Pay vs Performance Disclosure
Jan. 04, 2025
Dec. 31, 2025
USD ($)
Dec. 31, 2025
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment(3) Based on: | Net Income ($ Millions) | Adjusted Operating ROE (%)(6) | |
Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | |||||||
2025 | $8,952,500 | $8,550,995 | $3,823,919 | $3,609,983 | $161.56 | $234.33 | $1,591 | 12.4% |
2024 | $7,939,305 | $9,092,751 | $3,673,476 | $3,850,216 | $168.55 | $212.86 | $1,373 | 8.7% |
2023 | $9,909,531 | $11,044,080 | $3,126,187 | $3,394,495 | $161.17 | $157.12 | $2,517 | 18.2% |
2022 | $9,106,199 | $12,022,512 | $3,275,300 | $4,098,150 | $148.25 | $141.79 | $597 | 11.9% |
2021 | $8,866,126 | $10,939,500 | $3,185,203 | $3,763,485 | $119.84 | $119.28 | $1,379 | 14.3% |
2025.
The non-PEO NEOs include: (a) for 2021, John Doucette, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (b) for 2022, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (c) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren
and Jim Williamson; (d) for 2024, Mike Karmilowicz, Mark Kociancic, Jim Williamson and Ricardo Anzaldua; and (e) for 2025, Mark Kociancic, Jill Beggs,
Anthony Vidovich and Ricardo Anzaldua.
accordance with Item 402(v) of SEC Regulation S-K (17 C.F.R. § 229.402(v), or “Item 402(v)”). Amounts do not reflect
actual compensation earned by or paid to our NEOs during the applicable year. The PEO did not participate in any
defined benefit pension plan.
PEO SCT Total Pay to CAP Reconciliation
Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
SCT Total | $8,866,126 | $9,106,199 | $9,909,531 | $7,939,305 | $8,952,500 |
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(4,001,805) | $(4,251,644) | $(4,753,046) | $(6,000,225) | $(5,150,590) |
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,525,158 | $4,670,907 | $4,394,999 | $5,885,625 | $5,073,961 |
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(1) | $1,402,574 | $2,354,332 | $809,630 | $240,870 | $(196,250) |
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(2) | $147,447 | $142,718 | $682,966 | $1,027,176 | $(128,626) |
Compensation Actually Paid | $10,939,500 | $12,022,512 | $11,044,080 | $9,092,751 | $8,550,995 |
“compensation actually paid” as computed in accordance with Item 402(v) for the other NEOs. Amounts do not reflect
actual compensation earned by or paid to our NEOs during the applicable year.
NEO Average SCT Total Pay to CAP Reconciliation
Fiscal year | 2021(5) | 2022 | 2023 | 2024 | 2025 |
Average SCT Total | $3,185,203 | $3,275,300 | $3,126,187 | $3,673,476 | $3,823,919 |
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,164,932) | $(1,276,247) | $(1,203,366) | $(1,651,651) | $(1,616,148) |
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $1,317,281 | $1,402,100 | $1,112,716 | $1,620,106 | $1,592,570 |
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(3) | $362,214 | $563,880 | $205,511 | $64,791 | $(93,959) |
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(4) | $49,873 | $114,067 | $168,181 | $143,494 | $(83,485) |
– Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit Pension Plan | $(16,202) | N/A6 | $(29,575) | $— | $(12,914) |
+ Service cost and prior service cost | $30,048 | $19,050 | $14,841 | $— | $— |
Average Compensation Actually Paid | $3,763,485 | $4,098,150 | $3,394,495 | $3,850,216 | $3,609,983 |
(1)Difference between Fair Value from End of Prior Year to End of Current Year
(2)Difference between Fair Value from End of Prior Year to Vesting Date
(3)Difference between Fair Value from End of Prior Year to End of Current Year
(4)Difference between Fair Value from End of Prior Year to Vesting Date
(5) In 2021, the change in actuarial present value was $(11,030) for John Doucette and $81,008 for Sanjoy Mukherjee. Under Item 402(v), the change in
actuarial present value is deducted only if the value is positive. Thus, only Mr. Mukherjee’s value was incorporated into the calculation.
(6)The change in actuarial present value for Mr. Mukherjee was $(600,167) in 2022. Under Item 402(v), the change in actuarial present value is deducted
only if the value is positive. Thus, this value was not incorporated into the calculation.
Item 402(v)) and performance measures that are included in the preceding pay versus performance tabular disclosure.
Combined Ratio
TSR(1)
Gross Written Premium Annual Growth Rate
entire portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all
distributions or dividends paid to shareholders. TSR in all other sections of this Proxy Statement is defined as annual growth in Book Value Per Share
(excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share.
Below is a list, not presented in order of importance, of the Company’s most important financial performance measures used to link the PEO’s and NEOs’ Item 402(v) “Compensation actually Paid” to Company performance for 2025. For
further information regarding these financial performance measures and their function in our executive compensation
program, please see the CD&A section above. For definitions and available reconciliations of Non-GAAP measures used
below, please see Appendix A.
catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and
2022, the ratio for determining Adjusted Operating ROE was 50% catastrophe losses in the operating plan and 50% actual catastrophe losses for the
respective fiscal years.