Axis Capital appoints ex-Enstar CFO Matthew Kirk with detailed compensation

Rhea-AI Filing Summary

AXIS Capital Holdings Limited announced that Matthew Kirk will become Chief Financial Officer effective March 31, 2026, and will join the company in the fourth quarter of 2025 as a special advisor to the CEO. Mr. Kirk, age 51, most recently served as Chief Financial Officer of Enstar Group Limited since March 2023 and previously held treasury and investment leadership roles at Enstar and Sirius International, after beginning his career at Arthur Andersen. The company disclosed Mr. Kirk's compensation framework: a $750,000 annual base salary, a target non-equity incentive equal to 130% of base salary, a $1,060,000 buyout payable within his first month (forfeitable under specified conditions), a sign-on restricted stock unit award valued at $585,000 vesting pro rata over three years, and an annual target equity award valued at $1,650,000. Outgoing CFO Peter Vogt will provide strategic advisory services through December 31, 2026, aligned with his employment agreement. The filing states there are no family relationships or related-party transactions requiring disclosure.

Positive

• Experienced hire: Matthew Kirk brings recent CFO experience at Enstar and prior treasury and investment leadership roles.
• Clear transition plan: Kirk joins as special advisor in Q4 2025 and assumes the CFO role on March 31, 2026, with the outgoing CFO providing advisory support through December 31, 2026.
• Transparent compensation disclosure: The filing specifies base salary, incentive targets, buyout, sign-on RSUs, and target equity awards.

Negative

• Substantial compensation package: First-year cash and equity elements include a $750,000 base, 130% incentive target, $1,060,000 buyout, $585,000 RSU sign-on, and $1,650,000 annual target equity.
• Extended overlap with outgoing CFO: Peter Vogt will provide strategic advisory services through December 31, 2026, which may imply continued costs during the transition period.

Insights

Financial Analyst

TL;DR: Experienced finance executive named CFO with clear transition timeline and detailed compensation package disclosed.

The appointment of Matthew Kirk brings a finance leader with recent CFO experience at Enstar and prior treasury and investment roles, providing direct continuity in financial leadership. The filing specifies a staged transition: advisory role beginning in Q4 2025 and formal assumption of the CFO role on March 31, 2026, which reduces near-term operational uncertainty. Compensation is transparent and includes $750,000 base salary, a 130% target non-equity incentive, a $1,060,000 buyout subject to forfeiture conditions, a $585,000 sign-on RSU grant vesting over three years, and a $1,650,000 annual target equity award. These elements indicate the company is using a mix of cash and equity to align incentives and retain the executive through the multi-year transition.

Corporate Governance Expert

TL;DR: Transition appears well-documented; compensation and overlap merit shareholder attention for governance and retention review.

The 8-K provides clear disclosure of the hire and material economic terms, which supports governance transparency. Key items for stakeholder review include the sizable buyout of $1,060,000 with forfeiture conditions, a multi-year RSU vesting schedule valued at $585,000, and an annual target equity award of $1,650,000. The outgoing CFO will continue as a strategic advisor through December 31, 2026, which the company notes is timed to his employment agreement. The filing also confirms no family relationships or reportable related-party transactions, limiting immediate governance concerns in that area.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda

001-31721

98-0395986

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

92 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common shares, par value $0.0125 per share			AXS			New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share			AXS PRE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2025, AXIS Capital Holdings Limited (the “Company”) announced that Matthew Kirk will assume the position of Chief Financial Officer of the Company, effective March 31, 2026, succeeding Peter Vogt.

Mr. Kirk will join the Company in the fourth quarter of 2025, initially serving as a special advisor to the Chief Executive Officer. Following Mr. Kirk’s appointment in March 2026, Peter Vogt will provide strategic advisory services to the Company until December 31, 2026, timed to the completion of his employment agreement.

Mr. Kirk, age 51, joins the Company from Enstar Group Limited (“Enstar”), where he has served as Chief Financial Officer since March 2023 and was responsible for Enstar’s global finance functions. Previously, from April 2020 to February 2023, he served as Group Treasurer of Enstar where he was responsible for treasury, capital management, and investor relations. Prior to joining Enstar, Mr. Kirk held executive leadership roles at Sirius International Insurance Group, including Group Treasurer and President and Managing Director of Sirius Investment Advisors. He began his career at Arthur Andersen, where he served as an Assurance and Business Advisory Manager. Mr. Kirk is a certified public accountant (inactive) and holds an MBA from Columbia University and a Bachelor of Science degree from the University of Delaware.

In connection with his appointment as Chief Financial Officer of the Company, AXIS Specialty U.S. Services, Inc. entered into an offer letter (the “Offer Letter”) with Mr. Kirk. Pursuant to the Offer Letter, Mr. Kirk will receive an annual base salary of $750,000 and will be eligible to participate in the Company’s non-equity incentive plan, with a target incentive opportunity equal to 130% of his base salary. Mr. Kirk will also receive a buyout award of $1,060,000, payable within his first month of employment, which is subject to forfeiture if he voluntarily terminates his employment with the Company for any reason or he is involuntarily terminated for cause within his first year. In addition, Mr. Kirk will be granted a sign-on equity award of restricted stock units with a grant date fair value of $585,000, which will vest pro rata over a three-year period. He will also be eligible to participate in the Company’s 2017 Long Term Equity Compensation Plan, with an annual target equity award valued at $1,650,000. Mr. Kirk will be eligible to receive severance benefits in accordance with the Company’s Executive Severance Plan and to participate in the employee benefit plans customarily made available to the Company’s executive officers.

There are no arrangements or understandings between Mr. Kirk and any other persons pursuant to which he will be appointed the Company’s Chief Financial Officer. There are no family relationships between Mr. Kirk and any director or executive officer of the Company, and he is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 14, 2025, the Company issued a press release announcing the Chief Financial Officer transition. The press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description of Document
99.1						Press release dated August 14, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2025

 

			AXIS CAPITAL HOLDINGS LIMITED
			By:			/s/ G. Christina Gray-Trefry
						G. Christina Gray-Trefry
						General Counsel and Secretary

FAQ

Who is the new CFO of Axis Capital (AXS)?

The new CFO will be Matthew Kirk, who will assume the role effective March 31, 2026.

When does Matthew Kirk join Axis Capital and in what capacity before becoming CFO?

Mr. Kirk will join in the fourth quarter of 2025 as a special advisor to the Chief Executive Officer and will become CFO on March 31, 2026.

What are the key compensation terms for Matthew Kirk at Axis Capital?

Disclosed terms include a $750,000 annual base salary, a 130% target non-equity incentive, a $1,060,000 buyout payable in the first month (subject to forfeiture), a $585,000 sign-on RSU award vesting pro rata over three years, and an $1,650,000 annual target equity award.

Will the outgoing CFO remain with the company after the transition?

Yes. Peter Vogt will provide strategic advisory services to the company through December 31, 2026, aligned with his employment agreement.

Are there any related-party or family relationships disclosed in connection with the appointment?

The filing states there are no family relationships between Mr. Kirk and any director or executive officer and no transactions requiring reporting under Item 404(a) of Regulation S-K.