information Technology/Cybersecurity: In addition, comprehensive oversight requires an understanding of information systems, data and technology used in our business operations and processes, the role of data and technology systems in relation to our corporate strategy as well as a recognition of the risk management aspects of cyber risks and cybersecurity.
- International: Experience in and knowledge of global insurance and financial markets are especially important in understanding and reviewing our business and strategy.
2025 Proxy Statement 7
Attachments


Proxy Statement (Form DEF 14A)
2024 Annual Report
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