Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 |
(
(
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| WHO WE ARE | |||
|
OUR PURPOSE ● Providing security and resilience in an uncertain world |
OUR VISION ● Being a best-in-class insurer and re-insurer utilizing deep risk expertise to protect our customers. ● Blending our talent, expertise, and data to provide intelligent risk solutions. |
OUR VALUES ● Integrity: Integrity, respect and trust are our core principles ● Customer-Focused: Our customers are the reason we exist ● Solutions Driven: Creating solutions is our mindset ● Diversity: Diversity makes us stronger ● Collaboration: Collaboration drives out-performance |
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Our 2025 Annual General Meeting
Dear Fellow Shareholders,
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 Annual General Meeting (the "Annual General Meeting") of
Your vote is important, and all shareholders are cordially invited to attend the Annual General Meeting virtually. Details are in the attached proxy statement. Whether or not you plan to attend the Annual General Meeting, you are encouraged to submit your proxy as soon as possible.
Our Board is deeply committed to the company, its shareholders, and enhancing shareholder value. We look forward to your participation at the Annual General Meeting. Thank you for your support of
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Sincerely, /s/ Chair of the Board of |
Safe Harbor Statement Regarding Forward-Looking Statements
This letter and the accompanying proxy statement include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future plans and profitability and environmental, social and governance plans and goals. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking information is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying proxy statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "objective," "seek," "will," "expect," "intend," "estimate," "target," "aim," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the risk factors listed in our most recent Annual Report on Form 10-K and subsequent periodic and current disclosures filed with the
1 (441) 542-3333 |siriuspt.com
| NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD. | |||||||||
| WHEN | VIRTUAL WEBCAST | RECORD DATE | |||||||
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Via live audio webcast at https://meetnow.global/MPKXMPR | ||||||||
| ITEMS OF BUSINESS | BOARD RECOMMENDATIONS | |||||||
| 1 | Election of two Class III director nominees named in this proxy statement for election to a 3-year term, expiring in 2028: | FOR | each nominee | |||||
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● ● |
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| 2 | Approval, by a non-binding advisory vote, of the executive compensation payable to the Company's named executive officers | FOR | ||||||
| 3 |
Approval of: (i) the appointment of |
FOR | ||||||
| 4 |
Transaction of any other business as may properly come before the Annual General Meeting and any adjournments or postponements thereof |
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Our audited financial statements as of and for the year ended
Shareholders of record at the close of business on
Even if you plan to attend the Annual General Meeting virtually, you are encouraged to submit your proxy as soon as possible. You may vote your shares by internet, telephone or mail pursuant to the instructions included in the proxy card or voting instruction form. If you attend the Annual General Meeting virtually and want to revoke your previously submitted proxy, you may do so as described in the accompanying proxy statement and vote during the meeting on all matters properly brought before the Annual General Meeting.
If you hold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or other nominee or you may vote during the Annual General Meeting. Please refer to the voting instruction form included by your broker, bank or nominee.
| NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD. |
You can find detailed information regarding voting in the section entitled "General Information" in the accompanying proxy statement.
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON |
By Order of the Board of Directors, /s/ Chief Legal Officer and Corporate Secretary |
|
| The Company's notice of the Annual General Meeting, proxy statement and Annual Report on Form 10-K for the fiscal year ended on: www.edocumentview.com/SPNT. |
| TABLE OF CONTENTS |
| 49 | Communications with the Board of Directors |
TABLE OF CONTENTS
| PROXY SUMMARY |
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before voting. You should read the entire proxy statement carefully for a full understanding of the matters to be presented at the upcoming Annual General Meeting. Please note that references and links to websites and other information contained in this proxy statement are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this proxy statement. We mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to each shareholder entitled to vote at the Annual General Meeting on or about
2025 ANNUAL GENERAL MEETING
| WHEN | VIRTUAL WEBCAST | RECORD DATE | |||||
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Via live audio webcast at https://meetnow.global/MPKXMPR |
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| 1 |
Election of two Class III director nominees named in this proxy statement for election to a 3-year term, expiring in 2028: ● ● |
FOReach nominee |
9 | ||
| 2 | Approval, by a non-binding advisory vote, of the executive compensation payable to the Company's named executive officers | FOR | 56 | ||
| 3 |
Approval of: (i) the appointment of (ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC's remuneration |
FOR | 97 | ||
| 4 | Transaction of any other business as may properly come before the Annual General Meeting and any adjournments or postponements thereof |
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| HOW TO VOTE |
Your vote is important. Even if you plan to attend the meeting virtually, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with the control number provided and follow the instructions.
| INTERNET | TELEPHONE | MOBILE DEVICE | AT THE MEETING | ||
| Registered Holders (your shares are held directly with our transfer agent, |
24/7 |
Within (toll-free, 24/7) |
Scan the QR code on page 113 of this Proxy Statement | Retua properly executed proxy card | Attend the Annual General Meeting virtually and cast your ballot |
| Beneficial Owners (holders in street name) | www.proxyvote.com 24/7 |
Within (toll-free, 24/7) |
Scan the QR code on page 113 of this Proxy Statement | Retua properly executed voting instruction form, depending upon the method(s) your broker, bank or other nominee makes available | To attend the annual general meeting virtually, you will need proof of ownership and a legal proxy from your broker, bank or other nominee |
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ABOUT
| We are a global underwriter of insurance and reinsurance, headquartered in |
| Our operating companies have a financial strength rating of A- (Stable) from AM Best, and |
| We have licenses to write property, casualty and accident & health insurance and reinsurance globally, including admitted & non-admitted licensed companies in |
| Our business model remains unique and diversified as we continue to benefit from three earnings sources: (i) underwriting results; (ii) services fee income from the Managing General Agents ("MGAs") we consolidate; and (iii) investment results. |
| Our approach is to be nimble and reactive to market opportunities within our segments of Insurance & Services and Reinsurance, allocating capital where we see profitable opportunity, while remaining disciplined and consistent within our specified risk tolerances and areas of expertise. |
| Our vision for |
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OUR BUSINESS SEGMENTS
| Reinsurance | |
|
Casualty |
We provide reinsurance to casualty insurers who underwrite a diverse range of casualty classes. We work with clients all over the world, including multi-national, nationwide and regional carriers, as well as risk retention groups and captives. Our underwriting focus is on proportional transactions covering all major commercial casualty lines, as well as professional liability with an emphasis on specialty niche classes of business, including personal lines. |
|
Property |
We work with leading global brokers as well as large national writers and regional companies. Underwriting is focused on providing critical catastrophe protection and worldwide coverage for natural perils, underwriting residential, commercial, and industrial risks in |
| Specialty | Our business encompasses a broad range of worldwide reinsurance coverages, including proportional and excess of loss, treaty and facultative. Specialty business lines in the Reinsurance segment include Aviation & Space, Marine & Energy and Credit. |
| Insurance & Services | |
|
Accident & Health |
We provide flexible insurance products to meet the risk management needs of diverse populations in select markets. This includes employer groups, associations, affinity groups, higher education and other niche markets. We also own 100% of IMG and Armada, who receive fees for services provided within Insurance & Services and to third parties. IMG offers a full line of international medical insurance products, trip cancellation programs, medical management services and 24/7 emergency medical and travel assistance. Armada operates as a supplemental medical insurance MGA (as defined below). |
| Property & Casualty | We are a leading carrier for program administrators and managing general agents. The majority of our insurance business is written through partners in the property and casualty space, covering professional liability, workers' compensation, and commercial auto lines in |
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Specialty |
Our business encompasses a broad range of worldwide insurance coverages. Specialty business lines in the Insurance & Services segment include Aviation & Space, Marine & Energy, Credit and Mortgage. We also partner with managing general agents ("MGAs") and sponsor cover holders in the Specialty markets. |
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BOARD OF DIRECTORS OVERVIEW
| COMMITTEE MEMBERSHIP | |||||||||
| DIRECTOR | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | COMPENSATION | GOVERNANCE & NOMINATING |
INVESTMENT |
MANAGEMENT |
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| CLASS III DIRECTORS, NOMINEES FOR ELECTION, TERMS EXPIRING 2025 | |||||||||
| 53 | 2022 | ||||||||
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72 | 2013 | I | ||||||
| 58 | 2021 | I | |||||||
| CLASS I DIRECTORS, TERMS EXPIRING IN 2026 | |||||||||
| Franklin Montross IV | 69 | 2021 | I | ||||||
| 52 | 2021 | ||||||||
| 65 | 2024 | I | |||||||
| CLASS II DIRECTORS, TERMS EXPIRING IN 2027 | |||||||||
| Daniel S. Loeb | 63 | 2022 | |||||||
| 52 | 2020 | I | |||||||
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59 |
2022 |
I | |||||||
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63 |
2023 |
I | |||||||
| Committee Chair |
Committee Member |
Chair of the Board |
I | Independent Director |
Audit Committee financial expert |
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| (1) | |||||||||
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DIRECTOR ATTRIBUTES
Our board of directors (the "Board") is comprised of ten directors, seven of whom are independent. We believe our Board is well-balanced, reflecting diversity by age, gender, viewpoints, work experience, skills and expertise and race/ethnicity. Our directors come from a variety of industries and have served in senior management and leadership positions, such as founders of companies, CEOs, CFOs, chief strategy officers and insurance industry executives. The Board has focused on identifying and appointing highly qualified new directors with diverse skill sets to advise the Company as it focuses on creating a fully integrated, globally connected "One SiriusPoint".
BOARD REFRESHMENT
We have added six new directors to our Board since 2022. Our annual Board evaluation process and director retirement policy at age 75 facilitates regular Board refreshment. On
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2024 2new directors joined |
2023 1new director joined |
2022 3new directors joined |
|
● ● |
● |
● ●Daniel S. Loeb ● |
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CORPORATE GOVERNANCE HIGHLIGHTS
CORPORATE GOVERNANCE POLICIES AND PRACTICES
CORPORATE GOVERNANCE BEST PRACTICES
| Board Structure and Independence | ||||
| Seven of our ten directors are independent, including all committee chairs | Regular executive sessions of independent directors at each regularly scheduled Board meeting without management present |
| Balance of new and experienced directors and elected three new directors in 2022, one new director in 2023 and two new directors in 2024 | Annual director self-evaluation and committee assessment to ensure Board effectiveness |
| Highly skilled directors with diverse experience and backgrounds that provide a range of viewpoints and perspectives | Annual Board evaluation and external Board assessment every third year |
| The Compensation Committee oversees the Company's strategies related to key talent metrics | In 2024, all directors attended 100% of Board and committee meetings |
| Board Oversight | ||||
| Oversees the Company's annual business plan and corporate strategy | Proactive, comprehensive and strategic Board and senior management succession planning | |||
| Director access to experts and advisors, both internal and external | ||||
| Strong risk management overseen by a separate |
Annual dedicated meeting focused on Company strategy | |||
| Dedicated oversight over cybersecurity risk by |
Annual review of all corporate governance policies and committee charters to include best practices |
| Strong Corporate Governance Practices | ||||
| Prohibition on hedging and pledging transactions by executive officers and directors | Active and ongoing shareholder engagement | |||
| Policy on public company board service resulting in no overboarded directors | Clawback policy for senior executives | |||
| Code of Business Conduct and Ethics with annual certification requirement | Risk assessment of executive compensation program, policies and practices | |||
| Director continuing education opportunities | Commitment to sustainability | |||
| Director retirement policy at age 75 | Share ownership requirements for senior executives and directors |
Our corporate governance documents, including charters of our Audit, Compensation, Governance and Nominating, Risk and Capital Management and Investment Committees, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board of Directors Communications Policy, Environmental Policy Statement, Related Person Transaction Policy, Vendor Code of Conduct and Whistleblower Polices are available on our website: investors.siriuspt.com/governance/governance-documents.
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CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
At
The Company's sustainability journey is discussed further on page 38. For more information about our sustainability initiatives, please see our website, www.siriuspt.com.
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| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
| PROPOSAL 1 | ELECTION OF DIRECTORS |
| TO ELECT TWO CLASS III DIRECTORS TO OUR BOARD OF DIRECTORS TO HOLD OFFICE UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2028 OR UNTIL THEIR OFFICE SHALL OTHERWISE BE VACATED PURSUANT TO OUR BYE-LAWS | |
If a quorum is present at the Annual General Meeting, each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the nominees who receive the largest number of "FOR" votes cast will be elected as a director. For further information, see the answers to the questions "What is the quorum requirement for the Annual General Meeting?" and "What is the voting requirement to approve each of the proposals?"
The age, business experience, qualifications and directorships in other companies of each nominee for election are set forth herein under the section entitled "Information Regarding the Class III Director Nominees for Election to the Board."
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES TO THE BOARD. |
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BOARD OF DIRECTORS
Our business and affairs are managed under the direction of the Board which is the Company's ultimate decision-making body, other than those matters reserved for the Company's shareholders.
The Board also oversees the Company's business strategy and planning, as well as the performance of the Company's management in executing the Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations. The size of the Board may be fixed from time to time by our Board as provided in our Bye-laws. The Board currently consists of ten directors. See "―Election and Classification of Directors."
ELECTION AND CLASSIFICATION OF DIRECTORS
Two Class III directors will be elected at this year's Annual General Meeting. The Class III directors elected at the Annual General Meeting will serve until the annual general meeting of shareholders to be held in 2028 when each such director's successor is duly elected and qualified, or any such director's earlier death, disability, disqualification, resignation or removal.
In accordance with our Bye-laws, the Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. At each annual general meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve for a three-year term until the third annual general meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with the Bye-laws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. For information regarding the applicable voting standards for the election of directors, see the section entitled "Information About the Annual General Meeting and Voting-What is the voting requirement to approve each of the proposals?"
The Board believes that a stable and consistent Board that understands the Company is vital to its transformation and growth. The classified board, a feature of corporate governance that has been common for nearly a century, provides enhanced continuity and stability in the Board's oversight of the implementation of the Company's strategy. During this period of transformation and growth, two-thirds of the directors will have had prior experience and familiarity with oversight of the Company's business and affairs while still annually providing an opportunity for the election of one-third of the Board with new or continuing directors. This structure enables the Board to build on past experience and plan for the transformation and turnaround during a reasonable period into the future. Further, a classified board encourages a long-term focus in overseeing the management of the strategy, business and affairs of the Company, and allows our directors to focus their attention on long-term shareholder value. If directors were up for election every year, they could feel pressure to generate short-term returns, which could be counter-productive in an environment where the Company is focused on a multi-year transformation strategy.
A classified board also fosters board independence as independent board members are provided with time to cultivate an understanding of the Company's business and operations, making them less reliant on management's perspective.
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In addition to providing stability among the directors, a classified board helps the Company attract and retain highly qualified individuals willing to commit the time and resources necessary to understand the Company and its management, operations and competitive environment. In addition, in the event that the Company becomes subject to an unsolicited takeover proposal, a classified board permits greater time and a more orderly process for directors to consider any takeover bids and to explore all alternatives to maximize shareholder value. A classified board also makes it more likely that persons who may seek to acquire control of the Company will initiate such action through negotiations with the Board. By reducing the threat of an abrupt change in the composition of the entire Board, classification of directors provides the Board with an adequate opportunity to fulfill its duties to the Company's shareholders to review any takeover proposal, study appropriate alternatives and act in the best interests of the Company and its shareholders.
As a result of these factors, the Board has determined that maintaining a classified Board is in the best interests of the Company, its shareholders, clients and employees at this time.
BOARD OF DIRECTORS FOLLOWING THE ANNUAL GENERAL MEETING
Subject to the election of the nominees for Class III directors set forth in Proposal 1, the following table sets forth information regarding individuals who will serve as members of the Board following the Annual General Meeting.
| CLASS I | CLASS II | CLASS III | ||
|
TERMS EXPIRING AT 2026 ANNUAL GENERAL MEETING |
TERMS EXPIRING AT THE 2027 ANNUAL GENERAL MEETING |
NOMINEES FOR ELECTION TO ANNUAL GENERAL MEETING |
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| ● |
● |
● |
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| ●Franklin Montross IV | ●Daniel S. Loeb | ● |
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| ● |
● |
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| ● |
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| * Chief Executive Officer |
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QUALIFICATIONS
In considering candidates for the Board of Directors, the
Our Board exhibits the right skills to constructively challenge management and guide us on our strategy. The chart below highlights the skills and experience of each our highly qualified directors.
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BOARD SKILLS AND EXPERIENCE
| DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE | |||||||||||||||||
| DIRECTOR | Board of Directors Service |
CEO/ Head |
Corporate Governance |
Financial Literacy/ |
Financial Services Industry |
International/ Business |
Investment Industry |
Regulatory/ Government |
(Re)insurance Industry |
Risk Management |
Digital Strategy/ IT Solutions |
Sales/ Marketing |
Corporate Growth Strategy |
HR/ Executive Comp/ Talent Development |
Cybersecurity/ Data |
ESG/ Climate Risks |
Shareholder Engagement |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||||
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |
| Franklin Montross IV | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |
| Daniel S. Loeb | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||||||
| Totals | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 9/10 | 10/10 | 10/10 | 9/10 | 8/10 | 10/10 | 9/10 | 7/10 | 8/10 | 9/10 |
Chair of the Board
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INFORMATION REGARDING THE CLASS III DIRECTOR NOMINEES FOR ELECTION TO THE BOARD
Set forth below is biographical information concerning the nominees standing for election at the Annual General Meeting. Included in the biographical information for the nominee is a description of each nominee's specific experience, qualifications, attributes and skills that the
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CLASS III Age 53 Director since |
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The Board considered |
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CLASS III Age 58 Independent Director since |
COMMITTEES ●Audit (Chair) ●Risk and Capital Management ●Governance and Nominating |
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The Board concluded that |
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CONTINUING DIRECTORS
The biographical information for the directors whose terms will continue after the Annual General Meeting and will expire at the annual general meeting to be held in 2026 (Class I) or the annual general meeting to be held in 2027 (Class II) are listed below.
CLASS I DIRECTORS, SERVING IN OFFICE UNTIL THE 2026 ANNUAL GENERAL MEETING
|
FRANKLIN MONTROSS IV |
CLASS I Age 69 Independent Director since |
COMMITTEES ●Audit ●Compensation ●Risk and Capital Management (Chair) |
|
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The Board concluded that |
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|
CLASS I Age 52 Director since |
COMMITTEES ●Investment ●Risk and Capital Management |
||
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The Board concluded that |
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CLASS I Age 65 Director since |
COMMITTEES ●Audit ●Risk and Capital Management |
||
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The Board concluded that |
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CLASS II DIRECTORS, SERVING IN OFFICE UNTIL THE 2027 ANNUAL GENERAL MEETING
|
DANIEL S. LOEB |
CLASS II Age 63 Director since |
|
The Board considered |
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CLASS II Age 52 Independent Director since |
COMMITTEES ●Compensation ●Governance and Nominating (Chair) ●Investment |
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The Board considered |
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CLASS II Age 63 Independent Director and Chair of the Board since |
COMMITTEES ●Risk and Capital Management ●Investment ●Governance and Nominating |
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The Board considered |
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CLASS II Age 59 Independent Director since |
COMMITTEES ●Audit ●Compensation (Chair) ●Investment |
||
|
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The Board considered |
||
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CORPORATE GOVERNANCE FRAMEWORK
Our Corporate Governance Guidelines, the charters of the standing committees of the Board (Audit, Compensation, Governance and Nominating, Investment, and Risk and Capital Management) and our Code of Business Conduct and Ethics provide the foundation of our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive Enterprise Risk Management Program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board and/or committee level, guide the Company's operations. Our Board, along with management, regularly reviews our Corporate Governance Guidelines and practices to ensure that they are appropriate and reflect our Company's mission, vision and values. In reviewing our Corporate Governance Guidelines and other key governance policies and practices, the
These Corporate Governance Guidelines address, among other things:
| ● | the composition and functions of the Board, |
| ● | director independence, |
| ● | compensation of directors, |
| ● | management succession and review, |
| ● | Board committees, and |
| ● | selection of new directors. |
The Code of Business Conduct and Ethics applies to our Board and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions in carrying out their responsibilities to, and on behalf of, the Company. If we make any amendments to the Code of Business Conduct and Ethics or grant any waiver that we are required to disclose, we will disclose the nature of such amendments or waiver on our website.
Director Resignation Policy
Under the Company's Bye-laws, a nominee for director to
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"withhold" votes for the director (if ascertainable), the qualifications of the director whose resignation has been tendered, the director's contributions to
Following the Board's decision,
Any director who tenders his or her offer of resignation pursuant to this policy shall not participate in any deliberations or actions by the
If the majority of members of the
Director Retirement
Directors are required to retire from the Board when they reach the age of 75; however, the full Board may nominate candidates aged 75 or older if it believes that nomination is in the best interests of the Company and its shareholders. A director elected to the Board prior to his or her 75th birthday may continue to serve until the end of his or her three-year term.
Director Membership on Other Boards
Our Board expects individual directors to allot significant time and attention to Company matters and to use their judgment and consider all of their commitments when accepting additional directorships of other corporations or charitable organizations. Specifically, our Corporate Governance Guidelines provide that a director should not serve on the boards of more than four other public companies (in addition to the Company's Board). In addition, the Company's CEO should not serve on more than one other public company board in addition to the Company's Board.
Additionally, our Corporate Governance Guidelines provide that a director who serves on the Audit Committee should not serve on more than two other public company audit committees.
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All of our current directors comply with our policies set forth above. However, we are aware that some of our shareholders have their own board membership policies that are more restrictive than our policy. All of our directors are required to obtain approval prior to agreeing to serve on the board of any other public company to allow the Board to consider whether such director has sufficient time to be a productive member of our Board. Our Board believes that this policy strikes the right balance by allowing for the experience gained through membership on other boards and the time commitment needed for engaged board service.
Trading in
We prohibit hedging and pledging transactions in Company securities by executive officers, directors and employees. Hedging transactions are transactions designed to insulate the holder of securities from upside or downside price movement in Company shares. Executive officers, directors and employees are prohibited from entering into hedging or monetization transactions or similar arrangements with respect to Company shares, including the purchase or sale of puts or calls or the use of any other derivative instruments, or selling "short" Company shares. Executive officers, directors and employees may not hold Company securities in a margin account or pledge Company securities as collateral for a loan.
Director Share Ownership
The Board believes that an ownership stake in the Company strengthens the alignment of interests between directors and shareholders. Our Director and Executive Officers Share Ownership Guidelines provide that directors are required to own common shares having a value of at least three times the annual retainer fee within five years of becoming a director, which shall be maintained through the director's term of service. In the event that the annual retainer fee is increased, directors have three years to meet the new ownership guidelines. The Board will evaluate whether exceptions should be made for any director on whom these guidelines would impose a financial hardship. All independent directors have achieved or are on track to achieve this requirement during the required time period.
We have an insurance program in place to provide coverage for director and officer liability. The coverage provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. The insurance program is effective from
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DIRECTOR INDEPENDENCE
| 70% | |||
| Independent | Independent Directors | ||
| Non-Independent Directors | ● |
||
| ● |
● |
||
| ●Daniel S. Loeb | ● |
||
| ● |
● |
||
| ●Franklin Montross IV | |||
| ● |
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| ● |
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Under the NYSE listing standards and our Corporate Governance Guidelines, in order to consider a director as independent, the board of directors must affirmatively determine that he or she has no material relationship with the Company. In making its annual independence determinations, the Board considers transactions between each director nominee and the Company including among other items, employment and compensatory relationships, relationships with our auditors, customer and business relationships, and contributions to nonprofit organizations.
The Board undertook its annual review of director independence in
For more information regarding the ownership of our capital stock, see "Security Ownership of Certain Beneficial Owners and Management," and for more information about
The Company's Audit, Compensation, and Governance and Nominating Committees are currently composed of independent directors only. See the "Committees of the Board of Directors" section of this proxy statement for further information.
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BOARD MEETINGS AND DIRECTOR ATTENDANCE, ATTENDANCE AT THE ANNUAL GENERAL MEETING AND EXECUTIVE SESSIONS
Board Meetings and Director Attendance
Our director meeting attendance policy is set forth in our Corporate Governance Guidelines. In addition to our attendance policy, our Bye-laws generally prohibit directors from participating in meetings of the Board or its committees while present in
Our directors discharged their oversight and fiduciary duties over the past fiscal year, including by holding regular, robust, virtual informational sessions designed to cover the same information normally covered at Board and committee meetings, supplemented by additional informational calls and reports. When action requiring a formal Board or committee resolution was necessary, the Board or relevant committee acted by unanimous written resolutions in order to comply with our Bye-laws and operating guidelines. We believe we maintained good governance practices while complying with
| Audit | Compensation |
Governance and Nominating |
Investment | Risk and Capital Management |
||
| Board | Committee | Committee | Committee | Committee | Committee | |
| Formal Meetings |
5 | 4 | 4 | 4 | 4 | 4 |
| Informational Sessions |
12 | 4 | 1 | 2 | 0 | 0 |
|
Action by Written |
7 |
1 | 4 | 4 | 2 | 0 |
Attendance at Annual General Meeting
All of our directors serving on our Board at the time of our 2024 Annual General Meeting of Shareholders was held virtually attended the meeting. Our Board strongly encourages all of its members to attend the Annual General Meeting of Shareholders.
Executive Sessions
Executive sessions of independent directors enable the Board to discuss matters, such as strategy, the performance and compensation of the CEO and senior management, succession planning and Board effectiveness, without management present. Any director may request additional executive sessions of independent directors. During 2024, our independent directors met in executive sessions at regularly scheduled Board meetings and/or
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informational calls. The rules of the NYSE also require the non-management directors of the Company to regularly meet in executive session without management, and the non-management directors met in four executive sessions at regularly scheduled Board meetings and/or informational calls. Either our Interim Chair or, after his appointment, the Board Chair, presided at the executive sessions of independent directors and non-management directors.
BOARD LEADERSHIP STRUCTURE
The Board believes that the decision of whether to combine or separate the positions of CEO and Chair varies from company to company and depends upon a company's particular circumstances at a given point in time. The Board believes that separating the CEO and Chair positions is the appropriate leadership structure for our Company and is in the best interests of our shareholders at this time.
The Board recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interest of the Company. Accordingly, the Board intends to regularly review its governance structure and has the discretion to modify its leadership structure in the future if it deems it in the best interest of the Company to do so. In the event the Board decides to combine the role of CEO and Chair, the Board is required to appoint a Lead Independent Director under the Company's Corporate Governance Guidelines. Currently, the Board has an independent Chair so the Board is not required to have a Lead Independent Director.
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BOARD AND BOARD COMMITTEE PERFORMANCE EVALUATIONS
Our Board continually seeks to improve its performance. Throughout the year, our Chair, Chief Legal Officer and Secretary each routinely communicate with our Board members to obtain real-time feedback. We believe that this continuous feedback cycle along with our formal annual evaluation process helps to ensure the continued effectiveness of our Board.
Our
Our annual Board evaluations cover the following areas:
| ● | Board efficiency and overall effectiveness | ● | Board and committee information needs and meeting cadence | ||
| ● | Board and committee structure | ● | Satisfaction with Board agendas and the frequency, duration and format of meetings and time allocations | ||
| ● | Board leadership and succession planning | ● | Areas where directors want to increase their focus | ||
| ● | Board and committee composition | ● | Board dynamics and cultural diversity | ||
| ● | Satisfaction with the performance of the Chair | ● | Strategy and Crisis Preparedness | ||
| ● | Board member access to the CEO and other members of senior management | ● | Board alignment with the Company's mission, vision, ethics, values, long-term goals and strategy | ||
| ● | Quality of Board discussions and balance between presentations and discussion | ● | Other areas directors would like to have greater focus or oversight | ||
| ● | Quality and clarity of materials presented to directors |
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| 1 | ||||
| ANNUAL BOARD AND COMMITTEE EVALUATIONS | ||||
|
When appropriate, and at least every third year, our Board engages a third-party evaluation firm to independently assess the Board's performance. The third-party evaluation firm conducts confidential interviews with each director that includes discussions of the overall functioning and effectiveness of the Board and its standing committees, the leadership structure of the Board as well as a peer review. The evaluation firm presents the findings to the |
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| 2 | ||||
| SUMMARY OF THE EVALUATION | ||||
|
A written report is produced summarizing the written questionnaires, which include all responses. |
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| 3 | ||||
| BOARD AND COMMITTEE REVIEW | ||||
|
The Chair of the Directors also deliver feedback to the Chair of the Board and suggest changes and areas for improvement. |
||||
| 4 | ||||||
| ACTIONS | ||||||
|
Following the review, changes in practices or procedures are considered and implemented, as appropriate. The Board finds that this process generates robust comments and provides the Board the opportunity to make changes that are designed to increase Board effectiveness and efficiency. Actions taken in response to the evaluation process over the years have included: |
||||||
| ● | Initiating a search for an additional qualified financial expert director; | |||||
| ● | Re-evaluating all governing documents, including delegations of authority and board and committee charters for effectiveness; | |||||
| ● | Initiating executive sessions between the Board and CEO prior to board meetings; and | |||||
| ● | Conducting a board informational session on fiduciary duties of the Board, roles of special committees and observers, and other board education matters. | |||||
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Board's Primary Role and Responsibilities, Structure and Processes
Our Board bears the responsibility for the oversight of management on behalf of our shareholders in order to ensure long-term value creation. In that regard, the primary responsibilities of our Board include, but are not limited to (i) oversight of the Company's strategic direction and business plan, (ii) ongoing succession planning and talent management, and (iii) risk management and oversight.
Oversight of Strategic Direction and Business Plan
Our Board oversees our strategic direction and business plan. At the beginning of each year, our senior management presents our consolidated annual business plan to the Board, and the Board discusses the Company's results relative to the plan periodically throughout the year. Each year, the Board typically engages in a full-day strategy meeting with management where it conducts a comprehensive review and discussion of the Company's strategic goals over the short-, medium- and long-term, as well as management's plans to achieve such goals.
Succession Planning and Talent Management
Our Compensation Committee is responsible for overseeing our executive compensation program to support our ability to attract and retain the right management talent to pursue our strategies successfully.
The Compensation Committee is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates and making key management succession decisions. Succession and development plans are regularly discussed with the CEO, as well as without the CEO present in executive sessions of the Board. The Compensation Committee makes sure that it has adequate opportunities to meet with and assess development plans for potential CEO and senior management successors to address identified gaps in skills and attributes. This occurs through various means, including informal meetings, Board dinners, presentations to the Board and committees, attendance at Board meetings and the comprehensive annual talent review. The Compensation Committee also oversees management's succession planning for other key executive positions. Our Board calendar includes at least one meeting each year at which the Board conducts a detailed talent review which includes a review of the Company's talent strategies, leadership pipeline and succession plans for key executive positions.
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Risk Management and Oversight
OUR BOARD TAKES AN ENTERPRISE-WIDE APPROACH TO RISK MANAGEMENT WHICH SEEKS TO COMPLEMENT OUR ORGANIZATIONAL OBJECTIVES, STRATEGIC OBJECTIVES, LONG-TERM PERFORMANCE AND THE OVERALL ENHANCEMENT OF SHAREHOLDER VALUE.
| FULL BOARD | |
|
Our Board assesses and considers the risks we face on an ongoing basis, including risks that are associated with: ●our financial position, ●our competitive position, ●underwriting results, ●investment performance, ●cybersecurity vulnerabilities, ●catastrophic events, and ●other risks germane to the insurance and reinsurance industry. |
Our Board determines the appropriate levels of risk for the Company generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. |
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|
MANAGEMENT |
|
We use our comprehensive Enterprise Risk Management ("ERM") program to identify, aggregate, monitor and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the ERM program is headed by our |
31
| CERTAIN OF OUR KEY STRATEGY AND RISK OVERSIGHT AREAS | |||
|
● Investment Performance and Markets ● Technology and Cybersecurity ● Insurance Risk |
● Regulation, Compliance and Legal Developments ● Rating Agency Risk ● Model Risk |
||
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| CYBERSECURITY |
|
The Company is subject to several cybersecurity and data privacy laws and regulations promulgated by the BMA, NYDFS, E.U. and The Board is responsible for overseeing the Company's risk management program and cybersecurity is a critical element of this program. Management is responsible for the day-to-day administration of the Company's risk management program and its cybersecurity policies, processes, and practices. The Company's cybersecurity policies, standards, processes, and practices are based on the framework established by the In general, the Company seeks to address material cybersecurity threats through a company-wide approach that addresses the confidentiality, integrity, and availability of the Company's information systems or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity issues as they occur. Given the increasing sophistication of cybersecurity threats, including those leveraging artificial intelligence, the Company regularly reviews and updates its strategies and technologies to ensure they remain effective in the face of emerging threats. Cybersecurity Risk Management and Strategy The Company's cybersecurity risk management strategy focuses on several areas: ● Identification, Mitigation and Monitoring: The Company has implemented a comprehensive, cross-functional approach to assessing, identifying and managing material cybersecurity threats and applies a security-first mindset to our practices across the Company. The Company's program is comprised of internal resources and external security consultants to provide guidance, oversight and support. ● Technical Safeguards: The Company implements technical safeguards through a layered security approach and third-party platforms that are designed to protect the Company's information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, data loss prevention and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as outside audits and certifications. ● Incident Response and Recovery Planning: The Company's program includes controls and procedures to properly identify, classify and escalate certain cybersecurity incidents to provide management visibility and obtain direction from management as to the public disclosure and reporting of material incidents in a timely manner. The Company has established and maintains comprehensive incident response and disaster recovery plans designed to address the Company's response to a cybersecurity incident. The Company conducts periodic tabletop exercises to test these plans and ensure personnel are familiar with their roles in a response scenario. ● Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing material cybersecurity threats presented by third parties, including our MGA and TPA partners, that could adversely impact our business in the event of a material cybersecurity incident affecting those third-party systems. ● Education and Awareness: The Company conducts regular, mandatory training and simulated phishing campaigns for all levels of employees regarding cybersecurity threats as a means to equip the Company's employees with effective tools to address cybersecurity threats, and to communicate the Company's evolving information security policies, standards, processes, and practices. |
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The Company conducts periodic assessment and testing of the Company's policies, standards, processes, and practices in a manner intended to address cybersecurity threats and events. For example, the Company performs internal and external penetration tests and cyber red team and tabletop exercises. A cyber red team exercise is a simulated attack on an organization's computer systems and network, conducted by a team of security professionals who play the role of attackers ("the red team"). The goal of the red team is to find and exploit vulnerabilities in the organization's defenses like real attackers would. This helps the organization to identify and fix weaknesses in their security before they can be exploited by real attackers. A tabletop exercise is a discussion-based simulation where participants walk through a hypothetical scenario, typically related to an emergency or crisis, focused on preparedness and response. The results of such assessments, audits, and reviews are evaluated by management and reported to the Risk Capital Management Committee and the Board, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.
Governance
The Board, in coordination with the Risk Capital Management Committee, oversees the Company's risk management program, including the management of cybersecurity threats. The Board and the Risk Capital Management Committee each receive regular presentations and reports on developments in the cybersecurity space, including risk management practices, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security issues encountered by the Company's peers and third parties. The Board and the Risk Capital Management Committee also receive prompt and timely information regarding any cybersecurity risk, as well as ongoing updates regarding any such risk. On a quarterly basis, the Board and the Risk Capital Management Committee discuss the Company's approach to overseeing cybersecurity threats with the Company's Chief Information Security Officer ("CISO") and other members of senior management.
The CISO, in coordination with senior management including the Chief Executive Officer, Chief Financial Officer, Chief Information and Technology Officer ("CITO") and Chief Legal Officer, works collaboratively across the Company to implement a program designed to protect the Company's information systems from cybersecurity threats and to promptly respond to any material cybersecurity incidents in accordance with the Company's incident response and recovery plans. To facilitate the success of the Company's cybersecurity program, cross-functional teams throughout the Company address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with these teams, the CISO and senior management are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real-time, and report such threats and incidents to the Risk Capital Management Committee when appropriate.
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COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established an
A description of each Board committee is set forth below. Except as noted below, the members of each Board Committee have continued to serve through the date of this proxy statement.
|
AUDIT |
Members ● ● ● Franklin Montross IV ● |
4 Formal Meetings |
4 Informational Sessions |
1 Actions by Unanimous Written Resolution |
|
●Each of the members of the Audit Committee qualifies as an "independent" directoras defined under the NYSE rules and Rule 10A-3 of the Exchange Act. ●All of the members of the Audit Committee are financially literateand have accounting or related financial management expertise within the meaning of the NYSE rules. ●The Board also has determined that |
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|
KEY RESPONSIBILITIES Our Audit Committee has the responsibility for, among other things, assisting the Board in reviewing: ●our financial reporting and other internal control processes; ●our financial statements; ●the independent auditor's qualifications, independence and performance; ●the performance of our internal audit function; and ●our compliance with legal and regulatory requirements and our Code of Business Conduct and Ethics. Additionally, the Company's independent auditor regularly discusses risks and related mitigation measures that may arise during their regular reviews of the Company's financial statements with the Audit Committee. To ensure candid and complete reporting, the Audit Committee regularly meets in separate executive sessions with management, the Company's internal auditor and the Company's independent auditor. REPORT The Report of the Audit Committee is on page 99of this proxy statement. CHARTER The Audit Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents. |
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|
COMPENSATION |
Members ● ● ● Franklin Montross IV |
4 Formal Meetings |
1 Informational Sessions |
4 Actions by Unanimous Written Resolution |
| ●Each member of the Compensation Committee qualifies as an "independent" directoras defined under the applicable rules and regulations of the |
||||
|
KEY RESPONSIBILITIES Our Compensation Committee is responsible for: ●reviewing and approving the compensation of the Company's executive officers and directors; ●reviewing the Company's strategies, policies and practices related to human capital management, including with respect to matters such as diversity and inclusion; ●authorizing and administering equity awards and other incentive arrangements; ●overseeing any compensation adviser retained to assist with the evaluation of compensation of executive officers or any other compensation-related matter; and ●reviewing and approving employment and related agreements with our executive officers. The Compensation Committee also periodically reviews management development and succession plans, including establishing policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer and other senior executive officers. REPORT The Compensation Committee Report is on page 76of this proxy statement. CHARTER The Compensation Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents. |
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| GOVERNANCE AND NOMINATING COMMITTEE |
Members ● ● ● ● |
4 Formal Meetings |
2 Informational Sessions |
4 Actions by Unanimous Written Resolution |
| ●Each of the members of the |
||||
|
KEY RESPONSIBILITIES Our ●identifying and recommending candidates for election to our Board; ●reviewing the composition of the Board and its Committees; ●reviewing and considering the Company's position, strategy and policies that relate to current and emerging ESG matters; ●developing and recommending to the Board corporate governance guidelines and any updates thereto; and ●overseeing Board evaluations. CHARTER The Governance and Nominating Committee Charter is available on our website: investors.siriuspt.com/governance/ governance-documents. |
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| INVESTMENT COMMITTEE |
Members ● ● ● ● ● |
4 Formal Meetings |
0 Informational Sessions |
2 Actions by Unanimous Written Resolution |
|
KEY RESPONSIBILITIES Our Investment Committee is responsible for: ● establishing investment guidelines and policies and monitoring compliance with such policies; and ● overseeing the management and performance of the Company's investment portfolio. CHARTER The Investment Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents. |
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| RISK AND CAPITAL MANAGEMENT COMMITTEE |
Members ● Franklin Montross IV, Chair ● ● ● ● |
4 Formal Meetings |
0 Informational Sessions |
0 Action by Unanimous Written Resolution |
|
KEY RESPONSIBILITIES Our ●overseeing our risk appetite and risk management framework; ●overseeing our cybersecurity; and ●overseeing our financial and capital markets strategies, including existing and proposed strategies. Our |
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37
COMMITTEES OF THE BOARD OF DIRECTORS ―POST-ANNUAL GENERAL MEETING
Assuming election of the Board nominees, the following sets out the persons who will constitute the Company's Board following the Annual General Meeting, including their expected Committee assignments:
| SIRIUSPOINT BOARD COMMITTEES | |||||||
| INDEPENDENT | CLASS | AUDIT | COMPENSATION | GOVERNANCE & NOMINATING |
INVESTMENT | MANAGEMENT |
|
| I | II | ||||||
| III | |||||||
| Daniel S. Loeb | II | ||||||
| I | III | ||||||
| I | II | (1) | |||||
| Franklin Montross IV | I | I | |||||
| I | II | ||||||
| I | |||||||
| I | I | ||||||
| Committee Chair | Committee Member | Chair of the Board | Audit Committee financial expert |
I | Independent |
| (1) |
SUSTAINABILITY RESPONSIBILITY
At
In addition, in 2024, our executive management team established an Environmental, Social and Governance ("ESG") Steering Committee and an
38
group to develop, implement, and monitor initiatives and policies based on our ESG strategy.
39
| PEOPLE & COMMUNITY | UNDERWRITING | ||
|
We value being an inclusive employer and are committed to supporting the unique voices, backgrounds, cultures, and contributions of our global employee base. We strive to foster an environment where all employees feel included, valued, respected, and supported to unleash their full potential. Our Chief Human Resources Officer oversees the implementation of the Company's human capital management strategy, including its Diversity, Equity, Inclusivity & Belonging initiatives. Our efforts are supported by our management team. Highlights include: ●Consideration of diversity into talent development goals for executives and implementation of diverse hiring practices ●Fostering employee engagement through our sponsorship of Employee Resource Groups ("ERGs") and their activities to help foster a diverse and inclusive work environment: Globalpoint (Multicultural Network), Women in ●Our global reach affords us a unique opportunity to improve the health and prosperity of communities around the world. Our offices collaborate directly with communities to support local causes. Our global reach affords us a unique opportunity to improve the health and prosperity of communities around the world. Our offices work directly with communities to support local causes. These efforts include programs and partnerships that leverage the skills, knowledge and enthusiasm of our employees' volunteerism. |
Our group underwriting guidelines work to: ●Require strict adherence to compliance and regulatory obligations, including global efforts to reduce funding of terrorism, corruption, and human rights violations; ●Require underwriting decisions to be taken with the purpose of improving the overall profit, while using the latest underwriting techniques and tools and balancing experience with common sense; ●Structure compensation of underwriting operations to promote prudent risk taking and long-term profitability; ●Use diversification, strong accumulation controls, and reinsurance to adjust risks to acceptable tolerance levels; and ●Evaluate the impact of ESG factors and emerging risks on industry sectors and clearly communicate the overall view of climate risk to ensure that underwriters properly consider it in all underwriting decisions. We have recently evaluated our insurance and re-insurance portfolio to reduce climate risk. |
| INVESTMENTS |
| Our investment portfolio consists primarily of investment-grade debt securities, with an average duration commensurate with our insurance liabilities in addition to investable cash and cash equivalents. |
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| COMPLIANCE & ETHICS | ENVIRONMENTAL STEWARDSHIP & SUSTAINABILITY | ||
|
We are committed to a high-level global Compliance strategy, fully aligned with the latest regulatory standards and sustainability principles, including those from global regulators. Our compliance framework emphasizes responsible business practices aiming to promote environmental, social, and governance (ESG) principles while ensuring regulatory obligations are met across all regions. We have formalized our positions on human rights in various Company policies and other commitments, including: ●Code of Business Conduct and Ethics ●ModeSlavery Statement ●Vendor Code of Conduct ●Respectful Work Policy |
Our Board adopted a global Environmental Policy Statement that sets forth our commitment to operating a sustainable business, endorsing sustainability initiatives, supporting organizations that foster sustainability in our communities, and proactively setting sustainability goals. For more information about our commitments, please refer to our Environmental Policy Statement located on our website at investors.siriuspt.com/governance/ governance-documents. In addition, we are a part of ClimateWise, a global network of leading insurance industry organisations, working to directly support sustainability efforts as we respond to the risks and opportunities of climate change. We adhere to globally recognized sustainability reporting standards and report our greenhouse gas emissions in alignment with the Greenhouse Gas Protocol. |
For more information about our sustainability initiatives, please refer to our website at: www.siriuspt.com/esg.
41
STAKEHOLDER ENGAGEMENT
|
WHY WE ENGAGE Our directors and management recognize the benefits that come from robust dialogue with shareholders and other relevant stakeholders and we have embraced an active engagement strategy. We engage with stakeholders through the year in order to: |
|
|
Provide visibility and transparency into our business, our performance and our corporate governance and compensation practices; |
|
| Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views; and | |
| Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices. | |
|
HOW WE ENGAGE |
ACTIONS TAKEN BY THE BOARD FOLLOWING STAKEHOLDER ENGAGEMENT
Stakeholder feedback is delivered to our Board and is considered in connection with the Board's oversight of our business strategy and risk management.
42
DIRECTOR NOMINATING PROCESS AND DIVERSITY
The Board is responsible for nominating candidates for election to the Board and for filling vacancies on the Board that may occur between annual general meetings of shareholders.
The Board requires at least two diverse candidates to be included in the pool for all director searches and evaluates a nominee's experience, gender, race, age, ethnicity, national origin, sexual orientation, skills and other qualities.
43
BOARD DIVERSITY SNAPSHOT
The graphics below illustrate the gender and racial diversity represented on our Board:
OUTSIDE ADVISORS
Our Board and each of its Committees may retain outside advisors and consultants of their choosing at the Company's expense. The Board need not obtain management's consent to retain outside advisors. Since 2021, the Compensation Committee has retained
COMMITTEE CHARTERS & CODE OF BUSINESS CONDUCT AND ETHICS
The committee charters are reviewed at least annually, and each Committee recommends any proposed changes to the
Attention: Secretary Pembroke HM 08, |
44
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS
| The Company has adopted a Related Person Transaction Policy pursuant to which our executive officers, directors, director nominees and principal shareholders, including their immediate family members, and any firm, corporation or other entity in which any of the foregoing persons is a general partner, limited partner or 10% beneficial owner are not permitted to enter into a related person transaction with us without the consent of our Audit Committee, another independent Committee of our Board or the full Board. Any request for us to enter into a transaction in which an executive officer, director, principal shareholder or any of such persons' immediate family members has a direct or indirect material interest is required to be presented to our Audit Committee for review, consideration and approval. |
All of our directors, executive officers and employees are required to report to our Audit Committee any such related person transaction. In approving or rejecting the proposed transaction, our Audit Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person's interest in the transaction and, if applicable, the impact on a director's independence. Under the policy, if we should discover related person transactions that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. A copy of our Related Person Transaction Policy is available on our website at: investors.siriuspt.com/governance/governance-documents.
RELATED PERSON TRANSACTIONS
The following is a description of certain relationships and transactions involving amounts in excess of
45
Transactions with CM Bermuda
On
On
On
The Company paid CM Bermuda a total consideration of
On
On
The Securities Purchase Agreement contemplates that payment thereunder be made in two tranches. The first payment of
In connection with the transactions contemplated by the Securities Purchase Agreement: (i)
46
Daniel S. Loeb, an affiliate of
On
Pursuant to an investment management agreement between
For more information regarding the TP Fund LPA and the 2022 IMA (as defined below), please refer to the summary below.
LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP
Term and Termination Rights
The TP Fund LPA has a term ending on
Incentive Allocations
With respect to each of the
47
Allocation Period, shall be reallocated to TP GP (the "Incentive Allocation"). TP GP, in its discretion, may elect to reduce, waive or calculate differently the Incentive Allocation, with respect to any TPRE Limited Partner.
Management Fee
Pursuant to the TP Fund LPA,
INVESTMENT MANAGEMENT AGREEMENT (TPOC Portfolio)
On
Pursuant to the 2022 IMA,
Term and Termination Rights
The 2022 IMA will continue with respect to the TPOC Portfolio until the first of the following events to occur: (1) as of any month-end upon at least 120 days' prior written notice from
Withdrawal Rights
Under the 2022 IMA, we may withdraw our capital accounts in TPOC Portfolio (i) in full on
48
Incentive Fees
Under the 2022 IMA, the Company is obligated to pay
Management Fees
The Company is obligated to pay
Standstill Agreement with
On
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any interested parties desiring to communicate with the Board or any of the independent directors regarding the Company may directly contact such director(s) by delivering such correspondence to such director(s) (or the entire Board) by e-mail to Secretary@siriuspt.com or by mail at the following address:
|
Attention: Secretary Pembroke HM 08, |
The Secretary will not forward to the Board, any Committee or any director communications of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, junk mail and mass
49
mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Chief Legal Officer to be immaterial to the Company.
The Audit Committee of the Board has established procedures, including through the use of a third party hotline, for employees, shareholders and others to submit confidential and anonymous reports regarding accounting, internal accounting controls or auditing matters. Details of the hotline are available on our website at www.siriuspt.com.
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DIRECTOR COMPENSATION
COMPENSATION OF DIRECTORS FOR FISCAL YEAR 2024
Our Director Compensation Policy provides for payment to each independent director of both an annual cash retainer and one or more grants of restricted shares.
Annual Cash Retainer
Pursuant to the terms of our Director Compensation Policy, our independent directors are entitled to receive an annual cash retainer of
| ○ | Lead Independent Director of the Board: $50,000; |
| ○ | Non-Executive Chair of the Board: |
| ○ | Chairs of the |
| ○ | Chairs of the Investment, Compensation, and Governance and Nominations Committees: |
Annual cash retainers are paid in arrears in equal quarterly installments, and are prorated for partial years of Board service based on the number of days served by the applicable independent director during any such year.
Equity Incentive Grants
Pursuant to the Director Compensation Policy, each independent director is entitled to receive an annual grant of restricted shares with a grant date value of
All restricted share grants made in 2024 were subject to the
Our directors who are not independent (including those who are our employees) do not receive compensation for serving as members of our Board. As a result, Messrs. Egan, Tan and Loeb were not compensated for their services as directors during 2024. However, all directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as Board and committee members, including attendance at educational seminars and other expenses directly related to the Company's business.
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2024 DIRECTOR COMPENSATION
|
FEES EARNED OR PAID IN CASH ($) |
RESTRICTED SHARE AWARDS(9),(10) ($) |
OPTION AWARDS ($) |
ALL OTHER COMPENSATION ($) |
TOTAL ($) |
|
| 83,065 | 137,500 | - | - | 220,565 | |
| 157,500 | 137,500 | - | - | 295,000 | |
| Daniel S. Loeb(3) | - | - | - | - | - |
| 172,500 | 137,500 | - | - | 310,000 | |
| 157,500 | 137,500 | - | - | 295,000 | |
| 237,500 | 137,500 | - | - | 375,000 | |
| Franklin Montross IV(7) | 172,500 | 137,500 | - | - | 310,000 |
| 157,500 | 137,500 | - | - | 295,000 | |
| - | - | - | - | - |
| (1) | ||
| (2) | ||
| (3) | Messrs. Loeb and Tan did not receive any compensation in 2024 as non-independent directors. | |
| (4) | ||
| (5) | ||
| (6) | ||
| (7) | ||
| (8) | ||
| (9) | The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions forth in Note 18, "Share-Based Compensation and employee benefit plans," to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended |
|
| (10) | The restricted shares were awarded to the independent directors on |
|
NUMBER OF UNVESTED |
NUMBER OF UNVESTED |
|||
| 10,528 | 28,469 | |||
| 10,528 | 10,528 | |||
| Daniel S. Loeb | - | 22,216 | ||
| 10,528 | - | |||
| 10,528 |
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| EXECUTIVE OFFICERS |
The following table sets forth information regarding the individuals who serve as our executive officers as of the date hereof.
| AGE | POSITION | ||
| 53 | Chief Executive Officer & Director | ||
| 45 | Chief Financial Officer | ||
| 61 | Group President and Chief Executive Officer of |
||
| 50 | Chief Executive Officer, |
||
| 42 | Group Chief Underwriting Officer |
|
|
|
|
Chief Executive Officer since 2022 Age 53 |
|
| JAMES J. McKINNEY |
|
|
Chief Financial Officer since Age 45 |
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|
|
|
|
Group President and Chief Executive Officer of Age 61 |
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|
|
|
|
Chief Executive Officer, Age 50 |
|
|
|
|
|
Group Chief Underwriting Officer since 2025 Age 42 |
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| EXECUTIVE COMPENSATION |
| PROPOSAL 2 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
| TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT | |
As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in accordance with Section 14A of the Exchange Act, the Company's shareholders are entitled to approve, on an advisory basis, the compensation of our named executive officers ("NEOs"). This non-binding advisory vote, commonly known as a "Say-on-Pay" vote, gives our shareholders the opportunity to express their views on our NEOs' compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.
As described in detail under "Compensation Discussion and Analysis," our compensation programs are designed to
| ● | attract, motivate and retain executives of outstanding ability to meet and exceed the demands of our business, |
| ● | focus management on optimizing shareholder value and fostering an ownership culture, |
| ● | create appropriate rewards for outstanding performance and reduced compensation for underperformance, and |
| ● | be competitive and foster collaboration by rewarding executives for their contribution to our overall performance and financial success. |
We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our shareholders and that the total compensation packages provided to our NEOs are reasonable and not excessive.
For these reasons, the Board is asking shareholders to vote "FOR" the following resolution:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the rules of the
As an advisory vote, this Proposal 2 is not binding on the Board or the Compensation Committee (or any other committee of the Board), will not overrule any decisions made by the Board or the Compensation Committee (or any other committee of the Board) and will not require the Board or the Compensation Committee (or any other committee of the Board) to take any specific action. The outcome of this vote does not create or imply any change to the fiduciary duties of the Company or its Board or any of its committees (or any individual member thereof), or create or imply any additional fiduciary duties. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.
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COMPENSATION DISCUSSION AND ANALYSIS
| I. | OVERVIEW |
This Compensation Discussion and Analysis ("CD&A") provides an overview of the business context and results, as well as the material components of our executive compensation program, and the compensation of our NEOs.
Our NEOs for fiscal year 2024 were the following executive officers:
| ● |
| ● |
| ● |
| ● |
| ● |
| II. | EXECUTIVE SUMMARY |
2024 Performance Highlights
2024 is the second full year of performance of
The Company delivered an exceptionally strong set of financial results in 2024, with much improved underwriting and investment performance.
All three earnings engines outperformed in 2024 delivering an underwriting profit for the Core Business of
The Company's major performance accomplishments of 2024 included, but are not limited to, the following:*
| ● | FY24 Core combined ratio of 91% which is a 2-point improvement (excluding LPTs) driven by 4-points of attritional loss ratio improvement on prior year. |
| ● | Strong continuing lines gross premium written growth of 21% in the fourth quarter of fiscal year 2024 contributed to overall growth of 10% on prior year. This resulted in the ninth consecutive quarter of positive underwriting result and targeted growth. |
| ● | Good stewardship of capital, with a relentless focus on value creation. The repurchase transaction with CM Bermuda which closed on |
| ● | Continued prudent approach to reserving and managing volatility resulted in 15 consecutive quarters of favorable prior year development, surpassing insurance reserves liability duration of 3 years. The company managed through Hurricane Milton and the |
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| million and |
| ● | Strong capital position and healthy balance sheet producing target returns, underlying ROE in fiscal year 2024 of 14.6% and diluted book value per share up 10% on prior year to |
*Note: Certain of these compensation performance metrics are non-GAAP financial measures. Please see Appendix A for our calculation of these measures and a reconciliation to the most directly comparable GAAP financial measures.
Additional 2024 strategic business highlights include the following:
| ● | The business has continued on its path to simplification with the ongoing rationalization of MGA equity stakes down to 20 from 36. The deconsolidation of |
| ● | The foundations of the business have been further strengthened through reducing volatility. The team have increased the mix from Specialty, MGA and A&H while reducing the Property mix from 22% to 14% of the portfolio. 3 LPTs have been delivered covering |
| ● | The team have focused on profitability and delivering strong ROE with medium term ROE target increasing for two successive years. FY24 underlying ROE of 14.6% is at the upper end of the across the cycle target range of 12-15%. |
| ● | We have built upon the significant changes made to the executive leadership team and the senior leadership team, bringing in further outstanding high-caliber leaders in key areas such as Underwriting, Pricing, Actuarial and Claims. |
| ● | Our culture has continued to evolve and has been a key leadership priority since we believe a healthy, performance-oriented culture will help us to attract and retain the right people and incentivize our team to keep delivering on our promises to our stakeholders. This is bearing fruit as we continue to attract high-caliber individuals to our business. Building on the very clear Purpose, Vision, and Values that were delivered in 2023 we have built a set of leadership principles to guide and fuel outstanding leadership to deliver our aspirations. |
| ● | We continued to see improved employee engagement in 2024, as evidenced in employee engagement survey results. |
| ● | Listening groups are a key feature of our culture and we regularly get together with cross-functional employee groups at all locations to hear what is on their minds and ideas for improving our business and have a track record of taking action off the back of these sessions. |
These accomplishments provide context for the compensation decisions taken for the performance year 2024. Our focus for 2025 is to build on last year's progress, retain our underwriting-first approach,and to move the business forward to ultimately becoming best-in-class in the future.
For further information regarding the Company's financial performance in the year ended
The Company's 2024 executive compensation program was designed to promote our pay-for-performance philosophy, with a significant majority of our NEOs' direct compensation delivered in the form of at-risk, variable compensation (in the form of both short-term cash incentives and long-term equity incentives), as well as our commitment to sound corporate governance and proper risk-management. The 2024 program was designed to
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be aligned with the interests of our shareholders by tying executive compensation to metrics that we believe support the creation of long-term shareholder value.
The Compensation Committee reviews and evaluates the performance and compensation of our NEOs annually, assessing performance in relation to our strategic, operational and financial performance.
In designing the 2024 program, the Compensation Committee reviewed the short-term incentive ("STI") and long-term incentive ("LTI") structures that were put in place in 2023, and determined that they remained appropriate for driving the desired performance outcomes in 2024. The STI and LTI plans are as follows:
| ● | The STI plan is made up of two components: Core Combined Ratio (70%) and Strategic Objectives (30%). Importantly nothing can become payable under the STI plan unless a threshold of Core Combined Ratio performance is delivered. This clearly underpins the philosophy of "underwriting first" that has been developed and implemented at |
| ● | The LTI plan is made up of a combination of an award of a number of performance based restricted stock units ("PSUs")and time-based restricted stock units ("RSUs"), with 75% of annual awards being granted as PSUs and 25% as RSUs. The vesting of PSUs is 100% driven by the growth of net book value per share over a compound 3-year period, and the RSUs are designed to be a retentive factor alongside the performance driven factor. |
Full details of the plans can be found in later sections of this report, and these plans are considered as fundamental driving platforms to support the drive to build a high performance oriented culture.
The Compensation Committee also reviewed the Shareholding Requirements Policy for the NEOs and other members of the Executive Leadership Team, and changes were made to take effect from
The Compensation Committee also considered a Risk Review of performance and compensation outcomes as part of its determination of the incentive plan results for the year.
PAY-FOR-PERFORMANCE ALIGNMENT
The performance culture at
The Compensation Committee reviews and evaluates the performance of our NEOs annually, assessing performance in relation to the Company's strategic, operational and financial performance over both the short and long term. The Compensation Committee sets challenging targets for all performance-based compensation to further align executive compensation with the long-term interests of the Company's shareholders. We believe that in fiscal year 2024 the business performance and resultant impact on executive compensation were very much aligned with the delivery of strong shareholder returns:
| ● | Base salaries for NEOs were increased by 4% between 2023 and 2024. |
| ● | In light of the financial results outlined above, the overall Company bonus pool was funded at 151.3% of target. Once the overall Company bonus pool is determined what is actually paid out of the STI plan is determined by an assessment of performance, and as a result, the NEOs' bonus levels vary. |
| ● | Long-term incentives were granted in 2024 in the form of PSUs where vesting is contingent on company performance measures being achieved (75% weighting) and RSUs where vesting is subject to continuous service (25% weighting). The target LTI opportunities for NEOs reflect market practice, their experience and performance, retention considerations and their employment agreements. |
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These outcomes are discussed more fully in the report.
In determining the Company's operating plan for fiscal year 2025, as agreed to by the Board, the Compensation Committee determined to strengthen the incentive targets for 2025. The Core Combined Ratio target in the STI plan was strengthened from 92.9% to 91.3%, with a range from 96.0% at threshold to 88.3% at maximum. We align the STI plan with our shareholders interests with modest payments being made at threshold and maximum payments being made only at a exceptionally strong level of COR combined ratio.
SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES
| WHAT WE DO | WHAT WE DON'T DO | |||
|
We focus on attracting and retaining superior and diverse executive talent |
We do not award stock options with an exercise price below 100% of fair market value |
|||
| We require officers and directors to satisfy meaningful share ownership requirements | We do not allow our directors, executive officers, employees or their related persons to pledge the Company's securities as collateral for loans or for any other purpose | |||
| We seek to mitigate undue risk in compensation programs through informed performance goal-setting that considers multiple financial and non-financial factors | We do not allow our directors, executive officers, employees or their related persons to hedge the Company's securities | |||
| Our Compensation Committee retains the services of an independent compensation consultant | We do not provide "gross-ups" for golden parachute taxes | |||
| We generally consider market and industry data when setting executive pay, using the median as a reference point to understand the general market | We do not reprice stock options unless approved in advance by our shareholders | |||
| We maintain a clawback policy applicable to executive officers in the event of a financial statement restatement, and, in |
We do not incentivize excessive risk-taking through our compensation programs, and a review of risk events forms part of the Compensation Committee's considerations when making award decisions | |||
| We offer double-trigger change-in-control benefits | ||||
Results of Say-on-Pay Vote
The Compensation Committee considers the outcome of the annual shareholder advisory vote on executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program generally. At our 2024 annual general meeting of shareholders, our shareholders approved the compensation paid to our then-serving NEOs in a non-binding advisory vote. Approximately 82% of the shareholders who voted on the proposal voted in favor of the proposal.
The 2024 say-on-pay vote related to compensation paid to NEOs during 2023. The Compensation Committee reviewed the say-on-pay results carefully, and after considering the shareholder support for the turnaround and subsequent ongoing successful results of the Company and the fact that significant positive changes had already been made to the Company's executive compensation program, it concluded that it was not necessary to make further changes in response to the 2024 say-on-pay vote. The Compensation Committee will continue to consider
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results from the annual say-on-pay vote, including the results from the 2024 Annual General Meeting, as well as other shareholder input, when reviewing executive compensation programs, principles, and policies.
| III. | COMPENSATION DETERMINATION PROCESS |
Our Compensation Committee leads a rigorous annual process to evaluate whether we offer compensation in accordance with our pay-for-performance philosophy.
| EVALUATE | APPROVE | ||
| ● |
Market data from independent compensation consultant |
● |
Company performance metrics for annual and long-term compensation, and specific targets, thresholds and maximums for each measure |
| ● | Peer group composition | ● | Individual performance goals for NEOs |
| ● | Ability of compensation program to attract and retain superior talent | ● | Achievement of performance metrics for annual incentive plan and long-term incentive plan |
| ● | Alignment of performance measures with overall strategy | ● | Salary, benefits and target annual and long-term incentive compensation levels for NEOs |
| ● | Feedback from annual-say-on-pay vote | ||
| DISCUSS | |||
| ● |
Progress against financial and strategic goals |
||
| ● | Report from |
||
| ● | Risk assessment of executive compensation program | ||
| ● | Market and governance practices | ||
| IV. | COMPENSATION PHILOSOPHY AND OBJECTIVES |
We refer to the overall objectives of our executive compensation practices for our executive officers as the "Total Rewards Strategy." In 2024, our Total Rewards Strategy was to:
| ● | Continue to attract and retain market leading talent to support our drive to becoming a best in class (re) insurer; |
| ● | Provide compensation and benefits packages that are competitive with other peer companies operating in the reinsurance and insurance industry; |
| ● | Support a high-performance environment by linking executive pay with Company and individual executive performance to achieve the Company's objective to grow the business and deliver superior returns to its investors; |
| ● | Support alignment between risk management and reward, through design features and the embedding of provisions, such as a balance of fixed-variable pay; share ownership requirements; variable pay deferral |
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through the use of long-term incentives, and potential for risk review and adjustment of variable pay, such that a significant proportion of pay is "at-risk"; and
| ● | Focus on long-term performance to support shareholder value creation and retain executives. |
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| V. |
The Compensation Committee uses a peer group to evaluate executive compensation decisions. The Compensation Committee believes that the Company's peer group should reflect the markets in which the Company competes for business, executive talent and capital. Accordingly, the peer group includes companies meeting one or more of the following peer group selection criteria:
| 1. | Industry and scope of business, |
| 2. | Size based on revenue and market capitalization, |
| 3. | Importance of capital allocation, investments and risk management, and |
| 4. | Comparable pool of talent and global presence. |
The 2024 compensation peer group consisted of the following companies:
| ● | ● | ● | ||||||||
| ● | ● | ● | ||||||||
| ● | ● | ● | ||||||||
| ● | ● | ● | ||||||||
| ● | ● | ● |
Our assets, revenue, and market capitalization compared to our peer group were as follows (values in millions):
| ASSETS1 | REVENUES1 | MARKET CAPITALIZATION2 | ||||
| Relative Peer Group Position: 2024 |
50th percentile | 48th percentile | 29th percentile |
| (1) | Represents revenue for the trailing four quarters ended |
| (2) | Represents market capitalization as of |
| (3) | Relative peer group positioning excludes |
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| VI. | ELEMENTS OF OUR COMPENSATION PROGRAM |
For fiscal year 2024, the compensation packages for our executive officers consisted primarily of:
| ● | base salary; |
| ● | annual cash incentive compensation; |
| ● | long-term incentive compensation; |
| ● | certain perquisites; and |
| ● | retirement, health and welfare benefits. |
Set forth below is a discussion of each of these elements of total compensation, our rationale behind providing each element, and how we believe each element fits into our overall compensation philosophy. We have designed each element of the Total Rewards Strategy to attract and retain a talented executive team and to incentivize the desired behaviors and business results for the Company.
| ELEMENT | PURPOSE | ||
| FIXED | BASE SALARY |
● To provide base compensation for our executive officers' ongoing performance of job responsibilities throughout the year. ● To attract and retain executive officers with the knowledge, skills and abilities necessary to successfully execute their job responsibilities. ● To recognize each executive officer's position, role, responsibility and experience. |
|
| VARIABLE | Short-term | ANNUAL CASH INCENTIVE |
● To focus our executive officers on achieving the annual goals of the Company by paying rewards to the extent the goals are fulfilled. ● To recognize how our executive officers have performed in meeting their established goals for the year. ● To reward exceptional performance through increased cash incentive payouts (subject to the overall annual cash incentive pool), and lower payouts where individual performance is below expectations. |
| Long-term | EQUITY AWARDS |
● To align the interests of employees with shareholders through meaningful equity participation and long-term ownership. ● To promote the long-term retention of our executive officers. |
|
| ADDITIONAL BENEFITS | Retirement, Health and Welfare Benefits |
● To provide our executive officers with an opportunity to save for retirement. ● To help ensure that we have productive and focused executive officers through reliable and competitive health and other benefits. |
|
|
Benefits |
Perquisites (for certain NEOs working outside of their home country) |
● To attract and retain key executive officers in ● To rationalize the income of expatriate executive officers, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income that such employees would eaas employees within their native countries. |
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| VII. | BASE SALARY |
Generally, the minimum base salary for each of our NEOs is set in their respective employment agreements or offer letters or similar agreements with the Company. Salaries for our NEOs are based on several factors, including the scope of job responsibilities, experience, expertise, performance and competitive market compensation. The Company reviews base salaries on a periodic basis, and from time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations.
The table below sets forth the 2024 annualized base salary rates for each of our NEOs:
| NEO |
BASE SALARY 2024 ($) |
|
|
|
| (1) |
| (2) |
| (3) |
| (4) |
| VIII. | ANNUAL CASH INCENTIVE PAY |
The primary purpose of annual cash incentive pay is to reward executive performance during the year based upon the achievement of business and individual goals.
Performance metrics are set based on the short-term measures that the Compensation Committee deems necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee's judgment.
Annual Cash Incentive Plan for 2024
Each of the NEOs, participated in our annual cash incentive plan (the "Annual Incentive Plan") pursuant to which they were eligible to receive a cash incentive award based primarily on company performance during the year. The total cash incentive pool for the 2024 Annual Incentive Plan was calculated by applying the actual results of the financial metric, weighted at 70%, and the strategic metrics, weighted at 30%. The financial and strategic metrics for the 2024 Annual Incentive Plan were intended to motivate continued progress with the turnaround of the business.
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For 2024, the Compensation Committee used one financial performance metric (Core combined ratio) to incentivize all leaders and colleagues to focus on profitability and the achievement of a shared goal. The Compensation Committee selected Core combined ratio as the sole financial performance metric under the 2024 Annual Incentive Plan because the Compensation Committee believes it effectively measures the profitability of the Company's business. The Core combined ratio metric is commonly used by industry peer companies to measure performance and the value created through effective underwriting. The 2024 Core combined ratio goal was designed to be challenging but achievable with strong management performance.
The strategic objectives listed in the table below were deemed critical to establishing a strong foundation for the future direction and operation of the Company.
| Strategic Objective |
| Improve strategic focus in the business and build a high performance culture |
| Deliver a longer-term strategy for SPNT |
| Deliver focused and profitable growth in top line without adding to bottom line cost/risk |
| Deliver ROTE (Retuon tangible equity) goals |
| Deliver MGA Strategy |
| Build a more sustainable business that is setting down roots for becoming best in class |
The Core combined ratio financial performance metric had a potential performance range of 50% at threshold to 200% at maximum for its 70% contribution (with no payout below threshold). The strategic objectives had a potential performance range of 0% to 100% of target for their 30% weighting (with no payouts if the Core combined ratio financial performance metric was below threshold). As a result, the maximum funding level of the Annual Incentive Plan was 170% of the aggregate target bonus amounts for all participants in the Annual Incentive Plan.
| 2024 Annual Cash Incentive Metrics | |||||||
|
Annual Cash Incentive Performance Metrics |
Threshold | Target | Maximum | Actual Result |
Actual Payout as a % of Target |
Weight |
Funding |
|
Core combined ratio(1) |
93.9% 50% payout (0% if greater than 93.9%) |
92.9% 100% payout if at target |
<=89.9% 200% payout if equal to this target or lower |
91.0%(2) |
173.0% |
70.0% |
151.3% |
| Strategic Goals |
Not Met/Partial 0/50% payout cliff |
Fully Achieved 100% payout |
See narrative below |
100.0% |
30.0% |
||
| (1) | See Appendix A: Non-GAAP Financial Measures for definitions of "Core combined ratio" and all other non-GAAP financial measures referenced herein. |
| (2) | The Company's payout factor is determined based on Core combined ratio with an assumption of target incentive payout, which translates to 90.7%. |
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The individual Annual Incentive Plan payments to the NEOs were determined by the Compensation Committee based on the target annual cash incentive opportunity for each applicable NEO and the amount of the overall total cash incentive pool. These amounts could then be modified by the application of business unit/function and individual performance modifiers (as determined in the discretion of the Compensation Committee and the CEO based upon individualized performance goals set for each such NEO by the Compensation Committee in
In
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| Strategic Objective | Achievements |
| Improve strategic focus in the business and build a high-performance culture. |
● Refined operating model with a particular focus on embedding the underwriting model. ● Built portfolio and underwriting capabilities. ● Grown and strengthened MGA capabilities and strategic MGA partners. ● Built a high performing culture by building and embedding a "One |
| Deliver a longer-term strategy for SPNT. | ● Focused on a 5-year horizon, and built out the ambitions for the business around lines of business and target growth in reinsurance and insurance. |
| Deliver focused and profitable growth in top line without adding to bottom line cost/risk. |
● Shifted the portfolio during 2024 into targeted specialisms as per the plan. ● Took opportunities for targeted growth in target areas. ● Ensured underwriting strategy focused on right areas. ● Allocated/moved capital accordingly to align with strategy. |
| Deliver ROTE (Retuon tangible equity) goals. |
● Delivered returns of 10.5%(1) in 2024 (subject to adjustment linked to capital excess linked to performance and MGA disposals/accounting). ● Improved capital fungibility and liquidity across the group and to the holding company. |
| Deliver MGA Strategy. |
● Continued with the divestiture of MGA assets identified as non-core in line with MGA strategy. ● Found ways to crystallize unrealized value of MGAs. |
| Build a more sustainable business that is setting down roots for becoming best in class. |
● Delivered on 2024 plan and timescales for "Anchor Projects". ● Implemented People Strategy for 2024 and improved succession pipelines in targeted areas to support sustainability. ● Implemented agreed IT road-map and Finance Transformation. ● Continued to build a focus on risk management and make it a core part of our business mindset. ● Strengthened the embedding of the three lines of defense operating mode, and risk metrics/ratings in all ELT functions. |
(1) "ROTE" refers to retuon tangible equity and is calculated as the Company's net income for the period over the average tangible equity available to common shareholders.
The Compensation Committee also considered a report from the Chief Risk Officer to consider if any downward adjustment to the funding or individual awards should be made for risk-related items. After considering the Chief Risk Officer's report, the Compensation Committee concluded that the scoring of the components of the plan were appropriate, and there were no factors that warranted adjustment for risk-related items.
The chart below sets forth our participating NEOs' target annual cash incentive opportunities under the 2024 Annual Incentive Plan and the actual cash incentive paid to each such NEO who was entitled to receive a bonus payment under the Annual Incentive Plan for fiscal year 2024. For 2024, each of these NEOs had an annual cash
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incentive target opportunity that was expressed as a percentage of the NEO's year-end base salary. The actual annual incentive payout for each NEO was determined by the application of business unit/function and individual performance modifiers (as determined in the discretion of the Compensation Committee and, for Messrs McKinney, Govrin, and Gibbs, the CEO, based upon individualized performance goals set for Messrs. Egan, Govrin, and Gibbs by the Compensation Committee in
|
TARGET ANNUAL CASH INCENTIVE OPPORTUNITY |
ACTUAL ANNUAL INCENTIVE PAID | |||||
| NEO | % OF BASE SALARY | ($) | ANNUAL CASH INCENTIVE* | ($) | ||
| 140% |
1,601,600 |
151.3% | 2,423,221 | |||
| 100% | 363,014 | 151.3% | 549,240 | |||
| 100% | 676,000 | 165.0% | 1,115,400 | |||
| 100% | 488,631 | 80.0% | 390,905 | |||
| 100% | 493,465 | -% | - | |||
*Expressed as a percentage of the amount of the Target Annual Cash Incentive Opportunity.
| (1) |
| (2) |
| (3) |
| (4) |
| IX. | LONG-TERM INCENTIVES |
The purpose of LTIs is to align the interests of our employees with those of shareholders through meaningful equity participation. The program can generate significant value when executives drive the Company to achieve long-term results. The following principles goveour LTI program:
| ● | LTIs aim to provide balance to a short-term performance focus. Executives should be focused on achievement of the Company's long-term strategic objectives. Through LTIs, we encourage executives to drive strong Company performance over the long term. |
| ● | LTI awards should reflect market-competitive compensation levels. Individual grants vary based on individual performance, which reward individual achievement as well as long-term corporate performance. |
| ● | The mix of LTIs will vary by role and level in the Company to balance retention, the drive for long-term growth in shareholder value and the individual's ability to contribute to value creation. |
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| ● | The Company may use a variety of incentive awards from year to year to deliver LTIs. |
| ● | Our LTI program provides for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives. |
Grant Timing Policy
The Compensation Committee and senior management monitor the Company's equity grant policies to evaluate whether such policies comply with applicable law and are consistent with good corporate practices. Grants to the executive officers are generally made at the Compensation Committee meeting held in April of each year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer's performance, which enables the Compensation Committee to consider both the prior year's performance and expectations for the succeeding year in making grant decisions.
The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation. We did not grant stock options, stock appreciation rights, or similar option-like instruments during 2024 and do not currently intend to grant those types of awards to our directors and senior management as part of our compensation program.
Long-Term Incentives Awarded in 2024
In 2024, the Compensation Committee granted LTI awards to each of our NEOs under the 2023 Omnibus Incentive Plan pursuant to the program design described below. 75% of the awards were granted in the form of PSUs and 25% in the form of RSUs.
The Compensation Committee designed the LTI awards for 2024 to achieve various objectives:
| ● | Provide substantial at-risk compensation to our NEOs in order to align their interests with the interests of the shareholders and the Company's performance, with the value of the awards fluctuating based on the Company's common share price performance; |
| ● | motivate the NEOs to grow the Company; and |
| ● | retain to the NEOs so they can continue to execute on the Company's strategic plan. |
| Element | Key Metrics | Features |
| PSUs |
●Vesting subject to the achievement of targets based on the Compound annual growth rate of the Company's tangible net book value per share ("NBVPS") between |
●Provides alignment with shareholders ●3-year cliff vesting period ●Fosters retention |
| RSUs |
●Vesting subject to continued service over a 3-year period following the grant date |
●Provides alignment with shareholders ●3-year tranche vesting period (vests in equal tranches after years 1, 2, and 3) ●Fosters retention |
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2024 PSUs
In 2024, PSUs were granted subject to cliff-vesting at the end of a three-year performance period (beginning
| 2024-26 PSUs | Below "Threshold"Levels of Performance | "Threshold" Levels ofPerformance | "Target" Levels ofPerformance | "Maximum" Levels ofPerformance |
| Compound Annualized Growth Rate in tangible NBVPS(1) | below 7% | 7% | 9% | 11% |
| Vesting level (% of target opportunity)(2) | 0% | 50% | 100% | 200% |
| (1) | Tangible NBVPS compound annualized growth rate will be calculated subject to standard adjustments for currency and exchange rates, accounting changes, and dividend and capital payments, and also excludes certain selected legacy investments disposed of by the Company prior to |
| (2) | For performance between the levels shown in the table, the vesting level will be determined using linear interpolation. |
The Compensation Committee determined to award long-term incentives in the form of PSUs in order to align with market practice and to create a more direct alignment between pay and performance.
2024 RSUs
The Compensation Committee believes that time-based RSUs align the interests of our NEOs with the interests of our shareholders through the Company's share price performance, and also fosters retention of our NEOs as they vest ratably over a three-year period. Time-vesting RSUs granted to our NEOs in
2024 TARGET LONG-TERM INCENTIVE AWARD OPPORTUNITIES
| ● | A competitive market analysis of each NEO's total compensation and the portion of total compensation provided as LTIs, relative to similar roles at companies in our |
| ● | The Company's and each NEO's individual performance and their expected future contributions; and |
| ● | The NEO's level of experience in their role. |
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Awards under our long-term incentive program which were made to our NEOs in
| Number of Units Granted in 2024 | |||
| NEO |
2024 Total Grant Value ($) |
RSUs | PSUs (at target) |
| 4,004,002 | 80,791 | 242,373 | |
| 1,250,010 | 24,704 | 74,111 | |
| 1,689,996 | 34,100 | 102,300 | |
| 859,705 | 17,347 | 52,040 | |
| 1,042,433 | 21,034 | 63,101 | |
| (1) |
| (2) | In connection with the terms of his termination on |
In
| X. | OTHER BENEFITS AND PERQUISITES |
Other Benefits
The Company provides health and welfare plans, such as medical coverage and life and disability insurance, in line with applicable market conditions and applicable law. We believe these health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The Company also maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. For eligible US employees, the Company maintains a 401(k) plan under which the Company provides matching contributions of up to 6% of eligible compensation. For eligible
The NEOs are eligible to participate in the health and welfare and defined contribution plans during employment on the same basis as all other employees, subject to applicable tax and other limits on contributions. In lieu of
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participating in the Company's Bermudian defined contribution plan, following his relocation to
Perquisites
The Company provides customary additional benefits to certain expatriate employees working outside of their home country, including each of our expatriate NEOs, to better enable the Company to attract and retain key employees. The purpose of these benefits is to support the additional costs of living abroad, and neutralize the impact of additional taxation as a result of compensation for additional housing and transportation expenses, such that the income is rationalized with the income that such employees would eaas employees in their native countries. These additional benefits are as follows:
| ● | HOUSING EXPENSES.Given the unique challenges of the |
| ● | TAX EXPENSES.To the extent the Company's reimbursement of an expatriate NEO's housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of |
| ● | TAX PREPARATION EXPENSES.Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives' tax preparation expenses, up to reasonable limits per annum. |
| XI. | EMPLOYMENT AGREEMENTS AND SEPARATION AGREEMENT WITH NEOs |
We are party to an employment agreement or offer letter agreement with each of the NEOs, and in the case of
On
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| XII. | OTHER COMPENSATION PRACTICES AND POLICIES |
Share Ownership Guidelines
The Company has adopted share ownership guidelines pursuant to the Director and Executive Share Ownership Policy to further align the economic interests of our directors and executive officers ("Designated Individuals") with the interests of our shareholders. To accomplish this, Designated Individuals are expected not only to receive equity-based compensation but also to maintain a significant long-term equity interest in the Company.
The table below summarizes the guidelines:
| POSITION | SHARE OWNERSHIP REQUIREMENT |
SHARES COUNTED TOWARD GUIDELINES |
TIME PERIOD TO ACHIEVE |
RETENTION REQUIREMENTS |
| Chief Executive Officer |
5xbase salary |
●Shares owned outright ●Performance shares, upon vesting ●Restricted shares, upon vesting |
Individuals subject to this policy have five years from the date of eligibility to meet the minimum ownership requirements. | Must retain 50% of net shares issued upon exercise of share options or vesting of share awards until guidelines are achieved. |
| Other Executive Officers |
3xbase salary | |||
| Independent Directors |
3xannual cash retainer |
Clawback Policy
We have implemented an Executive Compensation Clawback Policy, that is applicable to all current and former Section 16 officers ("Covered Executive"), including our CEO. In the event of a restatement of the Company's financial results, this policy authorizes the Company, through the Compensation Committee, to recover any portion of incentive compensation paid or awarded to such Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.
In 2023, the Company's Executive Compensation Clawback Policy was updated to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NYSE listing standards. The policy was further amended in 2024 to permit the clawback of certain short-term and long-term incentive compensation, as well as to permit adjustments to awards already made but not yet paid, in the event of serious or gross misconduct on the part of the executive. During fiscal year 2024, there were no events that triggered a right to a clawback or recoupment from any of our Covered Executives.
Insider Trading Policy
The Company has adopted an insider trading policywhich governs the purchase, sale and other dispositions of the Company's securities and applies to directors, officers, and employees. The Company believes that its insider
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trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
Hedging and Pledging
Our Insider Trading Policy prohibits our employees and directors from directly or indirectly engaging in any hedging or monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) with respect to Company shares. No exceptions are allowed for such transactions under the Trading Policy. Pledging
Role of the Compensation Committee
The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors, authorizing employment and related agreements regarding executive officers, and authorizing and ratifying equity grants and other incentive arrangements. In addition, the Compensation Committee reviews the Company's strategy regarding human capital management, including diversity and talent and CEO Succession planning.
It has the ability to appoint independent compensation consultants to provide it with relevant information and advice to inform its decision-making.
Our CEO makes compensation recommendations to the Compensation Committee with respect to our NEOs, other than himself, including recommendations for salary adjustments, annual cash incentives and long-term incentive awards for review, feedback, and approval.
Role of the Compensation Consultant
Mercer, the Compensation Committee's independent compensation consultant, reports directly to the Compensation Committee. Mercer's advisory services primarily include:
| ● | Providing expert input on industry trends, as well as executive compensation developments from a broader perspective; |
| ● | Assessing the extent to which our pay levels and practices are competitively aligned with market practice; and |
| ● | Facilitating objective, data-based compensation decisions in succession and annual pay planning processes. |
The Committee retains sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time. The Committee has assessed the independence of the compensation consultant pursuant to the listing standards of the NYSE and
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Compensation Risk Assessment
The Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the Company's compensation policies and practices, in conjunction with the Company's existing processes and controls, do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company.
|
COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with members of management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended |
|
|
THE COMPENSATION COMMITTEE Franklin Montross IV |
|
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COMPENSATION TABLES
2024 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION |
FISCAL YEAR | SALARY ($) | BONUS ($) | SHARE AWARDS ($)(1) |
OPTION AWARDS ($) |
NON EQUITY INCENTIVE PLAN COMPENSATION ($)(2) |
ALL OTHER COMPENSATION ($)(3) |
TOTAL ($) |
CEO and Director |
2024 | 1,133,000 | - | 3,881,200 | - | 2,423,221 | 1,923,597 | 9,361,018 |
| 2023 | 1,144,451 | 1,540,000 | 4,889,402 | - | 1,001,000 | 1,707,617 | 10,282,470 | |
| 2022 | 320,422 | 346,173 | 3,472,002 | 1,530,000 | - | 149,407 | 5,818,004 | |
| James J. McKinney Chief Financial Officer |
2024 | 362,981 | - | 1,278,666 | - | 549,240 | 15,865 | 2,206,752 |
| 2023 | - | - | - | - | - | - | - | |
| 2022 | - | - | - | - | - | - | - | |
Group President |
2024 | 672,000 | - | 1,638,164 | 1,115,400 | 21,200 | 3,446,764 | |
| 2023 | 675,000 | - | 1,989,149 | - | 1,072,500 | 63,895 | 3,800,544 | |
| 2022 | 544,808 | - | 3,168,749 | 1,169,501 | 910,000 | 40,500 | 5,833,558 | |
President & CEO, International |
2024 | 485,499 | - | 833,338 | - | 390,905 | 52,403 | 1,762,145 |
| 2023 | 477,506 | 477,506 | 970,128 | - | 310,379 | 48,347 | 2,283,866 | |
| 2022 | - | - | - | - | - | - | - | |
| Stephen Yendall(6) Former Chief Financial Officer |
2024 | 265,495 | - | 1,010,461 | - | - | 855,080 | 2,131,036 |
| 2023 | 515,932 | 515,932 | 1,224,087 | - | 335,356 | 72,230 | 2,663,537 | |
| 2022 | 83,976 | 236,302 | 631,995 | 436,000 | - | 868 | 1,389,141 |
| (1) | Represents the aggregate grant date fair value computed of RSU and PSU awards granted in accordance with FASB ASC Topic 718, as discussed in Note 18 to our Audited Consolidated Financial Statements included in our Annual Form 10-K for the year ended |
| (2) | Represents the performance-based, annual incentive bonuses paid to each of our NEOs for the 2024 fiscal year. See "Compensation Discussion and Analysis-Elements of our Executive Compensation Program-Annual Cash Incentive Pay." |
| (3) | The following table sets forth the compensation reflected in the "All Other Compensation" column for the fiscal year ended |
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ALL OTHER COMPENSATION
| COMPANY CONTRIBUTIONS TO RETIREMENT PLANS ($)(1) |
REIMBURSED HOUSING EXPENSES ($)(2) |
TAX REIMBURSEMENTS ($)(3) |
OTHER ($)(4) |
TOTAL OTHER COMPENSATION ($) |
|
| 135,960 | 312,000 | 1,301,276 | 174,361 | 1,923,597 | |
| 15,865 | 15,865 | ||||
| 20,700 | - | - | 500 | 21,200 | |
| 52,403 | - | - | - | 52,403 | |
| 19,359 | - | - | 835,721 | 855,080 |
| (1) |
| (2) | Represents for |
| (3) | Represents payment of the employee portion of |
| (4) | Represents for |
| (4) |
| (5) |
| (6) |
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GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024
The following table provides information concerning awards granted to the NEOs in the last fiscal year:
| ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) |
ALL OTHER SHARE AWARDS: |
ALL OTHER OPTIONS AWARDS: NUMBER OF |
EXERCISE OR BASE |
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) |
|||||||
| PLAN | GRANT DATE |
THRESHOLD ($) |
TARGET ($) |
MAXIMUM(5) ($) |
THRESHOLD (#) |
TARGET (#) |
MAXIMUM (#) |
NUMBER OF SHARES OR UNITS(3) (#) |
SECURITIES UNDERLYING OPTIONS (#) |
PRICE OF OPTION AWARDS ($) |
||
| Annual Incentive Plan |
560,560 | 1,601,600 | 2,722,720 | |||||||||
| 2023 Omnibus Incentive Plan |
121,187 | 242,373 | 484,746 | 2,910,900 | ||||||||
| 2023 Omnibus Incentive Plan |
80,791 | 970,300 | ||||||||||
| Annual Incentive Plan |
127,055 | 363,014 | 617,124 | |||||||||
| 2023 Omnibus Incentive Plan |
37,056 | 74,111 | 148,222 | 958,996 | ||||||||
| 2023 Omnibus Incentive Plan |
24,704 | 319,670 | ||||||||||
| David E. Govrin |
Annual Incentive Plan |
236,600 | 676,000 | 1,149,200 | ||||||||
| 2023 Omnibus Incentive Plan |
51,150 | 102,300 | 204,600 | 1,228,623 | ||||||||
| 2023 Omnibus Incentive Plan |
34,100 | 409,541 | ||||||||||
| Annual Incentive Plan |
171,021 | 488,631 | 830,673 | |||||||||
| 2023 Omnibus Incentive Plan |
26,020 | 52,040 | 104,080 | 625,000 | ||||||||
| 2023 Omnibus Incentive Plan |
17,347 | 208,337 | ||||||||||
| Stephen Yendall |
Annual Incentive Plan |
172,713 | 493,465 | 838,891 | ||||||||
| 2023 Omnibus Incentive Plan |
31,551 | 63,101 | 126,202 | 757,843 | ||||||||
| 2023 Omnibus Incentive Plan |
21,034 | 252,618 | ||||||||||
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| (1) | As more fully described in "Compensation Discussion and Analysis-Elements of our Executive Compensation Program-Annual Cash Incentive Pay.", each of the NEOs was eligible to eaa 2024 cash incentive award for fiscal year 2024 pursuant to our STI plan. Upon his departure from the Company, |
| (2) | Represents the potential future payouts of the PSUs granted under the 2023 Omnibus Incentive Plan. For the performance measurement period from |
| (3) | Represents RSUs granted on April 29, 2024, pursuant to the 2023 Omnibus Incentive Plan, which vest in three equal installments beginning on April 14, 2025, subject to continued employment through the vesting dates. The awards vest earlier in connection with a qualifying termination. |
| (4) | See Note (1) to the "2024 Summary Compensation Table" above for further information on the value and other terms of the PSUs granted during fiscal year 2024. |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024
The following table contains information regarding unexercised options and RSUs that were outstanding as of December 31, 2024, and held by the NEOs. All awards granted prior to 2024 were granted under the 2013 Omnibus Incentive Plan, and all awards granted since 2024 have been granted under the 2023 Omnibus Incentive Plan. The market value of the common shares that have not vested is based on the $16.39 per share closing price of the Company's common shares on the NYSE on December 31, 2024.
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| OPTION AWARDS | STOCK AWARDS | ||||||||||
| Grant Date | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE(1) |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) |
OPTION EXERCISE PRICE ($) |
OPTION EXPIRATION DATE |
NUMBER OF SHARES OR UNITS OF SHARES THAT HAVE NOT VESTED (#) |
MARKET VALUE OF SHARES OR UNITS OF SHARES THAT HAVE NOT VESTED ($) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) |
||
| 9/21/2022 | 300,000 | - | - | 6.00 | 9/21/2029 | ||||||
| 9/21/2022 | 300,000 | - | - | 8.00 | 10/28/2029 | ||||||
| 9/21/2022 | 300,000 | - | - | 10.00 | 3/31/2030 | ||||||
| (2) | 12/12/2022 | 101,420 | 1,662,274 | ||||||||
| (2) | 4/18/2023 | 86,233 | 1,413,359 | ||||||||
| (3) | 4/18/2023 | 388,048 | 6,360,107 | ||||||||
| (2) | 4/29/2024 | 80,791 | 1,324,164 | ||||||||
| (3) | 4/29/2024 | 242,373 | 3,972,493 | ||||||||
| (2) | 6/3/2024 | 24,704 | 404,899 | ||||||||
| (4) | 6/3/2024 | 74,111 | 1,214,679 | ||||||||
| 4/14/2021 | 40,923 | ( | - | 10.36 | 4/14/2031 | ||||||
| 4/6/2022 | 71,121 | - | 6.76 | 4/06/2032 | |||||||
| 10/31/2022 | 350,000 | - | - | 6.42 | 10/31/2029 | ||||||
| (5) | 4/6/2022 | 29,506 | 483,603 | ||||||||
| (6) | 11/30/2022 | 38,150 | 625,279 | ||||||||
| (7) | 11/30/2022 | 103,428 | 1,695,185 | ||||||||
| (2) | 4/18/2023 | 35,082 | 574,994 | ||||||||
| (3) | 4/18/2023 | 157,869 | 2,587,473 | ||||||||
| (2) | 4/29/2024 | 34,100 | 558,899 | ||||||||
| (3) | 4/29/2024 | 102,300 | 1,676,697 | ||||||||
| 12/12/2022 | 100,000 | - | - | 5.98 | 12/12/2029 | ||||||
| 12/12/2022 | 100,000 | - | - | 5.98 | 12/12/2029 | ||||||
| (2) | 4/18/2023 | 17,110 | 280,433 | ||||||||
| (3) | 4/18/2023 | 76,994 | 1,261,932 | ||||||||
| (2) | 4/29/2024 | 17,347 | 284,317 | ||||||||
| (3) | 4/29/2024 | 52,040 | 852,936 | ||||||||
|
Stephen Yendall |
|||||||||||
| 10/31/2022 | 100,000 | - | - | 6.42 | 6/08/2027 | ||||||
| 10/31/2022 | 100,000 | - | - | 6.42 | 6/08/2027 | ||||||
| (8) | 4/18/2023 | 10,795 | 176,930 | ||||||||
| (8) | 4/18/2023 | 38,111 | 624,639 | ||||||||
| (8) | 4/29/2024 | 7,011 | 114,910 | ||||||||
| (8) | 4/29/2024 | 2,335 | 38,271 | ||||||||
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| (1) | Represents fully vested stock options to purchase common shares. |
| (2) | Represents RSUs that have vested or will vest in three equal annual installments on the date of grant, subject to the NEO's continued employment through each such vesting date or earlier qualifying termination. |
| (3) | Represents PSUs which were granted on April 18, 2023 and April 29, 2024, respectively, for which the performance conditions have not yet been satisfied. The PSUs shown in this column reflect the target number of shares that can be earned under these awards at the end of a three-year performance period (beginning December 31, 2022, and ending December 31, 2025, and beginning December 31, 2023, and ending December 31, 2026, respectively) based upon compound annual growth rate of the Company's NBVPS during the performance period. Awards, if earned, will be paid out in the Company's common shares in 2026 or 2027 respectively. |
| (4) | Represents PSUs which were granted on June 3, 2024, for which the performance conditions have not yet been satisfied. The PSUs shown in this column reflect the target number of shares that can be earned under this award at the end of the three-year performance period (beginning December 31, 2023, and ending December 31, 2026), based upon compound annual growth rate of the Company's NBVPS during the performance period. Awards, if earned, will be paid out in the Company's common shares in 2027. |
| (5) | Represents RSUs that have vested or will vest in installments on April 6, 2024 (29,507 units), and April 6, 2025 (29,506 units), subject to the NEO's continued employment through each such vesting date or earlier qualifying termination. |
| (6) | Represents RSUs that have vested or will vest in installments on April 6, 2024 (38,149 units), and April 6, 2025 (38,150 units), subject to the NEO's continued employment through each such vesting date or earlier qualifying termination. |
| (7) | Represents RSUs that have vested or will vest in installments on November 30, 2024 (103,428 units) and November 30, 2025 (103,428 units), subject to the NEO's continued employment through each such vesting date or earlier qualifying termination. |
| (8) |
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2024 OPTION EXERCISES AND SHARES VESTED
The following table contains information regarding the vesting of RSUs during 2024 with respect to each of our NEOs. None of the NEOs exercised any stock options during 2024.
| OPTION AWARDS | STOCK AWARDS | |||||||
| NUMBER OF SHARES | VALUE REALIZED ON | NUMBER OF SHARES | VALUE REALIZED ON | |||||
| ACQUIRED ON EXERCISE | EXERCISE | ACQUIRED ON VESTING | VESTING | |||||
| (#) | ($) | (#) | ($)(1) | |||||
| - | - | 144,536 | 2,124,826 | |||||
| - | - | - | - | |||||
| - | - | 259,986 | 3,542,163 | |||||
| - | - | 8,555 | 104,457 | |||||
| - | - | 45,671 | 654,601 | |||||
| (1) | Value realized is calculated by multiplying the number of shares vested by the closing price of the underlying shares on the vesting date. |
2024 Pension Benefits
The Company does not provide any qualified or non-qualified defined benefit pension plans to its NEOs.
2024 Non-qualified Deferred Compensation
None of our NEOs participated in a non-qualified deferred compensation arrangement during 2024.
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2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The information below describes and quantifies the compensation that would become, or in the case of
Employment Agreements and
On May 17, 2023,
1. An annual bonus for the year of termination based on actual performance for the year in which the termination date occurs, pro-rated for the period of employment during such year, and paid at the same time as annual bonuses are paid in the ordinary course of business to similarly-situated executives;
2. A cash severance payment equal to eighteen (18) months of base salary (in the case of
3. Continued medical and life insurance benefits for eighteen (18) months following
Messrs. Egan and Gibbs are subject to certain restrictive covenants, including perpetual confidentiality and nondisparagement, and non-compete and employee and customer non-solicitation covenants during the term of employment and for six (6) months and twelve (12) months, respectively, thereafter.
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In connection with his appointment as Group President and Chief Underwriting Officer of the Company,
1. An annual cash bonus for the year of termination, calculated by applying the business, but not the individual, performance modifier and pro-rated based on the number of full months that
2. A cash severance payment equal to twelve (12) months of
3. Accelerated vesting of all outstanding RSUs and stock options which are unvested as of the termination date, with such stock options remaining outstanding and exercisable through the three year anniversary of his termination date (or, if earlier, the expiration date of those options); provided that any options subject to performance hurdles that must be satisfied to be exercisable may only be exercised if the relevant performance hurdles have been met; and
4. Subsidized COBRA continuation coverage for twelve (12) months at active employee rates (subject to certain limited exceptions).
In the event that
1. Accelerated vesting of all outstanding RSUs and stock options which are unvested as of the termination date, with such stock options remaining outstanding and exercisable through the three year anniversary his termination date (or, if earlier, the expiration date of those options); provided that any stock options subject to performance hurdles that must be satisfied to be exercisable may only be exercised if the relevant performance hurdles have been met; and
2. An annual cash bonus for the year of termination, calculated at target and pro-rated based on the number of full months that
In the event
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In connection with the commencement of his employment as Chief Financial Officer of the Company,
Separation Agreement
In connection with his termination of employment on June 7, 2024,
1. A payment of $709,613 CAD which is equal to one year of base salary;
2. A payment of $94,021 CAD in lieu of contributions to the Defined Benefit Pension Plan in
3. Continued vesting of all outstanding RSUs for 12 months, pro-rated vesting of outstanding PSUs based on the number of days worked in the applicable performance period and actual performance, as measured at the end of the applicable performance period, and all outstanding and exercisable stock options will remain outstanding and exercisable until the three-year anniversary of his termination (or, if earlier, the expiration date of those stock options); and
4. A payment of $16,950 CAD for legal fees.
Furthermore, except for the equity treatment described above, on his termination date
Outstanding Equity Awards
Under the 2013 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan, and applicable award agreements, the NEOs' outstanding equity awards will be treated as follows in connection with certain terminations as described below.
As a result of death or disability:
1. The unvested RSUs (excluding
2. If the termination is prior to the end of the performance period, the unvested PSUs will vest on a pro-rated basis based on target performance.
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3. If the termination is after the end of the performance period, the unvested PSUs will vest based on actual performance.
4.
5.
*
Upon a termination of the NEO's employment by the Company without cause or the resignation by the NEO with good reason in the 90 days prior to a change in control or 24 months following a change in control, subject to the NEO's execution and non-revocation of a release of claims in favor of the Company, within 60 days of the termination, if applicable (as such terms are defined in the 2013 Omnibus Incentive Plan and 2023 Omnibus Incentive Plan):
1. All unvested RSUs will become fully vested on the date of termination (or, in the event of termination prior to a change in control, the change in control).
2. All unvested PSUs will vest on the effective date of the NEO's termination of service (or, in the event of a termination prior to a change in control, the change in control) at the greater of target and actual performance achieved through the end of the fiscal quarter ending immediately prior to the change in control, and any remaining unvested PSUs will be forfeited.
3.
If awards are not assumed in connection with a change in control they will become fully vested upon the change in control, and in the case of stock options fully exercisable.
Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control
| Cash Severance Payment | Value of Acceleration/ | Continuing Welfare | Aggregate | |
| ($)(1) | Lapse of Restrictions on | Insurance Benefit | Payments ($) | |
| Equity Awards ($)(2) | ($)(3) | |||
| 4,139,221 | 1,662,274 | 87,763 | 5,889,258 | |
| - | - | - | - | |
| 1,791,400 | 4,622,855 | 35,349 | 6,449,604 | |
| 879,536 | - | 53,659 | 933,195 | |
| 835,723 | 954,750 | - | 1,790,473 |
| (1) | Reflects cash payments for Messrs. Egan, Gibbs, and Govrin equal to (i) pro-rated annual bonus based on actual performance and (ii) 18 months of base salary ( |
| (2) | Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested equity awards. See "2024 Potential Payment Upon a Termination or a Change in Control - Equity Awards" above for a discussion of the treatment of the equity upon the different terminations. The value of such accelerated vesting or lapse of |
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continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024.
| (3) | Reflects the cost to us of (i) the continued provision of medical and life insurance benefits for 18 months following |
| (4) |
| (5) | Any termination of the employment of Messrs. Egan, Gibbs, or Govrin by the Company for any reason other than "Cause" or by the NEO for any reason other than "Good Reason" requires six months' advance written notice. The Company can elect at any point during the notice period to terminate the NEO's employment immediately, and make a payment in lieu of notice, equal to the base salary the NEO would have been paid had he continued to be employed during the notice period. |
| (6) |
| (7) | As discussed above, |
Potential Payments Upon Death or Disability
| Cash Severance | Value of Acceleration/ | Continuing Welfare | Aggregate | |
| Payment($) | Lapse of Restrictions | Insurance Benefit ($) | Payments ($) | |
| on Equity Awards ($)(1) | ||||
| - | 7,226,513 | - | 7,226,513 | |
| - | 371,159 | - | 371,159 | |
| - | 5,087,953 | - | 5,087,953 | |
| - | 1,125,598 | - | 1,125,598 | |
| (1) | Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested RSU awards, restricted share awards and options in connection with a termination of employment as a result of death or disability as described above. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024. |
| (2) |
| (3) |
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Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)
| Cash Severance Payment($)(2) |
Value of Acceleration/ Lapse of Restrictions on Equity Awards ($)(3) |
Continuing Welfare Insurance Benefit ($)(4) |
Aggregate Payments ($) |
|
| 4,139,221 | 14,732,397 | 87,763 | 18,959,381 | |
| - | 1,619,578 | - | 1,619,578 | |
| 1,791,400 | 8,887,025 | 35,349 | 10,713,774 | |
| 879,536 | 2,679,617 | 53,659 | 3,612,812 |
| (1) | The change in control period begins ninety (90) days prior to such a change in control and ends twenty-four (24) months following such change in control. |
| (2) | Reflects cash payments for Messrs. Egan, Gibbs, and Govrin equal to (i) pro-rated annual bonus based on actual performance and (ii) 18 months of base salary ( |
| (3) | Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested equity awards. See "2024 Potential Payment Upon a Termination or a Change in Control - Equity Awards" above for a discussion of the treatment of the equity upon the different terminations. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024. |
| (4) | Reflects the cost to us of (i) the continued provision of medical and life insurance benefits for 18 months following |
| (5) |
| (6) |
CEO PAY
We believe that our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The following disclosure presents the ratio of total annual compensation for fiscal year 2024 for our CEO to that of the median of the total annual compensation for all other employees (other than our CEO) below.
We identified our median employee, using base salary for fiscal year 2024 of each of our employees (excluding our CEO) employed as of December 31, 2024. This included our full-time, part-time, and seasonal employees. We believe that base salary is a reflective indicator of the total annual compensation of our employee population worldwide. We examined our internal payroll and similar records to determine the base salary paid to our employees, and ranked the base salary of all employees (excluding our CEO) from lowest to highest to determine our median employee. For employees in non-
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Upon identifying the median employee, we calculated total compensation for this individual using the same methodology we use for our NEOs as set forth in the 2024 Summary Compensation Table.
For fiscal year 2024:
| EMPLOYEE | 2024 ANNUAL TOTAL COMPENSATION ($) |
ESTIMATED PAY |
| 9,361,018 | 104:1 | |
| Median employee (excluding CEO) | 90,006 |
Based on this information, for 2024 the reasonable estimated ratio of the annual total compensation of our CEO, to the median employee (excluding our CEO) for fiscal year 2024 was approximately 104:1.
PAY VERSUS PERFORMANCE
The following information depicts the relationship between "compensation actually paid" to our principal executive officers ("PEOs") and, as an average, to our other NEOs ("Non-PEO NEOs"), and certain financial performance measures, in each case, for our five most recently completed fiscal years. For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Compensation Discussion and Analysis" above.
| (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| Value of Initial Fixed $100 Investment Based on: |
||||||||||||
| Year(1) | SCT Total for |
SCT Total for Mr. Malloy ($)(1) |
SCT Total for Mr. Sankaran ($))(1) |
Comp. Actually Paid to Mr. Egan ($)(3) |
Comp. Actually Paid to Mr. Malloy ($)(3) |
Comp. Actually Paid to Mr. Sankaran ($)(3) |
Average SCT Total for Non-PEO NEOs ($)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(3) |
Total Shareholder Retu($)(4) | Comparator Group Total Shareholder Retu($)(4) | Net Income ($MMs)(5) | Core combined ratio(6) |
| 2024 | 9,361,018 | - | - | 20,314,001 | - | - | 2,388,025 | 4,860,794 | 155.80 | 219.19 | 200 | 90.7% |
| 2023 | 10,282,470 | - | - | 16,426,982 | - | - | 2,386,159 | 3,990,654 | 110.27 | 164.40 | 355 | 89.1% |
| 2022 | 5,818,004 | 5,559,656 | 14,025,109 | 6,972,607 | 2,413,083 | 524,638 | 2,764,751 | 1,444,040 | 56.08 | 144.76 | -387 | 101.5% |
| 2021 | - | 4,168,265 | 12,374,251 | - | 3,786,356 | 8,977,855 | 2,794,042 | 2,459,819 | 77.28 | 125.88 | 58 | 99.7% |
| 2020 | - | 3,254,510 | - | - | 1,697,106 | - | 1,758,356 | 1,527,848 | 90.49 | 103.11 | 144 | 110.3% |
| (1) | The following individuals are our PEOs and Non-PEO NEOs for each fiscal year: |
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| YEAR | PEOs | Non-PEO NEOs |
| 2024 | ||
| 2023 | ||
| 2022 | Monica Cramér Manheim, |
|
| 2021 | Monica Cramér Manheim, |
|
| 2020 |
| * |
| (2) | Represents the total compensation reported in the Summary Compensation Table for each PEO and the average of our Non-PEO NEOs, for the applicable fiscal year. |
| (3) | Represents the "compensation actually paid" to each PEO and the average to our Non-PEO NEOs, for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or Non-PEO NEOs, for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and the Non-PEO NEOs' total compensation, for the applicable fiscal year, to determine the compensation actually paid: |
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| 2024 | ||
| Adjustments | Average non-PEO NEOs | |
| Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the SCT for Applicable FY | (3,881,200) | (1,190,157) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 5,296,658 | 1,592,850 |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | - | - |
| Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 9,117,715 | 2,156,662 |
| Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date | 419,810 | 211,219 |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | - | (297,804) |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | - | - |
| TOTAL ADJUSTMENTS |
10,952,983 | 2,472,769 |
| (4) | "TSR" stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones |
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| (5) | The dollar amounts reported represent the net income (loss), as reflected in the Company's audited financial statement for the applicable year. |
| (6) | "Core combined ratio" is a non-GAAP measure and defined in Appendix A: Non-GAAP Financial Measures to this Proxy Statement. |
Financial Performance Measures
The Company considers the following performance measures to have been the most important financial and strategic performance measures in linking "compensation actually paid" to the PEO and other Non-PEO NEOs for fiscal year 2024:
| ● | Core combined ratio; |
| ● | Tangible NBVPS compound annualized growth rate; and |
| ● | Cost base reduction |
Analysis of the Information Presented in the Pay Versus Performance Table
The line graphs below compare the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative TSR, (ii) Peer Group TSR, (iii) our Net Income, and (iv) our Core Combined Ratio, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
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Equity Compensation Plan
The following table presents information concerning the securities authorized for issuance pursuant to our equity compensation plans as of December 31, 2024:
| NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (#)(1) | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ($)(2) | NUMBER OF SECURITIES AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN 1 (#)(3) | |
| Equity compensation plans approved by shareholders | 9,237,596 | 7.36 | 11,666,401 |
| Equity compensation plans not approved by shareholders | 0 | N/A | 0 |
| Total | 9,237,596(4) | 7.36 | 11,666,401 |
(1) Represents the number of shares associated with options outstanding as of December 31, 2024.
(2) Represents the weighted average exercise price of options disclosed.
(3) Represents the number of shares remaining available for issuance with respect to future awards under our Omnibus Equity Incentive Plan.
(4) Includes the maximum number of shares that can be earned pursuant to outstanding PSU awards, and this number overstates expected dilution.
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| AUDIT MATTERS |
| PROPOSAL 3 | APPOINTMENT OF INDEPENDENT AUDITOR & TO DETERMINE THE INDEPENDENT AUDITOR'S REMUNERATION |
| TO APPOINT PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITOR TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2026, AND TO AUTHORIZE OUR BOARD, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR'S REMUNERATION | |
The Board proposes and recommends that the shareholders appoint the firm of
PwC has served as our independent auditor since February 26, 2021. A representative of PwC will attend the Annual General Meeting virtually and will have an opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions. Shareholders at the Annual General Meeting will also be asked to vote to authorize our Board, acting by the Audit Committee, to determine the independent auditor's remuneration.
If a quorum is present at the Annual General Meeting, the appointment of PwC at the Annual General Meeting will be decided by a majority of votes cast. For further information, see the answers to the questions "What is the quorum requirement for the Annual General Meeting?" and "What is the voting requirement to approve each of the proposals?"
| THE AUDIT COMMITTEE AND THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITOR TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2026, AND TO AUTHORIZE OUR BOARD, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR'S REMUNERATION. |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The table below sets forth the aggregate fees charged to the Company by PwC in 2024 and 2023 for audit services rendered in connection with the audit of our consolidated financial statements and reports for 2024 and 2023 and for other services rendered during 2024 and 2023 to the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services.
INDEPENDENT AUDITOR FEES
| FEE CATEGORY | FY 2024 ($) |
FY 2023 ($) |
| Audit fees | 8,782,051 | 6,716,879 |
| Audit-related fees | 260,500 | 127,000 |
| Tax fees | 28,353 | 46,299 |
| All other fees | 9,650 | 12,000 |
| Total fees | 9,080,554 | 6,902,178 |
AUDIT FEES: Includes the aggregate fees billed by PwC for professional services and expenses rendered for the audit of the Company's consolidated financial statements and internal control over financial reporting in 2024 and 2023, as well as subsidiary and statutory audits.
AUDIT-RELATED FEES:Fees billed by PwC include services rendered in connection with other
TAX FEES: Includes fees billed by PwC for tax-related services in conjunction with our ongoing business operations and transaction tax advisory services.
ALL OTHER FEES: Includes fees billed by PwC for access to their resource tools for accounting and auditing standards.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
The Audit Committee has adopted a policy requiring the Audit Committee to pre-approve all audit and, subject to the de minimis exception of Section 10A(i) of the Exchange Act and the
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| REPORT OF THE AUDIT COMMITTEE | ||
|
The charter of the Audit Committee provides that the Audit Committee is responsible for the recommendation to the shareholders of the appointment, retention, termination and oversight of the work of our independent auditor, for the purpose of preparing or issuing an audit report. The Audit Committee oversees the Company's financial reporting process on behalf of the Board. Each of the members of the Audit Committee qualified as an "independent" director as defined under Section 303A.02(a)(ii) of the NYSE rules and Rule 10A-3 of the Exchange Act. All of the members of the Audit Committee are financially literate and two members of the Audit Committee are audit committee financial experts, as defined under the |
The Audit Committee reviewed and discussed with PwC the matters that are required to be discussed pursuant to the applicable requirements of the ● their judgments as to the quality, not just the acceptability, of our accounting principles, ● the reasonableness of significant judgments, ● all critical accounting policies and practices to be used, ● material alternative accounting treatments within generally accepted accounting principles discussed with management, ● the determination of audit tenure, ● critical audit matters that arose during the current period audit, and ● other material written communications between PwC and management. As part of that review, the Audit Committee has received the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC's communications with the Audit Committee concerning independence, and the Audit Committee has discussed PwC's independence from the Company with PwC. The Audit Committee also has considered whether PwC's provision of non-audit services to the Company is compatible with the auditor's independence. The Audit Committee has concluded that PwC is independent from the Company and its management. In addition to the oversight over the financial reporting process, the Audit Committee also has the sole authority to appoint, retain and oversee the Company's Chief Actuary. The Audit Committee met in 2024 with the Chief Financial Officer, the Chief Actuary, the Chief Legal Officer, representatives of PwC, and the Company's Chief Audit Officer, in regular and executive sessions to discuss the results of their respective examinations, their evaluations of the design and operating effectiveness of the Company's internal control over financial reporting, and the overall quality of the Company's financial reporting and compliance programs. |
|
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| REPORT OF THE AUDIT COMMITTEE (CONTINUED) | ||
|
The Audit Committee annually reviews the performance and independence of PwC in deciding whether to retain the audit firm or engage a different independent registered public accounting firm and whether the independent registered public accounting firm should be rotated. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the |
||
|
THE AUDIT COMMITTEE
|
||
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information regarding the beneficial ownership of
| ● | each person who is the beneficial owner of more than 5% of the Company's common shares and Series A preference shares; |
| ● | each person who is an NEO or director; and |
| ● | all executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the
Percentage of total voting power represents voting power with respect to all shares of
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| NAME AND ADDRESS | COMMON SHARES | SERIES A PREFERENCE SHARES |
SERIES B PREFERENCE SHARES |
% OF TOTAL VOTING POWER |
|||
| NUMBER OF SHARES |
PERCENTAGE OF CLASS |
NUMBER OF SHARES |
PERCENTAGE OF CLASS |
NUMBER OF SHARES |
PERCENTAGE OF CLASS |
||
| 5% SHAREHOLDERS | |||||||
50 Hudson Yards |
11,284,200 | 9.73% | - | - | - | - | 9.73% |
| Daniel S. Loeb(2) c/o 55 Hudson Yards |
11,068,662 | 9.54% | - | - | 34,796 | 0.44% | 9.54% |
c/o Company LLP 280 Congress Street |
10,694,214 | 9.22% | - | - | - | - | 9.22% |
| The Vanguard Group Inc.(4) 100 Vanguard Boulevard |
10,521,242 | 9.07% | - | - | - | - | 9.07% |
| Capital Research Global Investors(6) 333 South |
8,350,000 | 7.20% | - | - | - | - | 7.20% |
152 West 57th Street 29th Floor |
7,887,887 | 6.80% | - | - | - | - | 6.80% |
| DIRECTORS AND NAMED EXECUTIVE OFFICERS |
|||||||
| 10,528 | 0.01% | - | - | - | - | 0.01% | |
| 157,578 | 0.14% | - | - | - | - | 0.14% | |
| Daniel S. Loeb(10) | 11,068,662 | 9.54% | - | - | 34,796 | 0.44% | 9.54% |
| 147,334 | 0.13% | - | - | - | - | 0.13% | |
| 110,199 | 0.09% | - | - | - | - | 0.09% | |
| 61,339 | 0.05% | - | - | - | - | 0.05% | |
| Franklin Montross IV(9)* | 95,823 | 0.08% | - | - | - | - | 0.08% |
| 83,944 | 0.07% | - | - | - | - | 0.07% | |
| 18,596 | 0.02% | - | - | - | - | 0.02% | |
| 818,095 | 0.70% | - | - | - | - | 0.70% | |
| 87,799 | 0.08% | - | - | - | - | 0.08% | |
| 767,953 | 0.66% | - | - | - | - | 0.66% | |
| 24,704 | 0.02% | - | - | - | - | 0.02% | |
| 127,546 | 0.11% | - | - | - | - | 0.11% | |
| All Directors and Executive Officers as a group (14 persons)(10) | 13,580,100 | 11.70% | 34,796 | 0.44% | 11.70% | ||
| * | Represents beneficial ownership of less than 1%. |
| (1) | Based on Amendment No. 4 to Schedule 13G/A filed on March 7, 2025, by |
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| (2) | Based on Amendment No. 5 to Schedule 13D filed on February 28, 2025, by Daniel S. Loeb, which states that as of February 27, 2025, the 2010 Loeb Family Trust owns 235,127 common shares, Third Point Advisors LLC owns 1,000,000 common shares, Third Point Opportunities Master Fund L.P owns 6,303,842, the 2011 Loeb Family GST Trust owns 1,889,039 common shares, and |
| (3) | Based on Amendment No. 1 to Schedule 13G/A filed on February 10, 2025, by |
| (4) | Based on Amendment No. 6 to Schedule 13G filed on February 13, 2024, by The Vanguard Group ("Vanguard"), which states that as of December 29, 2023, Vanguard has shared voting power over 129,927 shares, sole dispositive power over 10,296,417 shares, and shared dispositive power over 224,825 shares. |
| (5) | Based on Schedule 13G filed on February 14, 2025, by |
| (6) | Based on Amendment No. 2 to Schedule 13G filed on February 9, 2024, by Capital Research Global Investors, which states that as of December 29, 2023, Capital Research Global Investors has sole voting power and sole dispositive power over 8,350,000 shares. |
| (7) | Includes (i) 300,000 vested options to purchase common shares, (ii) 300,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company's common stock on the NYSE reaches $8.00 and (iii) 300,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company's common stock on the NYSE reaches $10.00. |
| (8) | Includes 350,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company's common stock on the NYSE reaches $8.00. |
| (9) | Includes beneficial ownership of shares underlying RSUs and restricted share awards RSAs that vest within 60 days after March 14, 2025. |
| (10) | Consists of (i) 13,301,214 common shares, (ii) 71,121 options to purchase common shares that become exercisable with 60 days after March 14, 2025, and (iii) 198,754 RSUs that vest within 60 days after March 15, 2025 that are held by such executive officers and directors as a group. |
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| Shares underlying RSUs and RSAs that vest within 60 days after March 14, 2025 | ||||
| RSUs | Options | RSAs | Total | |
| Franklin Montross IV | - | - | - | - |
| - | - | 8,971 | 8,971 | |
| - | - | - | - | |
| - | - | - | - | |
| 70,047 | - | 70,047 | ||
| - | - | - | - | |
| - | - | - | - | |
| - | - | - | - | |
| - | - | - | - | |
| 17,806 | - | - | 17,806 | |
| 96,564 | 71,121 | - | 167,685 | |
| 14,337 | - | - | 14,337 | |
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, officers and persons who own more than 10% of the issued and outstanding shares of the Company's common shares to file reports of initial ownership of common shares and other equity securities and subsequent changes in that ownership with the
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
GENERAL INFORMATION
This proxy statement is furnished to shareholders of
| WHEN | VIRTUAL WEBCAST | RECORD DATE | |||||
| Tuesday, May 20, 2025 | Via live audio webcast at | April 3, 2025 | |||||
| 10:00 a.m., Atlantic Daylight | https://meetnow.global/MPKXMPR | ||||||
| Time | |||||||
| DATE OF DISTRIBUTION |
This proxy statement and the accompanying proxy card are first being sent to shareholders on or about April 9, 2025.
In order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year's annual general meeting will be conducted virtually via live audio webcast.
QUESTIONS AND ANSWERS
| WHY AM I RECEIVING THESE MATERIALS? | |
| We are providing these proxy materials to you in connection with the solicitation by the Company's Board of proxies to be voted at the Company's Annual General Meeting and at any adjournments or postponements thereof. Because you were a shareholder of the Company as of the close of business on the record date, our Board has made this proxy statement and proxy card available to you on the Internet, in addition to delivering printed versions of this proxy statement and proxy card to certain shareholders by mail. | |
| This proxy statement provides notice of the Annual General Meeting, describes the proposals presented for shareholder action and includes information required to be disclosed to shareholders. You do not need to attend the virtual Annual General Meeting to vote your shares and may vote your shares in advance of the meeting, described under the heading "How can I vote my shares without attending the Annual General Meeting?" below. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| HOW DO I GET ELECTRONIC ACCESS TO THE PROXY MATERIALS? | |
| The Company's notice of the 2025 Annual General Meeting, proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.edocumentview.com/SPNT. To receive documents electronically in the future, if you are a shareholder of record, you may elect to receive future annual reports or proxy statements electronically by visiting www-us.computershare.com/Investor and log in to sign up, or while voting via the Internet click the box to give your consent. If you hold your shares in street name, you should contact your broker, bank or other nominee for information regarding electronic delivery of proxy materials. | |
| An election to receive proxy materials electronically will remain in effect for all future annual general meetings until revoked. Shareholders requesting electronic delivery may incur costs, such as telephone and Internet access charges, that must be borne by the shareholder. | |
| WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL GENERAL MEETING AND WHAT ARE THE BOARD'S RECOMMENDATIONS? | |
| There are three proposals scheduled to be voted on at the Annual General Meeting: |
| PROPOSALS | BOARD RECOMMENDATIONS | FOR MORE INFORMATION, SEE PAGE |
|||||||
| 1 | To elect two Class III directors to serve for a term expiring in 2028, or until their office shall otherwise be vacated pursuant to our Bye-Laws: | FOReach nominee | 9 | ||||||
| ● | |||||||||
| ● | |||||||||
| 2 |
To approve, by a non-binding advisory vote, the executive compensation payable to the Company's named executive officers |
FOR | 53 | ||||||
| 3 | To approve: | FOR | 125 | ||||||
| (i) | the appointment of Pricewaterhouse Coopers LLP ("PwC"), an independent registered public accounting firm, as our independent auditor, to serve until the Annual General Meeting to be held in 2026; and | ||||||||
| (ii) | the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC's remuneration | ||||||||
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| HOW DO I ATTEND THE VIRTUAL ANNUAL GENERAL MEETING? |
| If you are a registered shareholder (i.e., you hold your shares through our transfer agent, |
| If you hold your shares through an intermediary, such as a bank or broker, and want to attend the Annual General Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options: |
| 1 | You can register in advance to attend the Annual General Meeting virtually on the Internet. To register to attend the Annual General Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your |
|
You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: |
|
BY EMAIL Forward the email from your broker, legalproxy@computershare.com |
BY MAIL P.O. Box 43001 |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| 2 | You can register at the virtual meeting to be able to fully participate using the control number received with your voting instruction form. Online registration for the Annual General Meeting will enable you to attend, ask questions and vote. We expect that the vast majority of beneficial owners will be able to fully participate using this option. Please note, however, that this option is intended to be provided as a convenience to beneficial owners only, and there is no guarantee this option will be available for every type of beneficial owner voting control number. The inability to provide this option to any or all beneficial owners shall in no way impact the validity of the Annual General Meeting. Beneficial owners may choose to register in advance of the Annual General Meeting using option (1) above, if you prefer to use the traditional, legal proxy option. |
| In any event, please go to https://meetnow.global/MPKXMPR for more information on the available options and registration instructions. |
| The meeting will begin promptly at 10:00 a.m., Atlantic Daylight Time (9:00 a.m. EDT). We encourage you to access the meeting prior to the start time. Online access will open at 9:45 a.m., Atlantic Daylight Time (8:45 a.m. EDT), and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. |
| The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Shareholders should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. Contact information on the meeting login page will provide further technical assistance during the meeting, should you need it, or you may call 1-888-724-2416. |
| WHO IS ENTITLED TO VOTE? |
| All shares, including any Series A Preference Shares, par value $0.10 per share (the "Series A Preference Shares"), which vote together with the common shares as a single class with respect to all matters, owned by you as of the record date, may be voted by you, subject to certain restrictions on "controlled shares" described under the heading, "Will I be entitled to vote all of my shares at the Annual General Meeting?" below. |
| You may cast one vote per common share that you held on the record date and one vote per common share underlying each Series A Preference Share that you held on the record date. |
| These shares include shares that are: |
| ● | held directly in your name as the shareholder of record; and |
| ● | held for you as the beneficial owner through a broker, bank or other nominee. |
| Holders of warrants are not entitled to vote at the Annual General Meeting unless those warrants have been exercised and converted into shares as of the record date. |
| On the record date, the Company had approximately 116,020,526 common shares outstanding, including 9,766,639 restricted shares, and 10,031 Series A Preference Shares outstanding, which are convertible into approximately 10,031 common shares. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| WILL I BE ENTITLED TO VOTE ALL OF MY SHARES AT THE ANNUAL GENERAL MEETING? |
| If your shares are treated as "controlled shares" (as determined pursuant to sections 957 and 958 of the Internal Revenue Code of 1986, as amended (the "Code")) of any |
| If the investor affiliated group beneficially own common shares or any other authorized shares which would cause the investor affiliated group to be treated as the beneficial owner of votes in excess of 9.5% of the votes conferred by all of the issued and outstanding shares of the Company with respect to any matter at a general shareholder meeting, then such votes will be reduced by whatever amount is necessary so that after such reduction and giving effect to the reallocation of voting power to other holders of common shares, the votes conferred by the common shares or any other authorized shares that are beneficially owned by the investor affiliated group are equal to, and not less than, 9.5% of the total outstanding vote of such shares with respect to such matter. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER? |
| Many of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. |
| SHAREHOLDER OF RECORD.If your shares are registered directly in your name with the Company's transfer agent, |
| BENEFICIAL OWNER.If your shares are held in an account at a broker, bank or other nominee, like many of our shareholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares, and you are also invited to attend the Annual General Meeting and vote virtually. |
| If you do not wish to vote during the Annual General Meeting or you will not be attending the Annual General Meeting, you may vote by proxy. This is done by completing, signing and returning your voting instruction card or voting over the Internet or by telephone, as described below under the heading "How can I vote my shares without attending the Annual General Meeting?" |
| HOW CAN I VOTE MY SHARES AND ASK QUESTIONS VIRTUALLY AT THE ANNUAL GENERAL MEETING? |
| SHAREHOLDER OF RECORD.Shares held directly in your name as the shareholder of record may be voted virtually at the Annual General Meeting. Shareholders may vote or ask questions during the virtual Annual General Meeting by visitinghttps://meetnow.global/MPKXMPRand logging in using the 15-digit control number on the proxy card or on the instructions that accompanied your proxy materials. To vote your shares, click on the Vote tab or to ask questions click on the Q&A tab located on the meeting site. We encourage you to vote in advance of the Annual General Meeting to ensure your shares are represented and counted. |
| BENEFICIAL OWNER.Pursuant to the instructions described above under the heading "How do I attend the virtual Annual General Meeting?", if you are a beneficial owner and want to attend the Annual General Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options: (a) you can register in advance by submitting your legal proxy to |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL GENERAL MEETING? |
| Whether you hold your shares directly as the shareholder of record or beneficially own your shares in street name, you may direct your vote without attending the virtual Annual General Meeting by voting in one of the following manners: |
| INTERNET | TELEPHONE | MOBILE DEVICE | |||
|
REGISTERED HOLDERS (your shares are held directly with our transfer agent, |
envisionreports.com/ SPNT 24/7 |
Within the United States and Canada, 1-800-652-VOTE (8683) (toll-free, 24/7) |
Scan the QR code |
Complete and sign your proxy card or voting instruction form and mail it using the enclosed, prepaid envelope. |
|
|
BENEFICIAL OWNERS (holders in street name) |
www.proxyvote.com 24/7 |
Within the United States and Canada, 1-800-454-8683 (toll-free, 24/7) |
Scan the QR code |
Retua properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available |
| If you hold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or other nominee or you may vote during the virtual Annual General Meeting. Please refer to the registration instructions provided above for beneficial owners. |
| If you vote over the Internet or by telephone, you do not need to retuyour proxy card or voting instruction form. Internet and telephone voting for shareholders will be available 24 hours a day, until the voting polls close at the virtual Annual General Meeting. If you do not attend the meeting but your vote is submitted by telephone or Internet after 10:00 a.m., Atlantic Daylight Time (9:00 a.m. EDT), on May 20, 2025, your vote will be cast as if you were personally present at the meeting. |
| WHAT IS THE QUORUM REQUIREMENT FOR THE ANNUAL GENERAL MEETING? |
| A quorum is necessary to hold a valid annual general meeting. At the Annual General Meeting, two or more persons present virtually throughout the meeting and representing virtually or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business. Abstentions votes withheld and broker non-votes are counted as present for determining whether a quorum exists. A broker non-vote occurs when an intermediary holding shares for a beneficial owner does not vote on a particular proposal because the intermediary does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? |
| SHAREHOLDER OF RECORD.If you are a shareholder of record and you submit a signed proxy card or submit your proxy by telephone or the Internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendation of the Board on all matters presented in this proxy statement. With respect to any other matters properly presented for a vote at the Annual General Meeting, the proxy holders will vote your shares in accordance with their best judgment. |
| BENEFICIAL OWNER.If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of the NYSE, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote." Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered entitled to vote, they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated. |
| WHAT PROPOSALS ARE CONSIDERED "ROUTINE" OR "NON-ROUTINE"? |
| The approval of the appointment of PwC as the Company's independent registered certified public accounting firm, to serve until the annual general meeting to be held in 2026 and the authorization of the Board, acting by the Audit Committee, to determine the independent auditor's remuneration (Proposal 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 3. The election of directors and the advisory vote on compensation of the Company's NEOs (Proposals 1 and 2) are matters considered non-routine under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 2, which will have no effect on such proposals. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS? |
| Two Class III directors have been nominated for election at the Annual General Meeting to hold office until the 2028 annual general meeting or until their office shall otherwise be vacated pursuant to our Bye-laws (Proposal 1). Each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the two nominees who receive the largest number of "FOR" votes cast will be elected as directors. Votes that are "withheld" will have no impact on the voting results of the election of directors, because directors are elected by plurality voting. Shareholders cannot cumulate votes in the election of directors. Broker non-votes will have no effect on Proposal 1. |
| In accordance with |
| PROPOSALS | TYPE OF VOTE |
VOTING REQUIREMENT |
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES |
|||||||
| 1 | Election of two Class III director nominees for election to a 3-year term, expiring in 2028, or until their office shall otherwise be vacated pursuant to our Bye-Laws. | Non-routine | Plurality of the votes cast | Voting options will be "for" or "withhold" with regard to each director. Broker non-votes will have no effect. | ||||||
| 2 | Approval, by a non-binding advisory vote, of the executive compensation payable to the Company's named executive officers. | Non-routine | Majority of the votes cast | Abstentions have the same effect as negative votes. Broker non-votes will have no effect. | ||||||
| 3 |
Approval of: (i) the appointment of PwC as our independent auditor, to serve until the Annual General Meeting to be held in 2026; and (ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC's remuneration. |
Routine | Majority of the votes cast |
Abstentions have the same effect as negative votes. Because brokers will have discretionary authority to vote on this proposal, we do not expect there be any broker |
||||||
| WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION FORM? |
| It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction forms you receive. |
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| WHO WILL COUNT THE VOTES? |
| A representative of |
| CAN I REVOKE MY PROXY OR CHANGE MY VOTE? |
| Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual General Meeting by: |
| ● | providing written notice to the Secretary of the Company; |
| ● | delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or |
| ● | attending the virtual Annual General Meeting and voting during the meeting. |
| Please note that your attendance at the virtual Annual General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If your shares are held in street name you may change your vote by submitting new voting instructions to your broker or voting during the Annual General Meeting. |
| WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL GENERAL MEETING? |
| The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of its common shares and Series A Preference Shares for their expenses in forwarding solicitation material to such beneficial owners. The Company has retained Georgeson LLC to assist in the solicitation of proxies for $11,000 plus reasonable expenses. |
| To contact Georgeson LLC, please see below: |
| ADDRESS | SHAREHOLDERS, BANKS AND BROKERS | |||||
|
Georgeson LLC 1290 Avenue of the |
Call toll-free Outside the |
(888) 815-3885 (781)-222-3780 |
||||
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| INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING |
| HOW CAN I OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K? |
| The Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the |
|
BY MAIL.
|
BY EMAIL. investor.relations@siriuspt.com |
| The Company's 2024 Annual Report to Shareholders, which includes such Form 10-K, accompanies this proxy statement. |
| WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL GENERAL MEETING? |
| The Company will announce preliminary voting results at the Annual General Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual General Meeting. |
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| ADDITIONAL INFORMATION |
HOUSEHOLDING OF PROXY MATERIALS
The
This year, a number of brokers with account holders who are
|
Attention: Secretary |
|
| 1 (441) 542-3300 |
Shareholders who currently receive multiple copies of the annual general meeting materials at their addresses and would like to request "householding" of their communications should contact their brokers.
SUBMITTING PROXY PROPOSALS AND DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL GENERAL MEETING
In order to submit shareholder proposals for the 2026 annual general meeting of shareholders for inclusion in the Company's proxy statement pursuant to SEC Rule 14a-8, materials must be received by the Secretary at the Company's principal office at that time, currently at Point Building, 3 Waterloo Lane, Pembroke HM 08,
The proposals must comply with all of the requirements of SEC Rule 14a-8.
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| ADDITIONAL INFORMATION |
Proposals should be addressed to:
|
Attention: Secretary |
The Company's Bye-laws establish an advance notice procedure for shareholders to make nominations of candidates for election as directors or to bring other business before an annual general meeting of shareholders. The Bye-laws provide that any shareholder wishing to nominate persons for election as directors at, or bring other business before, an annual general meeting must deliver to the Secretary a written notice of the shareholder's intention to do so. To be timely, the shareholder's notice for the nomination of persons for election to the Board must be delivered to, or mailed and received by, the Secretary not less than 70 days nor more than 120 days before the anniversary date of the preceding annual general meeting, except that if the annual general meeting is set for a date that is not within 30 days before or after such anniversary date, the Company must receive the notice not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual general meeting was mailed or such public disclosure of the date of the annual general meeting was made, whichever first occurs. To be timely, the shareholder's notice bringing other business must be delivered to, or mailed and received by, the Secretary not less than 90 days nor more than 120 days before the anniversary date of the preceding annual general meeting, except that if the annual general meeting is set for a date that is not within 30 days before or after such anniversary date, the Company must receive the notice received not later than 10 days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which initial public disclosure of the date of the annual general meeting was made. As a result, any notice given by or on behalf of a shareholder for the nomination of persons for election to the Board pursuant to these provisions of the Company's Bye-laws (and not pursuant to SEC Rule 14a-8) must be received no earlier than January 20, 2026, and no later than March 11, 2026. Any notice given by or on behalf of a shareholder bringing other business pursuant to these provisions of the Company's Bye-laws (and not pursuant to SEC Rule 14a-8) must be received no earlier than January 20, 2026, and no later than February 19, 2026. All director nominations and shareholder proposals must comply with the requirements of the Company's Bye-laws, a copy of which can be obtained at no cost from the Secretary.
In addition to satisfying the foregoing requirements under the Company's Bye-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 21, 2026.
Other than the proposals described in this proxy statement, the Company does not expect any matters to be presented for a vote at the Annual General Meeting. If you grant a proxy, the persons named as proxy holders on the proxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual General Meeting. If for any unforeseen reason, any one or more of the Company's nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
The Chair of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person(s) not made in compliance with the foregoing procedures.
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| ADDITIONAL INFORMATION |
Website References
This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement or any of the Company's other
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OTHER MATTERS
Neither the Board nor management intend to bring before the Annual General Meeting any business other than the matters referred to in the Notice of Annual General Meeting of Shareholders and this proxy statement. If any other business should come properly before the Annual General Meeting, or any adjournment thereof, the proxy holders will vote on such matters at their discretion.
| By Order of the Board of Directors, | ||
| /s/ |
||
| Chief Legal Officer & Secretary | ||
| April 9, 2025 | ||
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APPENDIX A NON-GAAP MEASURES
Non-GAAP Financial Measures and Other Financial Metrics
In presenting
Core Results
Collectively, the sum of the Company's two segments, Reinsurance and Insurance & Services, constitute "Core" results. Core underwriting income, Core net services income, Core income and Core combined ratio are non-GAAP financial measures. We believe it is useful to review Core results as it better reflects how management views the business and reflects our decision to exit the runoff business. The sum of Core results and Corporate results are equal to the consolidated results of operations.
Core underwriting income - calculated by subtracting loss and loss adjustment expenses incurred, net, acquisition costs, net, and other underwriting expenses from net premiums earned.
Core net services income - consists of services revenues which include commissions, brokerage and fee income related to consolidated MGAs, and other revenues, and services expenses which include direct expenses related to consolidated MGAs, services noncontrolling income which represent minority ownership interests in consolidated MGAs. Net services income is a key indicator of the profitability of the Company's services provided.
Core income - consists of two components, core underwriting income and core net services income. Core income is a key measure of our segment performance.
Core combined ratio - calculated by dividing the sum of Core loss and loss adjustment expenses incurred, net, acquisition costs, net and other underwriting expenses by Core net premiums earned. Accident year loss ratio and accident year combined ratio are calculated by excluding prior year loss reserve development to present the impact of current accident year net loss and loss adjustment expenses on the Core loss ratio and Core combined ratio, respectively. Attritional loss ratio excludes catastrophe losses from the accident year loss ratio as they are not predictable as to timing and amount. These ratios are useful indicators of our underwriting profitability.
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The following is a summary of the Company's operating segment results for the years ended December 31, 2024 and 2023:
| 2024 | ||||||||||||||||||||||||||||
| Reinsurance | Insurance & Services | Core |
Eliminations (2) |
Corporate |
Segment Measure Reclass |
Total | ||||||||||||||||||||||
| Gross premiums written | $ | 1,335.6 | $ | 1,840.8 | $ | 3,176.4 | $ | - | $ | 68.2 | $ | - | $ | 3,244.6 | ||||||||||||||
| Net premiums written | 1,104.7 | 1,236.2 | 2,340.9 | - | 11.2 | - | 2,352.1 | |||||||||||||||||||||
| Net premiums earned | 1,045.1 | 1,154.0 | 2,199.1 | - | 144.4 | - | 2,343.5 | |||||||||||||||||||||
| Loss and loss adjustment expenses incurred, net | 554.3 | 714.1 | 1,268.4 | (5.5 | ) | 105.6 | - | 1,368.5 | ||||||||||||||||||||
| Acquisition costs, net | 279.9 | 284.7 | 564.6 | (121.4 | ) | 73.7 | - | 516.9 | ||||||||||||||||||||
| Other underwriting expenses | 86.1 | 80.0 | 166.1 | - | 15.6 | - | 181.7 | |||||||||||||||||||||
| Underwriting income (loss) | 124.8 | 75.2 | 200.0 | 126.9 | (50.5 | ) | - | 276.4 | ||||||||||||||||||||
| Services revenues | - | 222.9 | 222.9 | (132.8 | ) | - | (90.1 | ) | - | |||||||||||||||||||
| Services expenses | - | 176.2 | 176.2 | - | - | (176.2 | ) | - | ||||||||||||||||||||
| Net services fee income | - | 46.7 | 46.7 | (132.8 | ) | - | 86.1 | - | ||||||||||||||||||||
| Services noncontrolling income | - | (2.1 | ) | (2.1 | ) | - | - | 2.1 | - | |||||||||||||||||||
| Net services income | - | 44.6 | 44.6 | (132.8 | ) | - | 88.2 | - | ||||||||||||||||||||
| Segment income (loss) | 124.8 | 119.8 | 244.6 | (5.9 | ) | (50.5 | ) | 88.2 | 276.4 | |||||||||||||||||||
| Net investment income | 303.6 | - | 303.6 | |||||||||||||||||||||||||
| Net realized and unrealized investment losses | (88.7 | ) | - | (88.7 | ) | |||||||||||||||||||||||
| Net realized and unrealized investment gains from related party investment funds | 9.7 | - | 9.7 | |||||||||||||||||||||||||
| Other revenues | 94.1 | 90.1 | 184.2 | |||||||||||||||||||||||||
| Loss on settlement and change in fair value of liability-classified capital instruments | (148.5 | ) | - | (148.5 | ) | |||||||||||||||||||||||
| Net corporate and other expenses | (55.9 | ) | (176.2 | ) | (232.1 | ) | ||||||||||||||||||||||
| Intangible asset amortization | (11.9 | ) | - | (11.9 | ) | |||||||||||||||||||||||
| Interest expense | (69.6 | ) | - | (69.6 | ) | |||||||||||||||||||||||
| Foreign exchange gains | 10.0 | - | 10.0 | |||||||||||||||||||||||||
| Income (loss) before income tax expense | $ | 124.8 | $ | 119.8 | 244.6 | (5.9 | ) | (7.7 | ) | 2.1 | 233.1 | |||||||||||||||||
| Income tax expense | - | - | (30.7 | ) | - | (30.7 | ) | |||||||||||||||||||||
| Net income (loss) | 244.6 | (5.9 | ) | (38.4 | ) | 2.1 | 202.4 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | - | - | (0.4 | ) | (2.1 | ) | (2.5 | ) | ||||||||||||||||||||
| Net income (loss) available to |
$ | 244.6 | $ | (5.9 | ) | $ | (38.8 | ) | $ | - | $ | 199.9 | ||||||||||||||||
| Attritional losses | $ | 579.8 | $ | 734.5 | $ | 1,314.3 | $ | (5.5 | ) | $ | 112.8 | $ | - | $ | 1,421.6 | |||||||||||||
| Catastrophe losses | 49.5 | 5.3 | 54.8 | - | - | - | 54.8 | |||||||||||||||||||||
| Prior year loss reserve development | (75.0 | ) | (25.7 | ) | (100.7 | ) | - | (7.2 | ) | - | (107.9 | ) | ||||||||||||||||
| Loss and loss adjustment expenses incurred, net | $ | 554.3 | $ | 714.1 | $ | 1,268.4 | $ | (5.5 | ) | $ | 105.6 | $ | - | $ | 1,368.5 | |||||||||||||
| Underwriting Ratios:(1) | ||||||||||||||||||||||||||||
| Attritional loss ratio | 55.5 | % | 63.6 | % | 59.8 | % | 60.7 | % | ||||||||||||||||||||
| Catastrophe loss ratio | 4.7 | % | 0.5 | % | 2.5 | % | 2.3 | % | ||||||||||||||||||||
| Prior year loss development ratio | (7.2 | )% | (2.2 | )% | (4.6 | )% | (4.6 | )% | ||||||||||||||||||||
| Loss ratio | 53.0 | % | 61.9 | % | 57.7 | % | 58.4 | % | ||||||||||||||||||||
| Acquisition cost ratio | 26.8 | % | 24.7 | % | 25.7 | % | 22.1 | % | ||||||||||||||||||||
| Other underwriting expenses ratio | 8.2 | % | 6.9 | % | 7.6 | % | 7.8 | % | ||||||||||||||||||||
| Combined ratio | 88.0 | % | 93.5 | % | 91.0 | % | 88.3 | % | ||||||||||||||||||||
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| (1) | Underwriting ratios are calculated by dividing the related expense by net premiums earned. |
| (2) | Insurance and Services MGAs recognize fees for service using revenue from contracts with customers accounting standards, whereas insurance companies recognize acquisition expenses using insurance contract accounting standards. While ultimate revenues and expenses recognized will match, there will be recognition timing differences based on the different accounting standards. |
| 2023 | ||||||||||||||||||||||||||||
| Reinsurance | Insurance & Services | Core |
Eliminations (2) |
Corporate |
Segment Measure Reclass |
Total | ||||||||||||||||||||||
| Gross premiums written | $ | 1,271.0 | $ | 2,039.7 | $ | 3,310.7 | $ | - | $ | 116.7 | $ | - | $ | 3,427.4 | ||||||||||||||
| Net premiums written | 1,061.0 | 1,282.7 | 2,343.7 | - | 94.2 | - | 2,437.9 | |||||||||||||||||||||
| Net premiums earned | 1,031.4 | 1,249.2 | 2,280.6 | - | 145.6 | - | 2,426.2 | |||||||||||||||||||||
| Loss and loss adjustment expenses incurred, net | 490.3 | 815.4 | 1,305.7 | (5.4 | ) | 81.0 | - | 1,381.3 | ||||||||||||||||||||
| Acquisition costs, net | 252.2 | 295.5 | 547.7 | (137.2 | ) | 62.2 | - | 472.7 | ||||||||||||||||||||
| Other underwriting expenses | 82.7 | 94.3 | 177.0 | - | 19.3 | - | 196.3 | |||||||||||||||||||||
| Underwriting income (loss) | 206.2 | 44.0 | 250.2 | 142.6 | (16.9 | ) | - | 375.9 | ||||||||||||||||||||
| Services revenues | (1.1 | ) | 238.6 | 237.5 | (149.6 | ) | - | (87.9 | ) | - | ||||||||||||||||||
| Services expenses | - | 187.8 | 187.8 | - | - | (187.8 | ) | - | ||||||||||||||||||||
| Net services fee income (loss) | (1.1 | ) | 50.8 | 49.7 | (149.6 | ) | - | 99.9 | - | |||||||||||||||||||
| Services noncontrolling income | - | (8.5 | ) | (8.5 | ) | - | - | 8.5 | - | |||||||||||||||||||
| Net services income (loss) | (1.1 | ) | 42.3 | 41.2 | (149.6 | ) | - | 108.4 | - | |||||||||||||||||||
| Segment income (loss) | 205.1 | 86.3 | 291.4 | (7.0 | ) | (16.9 | ) | 108.4 | 375.9 | |||||||||||||||||||
| Net investment income | 283.7 | - | 283.7 | |||||||||||||||||||||||||
| Net realized and unrealized investment losses | (10.0 | ) | - | (10.0 | ) | |||||||||||||||||||||||
| Net realized and unrealized investment losses from related party investment funds | (1.0 | ) | - | (1.0 | ) | |||||||||||||||||||||||
| Other revenues | 9.9 | 87.9 | 97.8 | |||||||||||||||||||||||||
| Loss on settlement and change in fair value of liability-classified capital instruments | (59.4 | ) | - | (59.4 | ) | |||||||||||||||||||||||
| Net corporate and other expenses | (70.4 | ) | (187.8 | ) | (258.2 | ) | ||||||||||||||||||||||
| Intangible asset amortization | (11.1 | ) | - | (11.1 | ) | |||||||||||||||||||||||
| Interest expense | (64.1 | ) | - | (64.1 | ) | |||||||||||||||||||||||
| Foreign exchange losses | (34.9 | ) | - | (34.9 | ) | |||||||||||||||||||||||
| Income before income tax benefit | $ | 205.1 | $ | 86.3 | 291.4 | (7.0 | ) | 25.8 | 8.5 | 318.7 | ||||||||||||||||||
| Income tax benefit | - | - | 45.0 | - | 45.0 | |||||||||||||||||||||||
| Net income | 291.4 | (7.0 | ) | 70.8 | 8.5 | 363.7 | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | - | - | (0.4 | ) | (8.5 | ) | (8.9 | ) | ||||||||||||||||||||
| Net income available to |
$ | 291.4 | $ | (7.0 | ) | $ | 70.4 | $ | - | $ | 354.8 | |||||||||||||||||
| Attritional losses | $ | 618.9 | $ | 840.7 | $ | 1,459.6 | $ | (5.4 | ) | $ | 76.5 | $ | - | $ | 1,530.7 | |||||||||||||
| Catastrophe losses | 12.2 | 1.3 | 13.5 | - | 11.3 | - | 24.8 | |||||||||||||||||||||
| Prior year loss reserve development | (140.8 | ) | (26.6 | ) | (167.4 | ) | - | (6.8 | ) | - | (174.2 | ) | ||||||||||||||||
| Loss and loss adjustment expenses incurred, net | $ | 490.3 | $ | 815.4 | $ | 1,305.7 | $ | (5.4 | ) | $ | 81.0 | $ | - | $ | 1,381.3 | |||||||||||||
| Underwriting Ratios:(1) | ||||||||||||||||||||||||||||
| Attritional loss ratio | 60.0 | % | 67.3 | % | 64.0 | % | 63.1 | % | ||||||||||||||||||||
| Catastrophe loss ratio | 1.2 | % | 0.1 | % | 0.6 | % | 1.0 | % | ||||||||||||||||||||
| Prior year loss development ratio | (13.7 | )% | (2.1 | )% | (7.3 | )% | (7.2 | )% | ||||||||||||||||||||
| Loss ratio | 47.5 | % | 65.3 | % | 57.3 | % | 56.9 | % | ||||||||||||||||||||
| Acquisition cost ratio | 24.5 | % | 23.7 | % | 24.0 | % | 19.5 | % | ||||||||||||||||||||
| Other underwriting expenses ratio | 8.0 | % | 7.5 | % | 7.8 | % | 8.1 | % | ||||||||||||||||||||
| Combined ratio | 80.0 | % | 96.5 | % | 89.1 | % | 84.5 | % | ||||||||||||||||||||
123
| (1) | Underwriting ratios are calculated by dividing the related expense by net premiums earned. |
| (2) | Insurance and Services MGAs recognize fees for service using revenue from contracts with customers accounting standards, whereas insurance companies recognize acquisition expenses using insurance contract accounting standards. While ultimate revenues and expenses recognized will match, there will be recognition timing differences based on the different accounting standards. |
Tangible Book Value Per Diluted Common Share
Tangible book value per diluted common share, as presented, is a non-GAAP financial measure and the most directly comparable
The following table sets forth the computation of book value per common share, book value per diluted common share and tangible book value per diluted common share as of December 31, 2024 and 2023:
| December 31, 2024 |
December 31, 2023 |
|||||||
| ($ in millions, except share and per share amounts) | ||||||||
| Common shareholders' equity attributable to |
$ | 1,737.4 | $ | 2,313.9 | ||||
| Intangible assets | 140.8 | 152.7 | ||||||
| Tangible common shareholders' equity attributable to |
$ | 1,596.6 | $ | 2,161.2 | ||||
| Common shares outstanding | 116,429,057 | 168,120,022 | ||||||
| Effect of dilutive stock options, restricted share units and warrants | 2,559,359 | 5,193,920 | ||||||
| Book value per diluted common share denominator | 118,988,416 | 173,313,942 | ||||||
| Book value per common share | $ | 14.92 | $ | 13.76 | ||||
| Book value per diluted common share | $ | 14.60 | $ | 13.35 | ||||
| Tangible book value per diluted common share | $ | 13.42 | $ | 12.47 | ||||
Underlying Net Income
Underlying net income is a non-GAAP financial measure and the most directly comparable
124
The following table sets forth the computation of underlying net income for the years ended December 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Net income available to |
$ | 183.9 | $ | 338.8 | ||||
| Non-recurring adjustments: | ||||||||
| Gains on sale or deconsolidation of consolidated MGAs | (96.0 | ) | - | |||||
| Losses on strategic and other investments | 90.5 | 40.2 | ||||||
| MGA & Strategic Investment Rationalization | (5.5 | ) | 40.2 | |||||
| Losses on settlement and change in fair value of liability-classified capital instruments ("CMIG Merger Instruments") | 148.5 | 59.4 | ||||||
| COVID-19 favorable reserve development(1) | (19.9 | ) | - | |||||
| CMIG Instruments & Transactions | 128.6 | 59.4 | ||||||
| (Income) expense related to loss portfolio transfers | 44.6 | (101.6 | ) | |||||
| - | (100.8 | ) | ||||||
| Foreign exchange (gains) losses | (10.0 | ) | 34.9 | |||||
| Income tax expense on adjustments(2) | (38.1 | ) | (4.9 | ) | ||||
| Underlying net income available to |
$ | 303.5 | $ | 266.0 | ||||
| Retuon average common shareholders' equity attributable to |
9.1 | % | 16.2 | % | ||||
| Common shareholders' equity attributable to |
$ | 2,313.9 | $ | 1,874.7 | ||||
| Accumulated other comprehensive income (loss), net of tax | 3.1 | (45.0 | ) | |||||
| Common shareholders' equity attributable to |
2,310.8 | 1,919.7 | ||||||
| Common shareholders' equity attributable to |
1,737.4 | 2,313.9 | ||||||
| Impact of adjustments from above | 119.6 | (72.8 | ) | |||||
| Accumulated other comprehensive income (loss), net of tax |
(4.1 | ) | 3.1 | |||||
| Common shareholders' equity attributable to |
1,861.1 | 2,238.0 | ||||||
| Average common shareholders' equity attributable to |
$ | 2,086.0 | $ | 2,078.9 | ||||
| Underlying retuon average common shareholders' equity attributable to |
14.6 | % | 12.8 | % | ||||
| (1) | This development, which is primarily related to business written by legacy |
| (2) | An effective tax rate of 15% is applied to the adjustments to calculate the income tax expense, where applicable. |
125
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