Everest Group (NYSE: EG) 2026 proxy details director votes, pay and new share plan
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Everest Group, Ltd. is asking shareholders to vote on several key items at its May 13, 2026 annual meeting in Bermuda. Proposals include electing 11 directors, appointing KPMG as auditor for 2026, and approving a non-binding advisory vote on 2025 executive compensation.
The company also seeks approval of an amendment to its 2020 Stock Incentive Plan to add 812,000 common shares, increasing the pool to 1,045,455 shares as of March 16, 2026. This would support approximately three to four years of future equity awards. As of that date, 44,886,259 common shares were entitled to vote, and potential dilution from all equity plans, including the new shares, is presented as 4.30% of shares outstanding.
Everest highlights a predominantly independent 11‑member board, strong committee structure, and compensation practices such as performance share units, stock ownership guidelines, and a clawback policy. For 2025, the company reports gross written premium of $17.7 billion, net income of $1.6 billion, net operating income of $1.9 billion, a 98.6% combined ratio, and a 13.1% total shareholder return.
Positive
- None.
Negative
- None.
Key Figures
Gross written premium: $17.7 billion
Combined ratio: 98.6%
Net income: $1.6 billion
+5 more
8 metrics
Gross written premium
$17.7 billion
Fiscal year 2025
Combined ratio
98.6%
Fiscal year 2025
Net income
$1.6 billion
Fiscal year 2025
Net operating income
$1.9 billion
Fiscal year 2025, non-GAAP
Total shareholder return
13.1%
Fiscal year 2025, TSR definition as disclosed
Shares entitled to vote
44,886,259 shares
Common shares entitled to vote as of March 16, 2026
Additional plan shares requested
812,000 shares
Increase to 2020 Stock Incentive Plan under First Amendment
Potential dilution
4.30%
Total potential overhang vs shares outstanding as of March 16, 2026
Key Terms
Non-binding advisory vote, 2020 Stock Incentive Plan, Total Shareholder Return, Combined Ratio, +2 more
6 terms
Non-binding advisory vote regulatory
"To approve, by non-binding advisory vote, 2025 compensation paid to the Company’s Named Executive Officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
2020 Stock Incentive Plan financial
"To approve an amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan."
Total Shareholder Return financial
"Total Shareholder Return (3)(4) 13.1%"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Combined Ratio financial
"Combined Ratio 98.6%"
The combined ratio is a way insurance companies measure how well they are doing by adding up all their costs and claims and comparing them to the money they earn from premiums. If the ratio is below 100%, it means the company is making a profit; if it's above 100%, they are losing money. It helps see if an insurance company is financially healthy or not.
Change of Control regulatory
"In the event of a “Change of Control” of the Company (as defined in the Amended Plan)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Clawback Policy financial
"Maintain a broad-based Clawback Policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Compensation Summary
Compensation details
Key Proposals
- Election of 11 directors to serve until the 2027 annual meeting
- Appointment of KPMG as independent auditor for fiscal year ending December 31, 2026
- Advisory vote to approve 2025 compensation of Named Executive Officers
- Approval of First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan increasing available shares by 812,000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Pursuant to § 240.14a-12
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Notice of Annual General Meeting of Shareholders
To Be Held May 13, 2026
To The Shareholders of Everest Group, Ltd.:
The Annual General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”),
will be held at Rosewood Bermuda, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda on May 13,
2026 at 10:00 a.m., local time, for the following purposes:
1.To elect John Amore, William F. Galtney Jr., John A. Graf, Meryl Hartzband, Laura Hay, John Howard,
Allan Levine, Hazel McNeilage, Darryl Page, Roger M. Singer and Jim Williamson as directors of the
Company, each to serve for a one-year period to expire at the 2027 Annual General Meeting of
Shareholders or until such director’s successor shall have been duly elected or appointed or until such
director’s office is otherwise vacated.
2.To appoint KPMG, an independent registered public accounting firm, as the Company’s independent
auditor for the fiscal year ending December 31, 2026 and authorize the Company’s Board of Directors,
acting through its Audit Committee, to determine the independent auditor’s remuneration.
3.To approve, by non-binding advisory vote, 2025 compensation paid to the Company’s Named Executive
Officers (as defined herein).
4.To approve an amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan.
5.To consider and act upon such other business, if any, as may properly come before the meeting and any
and all adjournments thereof.
The Company’s financial statements for the fiscal year ended December 31, 2025, together with the report
of the Company’s independent auditor in respect of those financial statements, as approved by the
Company’s Board of Directors, will be presented at this Annual General Meeting.
Only shareholders of record identified in the Company’s Register of Members at the close of business on
March 16, 2026 are entitled to notice of, and vote at, the Annual General Meeting.
This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company
for the fiscal year ended December 31, 2025 (including financial statements) and the enclosed Proxy Card
are first being mailed to the Company’s shareholders on or about April 10, 2026.
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting
in person, you are urged to vote by internet or telephone as directed on the enclosed proxy or by signing
and dating the proxy and returning it promptly in the postage prepaid envelope provided.
By Order of the Board of Directors
Jim Williamson
President & Chief Executive Officer
April 10, 2026
Hamilton, Bermuda
Table of Contents
General Information ..................................................................................................................................................... | 1 |
Proxy Statement Summary .......................................................................................................................................... | 2 |
Proposal No. 1 — Election of Directors ...................................................................................................................... | 7 |
Proposal No. 2 — Appointment of Independent Auditors .................................................................................... | 20 |
Proposal No. 3 — Non-binding Advisory Vote On Executive Compensation ................................................... | 21 |
Proposal No. 4 — Approval of An Amendment To The Everest Group, Ltd. 2020 Stock Incentive Plan ..... | 22 |
The Board Of Directors and Its Committees ........................................................................................................... | 28 |
Board Structure and Risk Oversight .......................................................................................................................... | 42 |
Board Committees ....................................................................................................................................................... | 32 |
Common Share Ownership by Directors and Executive Officers ....................................................................... | 37 |
Principal Beneficial Owners of Common Shares .................................................................................................... | 39 |
Directors’ Compensation ............................................................................................................................................ | 40 |
Executive Officers ......................................................................................................................................................... | 45 |
Compensation Discussion and Analysis .................................................................................................................. | 46 |
Compensation Practices ............................................................................................................................................. | 49 |
The Company’s Compensation Philosophy and Objectives ............................................................................... | 51 |
Compensation of Executive Officers ........................................................................................................................ | 70 |
Pay Versus Performance Disclosure .......................................................................................................................... | 74 |
CEO Pay Ratio Disclosure ........................................................................................................................................... | 80 |
Employment, Change of Control and Other Agreements ................................................................................... | 81 |
Compensation Committee Interlocks and Insider Participation ......................................................................... | 85 |
Miscellaneous — General Matters .............................................................................................................................. | 86 |
Appendix A — Information Regarding Non-GAAP Financial Measures ............................................................ | 88 |
Appendix B — First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan ................................. | 91 |
F
2026 Proxy Statement 1
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 13, 2026
at Rosewood Bermuda, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda at 10:00 a.m. local time.
The proxy statement and annual report to shareholders are available at
https://investors.everestglobal.com/financials/annual-reports-and-proxy-statements/default.aspx
Proxy Statement
Annual General Meeting Of Shareholders
May 13, 2026
General Information
The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) of Everest Group, Ltd., a
Bermuda company (the “Company”, “Everest Group” or, unless the context otherwise requires, “Everest”) for use at the
2026 Annual General Meeting of Shareholders (the “AGM”), to be held on May 13, 2026, and at any adjournment
thereof. It may be revoked at any time before it is exercised by giving a later-dated proxy, notifying the Corporate
Secretary of the Company in writing at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, or voting in person at the Annual General Meeting. All shares represented at the meeting by properly
executed proxies will be voted as specified and, unless otherwise specified, will be voted: (1) for the election of John
Amore, William F. Galtney Jr., John A. Graf, Meryl Hartzband, Laura Hay, John Howard, Allan Levine, Hazel McNeilage,
Darryl Page, Roger M. Singer and Jim Williamson as directors of the Company; (2) for the appointment of KPMG LLP
(“KPMG”), an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year
ending December 31, 2026 and for authorizing the Board acting through its Audit Committee to determine the
independent auditor’s remuneration; (3) for the approval, by non-binding advisory vote, of the 2025 compensation paid
to the Named Executive Officers (as defined herein); and (4) to approve an amendment to the Everest Group, Ltd. 2020
Stock Incentive Plan.
Only shareholders of record at the close of business on March 16, 2026 will be entitled to vote at the meeting. On that
date, 49,740,115 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this
amount includes 9,719,971 Common Shares held by Everest Re Advisors, Ltd. (“Re Advisors”), the Company’s subsidiary.
As provided in the Company’s Bye-laws, Re Advisors may vote only 9.9% of its shares. The outstanding share amount
also excludes 58,156 shares with no voting rights. The limitation of Re Advisors voting shares to 4,924,271 and the
exclusion of 58,156 shares with no voting rights results in 44,886,259 Common Shares entitled to vote.
The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General
Meeting require the affirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a
quorum consisting of no fewer than two persons present in person or by proxy holding in the aggregate more than 50%
of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company
has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders
who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be counted
towards the presence of a quorum. However, such Common Shares and Common Shares owned by shareholders and
not voted in person or by proxy at the Annual General Meeting (including “broker non- votes”) will not be included in any
tally of votes cast and will therefore have no effect on the outcomes of votes to elect a director or approve any other
matter before the shareholders.
All references in this document to “$” or “dollars” are references to the currency of the United States of America.
The Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the
attached Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any such matter comes before
the meeting, including any shareholder proposal properly made, the proxy holders will vote proxies in accordance with
their best judgment with respect to such matters. To be properly made, a shareholder proposal must comply with the
Company’s Bye-laws and, in order for any matter to come before the meeting, it must relate to matters referred to in the
attached Notice of Annual General Meeting.
2 2026 Proxy Statement
Proxy Statement Summary
Proxy Statement
Summary
This summary highlights certain information contained in the Company’s Proxy Statement. The
summary does not contain all of the information that you should consider, and we encourage
you to read the entire Proxy Statement carefully.
Voting Matters and Board’s Voting Recommendations
Proposal | Board’s Voting Recommendation | Page | |
Election of Director Nominees (Proposal 1) | ü | FOR ALL DIRECTOR NOMINEES | 7 |
Appointment of KPMG as Company Auditor (Proposal 2) | ü | FOR | 20 |
Non-Binding Advisory Vote on Executive Compensation (Proposal 3) | ü | FOR | 21 |
Approval of an Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan (Proposal 4) | ü | FOR | 22 |
Director Nominees
Committee Membership | ||||||||||
Name | Age | Director Since | AC | CC | EC | IPC | NGC | RMC | TCC | |
John Amore IND | 77 | 2012 | • | CHAIR | • | |||||
William F. Galtney Jr. IND | 73 | 1996 | • | • | • | CHAIR | ||||
John A. Graf IND | 66 | 2016 | • | CHAIR | ||||||
Meryl Hartzband IND | 71 | 2019 | CHAIR | • | • | • | ||||
Laura Hay IND | 63 | 2025 | • | • | ||||||
John Howard IND | 59 | 2025 | • | CHAIR | • | |||||
Allan Levine IND | 57 | 2025 | • | • | • | |||||
Hazel McNeilage IND | 69 | 2022 | • | • | CHAIR | |||||
Darryl Page IND | 65 | 2025 | • | • | • | |||||
Roger M. Singer IND | 79 | 2010 | • | • | • | |||||
Jim Williamson President & CEO | 52 | 2025 | • | • | • | • | ||||
KEY
• Member
IND Independent
AC Audit Committee
CC Compensation Committee
EC Executive Committee
IPC Investment Policy Committee
NGC Nominating and Governance Committee
RMC Risk Management Committee
TCC Technology and Cyber Committee
2026 Proxy Statement 3
Proxy Statement Summary
Corporate Governance Highlights
Size of Board
Number of Independent Directors
New Independent Directors in 2025
Average Years of Tenure of Director Nominees
11
10
4
8
Board Practices | •Annual Board and Committee Self-Assessments |
•Code of Business Conduct and Ethics for Directors and Executive Officers | |
•Succession Planning and Implementation Process | |
•Strategy and Risk Management Oversight | |
•Human Capital Management Oversight | |
•Artificial Intelligence and Cybersecurity Oversight |
Board Independence Standards
The Board has adopted director independence standards as set forth by the
New York Stock Exchange (“NYSE”).
Director Independence on Key Committees
The Board’s Audit, Compensation and Nominating and Governance
Committees are composed entirely of independent directors.
No Over-Boarding
No member of the Board of Directors sits on the board of directors of more
than two other publicly traded companies.
4 2026 Proxy Statement
Proxy Statement Summary
Shareholder Protections | •Majority Vote Standard for Director Election |
•Annual Election of All Directors | |
•Independent Board Chair | |
•Regular Executive Sessions of Non-Management Directors | |
•Shareholder Access. No minimum share ownership or holding threshold is necessary to nominate qualified director to Board. |
Compensation Best Practices:
What We Do | What We Don’t Do | ||
ü | Annual Say on Pay Advisory Vote | œ | No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control |
ü | Maintain a broad-based Clawback Policy | œ | No single trigger for change in control |
ü | Align compensation with strategic goals and individual performance | œ | No separate change-in-control agreement for the CEO(3) |
ü | Evaluate peer groups annually | œ | Prohibition on hedging or pledging of Company stock |
ü | Engage independent compensation consultant | œ | No liberal share recycling |
ü | Award Performance Share Units as an element of long-term incentive compensation | ||
ü | Engage with shareholders on executive compensation practices | ||
ü | Maintain stock ownership guidelines for Executive Officers(1) and Non-Management Directors(2) | ||
(1)Six times base salary for CEO; three times base salary for other Named Executive Officers (as defined herein).
(2)Five times annual retainer.
(3)CEO participates in the Senior Executive Change in Control Plan (“CIC Plan”), along with the other Named Executive Officers.
(1)Please see Appendix A for explanations and available reconciliations of the non-generally accepted accounting principles (“non-GAAP”) measures
used to describe Company performance in this Proxy Statement.
(2) Excludes approximately $34 million of profit commission related to loss reserve releases. When including this profit commission, Everest’s reported
attritional combined ratio was 89.6% for the year ended December 31, 2025.
(3)Attritional Combined Ratio, Net Operating Income, TSR and Net Operating Income ROE are non-GAAP measures. Please see Appendix A for further
information and available reconciliations.
(4)TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/
appreciation of Fixed Maturity, available for sale investments) plus dividends per share.
2026 Proxy Statement 5
Proxy Statement Summary
Shareholder Outreach
We are committed to ensuring that we understand our shareholders’ priorities and potential concerns, and
that our shareholders understand our corporate governance and executive compensation programs. This
includes how our executive compensation program rewards the achievement of our strategic objectives
and aligns the interests of our Named Executive Officers (as defined herein) and the Company’s
shareholders. Periodically, we conduct shareholder outreach and consider input in governance and
operations. The appointment of an independent Board Chairman, recruitment of four new independent
directors and several new senior executives and the execution of several strategic transactions were
reflective of Board and management priorities and shareholder outreach conducted during 2025. There
was appreciation among investors for the opportunity to engage in outreach discussions.
2025 Financial Results(1)
Gross Written Premium $17.7 billion | Combined Ratio 98.6% | Attritional Combined Ratio 89.4%(2)(3) | ||
Net Income $1.6 billion Net Operating Income(3) $1.9 billion | Total Shareholder Return(3)(4) 13.1% | Net Operating Income ROE 12.4%(3) |
Everest’s 2025 financial performance reflected the strategic steps taken to simplify the company, reshape the portfolio
and strengthen its balance sheet. Everest completed its one-renewal casualty insurance remediation in North America,
fortified its reserves, obtained an adverse development reinsurance cover for North American insurance liabilities and
sold the renewal rights for certain lines of the commercial property and casualty insurance business in the U.S., U.K.,
E.U. and Asia Pacific to AIG. Despite reserve strengthening, $757 million of pre-tax catastrophe losses net of recoveries
and reinstatement premiums and costs associated with strategic actions, the Company generated a net operating
income return on equity of 12.4% and total shareholder return of 13.1%. On a consolidated basis, Everest increased
net operating income by 45% year over year, increased net investment income by $170 million to $2.1 billion and
returned $1.1 billion in capital to shareholders in the form of share repurchases and common stock dividends.
The Company’s Reinsurance business had total gross written premiums of approximately $12.8 billion, underwriting
income of $972 million and a 91.7% total combined ratio. In the Insurance business, total gross written premiums were
$4.8 billion and total combined ratio was 114.6%.
In 2025, we returned $335 million to shareholders in the form of
dividends.
6 2026 Proxy Statement
Proxy Statement Summary
Ratings
A+
A.M. Best
A+
S&P Global
A1
Moody’s
Financial strength ratings as of 12/31/2025
TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/
appreciation of Fixed Maturity, available for sale investments) plus dividends per share. Net Operating Income, also referred to as after-tax net operating
income (loss) is also a non-GAAP measure. Please see Exhibit A for further information.
2026 Proxy Statement 7
Proposal No. 1 — Election of Directors
Proposal No. 1 — Election Of Directors
The Board recommends that you vote FOR the director nominees described below. Proxies will be so voted except to
the extent that shareholders specify otherwise in their proxies.
At the 2026 Annual General Meeting (“AGM”), the nominees for director positions are to be elected to serve until the
2027 Annual General Meeting of Shareholders or until their qualified successors are elected or until such director’s office
is otherwise vacated. In February 2026, the Nominating and Governance Committee recommended to the Board the
nominations of John Amore, William F. Galtney Jr., John A. Graf, Meryl Hartzband, Laura Hay, John Howard, Allan Levine,
Hazel McNeilage, Darryl Page, Roger M. Singer and Jim Williamson, all of whom are currently directors of the Company.
The Board accepted the Nominating and Governance Committee’s recommendations, and each nominee accepted his
or her nomination. In light of her decision to retire from the Board, Geraldine Losquadro was not re-nominated for
election and her service on the Board will terminate prior to the AGM on May 13, 2026. The Board wishes to thank Ms.
Losquadro for her distinguished service to the Company over the past 12 years. Additionally, the Board voted to reduce
the size of the Board to eleven members following the AGM. It is not expected that any of the nominees will become
unavailable for election as a director, but if any nominee should become unavailable prior to the meeting, proxies will be
voted for such persons as the Board shall recommend, unless the Board reduces the number of directors accordingly.
There are no arrangements or understandings between any director or any nominee for election as a director and any
other person pursuant to which such person was selected as a director or nominee.
Important Factors in Assessing Board Composition
The Nominating and Governance Committee strives to maintain an engaged, independent Board with broad and
diverse experience, skills and judgment that is committed to representing the long-term interests of our shareholders. In
evaluating director candidates and considering incumbent directors for nomination to the Board, the Nominating and
Governance Committee considers each nominee’s character, independence, leadership, financial literacy, personal and
professional accomplishments, industry knowledge and experience.
For incumbent directors, the factors also include attendance and past performance on the Board and its committees.
Each director nominee has a demonstrated record of accomplishment in areas relevant to the Company’s business and
qualifications that contribute to the Board’s ability to effectively function in its oversight role.
The Nominating and Governance Committee seeks directors who will bring to the Board a variety of skills, including but
not limited to:
•Leadership: Demonstrated ability to hold significant leadership positions and effectively manage complex
organizations is important to evaluating and developing key management talent.
•Insurance and/or Reinsurance Industry Experience: Experience in the insurance and/or reinsurance markets is
critical to strategic planning and oversight of our business operations.
•Risk Management: Experience in identifying, assessing and managing risks is critical to oversight of current and
emerging organizational and systemic risks in order to inform and adapt the Company’s strategic planning.
•Legal/Regulatory: An understanding of both the laws and regulations that impact our heavily regulated industry
and the impact of government actions and public policy are important to oversight of insurance operations.
•Finance and Accounting: Financial experience and literacy are essential for understanding and overseeing our
financial reporting, investment performance and internal controls to ensure transparency and accuracy and to
oversee strategic matters like mergers, acquisitions and divestitures.
•Corporate Governance: Understanding of corporate governance matters is essential to ensuring effective
governance of the Company and protecting shareholder interests.
•Business Operations: A practical understanding of developing, implementing and assessing our business
operations and processes and experience making strategic decisions, including the assessment of our
operating plan, risk management and long-term sustainability strategy, are critical to the oversight of our
business.
•Information Technology/Cybersecurity: Comprehensive oversight requires an understanding of information
systems, data and technology used in our business operations and processes, the role of data and technology
systems (including artificial intelligence and other emerging technologies) in relation to our corporate strategy
as well as a recognition of the risk management aspects of cyber risks and cybersecurity.
•International: Experience in and knowledge of global insurance and financial markets are especially important
in understanding and reviewing our business and strategy.
8 2026 Proxy Statement
Proposal No. 1 — Election of Directors
In addition to evaluating a director candidate’s technical skills relevant to the success of a large, publicly traded
company in today’s business environment, our Board considers additional factors, including candidates’ educational,
personal and professional background, their understanding of our business and technology, and the geographic,
educational and professional backgrounds, skill sets and perspectives of our Board as a whole. Each director must
demonstrate critical thinking skills, clear business ethics, an appreciation for the Company’s cultural values and a
commitment to the sustainability of the Company and its business. The Nominating and Governance Committee’s
objective is to recommend a group that can best perpetuate the success of our business and represent shareholder
interests through the exercise of sound judgment leveraging its experience and perspectives.
Information Concerning Director Nominees
Each nominee’s biography below includes a summary of the key skills and experience of such nominee that contribute to
the director’s ability to effectively oversee the Company and act in the long-term best interests of shareholders.
2026 Proxy Statement 9
Proposal No. 1 — Election of Directors
John Amore
Age: 77
Director Since: September 2012
Independent
Committees:
•Compensation
•Nominating and Governance (Chair)
•Risk Management
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Finance and Accounting
•Corporate Governance
•Business Operations
•Human Capital
Management
•International
•Risk Management
•Legal/Regulatory
•Claims
•Sustainability
Background:
Mr. Amore retired in 2010 from the Group Executive Committee of Zurich
Financial Services Group, now known as Zurich Insurance Group, Ltd.
(“Zurich”), for which he continued to act as a consultant through 2012. From
2004 through 2010, he served as CEO of Zurich’s Global General Insurance
business segment after having served as CEO of Zurich’s North America
Corporate business division from 2001 through 2004. He became CEO of
Zurich U.S. in 2000, having previously served as CEO of the Zurich U.S.
Specialties business unit. Before joining Zurich in 1992, he was Vice Chairman
of Commerce and Industry Insurance Company, a subsidiary of American
International Group, Inc. (“AIG”). Mr. Amore served as a delegate for the
Geneva Association and is an Overseer Emeritus of the Board of Overseers for
the School of Risk Management, Insurance and Actuarial Science at St. John’s
University in New York and is a member of the Board of Trustees and Finance,
Audit and Investment Committees of Embry-Riddle Aeronautical University.
10 2026 Proxy Statement
Proposal No. 1 — Election of Directors
William F. Galtney Jr.
Age: 73
Director Since: March 1996
Independent
Committees:
•Audit
•Executive
•Nominating and Governance
•Risk Management (Chair)
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Finance and Accounting
•Investments
•Mergers and Acquisitions
•Corporate Governance
•Business Operations
•Risk Management
•Legal/Regulatory
•International
•Claims
•Marketing and Branding
Background:
Mr. Galtney served as a director of Everest Reinsurance Holdings, Inc. (“Everest
Holdings”), which is now a subsidiary of the Company, from March 1996 to
February 2000. Thereafter he became a director of the Company upon the
restructuring of Everest Holdings. Since April 1, 2005, he has been President
and CEO of Galtney Group, Inc., a property and casualty healthcare insurance
and reinsurance broker. Prior thereto, he was President (from June 2001 until
December 31, 2004) and Chairman (until March 31, 2005) of Gallagher
Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of
Arthur J. Gallagher & Co. (“Gallagher”). From 1983 until its acquisition by
Gallagher in June 2001, Mr. Galtney was the Chairman and CEO of Healthcare
Insurance Services, Inc. (predecessor to GHIS), a managing general and
surplus lines agency previously indirectly owned by The Galtney Group, Inc.
2026 Proxy Statement 11
Proposal No. 1 — Election of Directors
John A. Graf
Age: 66
Director Since: May 2016
Independent Board Chair
Committees:
•Executive
•Investment Policy (Chair)
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Corporate Governance
•Risk Management
•Finance and Accounting
•Investments
•International
•Business Operations
•Legal/Regulatory
•Mergers & Acquisitions
Background:
Mr. Graf serves as the Non-Executive Vice Chairman of Global Atlantic
Financial Group (“Global Atlantic”) and joined its Board of Directors upon
Global Atlantic’s acquisition of Forethought Financial Group (“Forethought
Financial”) in 2014. He served as Chairman and CEO of Forethought Financial
from 2006 to 2014. He serves on the Audit, Risk and Compliance Committees
of Global Atlantic. Mr. Graf also serves on the Board of ALM First Financial, a
financial services and organization performance company. Until December
2015, he served as a non-executive director of QBE Insurance Group Limited
where he chaired the Investment and Personnel Committees. In 2005, he
served as Chairman, CEO and President of AXA Financial, Inc. where he also
served as Vice Chairman of the Board and President and Chief Operating
Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY
Life Insurance Company. From 2001 through 2004 he was the Executive Vice
President of Retirement Savings at AIG, as well as Vice Chairman and member
of the Board of Directors of AIG, SunAmerica, following AIG’s acquisition of
American General Corporation in 2001, where he served as Vice Chairman.
12 2026 Proxy Statement
Proposal No. 1 — Election of Directors
Meryl Hartzband
Age: 71
Director Since: May 2019
Independent
Committees:
•Audit (Chair)
•Executive
•Investment Policy
•Technology and Cyber
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Finance and Accounting
•Investments
•International
•Mergers and Acquisitions
•Corporate Governance
•Business Operations
•Legal/Regulatory
•Risk Management
Background:
Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital
(“Stone Point”), where she also served as the firm’s Chief Investment Officer.
Previously, from 1982 to 1999, she served as Managing Director at J.P.
Morgan & Co., specializing in private equity investments in the financial
services industry. Ms. Hartzband currently serves on the Board of Directors at
Conning Holdings, Ltd., a global investment management firm with $214
billion in assets under management, Generali Investment Holdings, a
holding company for various asset management firms, and Octagon Credit
Investors, LLC, a CLO manager with $34 billion in assets under management.
She formerly served on the Board of Directors of Greenhill & Co. (which was
acquired by Mizuho Financial Group, Inc. in November 2023). She has
previously been a director at The Navigators Group, Inc., Travelers Property
Casualty Corp., AXIS Capital Holdings Limited, ACE Limited and numerous
portfolio companies of Stone Point. Ms. Hartzband holds a Bachelor of Arts
degree with honors from Cornell University College of Arts and Sciences and
a Master of Business Administration with honors in Finance from Columbia
Graduate School of Business.
2026 Proxy Statement 13
Proposal No. 1 — Election of Directors
Laura Hay
Age: 63
Director Since: August 2025
Independent
Committees:
•Audit
•Risk Management
Qualifications and Skills:
•Insurance/Reinsurance
Industry Experience
•Sustainability
•Risk Management
•Legal/Regulatory
•Finance and Accounting
•Corporate Governance
•International
•Mergers & Acquisitions
Background:
Ms. Hay retired as Global Head of Insurance at KPMG LLP in 2023 where she
led a global team across 90 countries. Ms. Hay served in various executive
leadership positions over the course of her 30-year tenure at KPMG, across
audit, advisory, and actuarial services, and was a member of the firm’s
Corporate and Foundation Boards. Ms. Hay has extensive experience
serving on public and not-for-profit Boards and currently serves on the
Board of Directors at MetLife, Inc., Hippo Insurance and Girl Scouts of
Greater New York. She holds a B.S. in Mathematics and Statistics from the
University of California, Berkeley, and is a Fellow of the Society of Actuaries
and a Member of the American Academy of Actuaries.
14 2026 Proxy Statement
Proposal No. 1 — Election of Directors
John Howard
Age: 59
Director Since: March 2025
Independent
Committees:
•Audit
•Compensation (Chair)
•Nominating and Governance
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Finance and Accounting
•Corporate Governance
•Business Operations
•Mergers & Acquisitions
•Risk Management
•Claims
•Investments
Background:
Mr. Howard retired as CEO of Truist Insurance Holdings (“TIH”) in 2025 and
currently serves as Vice Chair of CRC Group, a brokerage and underwriting
specialty insurance distributor. Between December 2019 and May 2024, he
served as Chairman and CEO of TIH and as Senior Executive Vice President of
Truist Financial Corporation beginning in August 2021. Starting in
September 2004, Mr. Howard served in several senior executive positions at
TIH and its predecessors and subsidiaries, including President, Insurance
Services at BISYS Group, Inc., President and Chief Executive Officer at Crump
Group, Inc. and Senior Executive Vice President of Truist Financial
Corporation. Prior to that, Mr. Howard served in executive leadership
positions at Prudential Financial, Inc., Conseco, Inc. and General Electric
Company. He currently serves on the Board of Directors of Compre Group, a
privately held global specialty reinsurance company. He also serves on the
Council of Insurance Agents and Brokers and The Institutes. Mr. Howard holds
a Bachelor of Arts in Economics from Columbia University and a Master of
Business Administration from Duke University, Fuqua School of Business.
2026 Proxy Statement 15
Proposal No. 1 — Election of Directors
Allen Levine
Age: 57
Director Since: June 2025
Independent
Committees:
•Compensation
•Investment Policy
•Risk Management
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Sustainability
•Risk Management
•Legal/Regulatory
•Finance and Accounting
•Corporate Governance
•Business Operations
•International
•Investments
•Mergers & Acquisitions
Background:
Mr. Levine is Co-Founder and Executive Chairman of Global Atlantic, a
leading insurance company and wholly owned subsidiary of KKR & Co. Inc.,
where he is a Partner. Between 2013 and 2025, Mr. Levine was Chairman and
CEO of Global Atlantic, where he led the firm’s evolution and growth strategy,
achieving significant scale across diverse markets globally and $190B of
assets under management. Mr. Levine currently serves on the Board of
Directors at the American Council of Life Insurers, the Advisory Board for the
Tamer Center for Social Enterprise at Columbia Business School and the
Board of the Nantucket Boys & Girls Club. Additionally, Mr. Levine has served
as Director at Partnership for New York City since 2017. Prior to that, he
served as CEO of Goldman Sachs Reinsurance Group from 1997 to 2013,
where Global Atlantic was established. He served on the Board of Directors at
Essent Group, Ltd. from 2000 to 2025 and on Essent US Holdings, Inc. from
2009 to 2019. Mr. Levine holds a B.S. from Miami University (Ohio) and an
M.B.A. from Columbia Business School.
16 2026 Proxy Statement
Proposal No. 1 — Election of Directors
Hazel McNeilage
Age: 69
Director Since: November 2022
Independent
Committees:
•Audit
•Risk Management
•Technology and Cyber (Chair)
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•International
•Information Technology/
Cybersecurity
•Finance and Accounting
•Human Capital
Management
•Investments
•Corporate Governance
•Business Operations
•Legal/Regulatory
•Risk Management
•Sustainability
Background:
Ms. McNeilage retired as the Regional Managing Director, EMEA of
Northern Trust Asset Management, a role in which she served from
2015-2018. She also served as Director of Northern Trust Global Investment
Ltd. Previously, she held various executive roles in global investment
management at Principal Financial, including Global Head of Distribution
and Head of International Investments, and she was part of the executive
team that successfully navigated the business through the financial crisis.
Earlier in her career, Ms. McNeilage served as Head of Investment
Consulting for Asia Pacific with Towers Perrin. She currently serves as an
independent non-executive director and Chair of the Human Capital &
Compensation Committee of Reinsurance Group of America (“RGA”). She
also serves on the boards of directors of RGA’s Bermuda based subsidiaries,
RGA Americas Reinsurance Company Ltd. and RGA Global Reinsurance
Company Ltd. She was formerly a director of AITi Global, previously
Alvarium Tiedemann Holdings and on the advisory board of 9th Gear
Technologies. Ms. McNeilage is a Fellow of both the Institute and Faculty of
Actuaries (UK) and the Institute of Actuaries of Australia. She earned
certificates from Carnegie Mellon University and Harvard University in
cybersecurity, a certificate from Massachusetts Institute of Technology in
artificial intelligence, and she is a Board Leadership Fellow of the National
Association of Corporate Directors. Ms. McNeilage earned a Bachelor of
Science (Hons.) degree from the University of Lancaster, England.
2026 Proxy Statement 17
Proposal No. 1 — Election of Directors
Darryl Page
Age: 65
Director Since: May 2025
Independent
Committees:
•Audit
•Risk Management
•Technology and Cyber
Qualifications and Skills:
•Executive Leadership
•Insurance Industry
Experience
•Claims
•Human Capital
Management
•Risk Management
•Legal/Regulatory
•Corporate Governance
•Business Operations
•International
•Investments
•Mergers & Acquisitions
Background:
Prior to retiring in 2025, Mr. Page served as Vice President and Chief Culture
Officer of Chubb Ltd. (“Chubb”) starting in January 2023. Prior to that, he
served as Division President of International Personal Lines at Chubb between
2012 and 2022 where he led a profitable, multi-billion-dollar portfolio and
operations in 52 countries, driving the company’s international insurance
expansion across Europe, Latin America and Asia. Mr. Page also established
and led the agency distribution strategy for Chubb Overseas General,
generating over a billion dollars in profitable growth. Previously, Mr. Page
served in various insurance leadership positions, including as the President of
Personal Insurance at Fireman’s Fund, an Allianz Company, as well as at
Allstate, where he spent three decades across underwriting product
management, distribution, and general management. He currently serves as a
Trustee, Treasurer and Chair-Elect on the Board of Dominican University of
California, and he holds a BS, Economics from Santa Clara University.
18 2026 Proxy Statement
Proposal No. 1 — Election of Directors
Roger M. Singer
Age: 79
Director Since: February 2010
Independent
Committees:
•Audit
•Compensation
•Nominating and Governance
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•Corporate Governance
•Finance and Accounting
•International
•Legal/Regulatory
•Mergers & Acquisitions
•Claims
•Business Operations
Background:
Mr. Singer was elected as director of Everest Reinsurance (Bermuda), Ltd.
(“Bermuda Re”) and Everest International Reinsurance, Ltd. (“International Re”),
both Bermuda subsidiaries of the Company, on January 17, 2012. Mr. Singer,
currently retired, was the Senior Vice President, General Counsel, and
Secretary to OneBeacon Insurance Group LLC (formerly known as CGU
Corporation) and its predecessors, CGU Corporation and Commercial Union
Corporation, from August 1989 through December 2005. He continued to
serve as director and consultant to OneBeacon Insurance Group LLC and its
twelve subsidiary insurance companies through 2006. Mr. Singer served with
the Commonwealth of Massachusetts as the Commissioner of Insurance from
July 1987 through July 1989 and as First Deputy Commissioner
of Insurance from February 1985 through July 1987. He has also held various
positions in state and federal government, including Assistant Secretary, Office
of Consumer Affairs and Business Regulation, Commonwealth of
Massachusetts, Assistant Attorney General, Office of the Massachusetts
Attorney General and Staff Attorney, Federal Trade Commission.
2026 Proxy Statement 19
Proposal No. 1 — Election of Directors
Jim Williamson,
President & CEO
Age: 52
Director Since: January 2025
Non-Independent
Committees:
•Executive
•Investment Policy
•Risk Management
•Technology and Cyber
Qualifications and Skills:
•Executive Leadership
•Insurance/Reinsurance
Industry Experience
•International
•Finance and Accounting
•Risk Management
•Business Operations
•Legal/Regulatory
•Mergers and Acquisitions
•Claims
•Marketing and Branding
Background:
Mr. Williamson has served as President and Chief Executive Officer of the
Company since January 2025. Previously, Mr. Williamson served as Executive
Vice President and Group Chief Operating Officer of the Company, a position
he held since joining Everest in 2020. In May 2021, Mr. Williamson also took on
additional responsibilities as Head of Reinsurance for Everest and in March
2024, his role was expanded to include leadership of Everest’s global
reinsurance and insurance businesses. In April 2024, Mr. Williamson was
elected as the Chair of the Reinsurance Association of America. Prior to joining
Everest, Mr. Williamson spent seven years with Chubb in various positions,
including as Division President, North America Small Business from January
2016 until September 2020. Mr. Williamson also spent over eight years at The
Hartford Financial Services Group, Inc. (“The Hartford”), where he began his
insurance career as a casualty underwriter and later led the underwriting and
service operation for the small business insurance franchise. Over the years, at
The Hartford, Chubb and now Everest, Mr. Williamson has worked in all
aspects of the property and casualty, commercial and consumer lines industry,
both in the United States and internationally, running large and successful
businesses. He has also had functional responsibilities for actuarial, technology
and claims organizations during his career. Mr. Williamson holds an Master of
Business Administration from The Wharton School at the University of
Pennsylvania and a Bachelor of Science degree from Bryant University.
20 2026 Proxy Statement
Proposal No. 2 — Appointment of Independent Auditors
Proposal No. 2 — Appointment Of Independent Auditors
The Board recommends that you vote FOR the appointment of KPMG, an independent registered public accounting
firm, as the Company’s independent auditor for the fiscal year ending December 31, 2026 and the authorization of the
Board acting by the Audit Committee of the Board to determine the independent auditor’s remuneration. Proxies will be
so voted except to the extent that shareholders specify otherwise in their proxies.
The Audit Committee has evaluated the qualifications and independence of KPMG and has recommended their
appointment as the Company’s independent auditor for the fiscal year ending December 31, 2026. In making its
recommendation, the Audit Committee has reviewed both the audit scope and estimated fees for professional services
for the coming year. Representatives of KPMG will be present at the 2026 AGM, will have the opportunity to make a
statement if they so desire and will be available to respond to appropriate questions from shareholders.
2026 Proxy Statement 21
Proposal No. 3 — Non-Binding Advisory Vote on Executive Compensation
Proposal No. 3 — Non-Binding Advisory Vote On Executive
Compensation
The Board recommends that you vote FOR the non-binding advisory approval of the Named Executive Officers’
compensation. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. Proxies
given by beneficial holders to shareholders of record may not be so voted unless beneficial holders specify a vote in
their proxies.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables shareholders
to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers as
disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act.
As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis”, the
Company’s executive compensation program is designed to attract, reward and retain talented executives whose abilities
are critical to the success of the Company and its long-term goals of profitability and strong shareholder returns. Please
read the “Compensation Discussion and Analysis” section for additional details about our executive compensation
programs, including information about the fiscal year 2025 compensation of our Named Executive Officers.
Shareholders are being asked to indicate their support for the Company’s Named Executive Officer compensation
as described in this Proxy Statement, which includes the “Compensation Discussion and Analysis” section and the
compensation tables and related narrative disclosure. This proposal, commonly known as a “Say on Pay” proposal, gives
shareholders the opportunity to express their views on our Named Executive Officers’ compensation. In 2025, this
proposal received the support of 94% of votes cast. This vote is not intended to address any specific item of
compensation, but rather the overall compensation of the Company’s Named Executive Officers and the philosophy,
policies and practices described in this Proxy Statement. Accordingly, the Board recommends that you vote “FOR” on an
advisory basis the compensation of the Named Executive Officers.
The Company annually presents its shareholders with a say on pay proposal. The next non-binding, advisory vote on
NEO compensation will be held at the Annual General Meeting in 2027.
You have the opportunity to vote for, against or abstain from voting on the following resolution related to executive
compensation:
RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is
hereby APPROVED.
The say on pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the
Board. However, the Board and the Compensation Committee value the opinions of the Company’s shareholders and
will review the voting results and consider shareholder concerns.
(1) 271,222 Common Shares (included in this total) were granted after December 31, 2025 subject to awards under the 2020 Plan and 2003 Director Plan
granted in February 2026. All outstanding awards are in the form of restricted share awards and performance share units. For the avoidance of doubt,
there are no outstanding stock options or stock appreciation rights (“SARs”) and there are no outstanding awards under the 2009 Director Plan. For
additional information regarding outstanding awards under the Company’s equity compensation plans as of December 31, 2025, please refer to the
section of this proxy statement below titled “Securities Authorized for Issuance under Equity Compensation Plans.”
(2) Amount reflects Total Shares Available for Grant after the issuance 213,350 restricted share awards under the 2020 Plan, 10,560 restricted share awards
under the 2003 Director Plan and 47,312 performance share units at target performance level under the 2020 Plan, all of which were granted after
December 31, 2025.
22 2026 Proxy Statement
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
Proposal No. 4 — Approval Of An Amendment To The Everest
Group, Ltd. 2020 Stock Incentive Plan.
The Board recommends that you vote FOR the approval of the First Amendment to the Everest Group, Ltd. 2020 Stock
Incentive Plan to be effective upon shareholder approval. Proxies given by shareholders of record will be so voted unless
the shareholders specify otherwise in their proxies. Proxies given by beneficial holders to shareholders of record may not
be so voted unless beneficial holders specify a vote for approval in their proxies.
The Everest Group, Ltd. 2020 Stock Incentive Plan (the “2020 Plan”) was first adopted by the Board on February 27, 2020
and approved by the Company’s shareholders on May 11, 2020.
On February 26, 2026, the Board adopted the First Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan (the
“First Amendment”), subject to approval by the Company’s shareholders. The First Amendment will become effective
immediately upon approval by the shareholders. The Board adopted the First Amendment to increase the number of
shares of Common Stock available for issuance under the 2020 Plan (the 2020 Plan, as amended by the First
Amendment, the “Amended Plan”). If the First Amendment is approved by the Company’s shareholders, the number of
Common Shares available for delivery under the Amended Plan as of March 16, 2026 will increase by 812,000 shares
from 233,455 to 1,045,455. The anticipated practical impact of this increase will be to allow the Board to continue to
grant awards under the Amended Plan for approximately three to four years without need for further amendment. This
estimate is based on the Company’s three-year average annual rate of grants of 255,148 Common Shares per year, and
assumes that future grants will be generally consistent with past practice, and adjusted to reflect anticipated changes to
the Company’s business. The actual number of years for which the additional Common Shares will be sufficient may be
influenced by various factors, including changes in our grant practices, business and market conditions, our stock price,
and tax, legal and regulatory developments.
The Board recommends shareholders approve the First Amendment, because the Board believes it is important for
employees and others providing services to the Company and its subsidiaries to have an equity interest in the Company
so that their interests are aligned with shareholder interests. Following approval by the shareholders, the Company
intends to register the shares issued under the First Amendment with the U.S. Securities and Exchange Commission (the
“SEC”). On March 16, 2026, the closing sale price of the Common Shares as reported on the New York Stock Exchange
was $320.52 per share.
Modest Shareholder Dilution1
The following table shows the Company’s potential dilution (referred to as “overhang”) levels, based on the Company’s
“Total Potential Overhang,” which includes our request for 812,000 Common Shares to be approved for grants under the
Amended Plan, and our “Common Shares Outstanding.” These requested shares represent approximately 4.30% of our
outstanding Common Shares, calculated as described in the table below. All data in the table is based upon shares
remaining available for grant under the 2020 Plan, the Company’s 2009 Stock Option and Restricted Stock Plan for Non-
Employee Directors (the “2009 Director Plan”) and the Company’s 2003 Non-Employee Director Equity Compensation
Plan, as amended, (the “2003 Director Plan”) and awards issued and outstanding under the 2020 Plan and 2003 Director
Plan, in each case as of March 16, 2026:
Total Equity Grants Outstanding1 | 610,108 |
Total Shares Available for Grant2 | 510,029 |
Additional Shares Requested | 812,000 |
Total Potential Overhang | 1,932,137 |
Common Shares Outstanding | 44,886,259 |
Potential Dilution of 1,932,137 Additional Common Shares as a Percentage of Common Shares Outstanding | 4.30% |
Market Closing Price of Common Stock | $320.52 |
2026 Proxy Statement 23
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
The following summary of the material terms of the Amended Plan is qualified in its entirety by the full text of the
Amendment, a copy of which is attached as Appendix B to this Proxy Statement, and the 2020 Plan which was filed as
Appendix A to the 2020 Proxy Statement on April 9, 2020.
Amended Plan Highlights
Plan Administration
The Amended Plan is administered by a committee of the Board (the “Committee”), which is required under the terms of
the Amended Plan to consist of two or more non-employee directors. The Board has designated the Compensation
Committee as the Committee to administer the Amended Plan. The Committee has the authority to grant any type or
combination of types of awards under the Amended Plan.
The Committee may delegate all or any portion of its responsibilities or powers under the Amended Plan to persons
selected by it. The Committee may also delegate to officers of the Company discretionary authority with respect to
substantial decisions or functions regarding the Amended Plan or awards, including decisions regarding the timing,
eligibility, pricing, amount or other terms of an award, provided such awards are not made to insiders, who are defined
as persons subject to Section 16 of the Exchange Act.
Eligibility
Awards may be granted under the Amended Plan to any person, including any director of the Company, who is an
employee of the Company or certain of its subsidiaries or a consultant or advisor who (other than non-employee
directors) provides bona fide services for the Company or certain of its subsidiaries, provided that such services are not
in connection with the offer or sale of securities of the Company or certain of its subsidiaries in a capital raising
transaction. The Committee selects who will receive awards, the types of awards to be granted and the applicable terms,
conditions, performance criteria, restrictions and other provisions of such awards.
General
The Amended Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights
(“SARs”), restricted stock, and stock awards. The purpose of the Amended Plan, and the First Amendment in particular, is
to benefit the Company, its subsidiaries and its shareholders by encouraging high levels of performance by individuals
who are key to the success of the Company and its subsidiaries and to enable the Company to attract, motivate and
retain talented and experienced individuals essential to its success.
As of March 16, 2026, approximately 1,000 employees of the Company would be eligible to receive awards under the
Amended Plan, subject to the power of the Committee to determine the eligible employees and other persons to whom
awards would be granted. As of March 16, 2026, the total number of shares that may be granted under the Amended
Plan, following the First Amendment is 1,045,455, including an additional 812,000 shares made available for issuance
pursuant to the First Amendment. Any shares allocated to an award under the Amended Plan that expires, lapses or is
forfeited or terminated for any reason without issuance of the shares will be available for new awards to be granted
under the Amended Plan. However, shares subject to an award under the Amended Plan may not again be made
available for issuance if such shares are: (i) shares used to satisfy the applicable tax withholding obligation; (ii) shares
tendered as payment for an option exercise; (iii) shares repurchased by the Company using stock option exercise
proceeds; or (iv) shares that were subject to a share-settled SAR and were not issued or delivered upon the net
settlement of such SAR. No awards may be granted under the Amended Plan after the ten-year anniversary of the
effective date of the 2020 Plan (i.e., the date that shareholders approved the 2020 Plan).
The following additional limitations will apply to awards under the Amended Plan: (1) no more than 350,000 shares may
be issued for options and SARs granted to any one individual in any calendar year; (2) no more than 1,000,000 shares
may be issued for options intended to be Incentive Stock Options; and (3) for restricted stock, stock awards and
performance stock awards, no more than 350,000 shares of stock may be delivered pursuant to such awards granted to
any one participant during any one calendar-year period.
Further, any benefits granted under the Amended Plan under any award may not become exercisable, vest or be settled,
in whole or in part, prior to the one-year anniversary of the date of grant except (i) with regard to death, disability,
termination of employment and/or change of control, and (ii) up to 5% of the aggregate number of shares authorized for
issuance under the Amended Plan may be issued pursuant to awards subject to any, or no, vesting conditions, as the
Committee determines appropriate.
The shares with respect to which awards may be made under the Amended Plan may be shares that are currently
authorized but unissued, or currently held or subsequently acquired by the Company as treasury shares, including shares
purchased in the open market or in private transactions.
The Committee may grant any combination of stock options (both incentive and non-qualified), SARs, restricted stock or
stock awards. The number of shares subject to an award and any other restrictions that are deemed appropriate by the
24 2026 Proxy Statement
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
Committee for a particular type of award, to particular individuals or in particular circumstances, will be included in the
individual award document reflecting the grant of the award to the recipient and setting forth specific terms and
conditions of the award (the “Award Agreement”).
The Amended Plan contains provisions relating to adjustments of the terms of outstanding awards to reflect changes in
the Company’s capitalization or shares or the occurrence of specified events. The number of shares that may be acquired
under the Amended Plan, the maximum number of shares that may be delivered pursuant to awards, and such other
terms as are necessarily affected by such specified events are subject to equitable adjustment in the event of a stock
dividend, stock split, recapitalization, merger, consolidation (whether or not Everest Group, Ltd. is the surviving
corporation), reorganization, combination or exchange of Shares or similar events.
Except as otherwise provided by the Committee, awards under the Amended Plan will only be transferable to the extent
designated by the participant by will or by laws of descent and distribution.
Stock Options
The Committee may grant options to purchase shares which may be either incentive stock options or non-qualified stock
options. The exercise price of shares under each option will be equal to the fair market value of a share on the date the
option is granted (which is generally defined as the average of the highest and lowest trading price on the relevant date).
Except for reductions approved by our shareholders or adjustment for business combinations, the exercise price of a
stock option may not be decreased after the date of grant nor may a stock option be surrendered to us as consideration
for the grant of a replacement stock option with a lower exercise price. Except as approved by our shareholders, stock
options granted under the Amended Plan may not be surrendered to the Company in consideration for a cash payment
or grant of any other award if, at the time of such surrender, the exercise price of the option is greater than the then
current fair market value of the share. Options granted under the Amended Plan will be exercisable in accordance with
the terms established by the Committee. The full purchase price of each share purchased upon the exercise of any
option must be paid at the time of exercise pursuant to one of the methods described below. The Committee, in its
discretion, may impose such conditions, restrictions and contingencies on shares acquired pursuant to the exercise of an
option as the Committee determines to be desirable.
Stock Appreciation Rights
The Committee may grant an SAR in connection with all or any portion of an option as well as independent of any option
grant. An SAR entitles the participant to receive the amount by which the fair market value of a specified number of
shares on the exercise date exceeds an exercise price established by the Committee, which exercise price will be equal
to the fair market value of the shares of Stock at the time the stock appreciation right is granted. The excess amount will
be payable in shares, in cash or in a combination thereof, as determined by the Committee. Except for reductions
approved by our shareholders or adjustment for business combinations, the exercise price of a stock appreciation right
may not be decreased after the date of grant nor may a stock appreciation right be surrendered to us as consideration
for the grant of a replacement stock appreciation right with a lower exercise price. Except as approved by our
shareholders, stock appreciation rights granted under the Amended Plan may not be surrendered to the Company in
consideration for a cash payment or grant of any other award if, at the time of such surrender, the exercise price of the
stock appreciation right is greater than the then current fair market value of the share. The Committee, in its discretion,
may impose such conditions, restrictions and contingencies on the shares acquired pursuant to the exercise of an SAR as
the Committee determines to be desirable.
Stock Awards
The Committee may grant of one or more shares of stock or a right to receive one or more shares of stock in the future,
subject to one or more of the following as determined by the Committee:
•The Committee may grant Stock Awards that are contingent on the achievement of performance or other
objectives during a specified period.
•The Committee may grant Stock Awards subject to a risk of forfeiture or other restrictions that lapse upon the
achievement of one or more goals relating to completion of service by the participant, or the achievement of
performance or other objectives.
Any Stock Awards will be subject to such other conditions, restrictions and contingencies as the Committee determines.
Payment Provisions
The Amended Plan permits the payment of the option exercise price or award price in cash or, at the Committee’s
discretion, with shares valued at their fair market value, or with a combination of such shares and cash. Shares may only
be used for payment, however, if they have been held by the participant for at least six months and meet any other
requirements established by the Committee. Other lawful consideration may also be applied to the purchase or exercise
price of an award under the Amended Plan, to the extent authorized by the Committee and as may be permitted under
relevant state or Bermuda law. The Amended Plan also permits payment of the exercise price in accordance with a
2026 Proxy Statement 25
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
cashless exercise program under which, pursuant to a recipient’s direction, shares are issued directly to the recipient’s
broker or dealer upon receipt of the exercise price in cash from the broker or dealer.
Shares held by a participant may also be used to discharge tax withholding obligations related to the exercise of options
or the receipt of other awards to the extent authorized by the Committee.
Change of Control
In the event of a “Change of Control” of the Company (as defined in the Amended Plan), in addition to any action
required or authorized by the terms of an Award Agreement, the Committee may, in its sole discretion, recommend that
the Board takes any of the following actions as a result, or in anticipation, of any such event to assure fair and equitable
treatment of participants:
•accelerate time periods for purposes of vesting in, or realizing gain from, any outstanding award made pursuant
to the Amended Plan;
•offer to purchase any outstanding award made pursuant to the Amended Plan from the holder for its equivalent
cash value, as determined by the Committee, as of the date of the Change of Control; or
•make adjustments or modifications to outstanding awards as the Committee deems appropriate to maintain
and protect the rights and interests of participants following such Change of Control.
Any such action approved by the Board shall be conclusive and binding on the Company and all participants.
Amendment and Termination
The Board may at any time amend, suspend or discontinue the Amended Plan, in whole or in part. The Committee may
at any time alter or amend any or all Award Agreements under the Amended Plan to the extent permitted by law, but no
such alteration or amendment shall impair the rights of any holder of an award without the holder’s consent.
United States Income Tax Consequences of the Amended Plan
The following paragraphs provide a general summary of the U.S. federal income tax consequences of the Amended Plan
based upon current law, which is subject to change. State, local or foreign tax consequences are beyond the scope of
this summary. In addition, this summary is necessarily general and does not describe all possible federal income tax
effects to particular recipients of awards under the Amended Plan or to the Company in all circumstances.
Non-qualified Stock Options
The grant of a non-qualified option will not result in taxable income to the participant. Except as described below, the
participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of
the shares acquired over the exercise price for those shares. Gains or losses realized by the participant upon disposition
of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of
the shares at the time of exercise. Special rules will apply if the participant uses previously owned shares to pay some or
all of the option exercise price.
Incentive Stock Options
The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive
stock option will not result in taxable income to the participant provided that the participant was, without a break in
service, an employee of the Company during the period beginning on the date of the grant of the option and ending on
the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as
that term is defined in the Code). Special rules will apply if the participant uses previously owned shares to pay some or
all of the option exercise price.
The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise
price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the
tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative
minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the
participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.
If the participant does not sell or otherwise dispose of the stock within two years from the date of the grant of the
incentive stock option or within one year after the transfer of such stock to the participant, then, upon disposition of such
shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain. A capital loss
will be recognized to the extent that the amount realized is less than the exercise price.
If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the
time of the disposition of the shares in an amount equal to the lesser of (i) the excess of the fair market value of the shares
on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the
shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any
26 2026 Proxy Statement
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize
no income and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon
the disposition of the shares.
Stock Appreciation Rights
The grant of an SAR will not result in taxable income to the participant. Upon exercise of an SAR, the amount of cash or
the fair market value of shares received will be taxable to the participant as ordinary income. Gains and losses realized by
the participant upon disposition of any such shares will be treated as capital gains and losses, with the basis in such
shares equal to the fair market value of the shares at the time of exercise.
Stock Awards
A participant who has been granted a stock award will not realize taxable income at the time of grant, and the Company
will not be entitled to a deduction at that time, if the grant is subject to a risk of forfeiture or other restrictions that will
lapse upon the achievement of other objectives, assuming that the restrictions constitute a “substantial risk of forfeiture”
for U.S. income tax purposes. Upon the later of the delivery of or vesting of shares subject to an award, the holder will
realize ordinary income in an amount equal to the then fair market value of those shares. Gains or losses realized by the
participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal
to the fair market value of the shares at the time of vesting.
Withholding of Taxes
The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise
provided by the Committee, participants may have shares withheld from awards or may tender previously owned shares
to the Company to satisfy tax withholding requirements. The shares withheld from awards may generally only be used to
satisfy the Company’s minimum statutory withholding obligation.
Tax Deduction
Everest Group, Ltd. is not subject to U.S. income taxes. However, if an award is granted to a participant employed by a
subsidiary that is a U.S. taxpayer, the subsidiary will be entitled to a deduction equal to the amount of income includible
in the participant’s income provided that such amount constitutes an ordinary and necessary business expense to the
subsidiary and is reasonable in amount.
A U.S. income tax deduction will generally be unavailable for annual compensation in excess of $1 million paid to any of
the five most highly compensated officers of a public corporation.
Certain awards under the Amended Plan may be subject to tax rules that apply to nonqualified deferred compensation
plans. If an award is subject to those rules, and fails to conform to them, the recipient may have accelerated recognition
of taxable income, and may also become liable for interest and tax penalties. Failure to satisfy the rules will not have an
adverse tax effect on the Company. The Company intends that, to the extent that awards are subject to the deferred
compensation rules, the awards will be structured to satisfy those rules.
Change of Control
Any acceleration of the vesting or payment of awards under the Amended Plan in the event of a Change of Control in the
Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the
Code, which may subject the participant to a 20% excise tax and preclude deduction by a subsidiary.
Tax Advice
The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and
the discussion does not purport to be a complete description of the U.S. income tax aspects of the Amended Plan. A
participant may also be subject to state and local taxes in connection with the grant of awards under the Amended Plan.
The Company is not providing, and cannot provide tax advice to participants, and therefore advises participants to
consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in
their personal circumstances.
ERISA
The Amended Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended
and is not intended to be qualified under Section 401 of the Internal Revenue Code.
This summary of the Amended Plan is qualified in its entirety by the full text of the Amended Plan, a copy of which is
attached as Appendix B to this Proxy Statement.
(1) Includes outstanding performance share units as of December 31, 2025
(2) Includes 257,408 shares related to previous grants under the 2020 Plan that were forfeited by participants and became eligible for future issuance under
the terms of the 2020 Plan
(2)
2026 Proxy Statement 27
Proposal No. 4 — Amendment to the 2020 Stock Incentive Plan
Registration of Common Shares issued under the Amended Plan
The Company intends that the additional Common Shares covered by the First Amendment will be registered under the
Securities Act of 1933, as amended. Such registration will, in most cases, permit the unrestricted resale in the public
market of shares issued pursuant to the Amended Plan.
New Plan Benefits
Because benefits under the Amended Plan are discretionary and depend on the Compensation Committee’s actions and
the fair market value of the Company’s Common Shares at various future dates, it is not possible to determine at this time
all of the benefits that might be received by employees, directors and consultants if the First Amendment is approved by
stockholders.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes, as of December 31, 2025, information about compensation plans under which securities
of the Company are authorized for issuance, including the summary of awards granted and Common Shares available for
issuance under the 2020 Plan:
Equity Compensation Plan Information | |||
Plan Category | Column A | Column B | Column C |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, of warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column A) | |
Equity Compensation Plans Approved by Shareholders | |||
2020 Stock Incentive Plan | 36,2371 | N/A | 481,0612 |
2009 Stock Option and Restricted Stock Plan for Non-Employee Directors | 0 | N/A | 34,617 |
2003 Non-Employee Director Equity Compensation Plan, as amended | 0 | N/A | 252,793 |
2025 Employee Stock Purchase Plan | 0 | N/A | 500,000 |
Equity Compensation Plans Not Approved by Shareholders | |||
None | |||
28 2026 Proxy Statement
The Board of Directors and its Committees
The Board Of Directors And Its Committees
The Board of Directors: Key Skills & Experience
John Amore | William F. Galtney Jr. | John A. Graf | Meryl Hartzband | Laura Hay | John Howard | Allan Levine | Hazel McNeilage | Darryl Page | Roger M. Singer | Jim Williamson | |
Executive Leadership | • | • | • | • | • | • | • | • | • | • | |
Insurance Industry Experience | • | • | • | • | • | • | • | • | • | • | • |
Reinsurance Industry Experience | • | • | • | • | • | • | • | • | • | • | |
Claims | • | • | • | • | • | • | |||||
Human Capital Management | • | • | • | ||||||||
Sustainability | • | • | • | • | |||||||
Risk Management | • | • | • | • | • | • | • | • | • | • | |
Legal/ Regulatory | • | • | • | • | • | • | • | • | • | • | |
Finance and Accounting | • | • | • | • | • | • | • | • | • | • | |
Corporate Governance | • | • | • | • | • | • | • | • | • | • | |
Business Operations | • | • | • | • | • | • | • | • | • | • | |
International | • | • | • | • | • | • | • | • | • | • | |
Investments | • | • | • | • | • | • | • | ||||
Mergers & Acquisitions | • | • | • | • | • | • | • | • | • | ||
Information Technology/ Cybersecurity | • | ||||||||||
Marketing & Branding | • | • |
2026 Proxy Statement 29
The Board of Directors and its Committees
Corporate Governance
The Company’s commitment to strong corporate governance helps us compete effectively, sustain our success amid
volatile operating conditions and build long-term shareholder value.
Role of the Board
Governance is a continuing focus at the Company, starting with the Board and extending to management and all
employees. The Board reviews the Company’s policies and business strategies and advises and counsels the CEO and
the other executive officers who manage the Company’s businesses. In addition, we solicit feedback from our
shareholders and engage in discussions with various other stakeholders on governance issues and improvements.
Board Committees and Their Roles
The Board conducts its business through its meetings and meetings of its committees. The Board maintains Audit,
Nominating and Governance, Compensation, Executive, Investment Policy, Risk Management and Technology and
Cyber Committees. NYSE listing standards require that each of the Audit, Compensation and Nominating and
Governance Committees consist entirely of independent directors with written charters addressing such committee’s
purpose and responsibilities and that the performance of such committees be evaluated annually.
•Audit Committee
The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, the
Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and
independence and the performance of the Company’s internal audit function.
•Compensation Committee
The Compensation Committee is primarily responsible for discharging the Board’s responsibilities relating to
the compensation of the Company’s officers at the level of Senior Vice President and above, as well as the
Treasurer, Secretary and Chief Internal Audit Officer; reviewing the Compensation Discussion and Analysis with
management; and evaluating whether compensation arrangements create risks to the Company. The
Compensation Committee Charter further includes oversight of human capital management as part of the
Compensation Committee’s responsibilities.
•Executive Committee
The Executive Committee was created to engage in special projects at the behest of the full Board, as well as
serve as the Board’s delegated representative on emergent matters when a full convening of the Board is
impractical.
•Nominating and Governance
The Nominating and Governance Committee is charged with annually determining the appropriate size of the
Board, identifying individuals qualified to become new Board members consistent with the criteria adopted by
the Board in the Corporate Governance Guidelines, recommending to the Board the director nominees for the
next annual meeting of shareholders, annually evaluating and recommending to the Board any appropriate
changes to the Corporate Governance Guidelines and overseeing the Company’s strategy and policies
regarding environmental and social risks, stewardship and sustainability. The Nominating and Governance
Committee also reviews the Board’s governance standards to ensure that they continue to reflect best practices
as articulated by shareholders, observed in peer practices and recommended by advisors.
•Investment Policy Committee
The Investment Policy Committee oversees asset allocation and the selection of external investment managers,
as well as the overall risk profile of the Company’s portfolio. It further oversees the performance of the
Company’s investment portfolio.
•Risk Management Committee
The Risk Management Committee (the “Risk Committee”) was created to oversee the Company’s Enterprise Risk
Management (“ERM”) practices and principles, including identifying, monitoring and overseeing the overall risk
management functions of the Company, establishing the Company’s risk appetite and tolerance levels and
reviewing the Company’s assessment of operational risks. The Risk Committee fosters discussion among
executives and directors on complex underwriting opportunities, strategy, product development, loss
mitigation and hedging strategies as well as emerging risks.
•Technology and Cyber Committee
The primary purpose of the Technology and Cyber Committee is to assist the Board in its oversight of information
technology governance, strategy, delivery and risk management, including cybersecurity, artificial intelligence
and data privacy.
30 2026 Proxy Statement
The Board of Directors and its Committees
The Board operates its committees in a collaborative fashion, with meetings of each committee generally being open to
informational attendance by non-committee Board members and executives. This fosters rigorous discussion, cross-
committee information sharing and risk identification and allows for better-informed oversight.
Membership on Board Committees
Name | Audit | Compensation | Executive | Investment Policy | Nominating and Governance | Risk Management | Technology and Cyber |
John Amore* | • | CHAIR | • | ||||
William F. Galtney Jr.* | • | • | • | CHAIR | |||
John A. Graf* | • | CHAIR | |||||
Meryl Hartzband* | CHAIR | • | • | • | |||
Laura Hay* | • | • | |||||
John Howard* | • | CHAIR | • | ||||
Allan Levine* | • | • | • | ||||
Hazel McNeilage* | • | • | CHAIR | ||||
Darryl Page* | • | • | • | ||||
Roger M. Singer* | • | • | • | ||||
Jim Williamson | • | • | • | • | |||
2025 Meetings | 4 | 5 | 0 | 4 | 4 | 4 | 4 |
*Denotes independent director
During fiscal year 2025, the Board held four regularly scheduled meetings. Each then serving director attended at least
75% of the total number of meetings of the Board and meetings of all committees of the Board on which the director
served, other than Ms. Hay who only served on the Board for four months in 2025. Due to joining after mid-year and
scheduling conflicts with the 2025 meeting calendar set by the Company in a prior year, her attendance was below 75%.
The directors are expected to attend the Annual General Meeting pursuant to the Company’s Corporate Governance
Guidelines. All then serving directors attended the 2025 Annual General Meeting of Shareholders.
Director Independence
The criteria for determining director “independence” are the director independence requirements set forth by the NYSE,
as incorporated into our Corporate Governance Guidelines, which can be found on our Company website at https://
www.everestglobal.com/us-en/investor-relations/governance. No director shall be deemed to be “independent” unless
the Board shall have affirmatively determined that no material relationship exists between such director and the
Company other than the director’s service as a member of the Board or any Board committee of the Company or its
subsidiaries.
Enhanced Audit Committee Independence Requirements
The members of our Audit Committee must meet the following additional independence requirements:
•no director who is a member of the Audit Committee will be deemed independent if such director is affiliated
with the Company or any of its subsidiaries in any capacity, other than in such director’s capacity as a member
of our Board, the Audit Committee or any other Board committee or as an independent subsidiary director; and
•no director who is a member of the Audit Committee will be deemed independent if such director receives,
directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its
subsidiaries, other than fees received in such director’s capacity as a member of our Board, the Audit
Committee or any other Board committee, or as an independent director of any subsidiary of the Company
and fixed amounts of compensation under a retirement plan, including deferred compensation, for prior
service with the Company (provided such compensation is not contingent in any way on continued service).
2026 Proxy Statement 31
The Board of Directors and its Committees
Enhanced Compensation Committee Independence Requirements
The members of our Compensation Committee must meet the following additional independence requirements:
•no director shall be considered independent who:
i.is currently an officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) of the Company or any subsidiary of the Company, or is otherwise employed by the Company or
any subsidiary of the Company;
ii.receives compensation, either directly or indirectly, from the Company or any subsidiary of the
Company, for services rendered as a consultant or in any capacity other than as a director, except for
an amount that does not exceed the dollar amount for which disclosure would be required pursuant to
Item 404(a) of Regulation S-K; or
iii.possesses an interest in any other transaction for which disclosure would be required pursuant to Item
404(a) of Regulation S-K.
In assessing the independence of members of the Compensation Committee, the Board will consider all factors
specifically relevant to determining whether a director has a relationship with the Company that is material to such
member’s ability to be independent from management in connection with his or her duties, including but not limited to
(i) the source of his or her compensation, including any consulting, advisory, or other compensatory fee paid by the
Company to such director and (ii) whether such director is affiliated with the Company, any subsidiary of the Company or
an affiliate of any subsidiary of the Company.
Independence Determination
Our Board has affirmatively determined that Mses. Hartzband, Hay and McNeilage and Messrs. Amore, Galtney, Graf,
Howard, Levine, Page and Singer each meet the criteria for independence for Board members referred to above.
Moreover, all members of the Audit Committee and Compensation Committee meet the further requirements for
independence set forth with respect to those committees.
The Board considered whether these directors had any material relationships with the Company, its affiliates or the
Company’s external auditor and concluded that none of them had a relationship that impaired his or her independence.
The Board based its determination on personal discussions with the directors and a review of each director’s responses
to an annual questionnaire. The questionnaire responses form the basis for reviewing a director’s financial transactions
involving the Company that are disclosed by a director, regardless of the amounts involved in any such transaction. This
annual review is performed in compliance with the Company’s Bye-laws and the Bermuda Companies Act 1981, and the
resulting independence determinations are approved by resolution of the Board. Directors are also subject to the
Company’s Ethics Guidelines, which require full and timely disclosure to the Company of any situation that may result in
a conflict or appearance of a conflict.
Additionally, in accordance with our Corporate Governance Guidelines and the disclosure requirements set forth in Bye-
law 21(b) of the Company’s Bye-laws (which in turn requires compliance with the Bermuda Companies Act 1981), each
director must disclose to the other directors any potential conflicts of interest he or she may have with respect to any
matter under discussion. If a director is disqualified because of a conflict, he or she must refrain from voting on a matter
in which he or she may have a material interest.
32 2026 Proxy Statement
Board Committees
Board Committees
Audit Committee
The principal purposes of the Company’s Audit Committee, as set forth in its Charter, are to oversee the integrity of the
Company’s financial statements and the Company’s compliance with legal and regulatory requirements, oversee the
independent registered public accounting firm, evaluate the independent registered public accounting firm’s
qualifications and independence and oversee the performance of the Company’s internal audit function. The Company’s
Chief Internal Audit Officer reports directly to the Chair of the Audit Committee. The Audit Committee meets with the
Company’s management, Chief Internal Audit Officer and the independent registered public accounting firm, both
separately and together, to review the Company’s internal control over financial reporting and financial statements, audit
findings and significant accounting and reporting issues. The Audit Committee reviews its Charter annually and revises it
as necessary to comply with all applicable laws, rules and regulations. The Audit Committee Charter is available on the
Company’s website at https://www.everestglobal.com/us-en/investor-relations/governance.
No member of the Audit Committee may serve on the Audit Committee of more than two other public companies unless
the Board has determined that such service will not affect such member’s ability to serve on the Company’s Audit
Committee.
Based upon their significant financial experience gained in various leadership and operational roles regarding financial
assessment and reporting, the Board has determined that all members of the Audit Committee are financially literate and
qualify as “audit committee financial experts,” as defined by the rules of the SEC, have accounting or related financial
management expertise as required by NYSE listing standards and are “independent” under SEC rules and NYSE
listing standards.
Audit Committee Report
The Audit Committee has reviewed and discussed with management, which has primary responsibility for the financial
statements, and with KPMG, the Company’s independent auditors for fiscal year 2025, the audited financial statements
for the fiscal year ended December 31, 2025 (the “Audited Financial Statements”). In addition, the Audit Committee has
discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”)
Auditing Standard No. 1301 “Communications with Audit Committees.” The Audit Committee has received the written
disclosures from KPMG, required by applicable requirements of the PCAOB regarding KPMG’s communications with the
Audit Committee concerning independence and has discussed with KPMG its independence. The Audit Committee also
has discussed with Company management and KPMG such other matters and received such assurances from them as
the Audit Committee deemed appropriate. Representatives of KPMG will be present at the 2026 Annual General
Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate
questions from shareholders.
The Audit Committee devoted substantial time in 2025 to discussing with the Company’s independent auditors and
internal auditors the status and operating effectiveness of the Company’s internal control over financial reporting. The
Audit Committee’s oversight involved meetings, both with management, and with the independent auditors outside the
presence of management, to monitor the preparation of management’s report on the effectiveness of the Company’s
internal controls. The meetings reviewed in detail the standards that were established, the content of management’s
assessment and the auditors’ testing and evaluation of the design and operational effectiveness of the internal controls.
As reported in the Company’s Annual Report on Form 10-K for the period ending December 31 2025, filed with the SEC
on February 26, 2026 (the “2025 Form 10-K”), the independent auditors concluded that, as of December 31, 2025, the
Company maintained, in all material respects, effective internal control over financial reporting based upon the criteria
established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Under its Charter and the Company’s “Audit and Non-Audit Services Pre-Approval Policy” (the “Pre-Approval Policy”),
the Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent
auditors. The Pre-Approval Policy mandates specific approval by the Audit Committee for any service that has not
received a general pre-approval or that exceeds pre-approved cost levels or budgeted amounts. For both specific and
general pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on
auditor independence. The Audit Committee also considers whether the independent auditors are best positioned to
provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage
or control risk or improve audit quality. The Audit Committee is also mindful of the relationship between fees for audit
and non-audit services in deciding whether to pre-approve any such services. It may determine, for each fiscal year,
the appropriate ratio between the total amount of audit, audit-related and tax fees and a total amount of fees for
certain permissible non-audit services classified below as “All Other Fees”. All such factors are considered as a whole,
and no one factor is determinative. The Audit Committee further considered whether the performance by KPMG and
where applicable, PricewaterhouseCoopers (“PwC”), of the non-audit related services disclosed below is compatible with
2026 Proxy Statement 33
Board Committees
maintaining their independence. The Audit Committee approved all the audit-related fees, tax fees and all other fees for
2025 and 2024.
The fees billed to the Company by KPMG and by PwC and its worldwide affiliates (the Company’s prior independent
auditor) for fiscal years 2025 and 2024 are as follows:
FY 2025 | FY 2024 | |||
Audit Fees(1) | $7,345,464 | $6,938,684 | ||
Audit-Related Fees(2) | $515,026 | $303,500 | ||
All Other Fees(3) | $17,000 | $— |
(1 Audit fees include the annual audit and quarterly financial statement reviews, internal control audit (as required by the Sarbanes-Oxley Act of 2002),
subsidiary audits and procedures required to be performed by the independent auditors to form an opinion on the Company’s consolidated financial
statements. Audit fees also include statutory audits or financial audits of subsidiaries or affiliates of the Company and services associated with SEC
registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. The
amount shown for FY 2024 includes $950,000 of additional billings for audit services paid to KPMG subsequent to the filing date of the 2025 Proxy
Statement.
(2)Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial
statements; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with
understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit
plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters and assistance with internal control reporting requirements.
(3)All other fees are a technology training session administered by KPMG.
Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Board
the inclusion of the Audited Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2025.
Audit Committee
Meryl Hartzband (Chair)
William F. Galtney Jr.
Laura Hay
John Howard
Hazel McNeilage
Darryl Page
Roger M. Singer
Compensation Committee
The Compensation Committee exercises authority with respect to all compensation and benefits afforded all officers at
the Senior Vice President level and above, and the Company’s Chief Accounting Officer, Treasurer, Chief Internal Audit
Officer and Secretary. In certain cases with respect to equity awards for eligible executive officers, the CEO makes
recommendations to the Compensation Committee for discussion and review. The Compensation Committee also has
oversight responsibilities for all of the Company’s compensation and benefit programs, including administration of the
Company’s shareholder approved 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”) and the Executive
Performance Annual Incentive Plan. The Compensation Committee further oversees all aspects of human capital
management, including succession planning, talent development and employee engagement.
The Compensation Committee adopted a Charter which is available on the Company’s website at https://
www.everestglobal.com/us-en/investor-relations/governance. The Compensation Committee Charter, which is
reviewed annually and revised as necessary to comply with all applicable laws, rules and regulations, provides that the
Compensation Committee may form and delegate authority to subcommittees or to committees of the Company’s
subsidiaries when appropriate. This delegation of authority was not exercised by the Compensation Committee during
2025. Additional information on the Compensation Committee’s processes and procedures for consideration of
executive compensation are addressed in this Proxy Statement under the heading “Compensation Discussion
and Analysis.”
34 2026 Proxy Statement
Board Committees
Compensation Committee Report
Management has the primary responsibility for the Company’s financial statements and reporting process, including the
disclosure of executive compensation. The Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis contained in this Proxy Statement and based on this review and discussion,
recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee
John Howard (Chair)
John Amore
Allan Levine
Gerri Losquadro
Roger M. Singer
Nominating and Governance Committee
The Nominating and Governance Committee is vested with the authority and responsibility to determine the appropriate
size of the Board, to identify and recommend qualified individuals to be nominated as directors of the Company and to
develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company. Further, the
Committee Chairman facilitates discussion of Board governance best practices in conjunction with management. The
Nominating and Governance Committee Charter is available on the Company’s website at https://www.everestglobal.com/
us-en/investor-relations/governance.
Shareholder Nominations for Director
The Nominating and Governance Committee will consider a shareholder’s nominee for director who is proposed in
accordance with the procedures set forth in Bye-law 12 of the Company’s Bye-laws, which is available on the Company’s
website or by mail from the Corporate Secretary’s office. In accordance with this Bye-law, written notice of a
shareholder’s intent to make such a nomination at the 2027 Annual General Meeting of Shareholders must be received
by the Secretary of the Company at the address listed below under “Shareholder and Interested Party Communications
with Directors,” between November 11, 2026 and December 11, 2026. Such notice shall set forth the name and address,
as it appears on the Register of Members, of the shareholder who intends to make the nomination; a representation that
the shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to make such nomination; the class and number of shares of the Company which are
held by the shareholder; the name and address of each individual to be nominated; a description of all arrangements or
understandings between the shareholder and any such nominee and any other person or persons (naming such person
or persons) pursuant to which such nomination is to be made by the shareholder; such other information regarding any
such nominee required to be included in a proxy statement filed pursuant to Regulation 14A under the Exchange Act;
and the consent of any such nominee to serve as a director, if so elected. For shareholders to give timely notice of
nominations for directors for inclusion on a universal proxy card, the notice must be in writing and include information
required by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.
As with any candidate for director, the Nominating and Governance Committee will consider a shareholder candidate
nominated in accordance with the procedures of Bye-law 12 based solely on his/her character, judgment, education,
training, business experience and expertise. In addition to complying with independence standards of the NYSE and
the SEC, candidates for director must possess the highest levels of personal and professional ethics, integrity and
values and be willing to devote sufficient time to perform their Board and committee duties. It is in the Company’s best
interests that the Board be comprised of individuals whose skills, experience, perspectives and expertise complement
those of the other Board members. The objective is to have a Board which, taken as a whole, is knowledgeable in the
areas of insurance/reinsurance markets and operations, accounting (using GAAP and/or statutory accounting practices
for insurance companies), financial management and investment, legal/regulatory, risk (including sustainability risk),
technology (including cyber-risk and artificial intelligence) and any other areas that the Board or any of its committees
deems appropriate in light of the continuing operations of the Company and its subsidiaries. Financial services-related
experience, other relevant prior service, a familiarity with national, international and industry issues affecting the
Company’s operations and a candidate’s background and experience are also among the relevant criteria to be
considered. Following interviews, meetings and such inquiries and investigations determined to be appropriate under
the circumstances, the Nominating and Governance Committee makes its director recommendations to the Board. As a
part of the annual self-evaluation process, the Nominating and Governance Committee assesses its adherence to the
Corporate Governance Guidelines.
2026 Proxy Statement 35
Board Committees
Board Evaluation
The Board conducts an annual performance evaluation under the oversight of the Nominating and Governance
Committee Chair. The evaluation process entails the use of an outside law firm to conduct individual director interviews
covering a wide array of topics that include, among other things, leadership, individual director assessment, training and
Board effectiveness to assist in candid discussions that identify and promote areas for improvement as well as successes.
Upon completion of the individual director interviews, the third-party firm summarizes the directors’ assessments and
individual reviews into a report that is provided to the Chair of the Nominating and Governance Committee for
discussion with the Board.
The Board identifies successes and areas for improvement and establishes goals for the upcoming fiscal year.
Commitment to Sustainability at Everest
Our Company and Board believe that creation of long-term value for our shareholders implicitly requires the enactment
and execution of business practices and strategies that, while delivering competitive returns, also contribute to the
sustainability of the Company and its business. The Board has formally delegated to the Nominating and Governance
Committee oversight of the Company’s sustainability practices. The Company’s Corporate Responsibility Report is
available on the Company’s corporate website.
Risk Management Committee
The Company’s Risk Management Committee (“Risk Committee”) is central to the Board’s risk management function.
Given the nature of insurance as a commercial endeavor addressing risk, the Risk Committee serves a critical role in
protecting the Company’s capital and ensuring management alignment with our shareholders. The Risk Committee
focuses the Board’s attention on the Company’s most critical operational and systemic risk management capabilities. It is
responsible for the general oversight of the Company’s ERM practices, including identifying, monitoring and overseeing
the overall risk management functions of the Company, as well as establishing the Company’s risk appetite and tolerance
levels. The Risk Committee further reviews the Company’s assessment of operational risk. Specific areas that fall within
the purview of this Committee’s risk review include but are not limited to the following:
•underwriting, including complex underwriting and margin improvement opportunities
•capital allocation
•product development
•catastrophe risk
•expansion opportunities
•actuarial pricing and analytics
•de-risking
•loss mitigation and hedging strategies, including strategies involving third-party capital and the Company’s
subsidiary Mt. Logan Re, Ltd. (“Mt. Logan”)
•deep dives into various product lines and whether to expand or discontinue such lines
•timely areas of concern that may arise from time to time during any given quarter or year, such as the impacts of
inflation on claims or invested assets and appropriate risk-management actions to take in response.
Ultimately, the Risk Committee serves as a resource for timely input and robust dialogue among independent directors
and Company executives. It also provides another lens through which to screen undue or inappropriate risk-taking that
may not be aligned with the long-term interests of the Company. Further, it fosters an integrated, enterprise-wide
approach to identifying and managing risk and focusing on improving the quality of risk reporting and monitoring, both
for management and the Board. At least quarterly, this Committee meets and receives updates and detailed reports
from officers of the Company and senior personnel of the Reinsurance and Insurance Divisions, the Chief Underwriting
Officers of both the Insurance and Reinsurance Divisions, the Company’s Group Chief Risk Officer and the Chief
Reserving Actuary.
36 2026 Proxy Statement
Board Committees
Technology and Cyber Committee
The Technology and Cyber Committee of the Board focuses on oversight of information technology governance,
strategy, delivery and risk management, including cybersecurity, artificial intelligence and data privacy.
Specific areas that fall within the purview of the Technology and Cyber Committee’s review include, but are not
limited to, the following:
•data and technology strategy
•emerging technologies, including artificial intelligence
•cybersecurity systems, controls, procedures, threat landscape and strategies
•technology resourcing, including utilization of third party providers
•risk assessment and management strategies and policies related to technology, data security and data privacy
•review of periodic third party assessments of cybersecurity and data privacy strategies
The Technology and Cyber Committee meets at least four times a year and receives updates and detailed reports from
the Group Chief Information Officer, the Group Chief Information Security Officer and other executives, as appropriate.
Corporate Governance Guidelines
The Company and the Board formalize many of our governance practices in the Corporate Governance Guidelines.
The Nominating and Governance Committee reviews and evaluates the Corporate Governance Guidelines periodically.
The text of the Corporate Governance Guidelines is posted on the Governance page on the Company’s website at
https://www.everestglobal.com/us-en/investor-relations/governance.
Ethics Guidelines and Code of Ethics for CEO and Senior Financial Officers
The Company’s Ethics Guidelines guide the Company’s decisions and behavior by seeking to hold all directors, officers
and employees to the highest standards of integrity. The Ethics Guidelines and Index to Compliance Policies are posted
on the Company’s website at https://www.everestglobal.com/us-en/investor-relations/governance.
In addition to being bound by the Ethics Guidelines provisions relating to ethical conduct, conflicts of interest and
compliance with the law, the Company has adopted a Code of Ethics that applies to the CEO, Chief Financial Officer and
senior financial officers in compliance with specific regulations promulgated by the SEC. The text of the Code of Ethics
for the CEO and senior financial officers is posted on the Corporate Governance page on the Company’s website at
https://www.everestglobal.com/us-en/investor-relations/governance.
The Ethics Guidelines and Code of Ethics are also available in print to any shareholder who requests a copy from the
Corporate Secretary at the address below. In the event the Company makes any amendment to or grants any waiver
from the provisions of its Ethics Guidelines or Code of Ethics, the Company intends to disclose such amendment or
waiver on its website within five business days
Shareholder and Interested Party Communications with Directors
We typically reach out annually for feedback from our shareholders on concerns, suggestions for improvement and to
identify emerging best practices in governance and shareholder values. Additionally, shareholders and interested
parties are encouraged to communicate directly with the Board or with individual directors. All communications should
be directed to the Company’s Corporate Secretary at the following address and in the following manner.
Everest Group, Ltd. Corporate Secretary
Seon Place, 4th Floor
141 Front Street
Hamilton, HM 19 Bermuda
Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board,
the Non-Management Directors or any individual director. Each communication addressed to an individual director and
received by the Company’s Corporate Secretary from shareholders or interested parties, which is related to the
operation of the Company and is not solely commercial in nature, will promptly be forwarded to the specified party.
Communications addressed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded to the
Chairman of the Nominating and Governance Committee.
2026 Proxy Statement 37
Common Share Ownership by Directors and Executive Officers
Common Share Ownership By Directors And Executive Officers
The following table sets forth the beneficial ownership of Common Shares as of March 16, 2026 by the directors of the
Company, the executive officers of the Company and by all directors and executive officers of the Company as a group.
Information in this table was furnished to the Company by the respective directors and Named Executive Officers (as
defined herein). Information in this table regarding former Named Executive Officers is provided based on information
available to the Company as of their respective dates of departure. Unless otherwise indicated in a footnote, each person
listed in the table possesses sole voting power and sole dispositive power with respect to the shares shown in the table
as owned by that person.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(18) | |
John Amore | 25,082 | (1) | * |
William F. Galtney Jr. | 67,631 | (2) | * |
John A. Graf | 17,538 | (3) | * |
Meryl Hartzband | 12,407 | (4) | * |
Laura Hay | 1,914 | (5) | * |
John Howard | 2,161 | (6) | * |
Allan Levine | 5,205 | (7) | * |
Gerri Losquadro | 13,239 | (8) | * |
Hazel McNeilage | 4,161 | (9) | * |
Darryl Page | 1,917 | (10) | * |
Roger M. Singer | 19,704 | (11) | * |
Jim Williamson | 29,636 | (12) | * |
Juan C. Andrade | 35,550 | (13) | * |
Mark Kociancic | 35,095 | (14) | * |
Jill Beggs | 8,313 | (15) | * |
Anthony Vidovich | 7,161 | (16) | * |
Ricardo Anzaldua | 1,519 | (17) | * |
All directors, nominees and executive officers as a group (18 persons) | 297,129 | 0.7% |
*Less than 1%
(1)Includes 1,880 restricted shares issued to Mr. Amore under the Company’s 2003 Non-Employee Director Equity Compensation Plan (“2003 Directors
Plan”) which may not be sold or transferred until the vesting requirements are satisfied.
(2)Includes 45,491 shares owned by various family related investments in which Mr. Galtney maintains a beneficial ownership and for which he serves as the
General Partner. Also includes 1,880 restricted shares issued to Mr. Galtney under the 2003 Directors Plan which may not be sold or transferred until the
vesting requirements are satisfied.
(3)Includes 1,880 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
are satisfied.
(4)Includes 1,880 restricted shares issued to Ms. Hartzband under the 2003 Directors Plan which may not be sold or transferred until the vesting
requirements have been satisfied.
(5)Includes 1,914 restricted shares issued to Ms. Hay under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
have been satisfied.
(6)Includes 1,564 restricted shares issued to Mr. Howard under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
have been satisfied.
(7)Includes 1,917 restricted shares issued to Mr. Levine under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
have been satisfied.
(8) Includes 1,880 restricted shares issued to Ms. Losquadro under the 2003 Directors Plan which may not be sold or transferred until the vesting
requirements have been satisfied.
(9)Includes 1,880 restricted shares issued to Ms. McNeilage under the 2003 Directors Plan which may not be sold or transferred until the vesting
requirements have been satisfied
(10)Includes 1,917 restricted shares issued to Mr. Page under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
are satisfied.
(11) Includes 1,880 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
are satisfied.
(12)Includes 17,913 restricted shares issued to Mr. Williamson under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the
vesting requirements have been satisfied.
(13)The number of shares shown for Mr. Andrade represent the shares of Everest stock held as of the date of his termination (January 5, 2025), excluding the
21,979 restricted shares which he forfeited upon his termination.
38 2026 Proxy Statement
Common Share Ownership by Directors and Executive Officers
(14) Includes 11,705 restricted shares issued to Mr. Kociancic under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the
vesting requirements have been satisfied.
(15)Includes 6,872 restricted shares issued to Ms. Beggs under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the
vesting requirements have been satisfied.
(16) Includes 7,161 restricted shares issued to Mr. Vidovich under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the
vesting requirements have been satisfied.
(17) The number of shares shown for Mr. Anzaldua represent the shares of Everest stock held as of the date of his termination (March 13, 2026), excluding the
1,755 restricted shares which he forfeited upon his termination.
(18)Based on 44,886,259 total Common Shares outstanding and entitled to vote as of March 16, 2026.
2026 Proxy Statement 39
Principal Beneficial Owners of Common Shares
Principal Beneficial Owners Of Common Shares
To the best of the Company’s knowledge, the only beneficial owners of 5% or more of the outstanding Common Shares
as of December 31, 2025 are set forth below.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |
Everest Re Advisors, Ltd. Seon Place, 141 Front Street, 4th Floor Hamilton HM 19, Bermuda | 9,719,971 | (1) | 19.5% |
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 5,334,147 | (2) | 10.7% |
BlackRock, Inc. 50 Hudson Yards New York, New York 10001 | 3,832,094 | (3) | 7.7% |
(1)Everest Re Advisors, Ltd., a direct wholly-owned subsidiary of the Company, had sole power to vote and direct the disposition of 9,719,971 Common
Shares as of December 31, 2025. According to the Company’s Bye-laws, the total voting power of any Shareholder owning more than 9.9% of the
Common Shares will be reduced to 9.9% of the total voting power of the Common Shares.
(2)The number of shares shown as owned is based on a Schedule 13G filed with the SEC on February 13, 2024 in which the Vanguard Group reported that
it has no sole power to vote or direct the vote, shared voting power for 56,233 shares, sole dispositive power with respect to 5,149,719 Common Shares
and shared dispositive power with respect to 184,428 Common Shares. The corresponding percent of class above is based upon the number of shares
shown as owned compared to the total common shares outstanding for the Company as of December 31, 2025.
(3)The number of shares shown as owned is based on a Schedule 13G filed with the SEC on January 25, 2024, BlackRock, Inc. reported that it had sole
power to vote or direct the vote of 3,423,846 Common Shares and sole dispositive power with respect to 3,832,094 Common Shares. The corresponding
percent of class above is based upon the number of shares shown as owned compared to the total common shares outstanding for the Company as of
December 31, 2025.
40 2026 Proxy Statement
Directors’ Compensation
Directors’ Compensation
Each member of the Board who is not otherwise affiliated with the Company as an employee and/or officer (“Non-
Employee Director” or “Non-Management Director”) was compensated in 2025 for services as a director and was also
reimbursed for out-of-pocket expenses associated with each meeting attended. Each Non-Employee Director is
compensated in the form of an annual retainer and a discretionary equity grant.
The Board reviews director compensation annually. In reviewing compensation, the Board considered several factors,
including the need to recruit and retain quality director candidates with expertise relevant to the Company’s objectives
and attuned to the increased regulatory and shareholder focus on Board governance and oversight. The Board also
considered the amount of time spent by directors in attending all scheduled Board and committee meetings, preparing
for meetings, communicating with management throughout the year and attending various educational seminars. Our
directors do not receive any additional compensation for serving as committee chairs or for attending regular Board and
committee meetings or special meetings of individual committees or the Board. By resolution of the Board at its May
2025 meeting, the Board reduced the additional retainer paid to the Board Chair to $200,000 (the “Board Chair
Retainer”). The Board Chair Retainer may be paid in cash or Common Stock at the election of the Board Chair.
Each Non-Employee Director received a standard retainer of $125,000 in 2025 (pro-rated for their period of service, as
applicable) payable in the form of cash or Common Shares at his or her election (the “Annual Retainer”), and an equity
award in the form of restricted shares equal in value to $325,000 (the “Equity Grant”), for a total compensation value of
$450,000. Equity Grants are administered in accordance with the 2003 Non-Employee Director Equity Compensation
Plan (or its successors) and vest over a three-year period payable in equal installments. Giving Non-Employee Directors
an opportunity to receive their retainer payments in the form of Common Shares is intended to further align their
interests with those of the Company’s shareholders. The value of Common Shares issued is calculated based on the
average of the highest and lowest sale prices of the Common Shares on each installment date or, if no sale is reported
for that day, the preceding day for which there is a reported sale.
In November 2025, the Board adopted a Director’s Compensation Policy, a copy of which was filed as Exhibit 10.61 to
the Company’s 2025 Form 10-K, to formally document the compensation practices outlined above. It also provides that
newly elected directors will receive pro-rated initial Equity Grants, as applicable.
2026 Proxy Statement 41
Directors’ Compensation
The table below summarizes the compensation paid by the Company to directors for fiscal year 2025.(1)
2025 Director Compensation Table
Name | Fees Earned or Paid in Cash(2) | Share Awards(3) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(4)(5) | Total | |||||
John Amore | $125,000 | $325,007 | - | - | $14,496 | $464,503 | |||||
William F. Galtney Jr. | $125,000 | $325,007 | - | - | $14,496 | $464,503 | |||||
John A. Graf | $251,375 | $325,007 | - | - | $14,496 | $590,878 | |||||
Meryl Hartzband | $125,000 | $325,007 | - | - | $14,496 | $464,503 | |||||
Laura Hay | $45,516 | $325,729 | - | - | $3,816 | $375,061 | |||||
John Howard | $102,778 | $325,508 | - | - | $7,248 | $435,534 | |||||
Allan Levine | $65,247 | $325,308 | - | - | $3,828 | $394,383 | |||||
Gerri Losquadro | $125,000 | $325,007 | - | - | $14,496 | $464,503 | |||||
Hazel McNeilage | $125,000 | $325,007 | - | - | $15,896 | $465,903 | |||||
Darryl Page | $78,641 | $325,308 | - | - | $3,828 | $407,777 | |||||
Roger M. Singer | $125,000 | $325,007 | - | - | $24,496 | $474,503 | |||||
Joseph V. Taranto* | $157,622 | $325,007 | - | - | $1,872 | $484,501 | |||||
*Mr. Taranto retired from the Board on May 14, 2025.
(1) Messrs. Williamson and Andrade did not receive compensation for service on the Board. Their 2025 compensation is set forth in the 2025 Summary
Compensation Table.
(2)For their Board services in 2025, all of the directors elected to receive their retainer in cash except for Ms. Hartzband and Messrs. Howard and Levine who
received 356, 295 and 188 shares, respectively, in compensation for their services.
(3)The amount shown is the aggregate grant date fair value of the 2025 grant computed in accordance with FASB Statement Accounting Standards
Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair market value (the average of the high and low
of the Company’s stock price on the NYSE on the date of grant) (“FMV”) and otherwise using the methods and assumptions presented in Note 14 to the
Consolidated Financial Statements in the Company’s 2025 Form 10-K. Messrs. Amore, Galtney, Graf, Singer and Taranto and Mses. Hartzband,
Losquadro and McNeilage were each awarded 936 restricted shares on February 27, 2025 at a fair market value of $347.23 per share. Mr. Howard was
awarded 906 restricted shares on March 6, 2025 at a fair market value of $359.28 per share. Messrs. Levine and Page were each awarded 957 restricted
shares on June 23, 2025 at a fair market value of $339.93 per share. Ms. Hay was awarded 954 restricted shares on August 20, 2025 at a fair market value
of $341.44 per share.
(4)Dividends paid on each director’s restricted shares. For Mr. Singer, this amount also includes $10,000 in director fees for meetings attended as a director
of both Bermuda Re and International Re.
(5)As of December 31, 2025, each director held the following number of outstanding restricted shares: Mr. Amore, 1,812; Mr. Galtney 1,812; Mr. Graf,
1,812; Ms. Hartzband, 1,812; Ms. Hay, 954; Mr. Howard, 906; Mr. Levine, 957; Ms. Losquadro, 1,812; Ms. McNeilage, 1,987; Mr. Page, 957 and Mr.
Singer, 1,812.
42 2026 Proxy Statement
Board Structure and Risk Oversight
Board Structure And Risk Oversight
Board Composition and Refreshment
Our Board believes that it is essential that directors represent a broad range of perspectives, skills and experience.
These distinct skills are important because they contribute to more effective decision-making and risk management.
The Nominating and Governance Committee is responsible for Board composition, including recommending a slate of
candidates that is well qualified to oversee our business and represent shareholder interests by exercising sound
judgment honed by diverse experiences and perspectives.
When evaluating qualifications, experiences and backgrounds of director candidates, the Board reviews and discusses
many aspects of a candidate’s background, such as education, professional experience, personal accomplishment and
differences in viewpoints and skills. The Nominating and Governance Committee determines the appropriate size of the
Board and evaluates its composition through its annual independent self-assessment process. Our Board’s Nominating
and Governance Committee is committed to expanding its pool of director candidates to ensure the inclusion of highly
qualified candidates who have specifically identified skills to complement those of incumbent directors. To assist with the
search, the Nominating and Governance Committee engages an external search firm to identify qualified candidates.
In 2025, the Company’s Board refreshed its composition and leadership by recruiting four new independent directors
(Ms. Hay and Messrs. Howard, Levine and Page) as well as appointing an independent Chairman of the Board (Mr. Graf).
As further outlined in their biographies in Proposal 1 above, the new independent directors bring significant depth and
breadth of experience in insurance and reinsurance markets, operations management, international business, strategic
transactions, investments, accounting and corporate governance. As a result of this refreshment, average Board tenure
will decrease from approximately 12 years to 8 years, average director age will decrease from 69 to 67 years of age and
the Board will consist of 3 women and 8 men (as of the AGM).
The Board believes it is best served by having a mix of short, medium and long-tenured directors. Recognizing the value
of continuity of directors who have experience with the Company, there are no limits on the number of terms for which a
director may hold office.
The rotation of committee chairs is another integral part of Everest’s board refreshment process. Rotating committee
chairs ensures that all directors have the opportunity to serve in leadership positions and encourages the emergence of
diverse perspectives. During 2025, Mr. Howard became Chair of the Compensation Committee.
Leadership Structure
The Board reviews the Company’s leadership structure from time to time to ensure that it serves the best interests of the
shareholders and positions the Company for future success. Our Board’s leadership structure consists of an independent
Chairman of the Board and independent committee chairs. We believe that this leadership structure provides strong
Board leadership and engagement.
The CEO is responsible for setting the strategic direction, culture and day-to-day leadership and performance of the
Company, while remaining cognizant of and fully up-to-date on the current dynamics of the market, such as where risk
factors lie and where growth opportunities and potential exist.
The independent Chairman of the Board, among other things, consults with the CEO in setting the agenda for the Board
meetings and presides over meetings of the full Board and executive sessions.
The independent Chairman and CEO work together to discuss strategic initiatives and provide oversight of the
Company’s direction while seeking to maintain best practices in corporate governance. This leadership framework allows
different points of view to be given appropriate weight at Board meetings and aims to ensure that no single viewpoint is
given disproportionate deference.
The Board believes that, going forward, it is in the best interests of the Company for Mr. Graf to serve as independent
Chairman of the Board, given his leadership experience during ten years of service on the Board, his experience as a
senior executive and board member at several financial services companies and his knowledge of the (re)insurance
industry and financial markets. In addition, as discussed above, Mr. Graf satisfies the independence requirements set
forth in the NYSE listed company manual and by SEC rules. Besides Mr. Williamson, the slate of director nominees is
entirely comprised of independent directors, all of whom satisfy the NYSE criteria for independence.
As part of each scheduled meeting of the Board, the independent directors meet in executive session outside the
presence of management to determine and discuss any items including those that should be brought to the attention of
management.
2026 Proxy Statement 43
Board Structure and Risk Oversight
Board Role in Risk Oversight
Prudent risk management is part of our Company’s culture and is a key priority for our Board. Given the complex risk-
based nature of our businesses, the Board has divided its risk management responsibilities between financial and
operational risks. Financial risk oversight is within the purview of the Audit Committee, with the risk characteristics
of the investment portfolio overseen by the Investment Policy Committee, operational risks overseen by the Risk
Management Committee (“Risk Committee”), and technology and cybersecurity risk overseen by the Technology
and Cyber Committee.
In accordance with NYSE requirements, the Company’s Audit Committee Charter provides that the Audit Committee
has the responsibility to discuss with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control its risk profile, including the Company’s financial risk assessment
and risk management guidelines.
The Board has adopted a formal Risk Appetite Statement that is reviewed annually and establishes upper boundaries
on risk taking in certain areas of the Company, including assets, investments and property and casualty business,
natural catastrophe exposure and potential maximum loss. To monitor the Company’s compliance with the Board’s
Risk Appetite Statement with greater focus across the Company’s key operational areas of underwriting, exposure
management, emerging risks and technology, the Board established a separate Risk Committee. To manage the Risk
Appetite Statement adopted by the Board, the Company developed an ERM process for managing the Company’s risk
tolerance profile on a holistic basis. The objective of ERM is to provide an internal framework for assessing risk – both to
manage downside threats, as well as to identify upside opportunities – with the ultimate goal of enhancing shareholder
value. Company-wide ERM is coordinated through a centralized unit (the “ERM Unit”) responsible for implementing a risk
management framework that identifies, assesses, monitors, controls and communicates the Company’s risk exposures.
The ERM Unit is overseen by our Chief Risk Officer and is staffed and supported with seasoned and accredited actuarial,
accounting and management staff.
The Risk Committee reviews ERM status with the Chief Risk Officer each quarter to assess operational and systemic
risks. The Board also oversees identification and management of risk at the Board committee level. While each Board
committee is responsible for evaluating the Company’s operational risks falling within its area, the Board is kept informed
of the respective committees’ activities and actions through committee reports.
44 2026 Proxy Statement
Board Structure and Risk Oversight
In order to monitor compliance and liaise with the Board regarding the Company’s ERM activities, we created the
Enterprise Risk Committee (“ERC”). The ERC is a management committee that oversees additional aspects of risk
management, including establishing our risk management principles, policies and risk appetite levels in collaboration
with the Board. The ERC, in turn, created the Underwriting Risk Committee, Financial Risk Committee and Operational
Risk Committee, each of which reports to the ERC. These committees meet quarterly to review their status and plans,
initiate new efforts and produce a quarterly risk management report disclosing key risks. The Underwriting Risk
Committee monitors underwriting performance and risk, including underwriting controls, while the Financial Risk
Committee monitors financial risk, including the cost of capital, liquidity and investor confidence. The Operational Risk
Committee monitors operational risk and functional compliance with risk management policies. Further, our Emerging
Risk Committee, which also was created by and reports to the ERC, identifies, analyzes, evaluates and monitors emerging
risks that could generate opportunities or material adverse consequences for the Company and then translates those
insights into actionable strategic recommendations to senior management.
Cybersecurity
Our Board views cybersecurity risk as an enterprise-wide concern that involves people, processes and technology
and accordingly has treated cybersecurity risk as a Board-level oversight matter. In recognition of the importance of
technology, cybersecurity and data privacy risks to the Company and its subsidiaries, the Board established the
Technology & Cyber Committee in September 2024. The purpose of this Board committee is to oversee technology and
cybersecurity, including artificial intelligence, data and information security risk, and to assist the Board with its oversight
of information technology governance, strategy, delivery and risk oversight, including cybersecurity and data privacy.
Both the Company’s Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”) provide reports to
the Board, and through the Technology & Cyber Committee, on cybersecurity matters on a periodic basis. For further
information on cybersecurity risk management, strategy and governance, please see the Company’s 2025 Form 10-K.
2026 Proxy Statement 45
Executive Officers
Executive Officers
Information Concerning Executive Officers
The following information has been furnished by the Company’s current Executive Officers who are not also
director nominees.
Mark Kociancic
Age: 56
Mr. Kociancic is the Executive Vice President and Chief Financial Officer of the Company. Mr.
Kociancic joined the Company in October 2020, from SCOR SE (“SCOR”), where he served as
Group Chief Financial Officer from 2013 until joining Everest. He had previously served in
various senior executive roles with SCOR’s U.S. operations beginning in 2006, prior to being
named Group Deputy Chief Financial Officer in 2012 and then Group Chief Financial Officer.
He holds a CPA designation from the Canadian Institute of Chartered Accountants and a CFA
designation from the Chartered Financial Analysts Institute.
Jill Beggs
Age: 55
Ms. Beggs has served as Executive Vice President and Chief Executive Officer of Reinsurance
for the Company since July 2025. She currently serves as a member of the board of directors
of Lyft, Inc. Prior to her current role, Jill served as Everest Reinsurance EVP and Chief
Operating Officer between February 2024 and July 2025. Previously, she served as Senior
Vice President and Head of North America Reinsurance between November 2021 and
February 2024. Ms. Beggs has over three decades of reinsurance underwriting experience.
Prior to Everest, Ms. Beggs spent two decades at Munich Re where she led U.S. treaty and
facultative reinsurance programs across multiple lines of business and also spearheaded the
Company’s innovation incubator and E&S insurance start-up. Ms. Beggs holds a Bachelor of
Arts degree in management with a concentration in finance and minors in math and Spanish
from Gettysburg College.
Anthony Vidovich
Age: 57
Mr. Vidovich has served as Executive Vice President and General Counsel of the Company
since November 2025. Mr. Vidovich has over 30 years of experience across the global
property and casualty (re)insurance industry. Between 2018 and 2025, he served in executive
leadership roles at AIG including Global Head of Insurance Legal, Global Head of
Underwriting and Reinsurance Legal and Global Chief Claims Officer. Prior to AIG, he held
executive leadership roles at XL Group/XL Catlin, and The Hartford. He began his legal career
at Blank Rome LLP. Mr. Vidovich holds a Juris Doctor from Rutgers University School of Law.
He has served on the advisory board of the U.S. Chamber of Commerce’s Institute for Legal
Reform and the RAND Corporation Institute for Civil Justice.
(1) For his service to the Company in 2025, Mr. Andrade received total compensation of $54,089. Mr. Andrade did not receive a bonus under the Executive
Incentive Plan, or any equity grants for fiscal year 2025 and previously granted unvested equity was forfeited upon his departure from the Company. For
further details, please see the Summary Compensation Table below.
46 2026 Proxy Statement
Compensation Discussion and Analysis
Compensation Discussion And Analysis
The Compensation Discussion and Analysis (the “CD&A”) provides a detailed description of the compensation of our
Named Executive Officers (“NEOs”), which include the Company’s principal executive officer, former principal executive
officer, principal financial officer and three other most highly compensated executive officers for fiscal year 2025. In
accordance with SEC rules, the CD&A includes compensation disclosure of our NEOs as of December 31, 2025,
including Messrs. Andrade and Anzaldua who left the Company in January 2025 and March 2026, respectively.
Named Executive Officer | Title |
Jim Williamson | President and CEO |
Juan C. Andrade | Former President and CEO |
Mark Kociancic | Executive Vice President and Chief Financial Officer |
Jill Beggs | Executive Vice President and Chief Executive Officer of Reinsurance |
Anthony Vidovich | Executive Vice President and General Counsel |
Ricardo Anzaldua | Former Executive Vice President and General Counsel |
Executive Leadership Changes in 2025
Effective January 5, 2025 the Board appointed Jim Williamson, then Executive Vice President and Chief Operating
Officer, to serve as Acting Chief Executive Officer, and effective January 8, as a member of the Board. Mr. Williamson was
then appointed President and Chief Executive Officer on January 22. Juan Andrade, Former President and CEO, left
Everest on January 5, 2025(1). In July, Jill Beggs was promoted to Executive Vice President and Chief Executive Officer of
Reinsurance. In September 2025, the Company announced the retirement of Ricardo Anzaldua, Executive Vice President
and General Counsel. In November, Mr. Vidovich joined the Company as the new Executive Vice President and General
Counsel and the Company announced the retirement of Mark Kociancic from the role of Executive Vice President and
Chief Financial Officer on or about May 1, 2026. Mr. Anzaldua ceased serving as an executive officer upon Mr. Vidovich’s
commencement of employment with the Company, and retired effective March 2026.
References in this CD&A to 2025 CEO compensation pertain to the compensation of Mr. Williamson.
Executive Summary
The Company’s executive compensation program is intended to align the interests of our executive officers with those of
our shareholders. We stress merit-based performance awards, and we structure overall compensation to provide
appropriate incentives to executives to optimize net earnings and increase book value per share. For 2025, the Named
Executive Officers received annual awards based largely on value-based financial performance metrics.
Our executive compensation program is designed and endorsed by the Compensation Committee. In designing the
Company’s executive compensation program, the Compensation Committee endeavors to reflect the core objectives of
(i) attracting and retaining a talented team of executives who will provide creative leadership and work to achieve success
for the Company in a dynamic and competitive marketplace; (ii) supporting the execution of the Company’s business
strategy and the achievement of long-term financial objectives; (iii) creating long-term shareholder value; and (iv) rewarding
executives in a manner that is market competitive and seeks to incentivize executives to achieve long-term profitable
financial results.
We believe that in 2025 our compensation structure appropriately incentivized the performance of our executive
leadership team during a transformational year in which Everest took significant steps to strengthen the balance sheet
and improve the return profile of the businesses. The Compensation Committee utilized the executive compensation
program to retain executive management during an impactful year and to recruit new executives in key leadership roles.
We provide our clients protection against risk, and accordingly we expect intermittent volatility in our financial results.
Our executive compensation structure is designed to align management’s interest with that of our shareholders by
incentivizing long-term value creation rather than short-term gains through strategies designed to normalize over the
long term the financial impacts of episodic catastrophe volatility. In that regard, as stewards of our shareholders’ capital,
our portfolio management strategies seek to minimize the impact of severe events on our capital. Among other things,
this is accomplished by maintaining a business portfolio diversified by product line and geography and by employing a
tactical approach to managing risk, including but not limited to de-risking our property exposures to reduce volatility
during times of inadequate pricing and utilizing third party capital to leverage opportunity.
2026 Proxy Statement 47
Compensation Discussion and Analysis
2025 Financial Results
Everest’s 2025 financial performance reflected the strategic steps taken to simplify the company, reshape the portfolio
and strengthen its balance sheet. Everest completed its one-renewal casualty insurance remediation in North America,
fortified its reserves, obtained an adverse development reinsurance cover for North American insurance liabilities and
sold the renewal rights for certain lines of the commercial property and casualty insurance business in the U.S., U.K., E.U.
and Asia Pacific to AIG. Despite reserve strengthening, $757 million of pre-tax catastrophe losses, net of recoveries and
reinstatement premiums and costs associated with strategic actions, the Company generated a net operating income
return on equity of 12.4% and a total shareholder return of 13.1%. On a consolidated basis, Everest increased net
operating income by 45% year over year, increased net investment income by $170 million to $2.1 billion and returned
$1.1 billion in capital to shareholders in the form of share repurchases and common stock dividends. Overall financial
results are shown below.
The Company’s Reinsurance business had total gross written premiums of approximately $12.8 billion, underwriting
income of $972 million and a 91.7% total combined ratio. In the Insurance business, total gross written premium was
$4.8 billion and total combined ratio was 114.6%.
Gross Written Premium $17.7 billion | Combined Ratio 98.6% | Attritional Combined Ratio 89.4%(1)(2) | ||
Net Income $1.6 billion Net Operating Income $1.9 billion(2) | TSR 13.1%(2)(3) | Net Operating Income ROE 12.4%(2) |
(1)Excludes approximately $34 million of profit commission related to loss reserve releases. When including this profit commission, Everest’s reported
attritional combined ratio was 89.6% for the fiscal year ended December 31, 2025.
(2) Attritional Combined Ratio, Net Operating Income, TSR and Net Operating Income ROE are non-GAAP measures. Please see Appendix A for further
information and available reconciliations.
(3)TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/
appreciation of Fixed Maturity, available for sale investments) plus dividends per share.
48 2026 Proxy Statement
Compensation Discussion and Analysis
Since going public in 1995, the Company has achieved compound annual growth in dividend-adjusted book value per
share of 11%. As shown in the following chart, our cumulative returns have outperformed those of the S&P 500 index
since the year 2000, and by 2025 had achieved a level of cumulative returns that significantly exceeded those of the S&P
500.
*Including Stock Appreciation & Dividends
Source: Bloomberg as of 12/31/2025
We have emphasized prudent risk management and technical underwriting as the key tenets for building and sustaining
long-term value for our shareholders. Our compensation structure properly reflects management’s alignment with our
shareholders’ interests, especially during periods of significant macroeconomic dislocations, which have included a
global pandemic, inflationary pressures, interest rate swings and a mortgage market crash accompanied by volatile
equities markets, all in conjunction with episodic, extreme natural catastrophe events.
These results reinforce a strategic vision developed by experience, ingenuity and analytical rigor. While we are mindful
of the human and economic tolls associated with all forms of natural catastrophe losses, we are in the business of
offering protection against volatility for our clients and customers while endeavoring to create long-term value for our
shareholders, even during periods of extreme catastrophe activity. The fact that we have achieved consistent book value
per share growth over time showcases our ability to manage such volatility over cycles through successful underwriting
and risk management strategies grounded in an innovative culture that values sustainable performance and capital
preservation. This unwavering commitment to long-term value creation for our shareholders is precisely the intention of
our compensation philosophy.
2026 Proxy Statement 49
Compensation Practices
Compensation Practices
Compensation Practices and 2025 Say On Pay Vote
Say on Pay | |
Everest received a high level of voting approval, 94%, for the Say on Pay advisory vote at its 2025 Annual General Meeting. The Compensation Committee did not make any material changes to the structure of the Company’s compensation program. | |
A primary focus of our Compensation Committee is ensuring that the Company’s executive compensation program
serves the best interests of our shareholders while appropriately rewarding our executive leadership for their
performance and seeks to incentivize executives to achieve long-term profitable financial results.
Our compensation program incorporates numerous best practices that address common shareholder priorities and
advance the Company’s philosophy of long-term shareholder growth.
Highlights include:
•No separate change-in-control agreement for the CEO
•CEO and all participants in the CIC Plan are subject to double-trigger provisions
•No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control
•Incentive cash bonuses for all Named Executive Officers tied to specific Company financial performance metrics
•The Named Executive Officers’ annual long-term incentive compensation awards are 50% in the form of
Performance Share Units (“PSUs”) that may only be earned upon satisfaction of specific Company financial
performance metrics over a 3-year period and 50% restricted stock.
•Say on Pay Advisory Vote considered by shareholders annually
•Stock ownership and retention guidelines for executive vice presidents and above
•Clawback Policy (“Clawback Policy”) that covers current and former employees, including Named Executive
Officers, providing for forfeiture and repayment of any incentive-based compensation granted or paid to an
individual during the period in which he or she engaged in material willful misconduct, including but not limited
to fraudulent misconduct and, with respect to current and former executive officers, incentive-based
compensation paid as a result of financial information that is subject to an accounting restatement, without
regard to any misconduct.
50 2026 Proxy Statement
Compensation Practices
Alignment of CEO Compensation to Shareholder Return
*CEO Compensation is the total CEO compensation from the Summary Compensation Table for each of the years listed.
**Total Stock Return Index is a measure of performance and is calculated as the change in share price plus reinvestment of dividends, assuming an initial
investment of $100.
Source: Nasdaq/Thomson
2026 Proxy Statement 51
The Company’s Compensation Philosophy and Objectives
The Company’s Compensation Philosophy And Objectives
The Company’s executive compensation program is designed to attract, motivate and retain highly talented
individuals whose abilities are critical to the ongoing success of the Company. In this regard, the Company’s executive
compensation program utilizes a dual approach. Firstly, the program has a short-term component consisting of a
base salary and a performance-based cash bonus predominantly tied to a Company financial metric. Secondly, the
Compensation Committee rewards long-term performance through discretionary grants of time- and performance-
based equity awards tied to specific financial performance factors designed to closely align the interests of key
executives with the longer-term interests of shareholders.
The Compensation Committee is guided by the following principles when making compensation decisions individually
and collectively with respect to our executives:
•Compensation of executive officers is based on the level of job responsibility, contribution to the performance
of the Company, individual performance in light of general economic and industry conditions, teamwork,
resourcefulness and ability to manage our business.
•Compensation awards and levels are intended to be reasonably competitive with compensation paid by
organizations of similar stature to both motivate the Company’s key employees and minimize the potential for
disruptive and costly key employee turnover.
•Compensation is intended to align the interests of the executive officers with those of the Company’s
shareholders by basing a significant part of total compensation on our executives’ contributions over time to the
generation of shareholder value.
The Compensation Committee’s philosophy is to encourage management to act in the best interests of the Company
and our shareholders even when such actions may temporarily reduce short-term profitability. Examples of those types
of actions include the following:
•investments in our business in the form of human capital and intellectual resources, data and information
technology systems;
•reserving methodologies and reserve positions;
•diversification of risk within our insurance and reinsurance portfolios;
•capital management strategies;
•long-term strategic growth initiatives;
•geographic diversification; and
•creativity in the development of new products.
52 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
The components and key features of our executive compensation program are set forth in the following chart:
Components of the Company’s Compensation Program
Short Term | Compensation Component* | Description | Key Features | |||
Fixed component of compensation intended to attract and retain top talent | Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance | |||||
At-Risk Pay | Performance goals established at the beginning of each fiscal year that support long-term growth and operational efficiencies Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors | For 2025, the cash bonus was tied to Adjusted Net Operating Income ROE, as defined below (60% weighting); final awards also consider achievement of individual goals (40% weighting) Messrs. Williamson, Kociancic and Anzaldua participated in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2025 with the maximum bonus potential for award to any participant not to exceed $3.5 million. Ms. Beggs participated in the Annual Incentive Plan for 2025. | ||||
Long Term | Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders | Tied to the rate of annual Adjusted Net Operating Income ROE and TSR relative to our peer group over a three-year period, measured cumulatively For 2025, payouts range from 0% of target payout to 200% of target payout, depending on performance after 3 years | ||||
Intended to motivate long-term performance and value creation, align our NEOs’ interests with shareholders’ interests and promote retention | Annual restricted stock grants vest at the rate of 33 1/3% per year over a three year period after the grant date. |
Base Salary
14%
24%
CEO
Other NEOs
Annual Incentive Bonus
28%
34%
CEO
Other NEOs
Performance Share Units
29%
21%
CEO
Other NEOs
Time-Vested Restricted Shares
29%
21%
CEO
Other NEOs
*Percentages represent target 2025 compensation, excluding Messrs. Andrade and Vidovich, are an average for the Other NEOs, and may not sum to
100% due to rounding.
2026 Proxy Statement 53
The Company’s Compensation Philosophy and Objectives
The Compensation Committee meets annually to review and approve compensation for each Named Executive Officer,
including any adjustments to base salary, bonus awards and equity grants in consideration of the officer’s prior fiscal
year’s performance as well as performance over time. In addition, from time to time, the Compensation Committee may
make separate adjustments to the salaries of Named Executive Officers during the year to recognize mid-year
promotions, changes in job functions and responsibilities, or other circumstances.
As shown in the charts below, the Compensation Committee establishes the pay mix for our executive officers such that a
substantial portion of target compensation is “at risk” compensation to better align the interests of our Named Executive
Officers with those of the Company’s shareholders. The amounts above and in the chart below do not include the
amounts set forth in the column labeled “All Other Compensation” in the Summary Compensation Table.
In addition, all employees, including executive officers, received other compensation in the form of employee health,
welfare, and retirement benefits. Such other compensation included Company-paid term life insurance, partially
subsidized medical and dental plans, Company-paid disability insurance and participation in a Company-sponsored
401(k) employee savings plan. Certain executives also participated in a Supplemental Savings Plan whose purpose is
principally to restore benefits that would otherwise have been limited by U.S. benefit plan rules applicable to the 401(k)
employee savings plan.
The Role of Peer Companies and Benchmarking
The Compensation Committee identified a peer group comprised of companies in our industry for purposes of
benchmarking and evaluating the competitiveness of our pay levels and compensation packages for our Named
Executive Officers. In determining the final composition of the peer group, the Compensation Committee selected
publicly traded, comparably-sized insurers and reinsurers that directly compete with the Company for business and
talent. The Compensation Committee reviews both compensation and performance at peer companies as a benchmark
when setting target compensation levels that it believes are commensurate with the Company’s performance. Although
the Compensation Committee did not set compensation components to meet specific benchmarks, it did utilize the peer
group compensation data in determining relative performance against targets for applicable incentive compensation
metrics. Further, the Compensation Committee utilized such peer group metrics in setting Named Executive Officer
targets for fiscal year 2025. As noted below, three new peer companies were added in 2025.
54 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
The Compensation Committee considered one or more of the following factors in identifying each of the peer group companies: | |
Companies that have a similar business or industry | Companies that have a mix of property and casualty (P&C), reinsurance and multi-line insurance. |
Companies that include Everest in their peer group. | |
Companies with a global strategy and footprint. | |
Companies that we compete with | Companies with which we compete for business or talent in the market. |
Company size | Companies based on their revenue and asset size. |
Companies subject to pay disclosures | Availability of publicly available financial reporting and proxy data. |
For 2025, the Compensation Committee selected the following companies to serve as our compensation peer group:
AIG | Cincinnati Financial | Old Republic International* |
American Financial Group* | CNA Financial | Renaissance Re |
Arch Capital | Hanover Insurance | Travelers Companies* |
Axis Capital | Hartford Financial | W.R. Berkley |
Chubb | Markel |
*Peer companies added in 2025
Annual Base Salary and Bonus Determinations
The base salaries of our Named Executive Officers are determined by the Compensation Committee, established upon
hire or assignment date and reconsidered annually or as responsibilities change. In setting an executive’s initial base
salary, the Compensation Committee considers the executive’s abilities, qualifications, accomplishments and prior
experience. The Compensation Committee also considers base salaries of similarly situated executive officers in its
identified peer companies when assessing competitive conditions in the industry. Subsequent adjustments to the
executive’s base salary in the form of annual raises or upon renewal of an employment agreement take into account the
executive’s prior performance, the financial performance of the Company and the executive’s contribution to the
Company’s performance over time, as well as competitive conditions in the industry. In 2025, Mr. Williamson’s base
salary was increased to reflect his new responsibilities as President and Chief Executive Officer of the Company. Ms.
Beggs’s base salary was increased in July 2025 in connection with her promotion to Executive Vice President and Chief
Executive Officer of Reinsurance. Mr. Vidovich’s base salary was established upon hire in November 2025.
Named Executive Officer | 2024 Salary | 2025 Salary | Percentage Change | |||
Jim Williamson | $900,000 | $1,250,000 | 38.9% | |||
Juan C. Andrade | $1,250,000 | $1,250,000 | —% | |||
Mark Kociancic | $900,000 | $940,000 | 4.4% | |||
Jill Beggs | $675,000 | $725,000 | 7.4% | |||
Anthony Vidovich | $— | $700,000 | —% | |||
Ricardo Anzaldua | $680,000 | $680,000 | —% |
Incentive Based Bonus Plans
In connection with fiscal year 2025 performance, the Company awarded annual performance-based cash bonuses to the
applicable Named Executive Officers pursuant to the Executive Incentive Plan. Ms. Beggs participated in the Annual
Incentive Plan. Mr. Andrade did not receive an annual performance-based cash bonus for 2025. In connection with his
joining the Company, Mr. Vidovich received an incentive bonus payment of $900,000 in March 2026, as specified under
the terms of his Employment Agreement with the Company dated September 25, 2025 and Addendum thereto dated
November 11, 2025 (collectively referred to herein as the “Vidovich Employment Agreement”), copies of which were
filed with the SEC as Exhibits 10.54 and 10.55 to the Company’s 2025 Form 10-K. This bonus payment was intended to
compensate Mr. Vidovich for the 2025 annual bonus payment forfeited at his prior employer.
(1) Adjusted Net Operating Income ROE (also referred to herein as Adjusted Operating ROE) is a non-GAAP financial measure that management uses to
measure performance. Adjusted Net Operating Income ROE consists of net income (loss) excluding after tax net gain (loss) on investments and after -tax
net foreign exchange income (expense) with an adjustment to the catastrophe loss amount. Adjusted catastrophe losses are actual catastrophe losses
that are adjusted based upon where they fall within a Board approved range of potential catastrophe losses for a particular year. If actual catastrophe
losses fall within the range, no adjustment is made to the actual catastrophe loss amounts. If actual catastrophe losses fall above the high end of the
range (+25% of forecasted catastrophe losses) or below the low end of the range (-25% of forecasted catastrophe losses), then the respective maximum
or minimum dollar limits are used to replace the actual catastrophe losses within the Adjusted Net Operating Income ROE calculation. Actual 2025
catastrophe losses fell within the range for 2025, therefore there was no adjustment. Please see Appendix A for more information and available
reconciliations of non-GAAP measures.
2026 Proxy Statement 55
The Company’s Compensation Philosophy and Objectives
Executive Performance Annual Incentive Plan
In addition to other criteria, the Executive Incentive Plan provides that the total amount of awards granted to all
participants in any one year may not exceed 10% of the Company’s average annual income before taxes for the
preceding five years.
Pursuant to the terms of the Executive Incentive Plan, within 90 days after the beginning of the fiscal year, the
Compensation Committee selects those executive officers of the Company and its subsidiaries who will participate in the
Executive Incentive Plan for that year. In February 2025, the Compensation Committee selected Messrs. Williamson,
Kociancic and Anzaldua to be participants in the Executive Incentive Plan for 2025. The Compensation Committee sets
maximum potential bonus amounts for each participant based on achievement of specific performance criteria, chosen
from among the performance criteria set forth in the Executive Incentive Plan, that closely align Company financial
performance to long-term shareholder value creation. The Compensation Committee may exercise discretion and award
an amount that is less than the potential maximum amount to reflect actual corporate, business unit and individual
performance. The Executive Incentive Plan provides for a bonus cap pursuant to which the maximum potential bonus for
each of the CEO and any other participant in the Executive Incentive Plan cannot exceed $3.5 million. In 2025, the
maximum bonus payout under the Executive Incentive Plan was (i) for Mr. Williamson, 140% of his target incentive bonus
and (ii) for Messrs. Kociancic and Anzaldua, 200% of their respective target incentive bonuses, in each case, subject to
the foregoing $3.5 million cap.
Subject to the foregoing maximums, the Compensation Committee determined the total bonus amounts for Messrs.
Williamson, Kociancic and Anzaldua for 2025 would be based on two independent performance criteria: (1) Company
financial performance (60% weighting) and (2) individual performance (40% weighting). The Compensation Committee
established full-year operating plan ROE targets for the Company as the financial performance criteria to be applied in
connection with a portion of their bonus compensation. Further, the Compensation Committee considers 60% of the
potential maximum bonus eligible to be earned based on tiered Company Adjusted Net Operating Income ROE(1)
results above and below the set operating plan ROE target.
The Compensation Committee separately considers the remaining 40% of the potential maximum bonus eligible to be
earned by each participant based upon successful achievement of individual, generally non-financial, goals established
for such participant. Consideration of individual performance is done to acknowledge that the property and casualty
(re)insurance business is a risk-based endeavor where a company’s financial results in any one financial year may be
impacted by exogenous factors beyond employees’ control, including but not limited to an unexpectedly severe
hurricane season or other natural peril catastrophe activity. Implicit in such a determination is the recognition that our
financial success over the long term is not dependent on any one financial year’s results.
Individual goals in any given year may include, but are not limited to, factors that may be applicable to each NEO, such
as demonstrated leadership, risk management and loss mitigation protection practices, strategic goal setting,
performance against annual operating plan, capital management, strategic expansion initiatives, demonstrating our
cultural values and behaviors and growing Everest’s investor base. Finally, the 40% qualitative element also allows the
Compensation Committee broad discretion to consider market performance measures, such as TSR, as part of executive
performance without setting a specific performance target.
This balanced approach allows the Company to remain competitive and foster retention of high-performing Named
Executive Officers. Further, the Compensation Committee is not bound to any minimum bonus amount and retains
discretion to scale the payments below the potential maximum bonus and to award no cash bonus to any Named
Executive Officer. For Messrs. Williamson, Kociancic and Anzaldua, their maximum potential bonus awards were tied to
the performance criteria as described in more detail below. Ms. Beggs’s annual incentive award for 2025 was
determined under the terms of the Company’s Annual Incentive Plan, based on a mix of Company performance,
Reinsurance division results and objectives and key results. Ms. Beggs’s performance goals for 2025 included: Company
Adjusted Net Operating Income ROE (20% weighting) and Reinsurance division business results and strategic objectives
in areas such as underwriting quality and pricing (80% weighting).
56 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
2025 Incentive-Based Bonus Targets and Awards
Named Executive Officer | Target Incentive Bonus (% Base Salary) | Target Incentive Bonus | Plan Maximum Incentive Bonus | Actual Bonus Award | |||
Jim Williamson* | 200% | $2,500,000 | $3,500,000 | $2,200,000 | |||
Mark Kociancic* | 175% | $1,645,000 | $3,290,000 | $1,645,000 | |||
Jill Beggs* | 130% | $942,500 | $— | $900,000 | |||
Ricardo Anzaldua | 140% | $952,000 | $1,904,000 | $952,000 | |||
TOTAL | $6,039,500 | $8,694,000 | $5,697,000 |
* Mr. Williamson’s, Mr. Kociancic’s and Ms. Beggs’s Target Incentive Bonus percentages increased to 200%, 175% and 130% of base salary, respectively, in
2025.
Based on actual Adjusted Net Operating Income ROE of 12.4% and individual performance in 2025, Mr. Williamson and
Ms. Beggs received the actual bonus awards listed above. For a more detailed discussion of Company performance,
each NEO’s performance and the actual incentive cash bonus awarded for 2025, please see the “Incentive Cash Bonus”
section below. Mr. Kociancic received a target bonus pursuant to the terms of his Transition Agreement (as defined
below). In recognition of his transition to retirement, the Compensation Committee awarded Mr. Anzaldua an annual
bonus at target. In recognition of the forfeited 2025 bonus from his prior employer, Mr. Vidovich received a $900,000
bonus, as specified under the terms of the Vidovich Employment Agreement. Mr. Andrade did not receive a 2025 bonus
due to his resignation from the Company.
Long-Term Compensation Determinations
The second component of the Company’s executive compensation plan is premised on a strategic view of
compensation. This long-term compensation component is achieved through the 2020 Stock Incentive Plan.
Awards under the 2020 Stock Incentive Plan are generally intended to reinforce management’s long-term emphasis
on corporate performance, provide an incentive for key executives to remain with the Company for the long term
and provide a strong incentive for employees to work to increase shareholder value by aligning employees’ interests
with those of the shareholders.
Equity awards granted to the NEOs in 2025, 2024 and 2023, in each case, were in the form of restricted shares and
performance share units. In 2025, Named Executive Officers’ annual long-term incentive awards are 50% in the form of
PSUs that could only be earned upon the satisfaction of specific Company financial performance metrics over a 3-year
period and 50% restricted stock.
With respect to the equity award process, the CEO makes recommendations to the Compensation Committee for
each eligible executive officer, other than himself, and the proposed awards are discussed with and reviewed by the
Compensation Committee. While the Compensation Committee takes into account management’s input on award
recommendations, all final determinations are in the subjective judgment and discretion of the Compensation
Committee. In determining the final award amounts, the Compensation Committee reviews each recipient’s
demonstrated past and expected future individual performance, his/her contribution to the financial performance of the
Company over time, the recipient’s level of responsibility within the Company, his/her ability to affect shareholder value
and the value of past share awards. Finally, the Compensation Committee also considers the value of equity awards
granted to similarly situated executive officers by our pay level peer group to ensure a competitively attractive overall
compensation package.
currently grant stock options and there is no policy or practice on the timing of awards of options in relation to the
The table below lists the target percentage and actual annual long term-incentive awards from February 2025.
2026 Proxy Statement 57
The Company’s Compensation Philosophy and Objectives
2025 Stock Targets* and Awards**
Named Executive Officer | Stock Target (% Base Salary) | Restricted Stock Award | Performance- Share Unit Award | |||
Jim Williamson | 217% | $1,325,195 | $1,325,195 | |||
Mark Kociancic | 217% | $1,000,011 | $1,000,011 | |||
Jill Beggs | 129% | $437,828 | $437,828 | |||
Ricardo Anzaldua | 160% | $544,271 | $544,271 | |||
TOTAL | $3,307,305 | $3,307,305 |
*The 2025 annual long-term incentive stock targets, upon which the February grants were based, were as follows: for Mr. Williamson, $1,950,000, for Mr.
Kociancic, $1,950,000, for Ms. Beggs, $875,000 and for Mr. Anzaldua, $1,088,000. Subsequently, the long-term incentive stock target percentages of
Messrs. Williamson, Kociancic and Ms. Beggs increased to 420%, 266% and 138%, respectively, of base salary. Neither Mr. Andrade nor Mr. Vidovich had
annual long-term incentive stock targets or equity awards in 2025.
**Awards listed in the table do not include the one-time 2025 retention equity grants awarded to Messrs. Williamson and Kociancic and Ms. Beggs. For
additional information regarding these one-time retention awards, please see the section below titled "Time-Vested Share Awards."
Time-Vested Share Awards
We believe that restricted shares encourage employee retention and reward employees consistent with long-term
shareholder value creation. Restricted share awards granted prior to 2024 vest over a five-year period at the rate of 20%
per year for the Named Executive Officers and are generally forfeited if the recipient leaves the Company before vesting.
Commencing with 2024, grants of restricted share awards began vesting in equal installments over a three-year period.
In February 2025, after Mr. Andrade’s departure and Mr. Williamson’s appointment as President and CEO, the Company
granted special one-time retention awards of time-vested restricted shares vesting in equal installments over a three year
period to Messrs. Williamson and Kociancic, with grant date fair values of $2,500,200 and $1,500,189, respectively. Ms.
Beggs received a similarly structured one-time retention award of time-vested restricted shares with a grant date value of
$1,000,187 after her promotion to Executive Vice President and CEO of Reinsurance in mid-2025.
58 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Performance Share Units
The Compensation Committee grants annual performance-based equity awards to Named Executive Officers in the form
of performance share units (“PSUs”) that can be earned only upon the achievement of certain Company financial metrics.
The performance metrics are measured over three one-year performance periods based on annual goals and on goals
measured cumulatively over a three-year performance period.
To better align with market practice, the performance-based equity awards granted to the applicable NEOs in 2025
differed from the PSUs granted in prior years in the following ways:
•dividend equivalents are accrued and paid in proportion to the number of PSUs that actually vest;
•PSU vesting will be based on the level of achievement of two equally weighted financial performance measures:
Adjusted Net Operating Income ROE (adjusted for the impact of catastrophe losses, if applicable) and relative
change in TSR as compared to a peer group (as further described below); and
•the maximum payout multiplier percentage for PSUs increased from 175% to 200%.
At fiscal year-end 2025, we completed the third and final year of the PSU performance period for our 2023 awards, the
second year of the PSU performance period for our 2024 awards and the first year of the PSU performance period for our
2025 awards. For the 2023, 2024 and 2025 PSUs, the performance periods are January 1, 2023 through December 31,
2025, January 1, 2024 through December 31, 2026 and January 1, 2025 through December 31, 2027, respectively.
Each PSU gives the recipient the right to receive up to 1.75 shares (for the 2023 and 2024 grants) or up to 2 shares (for
the 2025 grants) upon settlement at the end of the three-year performance period depending on the level of
achievement of certain financial performance targets. For the 2023 and 2024 PSUs, the shares represented by the PSUs
are earned only upon the satisfactory achievement of three metrics: cumulative TSR growth measured against peers over
a three-year period, annual Net Operating Income Return on Equity and TSR, each measured against targets set by the
Compensation Committee. For the 2025 PSU grants, the Compensation Committee elected to increase the percentage
weighting of the cumulative TSR growth measure to 50%, use Adjusted Net Operating Income ROE, and to eliminate TSR
as a measure to better align with market practice. TSR is defined as the annual growth in book value per common share
outstanding (excluding Unrealized Gains and Losses on Fixed Maturity, available for sale Investments) plus dividends per
share.
Net Operating Income ROE, for purposes of PSU awards, is defined as after-tax net operating income divided by average
adjusted shareholders’ equity. Adjusted Net Operating Income ROE consists of net income (loss) excluding after tax net
gain (loss) on investments and after -tax net foreign exchange income (expense) with an adjustment to the catastrophe
loss amount, if applicable. The Compensation Committee selected Adjusted Net Operating Income ROE as one of the
financial metrics for the PSUs because this metric correlates closely with shareholder value over both intermediate and
longer-term periods and is a widely-used financial metric in the insurance and reinsurance industry for assessing
company performance. The tables below set forth the 2023, 2024 and 2025 PSU target awards for each applicable NEO
and performance measures. Mr. Andrade’s PSUs were forfeited due to his departure from the Company in January 2025.
Mr. Vidovich did not receive PSU awards in the years listed below.
Target Awards for Named Executive Officers | ||||
Performance Year | Jim Williamson | Mark Kociancic | Jill Beggs | Ricardo Anzaldua |
2023 PSUs | 1,100 | 1,335 | 665 | — |
2024 PSUs | 1,787 | 1,827 | 724 | 1,037 |
2025 PSUs | 3,847 | 2,903 | 1,271 | 1,580 |
2026 Proxy Statement 59
The Company’s Compensation Philosophy and Objectives
2023 PSU Target Measures | |||||||
Award Multiplier | |||||||
Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | |
Net Operating Income ROE | 50% | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% |
2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | ||
2025 | 15.0% | <9.0% | 9.0% | 15% | >=18% | ||
Award Multiplier | |||||||
Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | |
TSR | 25% | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% |
2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | ||
2025 | 15.0% | <9.0% | 9.0% | 15% | >=18% | ||
Award Multiplier | |||||||
Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | |
3Yr Relative Change in TSR Compared to Peers | 25% | 2023-2025 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |
2024 PSU Target Measures | |||||||
Award Multiplier | |||||||
Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | |
Net Operating Income ROE | 50% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% |
2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% | ||
Award Multiplier | |||||||
Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | |
TSR | 25% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% |
2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% | ||
Award Multiplier | |||||||
Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | |
3Yr Relative Change in TSR Compared to Peers | 25% | 2024-2026 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |
2025 PSU Target Measures | |||||||
Award Multiplier | |||||||
Weight | Performance Year | Target ROE | 0% | 25% | 100% | 200% | |
Net Operating Income ROE | 50% | 2025 | 15.0% | <9.0% | 9.0% | 15.0% | >=18% |
Award Multiplier | |||||||
Weight | Performance Period | Target | 0.0% | 25% | 100% | 200% | |
3Yr Relative Change in TSR Compared to Peers | 50% | 2025-2027 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |
As displayed above, the portions of the 2023, 2024 and 2025 PSU grants that are subject to the Net Operating Income
ROE financial metric (50% for the 2023, 2024 and 2025 PSUs) are eligible to be earned annually in one-third tranches
over the three-year performance period based upon target Net Operating Income ROE figures determined by the
Compensation Committee annually. In setting the 2025 Net Operating Income ROE target, the Compensation
Committee considered the Company’s 2025 operating business plan reflecting management’s view of market
conditions, modeled expected results, business mix and product diversification.
For the 2025 annual performance period, the Compensation Committee set a target Net Operating Income ROE of 15%,
with one-third of the applicable Named Executive Officers’ 2023, 2024 and 2025 PSUs eligible to be earned under the
Net Operating Income ROE metric as measured by the Company’s full-year performance from January 1, 2025 through
December 31, 2025. Earn-outs between the performance levels are determined by straight-line interpolation.
60 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
The tables below set forth the amount of 2023 PSUs eligible to be earned to date by each applicable NEO based upon
Net Operating Income ROE. The earn-out reflects the percentage of the total target award that can be earned in any one
performance period, which is one-third of 50% (i.e., 16.7%) of the NEO’s total PSU target award for the 2023, 2024 and
2025 PSUs. The number of shares actually earned is calculated by applying the target award multiplier based upon the
Company’s full year performance:
2023 PSU ROE Grant
Net Operating Income ROE | Jim Williamson | Mark Kociancic | Jill Beggs | ||||
Target Award | |||||||
1,100 | 1,335 | 665 | |||||
Target Goal | Actual | Weight % | Target Multiplier (% of Target) | Earned PSUs | |||
2023 Period | 13.5%-14.5 % | 18.7% | 16.7% | 157.3% | 289 | 350 | 175 |
2024 Period | 17.0% | 9.0% | 16.7% | 33.3% | 62 | 75 | 37 |
2025 Period | 15.0% | 12.4% | 16.7% | 67.5% | 124 | 151 | 75 |
All earned shares resulting from achievement of the metrics herein are delivered to the participant upon the
Compensation Committee’s confirmation of the final earned amounts at the end of the 2023 PSUs respective three-year
performance periods. Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, so they
did not receive grants. Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he forfeited PSUs
and restricted shares scheduled to vest thereafter.
2023 PSUs TSR Against Target Grant
For the 2023 PSU grant, for which performance was completed in 2025, the Compensation Committee used TSR
measured against targets selected by the Compensation Committee as a metric. The TSR award metrics determined by
the Compensation Committee in February 2026 are as follows:
2023 TSR Award | Jim Williamson | Mark Kociancic | Jill Beggs | ||||
Target Award | |||||||
1,100 | 1,335 | 665 | |||||
Target | Actual | Weight % | Award Multiplier (% of Target) | Earned PSUs | |||
2023 Period | 13.5%-14.5% | 21.3% | 8.3% | 175% | 161 | 195 | 97 |
2024 Period | 17.0% | 9.2% | 8.3% | 35.0% | 33 | 39 | 19 |
2025 Period | 15.0% | 13.1% | 8.3% | 76.2% | 70 | 85 | 43 |
Since Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive
awards. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and restricted
shares scheduled to vest thereafter.
2026 Proxy Statement 61
The Company’s Compensation Philosophy and Objectives
2023-2025 PSUs TSR Against Peers Grant
The PSU awards eligible to be earned based on relative change to TSR are benchmarked against the percentage change
in TSR of a selected peer group, as measured cumulatively from January 1, 2023 through December 31, 2025 for the
2023 PSUs. For the 2023 PSU awards, the Compensation Committee determined that the following companies would
serve as the peer group:
AIG | Cincinnati Financial | Markel |
Arch Capital | CNA Financial | Renaissance Re |
Axis Capital | Hanover Insurance | W.R. Berkeley |
Chubb | Hartford Financial |
Companies that are no longer listed on a public exchange (e.g., due to acquisition or merger) during a measurement period
are omitted from the cumulative percentage change in TSR benchmarking for the entire related measurement periods.
Earn-outs between target levels for PSUs subject to the percentage change in TSR metric are also determined by
straight-line interpolation and will be certified by the Compensation Committee for eligibility at the end of the 2023 PSU
three-year performance periods.
For the 2023 PSUs, the percentage change in TSR metrics determined by the Compensation Committee in 2026 are
as follows:
2023 PSU Relative Change to TSR against Peers | Jim Williamson | Mark Kociancic | Jill Beggs | ||||
Target Award | |||||||
1,100 | 1,335 | 665 | |||||
Weight | Earn Out % | Actual Performance | Award Multiplier (% of Target) | Earned PSUs | |||
2023-2025 Period | 25% | 25% | 64th percentile | 142% | 391 | 474 | 237 |
Since Messrs. Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive
awards. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and restricted
shares scheduled to vest thereafter.
As a result, the total 2023 PSUs earned, taking into account satisfactory achievement of the three financial performance
metrics is as follows:
Jim Williamson | Mark Kociancic | Jill Beggs | |
2023 PSU Target Award | 1,100 | 1,335 | 665 |
Total 2023-2025 Net Operating Income ROE PSUs Earned | 475 | 576 | 287 |
Total 2023-2025 TSR PSUs Earned | 264 | 319 | 159 |
Total Relative TSR PSUs Earned | 391 | 474 | 237 |
Total PSUs Earned | 1,129 | 1,369 | 683 |
PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from
achievement of the metrics are delivered to the participant upon confirmation by the Compensation Committee of the
final earned amounts at the end of the PSUs three-year performance period. Due to Mr. Andrade’s resignation from the
Company, effective January 5, 2025, he forfeited PSUs and restricted shares scheduled to vest thereafter. Since Messrs.
Anzaldua and Vidovich joined the Company after the 2023 PSU grants were made, they did not receive awards.
62 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Named Executive Officer Compensation
The final amounts and factors considered by the Compensation Committee in making its decisions with regard to the
2025 performance year for each Named Executive Officer are described more fully below.
Company Financial Performance Assessment
The Compensation Committee assesses the financial performance of the Company in the context of the business
environment in which it operates, the performance of competitors with reasonably comparable operations and
management’s operating business plan for the period under review. The Compensation Committee also considers
management’s decisions and strategies deployed in positioning the Company for future growth and profitability. Our
compensation program is designed to reward executive officers for developing and achieving a business strategy that
emphasizes creation of longer-term shareholder value.
The Compensation Committee attaches significant importance to our executives’ ability to generate shareholder value
over time by achieving an attractive increase in dividend-adjusted book value per common share and in the achievement
of returns that provide an attractive compound growth rate in shareholder return. Through fiscal year 2025, the
Company has generated compound annual growth rate of 11% per year since going public in 1995 and achieved total
return over the same period equal to 658 points more than the analogous return achieved by the S&P 500 index as a whole.
This attractive long-term performance has been achieved during a period of significant natural catastrophe activity,
varying interest rate environments and repeated periods of soft market conditions.
2026 Proxy Statement 63
The Company’s Compensation Philosophy and Objectives
Financial Performance Measures Linking CEO and NEO Compensation to
Company Performance in 2025
When analyzing the performance and considering the overall compensation of our Named Executive Officers, the
Compensation Committee reviews the Company’s operational, strategic and financial performance over the short and
the long term. As noted above, in linking executive pay to Company performance, the Compensation Committee
selected the key Company financial performance metrics of annual Adjusted Net Operating Income ROE and relative
change in TSR as compared to a peer group for the performance share unit awards and Adjusted Net Operating Income
ROE for the annual bonus. In addition to these key financial performance indicators, the Compensation Committee also
identified additional financial metrics as most important in linking executive pay to Company performance. These
additional financial indicators are not necessarily tied to any one specific short-term financial target, but rather serve to
incentivize management to focus on long-term value creation.
In 2025, Everest took strategic steps to improve the portfolio by simplifying operations and strengthening the balance
sheet. The Company completed its one renewal casualty remediation in North America, obtained a $1.2 billion adverse
development cover and sold the renewal rights for certain lines of the commercial property and casualty insurance
business in the U.S., U.K., E.U. and Asia Pacific to AIG. Despite reserve strengthening, pre-tax catastrophe losses of $757
million and costs related to strategic actions, the Company generated a Net Operating Income ROE of 12.4% and Total
Shareholder Return of 13.1%. Everest also grew its net investment income by $170 million and returned $1.1 billion in
capital to shareholders in the form of share repurchases and common stock dividends. Everest delivered financial results
in line with a continuing focus on prudent risk management, disciplined underwriting and efficient capital management.
The Compensation Committee took subjective note of executive management’s role in delivering results in 2025.
Individual Performance Assessment Factors
In evaluating individual performance, the Compensation Committee qualitatively considers the following individual factors:
•each executive officer’s individual performance in his/her area of responsibility;
•individual effort in achieving company goals;
•effectiveness in fostering and working with a team-oriented approach;
•creativity, demonstrated leadership traits and future potential;
•level of experience; and
•total compensation relative to the executive’s internal peers.
No single individual performance factor is given materially more weight than another, although all are considered in the
context of an executive’s overall performance. Rather, these factors are representative of the qualities that we believe
make an effective executive.
64 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Incentive Cash Bonus
For Mr. Williamson, the total bonus was determined by application of two independent components: (1) Company
financial performance criteria and (2) individual performance criteria. For bonus calculation purposes, these components
are weighted 60% Company financial performance criteria and 40% individual performance criteria. Ms. Beggs
participated in the Annual Incentive Plan. Her bonus determination was based on a mix of Company, Reinsurance
division financial and strategic objectives and key results. Mr. Kociancic received a target bonus pursuant to the terms of
his Transition Agreement. In recognition of his transition to retirement, the Compensation Committee awarded Mr.
Anzaldua an annual bonus at target. Mr. Vidovich received an incentive bonus payment of $900,000 in March 2026, as
specified under the terms of the Vidovich Employment Agreement. This bonus payment was intended to compensate
Mr. Vidovich for the 2025 annual bonus payment forfeited at his prior employer.
For 2025, the Compensation Committee adopted the 2025 Adjusted Net Operating Income ROE (as defined above) as
the target financial performance metric. After considering whether to include multiple financial metrics to measure
performance, the Compensation Committee concluded that for (re)insurance companies such as Everest, whose ultimate
success in value creation derives from disciplined underwriting, prudent risk management and careful exposure analysis
in maximizing capital efficiency, Adjusted Net Operating Income ROE is a key performance indicator that ties each of
these value components together. Adjusted Net Operating Income ROE provides a holistic measurement of operating
performance because it encompasses the results of key individual performance indicators such as growth strategy,
revenue, loss ratio, expense management and combined ratio. Further, it removes any short-term incentive for
management to maximize any one particular metric in a given year.
In setting Adjusted Net Operating Income ROE as the financial performance criterion for non-equity incentive
compensation, the Compensation Committee determined that the targets were fair yet demanding in consideration of:
•the 2025 operating plan,
•the average operating return on equity achieved over several market cycles,
•the average operating return on equity among the companies in the selected peer group and
•the fact that the Company operates in an increasingly competitive and challenging market cycle.
In measuring the Company’s performance against the target operating plan ROE, the Compensation Committee
calculates an Adjusted Net Operating Income ROE. For purposes of this calculation, the Compensation Committee may
employ an adjustment to Net Operating Income ROE to more accurately reflect a normalized catastrophe risk
management measure over time and evaluate the executive team’s risk mitigation strategies. The adjustment for
catastrophe losses depends upon where losses fall within a Board approved range of potential catastrophe losses for a
particular year. If actual catastrophe losses fall within the range, no adjustment is made to the Adjusted Net Operating
Income ROE calculation for actual catastrophe losses. If actual catastrophe losses fall above the high end of the range
(+25% of forecasted catastrophe losses) or below the low end of the range (-25% of forecasted catastrophe losses), then
the respective maximum or minimum dollar limits are used to replace the actual catastrophe losses within the Adjusted
Net operating income calculation. Actual 2025 catastrophe losses fell within the range for 2025, therefore there was no
adjustment. Our annual operating plan assumes a “normalized” level of natural catastrophe losses as derived from a
10,000-year simulation of potential modeled events, updated to quantify the growing impact of human activity on
climate risk and the increased exposure factors associated with expected increased loss severity and frequency from
extreme climate events. Such a “normalized” catastrophe loss level translates to a Net Operating Income ROE that can
range widely from a low-single-digit to mid-teens percentage return for a given year based on competitive market
factors such as interest rate changes, business mix, market capacity and the impact of alternative capital. Utilizing an
adjusted catastrophe loss load in any one year will reflect, over the long term, the performance of the portfolio relative to
expected performance and does not overly benefit compensation during benign years of catastrophe activity nor unduly
penalize compensation during years of intense activity. This method takes account of the inherent volatility of
catastrophe events from year to year and balances it against the normalizing effect of using an average annualized
expected incidence of catastrophes over the long term. Consequently, over the long-term, the calculation of incentive
compensation should reflect the actual performance of the portfolio relative to its expected performance.
2026 Proxy Statement 65
The Company’s Compensation Philosophy and Objectives
Mr. Williamson’s Annual Cash Incentive Goals and Compensation
Mr. Williamson served as the Company’s President and CEO in 2025, with a base salary of $1,250,000. For fiscal year
2025, the Compensation Committee established financial and individual performance-based criteria for purposes of
establishing the bonus award amount for Mr. Williamson under the Executive Incentive Plan.
Maximum Bonus (140% of Target Bonus) | $3,500,000 |
Target Bonus (200% of Base Salary) | $2,500,000 |
The Compensation Committee considered 60% of Mr. Williamson’s bonus to be independently determined based on
the tiered Company Adjusted Net Operating Income ROE measures shown below.
Performance Level | Financial Performance Measure (Adjusted Net Operating Income ROE) | Potential Bonus (Financial Performance Component) | |
Maximum | >=18% | 60% of 140% of Target Bonus | $2,100,000 |
Target | 15.0% | 60% of Target Bonus | $1,500,000 |
Threshold | 9.0% | 60% of 25% of Target Bonus | $375,000 |
Below Threshold | <9.0% | Zero | $0 |
After comparing the Company’s fiscal year 2025 results to the performance measures established, the Compensation
Committee concluded, based on the actual Adjusted Net Operating Income ROE of 12.4%, that the resulting cash bonus
for the financial performance based component for Mr. Williamson was as follows:
Financial Performance Measure (ROE) | 2025 Plan Operating ROE (Target) | 2025 Adjusted Operating ROE | Resulting Bonus (Financial Performance Based Component) |
60.0% | 15% | 12.4% | $1,012,500 |
The Compensation Committee separately considered the 40% portion of Mr. Williamson’s bonus based on individual
performance.
Individual Performance Measure | Potential Bonus (Individual Performance Component) |
40% of 140% of Target Bonus (Maximum) | $1,400,000 |
40% of 100% of Target Bonus (Target) | $1,000,000 |
In determining Mr. Williamson’s final 2025 bonus and equity award, the Compensation Committee took note of the
Company’s strategic efforts under Mr. Williamson’s guidance in conjunction with his execution of responsibilities as CEO.
The Committee gave particular consideration to Mr. Williamson’s leadership in reshaping the Company’s portfolio and
strengthening the balance sheet, including the sale of renewal rights of the Commercial Retail Insurance business in
certain geographies, completing the one-renewal casualty insurance remediation in North America, returning $1.1
billion in capital to shareholders, recruitment of new executives in key leadership roles and refocused attention on long
term growth within the Reinsurance and Wholesale & Specialty divisions.
Mr. Williamson’s total resulting cash bonus payment as approved by the Compensation Committee was as follows:
Performance Measure | 2025 Plan Operating ROE (Target) | 2025 Adjusted Operating ROE | Resulting Bonus Payment |
Adjusted Operating ROE | 15% | 12.4% | $1,012,500 |
Individual Performance | $1,187,500 | ||
Total Actual Cash Bonus | $2,200,000 |
In summary, Mr. Williamson was promoted to President and Chief Executive Officer in January 2025 with a base salary of
$1,250,000 and in February 2025 received restricted share awards valued at $3,825,395 on the grant date (consisting of
an annual restricted share award valued at $1,325,195 and a one-time retention grant of restricted shares valued at
$2,500,200) and an annual 2025 PSU award target valued at $1,325,195 on the grant date.
66 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Mr. Andrade’s Annual Compensation
Mr. Andrade resigned from the Company in January 2025. For his service to the Company, Mr. Andrade received total
compensation of $54,089. Mr. Andrade did not receive a bonus under the Executive Incentive Plan or any equity grants
for fiscal year 2025, and previously granted unvested equity was forfeited upon his departure from the Company.
Other Named Executive Officers’ Annual Cash Incentive Goals
and Compensation
In February 2025, the Compensation Committee established the following separate financial and individual
performance-based criteria under the Executive Incentive Plan for purposes of the incentive cash bonus target award
amounts for Messrs. Kociancic and Anzaldua. Ms. Beggs participated in the Annual Incentive Plan. Messrs. Andrade and
Vidovich did not participate in an annual incentive plan for 2025.
Mark Kociancic | Ricardo Anzaldua | |
Maximum Bonus (200% of Target Bonus) | $3,290,000 | $1,904,000 |
Target Bonus | $1,645,000 | $952,000 |
The Compensation Committee considered 60% of each NEO’s bonus to be independently determined based on the
tiered Company Adjusted Net Operating Income ROE measures shown below.
Performance Level | Financial Performance Measure (Plan Operating ROE) | Mark Kociancic | Ricardo Anzaldua | |
Potential Bonus (Financial Performance Based Component) | ||||
Maximum | >=18% | 60% of 200% of Target Bonus | $1,974,000 | $1,142,400 |
Target | 15.0% | 60% of 100% of Target Bonus | $987,000 | $571,200 |
Threshold | 9.0% | 60% of 25% of Target Bonus | $246,750 | $142,800 |
Below Threshold | <9.0% | Zero | $0 | $0 |
After comparing the Company’s fiscal year 2025 results to the performance measures established, the Compensation
Committee concluded, based on the actual Adjusted Net Operating Income ROE of 12.4%, that the achievement of the
financial performance based component was as follows:
Mark Kociancic | Ricardo Anzaldua | |||
Financial Performance Measure (ROE) | 2025 Plan Operating ROE (Target) | 2025 Adjusted Operating ROE | Actual Achievement (Financial Performance Based Component) | |
60.0% | 15% | 12.4% | $666,225 | $385,560 |
The remaining 40% portion of the bonus was weighted based on individual performance:
Individual Performance Measure | Mark Kociancic | Ricardo Anzaldua |
Potential Bonus (Individual Performance Component) | ||
40% of 200% of Target Bonus (Maximum) | $1,316,000 | $761,600 |
40% of Target Bonus | $658,000 | $380,800 |
In 2025, Messrs. Kociancic and Anzaldua were awarded annual bonuses as described below.
2026 Proxy Statement 67
The Company’s Compensation Philosophy and Objectives
Mr. Kociancic’s Compensation
Mr. Kociancic served as the Company’s Executive Vice President and Group Chief Financial Officer with a base salary of
$940,000 and received 2025 restricted share awards valued on the grant date at $2,500,200 (including an annual
restricted share award valued at $1,000,011 and a one-time retention grant of restricted shares valued at $1,500,189
awarded in February 2025) and an annual 2025 PSU award target valued at $1,000,011. In November 2025, the
Company announced that Mr. Kociancic would be retiring from his position as Executive Vice President and Chief
Financial Officer in May 2026 and serving in an advisory capacity until July 2026. He was paid a cash bonus of $1,645,000
for 2025 pursuant to a Transition Agreement, dated November 25, 2025, as filed with the SEC as Exhibit 10.52 to the
Company’s 2025 Form 10-K.
Ms. Beggs’s Compensation
Ms. Beggs was promoted in 2025 to the role of Executive Vice President and Chief Executive Officer of Reinsurance with
a base salary of $725,000, restricted share awards valued on the grant date at $1,438,015 (consisting of her annual
award valued at $437,828 and a one-time retention grant valued at $1,000,187) and a 2025 PSU award target valued at
$437,828. Ms. Beggs’s 2025 cash bonus of $900,000 was based on Company achievement of Adjusted Net Operating
Income ROE of 12.4%, Reinsurance division results and achievement of objectives and key results related to areas such
as underwriting quality and pricing.
Mr. Vidovich’s Compensation
A new member of the Company’s executive team, Mr. Vidovich served as the Company’s Executive Vice President and
General Counsel starting in November 2025. For the period during which he served in 2025, he earned a base salary of
$80,769 and had all other compensation of $19,025. He did not receive restricted share awards or a PSU award in 2025.
Mr. Vidovich received payments of $1,200,000 in December 2025 and $900,000 in March 2026 pursuant to the Vidovich
Employment Agreement to compensate him for the value of equity and a 2025 annual incentive bonus each of which
were forfeited from his prior employer. For further information, please see the section below called “Employment,
Change of Control and Other Agreements.“
Mr. Anzaldua’s Compensation
Mr. Anzaldua served as the Company’s Executive Vice President and General Counsel with a base salary of $680,000,
restricted share awards valued at $544,271 and a 2025 PSU award target valued at $544,271. In September 2025, the
Company announced Mr. Anzaldua would be retiring. In recognition of his transition to retirement, the Compensation
Committee awarded Mr. Anzaldua an annual cash bonus at target of $952,000. As disclosed on the Current Report on
Form 8-K filed with the SEC on March 16, 2026, he signed a Separation, Transition Services and General Release
Agreement and left the Company on March 13, 2026.
Other Forms of Compensation
Apart from the salary, bonus and long-term compensation components discussed above, all employees including
executive officers receive other forms of compensation from the Company, including Company-paid term life insurance,
partially subsidized medical and dental plan, Company-paid disability insurance and participation in a Company-
sponsored 401(k) employee savings plan. Certain executives also participate in a Supplemental Savings Plan.
Clawback Policy
The Company has a Clawback Policy covering current and former employees, including NEOs and other Section 16
officers. The Clawback Policy was updated, effective December 1, 2023, to comply with SEC rules and NYSE listing
standards. The new rules and standards mandate recoupment of incentive-based compensation from the Company’s
current and former Section 16 officers in the event that the Company issues a restatement of its financial statements,
to the extent such incentive-based compensation received by the Section 16 officer exceeds the amount that would
have been received by that individual based on the restated financial statements. Additionally, the Clawback Policy
provides for forfeiture and repayment of any incentive-based compensation (including vested and unvested equity
awards) granted or paid to any individual during the period in which he or she engaged in material willful misconduct,
including but not limited to fraudulent misconduct, in which case the Clawback Policy also requires the repayment and
termination of any payments and benefits provided to such individual pursuant to any severance or similar agreement.
A copy of the Clawback Policy was included as Exhibit 97.1 to the Company’s 2025 Form 10-K.
Anti-Hedging Policy
The Company’s Ethics Guidelines and Insider Trading Policy prohibit our executive officers, directors and other
employees from trading in options in the Company’s shares. Prohibited options include trading in “put” and “call”
options on Company stock or other securities and options awarded under the 2020 Stock Incentive Plan or any expired
stock incentive plan (but does not exclude the exercise of any compensation-related options granted under the 2020
68 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Stock Incentive Plan or another plan). Further, the Company’s anti-hedging policy prohibits its officers, directors and
other employees from engaging in transactions geared toward “shorting” the Company’s stock or trading in straddles,
equity swaps or other derivative securities that are directly linked to the Company’s common shares. The foregoing anti-
hedging policy is part of the Company’s “Inside Information and Restrictions on Trading” section of the Company’s Ethics
Guidelines, which provides a series of restrictions applicable to all transactions in Company stock and other classes of
securities by certain individuals, including directors, officers and employees of the Company (as well as to others living in
the same household as such individuals).
Stock Ownership and Retention Guidelines
The Board has adopted stock ownership and retention guidelines for all senior officers with the title of Executive Vice
President or above (including each of our NEOs), in order to further align the personal interests of these executives with
those of our shareholders. Ownership guidelines require each covered executive to own shares of Company stock with a
value equal to, for the Chief Executive Officer, six (6) times base salary and for each other covered executive, three (3)
times base salary, calculated annually. In general, ownership and retention requirements may be satisfied by all shares
owned (however acquired), unvested restricted share awards granted under the 2020 Stock Incentive Plan (or other
stock incentive plan) and PSUs awards that have been earned or “banked” during the performance period but not yet
paid out. Unearned PSUs are not counted for purposes of the ownership and retention requirements. Any covered
executive who does not meet the stock ownership guidelines must hold at least 50% of the “net shares” received (after
reduction for payment of any exercise price and/or taxes) upon the exercise of stock options, payout of performance
shares or PSUs or vesting of time-based restricted shares until the ownership guidelines are met. Because covered
executives must hold at least 50% of the net shares received from any exercise of stock options, payout of performance
shares or vesting of time-based restricted stock until they achieve the specified guidelines, there is no minimum time
period required to achieve the guidelines. In addition, any covered executive who does not meet the stock ownership
guidelines must also refrain from selling any owned shares until the guidelines are met. For 2025, each NEO who served
with the Company for the full year was in compliance with stock ownership guidelines other than Mr. Anzaldua.
Perquisites and Other Benefits
When deemed appropriate, the Company provides Named Executive Officers with perquisites and other personal
benefits that are reasonable and consistent with the overall compensation plan and the philosophy of attracting and
retaining key employees. The Compensation Committee periodically reviews these awards of perquisites and
other benefits. In 2025, the Compensation Committee approved a new income tax preparation benefit pursuant to which
certain designated Executive Officers of the Company may be reimbursed up to $10,000 per calendar year for personal
income tax preparation services. For further information on the costs incurred by the Company for perquisites and other
benefits, please see the Summary Compensation Table below.
Tax and Accounting Implications
Section 162(m) of the U.S. Internal Revenue Code (the “Code”) limits the deductibility of annual compensation in excess
of $1 million paid to “covered employees” of the Company with some limited exceptions for compensation paid
pursuant to certain arrangements in place on November 2, 2017. For 2018 and thereafter, our covered employees will
generally include anyone who (i) was the CEO or chief financial officer at any time during the year, (ii) was one of the
other Named Executive Officers or (iii) was a covered employee for any year after 2016.
As with prior years, although the Compensation Committee will consider deductibility under Section 162(m) of expenses
incurred in compensating executive officers, deductibility will not be the sole factor used in determining appropriate
levels or methods of compensation. The Compensation Committee considers many factors when designing its
compensation arrangements, in addition to the deductibility of the compensation, and maintains the flexibility to grant
awards or pay compensation amounts that are non-deductible if they believe it is in the best interest of our Company
and our shareholders to do so.
Compensation Risk Management
In line with the Company’s requirements to manage risks associated with the Company’s compensation programs, our
Compensation Committee seeks to ensure that our executive compensation program does not encourage inappropriate
risk taking by our executives.
2026 Proxy Statement 69
The Company’s Compensation Philosophy and Objectives
Role of the Compensation Consultant
The Compensation Committee has sole discretion to retain or obtain the advice of a compensation consultant,
independent legal counsel or other advisor (“Advisor”) to provide independent advice to the Compensation Committee.
Meridian Compensation Partners (“Meridian”) served as the Compensation Committee’s Advisor for 2025.
The Advisors were engaged to offer views on:
•Evaluation of Executive Compensation Programs
•Selection of peer groups
•Compensation best practices
•Benchmarking data
•Director Compensation
•Report on trends and developments in executive compensation
The Compensation Committee reviews the independence of the Advisors annually in accordance with the six
independence factors listed in the NYSE rules to understand the nature and scope of the Advisor’s relationships with
Everest’s Board and its executive officers. Based on that review, the Compensation Committee has determined that
Meridian is independent, and work conducted in 2025 did not raise any conflicts of interest.
The foregoing provides a general overview of the Company’s philosophy on executive compensation. The tables
contained in the subsequent sections attribute specific dollar values to the various aspects of executive compensation
previously discussed.
70 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Compensation of Executive Officers
The following table sets forth compensation paid or accrued to the Company’s Chief Executive Officer, former Chief
Executive Officer, Executive Vice President and Chief Financial Officer and each of our three other most highly paid
executive officers who served during fiscal year 2025 (collectively, the NEOs). The principal position listed under the
name of each executive officer is as of December 31, 2025.
2025 Summary Compensation Table
Stock Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | ||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Restricted Stock Awards(2) | Performance Share Unit Awards(3) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | |||||||||
Jim Williamson President and CEO | |||||||||||||||||
2025 | $1,227,116 | $3,825,395 | $1,325,195 | $2,200,000 | - | $374,794 | $8,952,500 | ||||||||||
2024 | $886,154 | $1,340,240 | $660,328 | $903,300 | - | $308,832 | $4,098,854 | ||||||||||
2023 | $830,770 | $940,667 | $420,624 | $1,452,500 | - | $252,760 | $3,897,321 | ||||||||||
Juan C. Andrade Former President and CEO | |||||||||||||||||
2025 | $48,077 | - | - | - | - | $6,012 | $54,089 | ||||||||||
2024 | $1,250,000 | $3,000,113 | $3,000,113 | - | - | $689,079 | $7,939,305 | ||||||||||
2023 | $1,250,000 | $2,376,523 | $2,376,523 | $3,250,000 | - | $656,485 | $9,909,531 | ||||||||||
Mark Kociancic Executive Vice President and Chief Financial Officer | |||||||||||||||||
2025 | $930,769 | $2,500,200 | $1,000,011 | $1,645,000 | - | $369,563 | $6,445,543 | ||||||||||
2024 | $900,000 | $1,370,171 | $675,108 | $903,300 | - | $387,666 | $4,236,245 | ||||||||||
2023 | $894,231 | $1,181,570 | $510,484 | $1,556,200 | - | $374,403 | $4,516,888 | ||||||||||
Jill Beggs Executive Vice President and Chief Executive Officer of Reinsurance | |||||||||||||||||
2025 | $696,154 | $1,438,015 | $437,828 | $900,000 | $51,650 | $172,826 | $3,696,473 | ||||||||||
Anthony Vidovich Executive Vice President and General Counsel | |||||||||||||||||
2025 | $80,769 | $2,100,000 | - | - | - | - | $19,025 | $2,199,794 | |||||||||
Ricardo Anzaldua Former Executive Vice President and General Counsel | |||||||||||||||||
2025 | $680,000 | $544,271 | $544,271 | $952,000 | - | $233,325 | $2,953,867 | ||||||||||
2024 | $680,000 | $777,095 | $383,190 | $682,493 | - | $240,006 | $2,762,784 | ||||||||||
(1)Amount shown consists of payments of $1,200,000 in December 2025 and $900,000 in March 2026 pursuant to the Vidovich Employment Agreement to
compensate Mr. Vidovich for the value of equity and a 2025 annual incentive bonus, each of which was forfeited from his prior employer.
(2)Amounts shown are the aggregate grant date fair value for restricted awards granted computed in accordance with FASB ASC Topic 718. Restricted
share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2025 vest at the rate of 33 1/3%
per year over three years, and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the
Company’s 2025 Form 10-K. Restricted shares are granted on the day that they are awarded by the Compensation Committee and valued as of the grant
date. For Messrs. Williamson, Kociancic and Beggs, the amounts include one-time executive retention awards valued at $2,500,200, $1,500,189 and
$1,000,187, respectively. For further information regarding these one-time retention awards, please see the section above titled “Time-Vested Share
Awards.” The Company determines fair market value by averaging the high and low market price on the grant date.
(3)Amounts shown are the aggregate grant date fair value for performance share unit awards granted computed in accordance with FASB ASC Topic 718,
at the target achievement percentage (100%), and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial
Statements in the Company’s 2025 Form 10-K. The performance achievement factor can range between 0% and 175% (for PSU grants prior to 2025) and
0% and 200% (for PSU grants in 2025) of the target grant. If the participants were to have achieved the maximum performance achievement factor for the
2025 grants, the value as of the grant date for PSUs would have been as follows: Mr. Williamson, $2,650,391; Mr. Kociancic, $2,000,022; Ms. Beggs,
$875,655; and Mr. Anzaldua, $1,088,541.
(4) Ms. Beggs participated in the qualified defined benefit pension plan that terminated in 2024. Earnings on the Supplemental Savings Plan are not
included as they are invested in the same investment offerings as the qualified savings plan and are not preferential.
2026 Proxy Statement 71
The Company’s Compensation Philosophy and Objectives
For the Named Executive Officers, the 2025 amounts in the All Other Compensation column include:
Williamson | Andrade | Kociancic | Beggs | Vidovich | Anzaldua | |
Employer Matching Contributions (Qualified and Non-qualified) | $36,814 | $1,442 | $27,923 | $20,885 | $2,423 | $20,400 |
Dividends on Restricted Shares | $140,232 | - | $135,680 | $39,488 | - | $23,856 |
Employer Discretionary Contribution (Qualified and Non- qualified)(1) | $149,129 | $3,846 | $146,726 | $104,298 | $6,462 | $109,000 |
Executive Long-Term Disability | $27,068 | $678 | $36,876 | $6,298 | - | $8,235 |
Other(2) | $21,551 | $46 | $22,358 | $1,858 | $10,140 | $71,834 |
Total: | $374,794 | $6,012 | $369,563 | $172,826 | $19,025 | $233,325 |
(1)Messrs. Williamson, Andrade, Kociancic, Vidovich, Anzaldua and Ms. Beggs each received an additional qualified plan contribution pursuant to the
Company’s Savings Plan and non-qualified plan contributions.
(2) Amounts include life insurance premiums paid for the benefit of each of the Company’s Named Executive Officers; umbrella insurance premiums, a car
allowance and the incremental cost to the Company for personal security services during travel for Mr. Williamson; umbrella insurance premiums, a car
allowance and tax preparation services for Mr. Kociancic; umbrella insurance premiums and a housing allowance for Mr. Vidovich; and a $61,767 travel
allowance, umbrella insurance premiums and the costs of an executive physical and tax preparation services for Mr. Anzaldua.
Grants of Plan-Based Awards
The following table sets forth certain information concerning equity and cash awards granted under the Company’s
Stock Incentive Plan and the Executive Performance Annual Incentive Plan during 2025 to the Named Executive Officers.
2025 Grants of Plan-Based Awards
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | Restricted Stock Awards Number of Shares(2) | Grant Date Fair Value of Stock Awards | ||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold | Target(4) | Maximum(5) | Restricted Stock Awards(3) | PSU Awards(6) | ||||||||||
Jim Williamson | 2/26/2025 | 447 | 3,847 | 7,694 | 3,847 | $1,325,195 | $1,325,195 | ||||||||||||
2/26/2025 | 7,258 | $2,500,200 | |||||||||||||||||
— | $625,000 | $2,500,000 | $3,500,000 | ||||||||||||||||
Mark Kociancic | 2/26/2025 | 457 | 2,903 | 5,806 | 2,903 | $1,000,011 | $1,000,011 | ||||||||||||
2/26/2025 | 4,355 | $1,500,189 | |||||||||||||||||
— | $411,250 | $1,645,000 | $3,290,000 | ||||||||||||||||
Jill Beggs | 2/26/2025 | 1,271 | 2,542 | 1,271 | $437,828 | $437,828 | |||||||||||||
9/11/2025 | 2,909 | $1,000,187 | |||||||||||||||||
— | $942,500 | ||||||||||||||||||
Ricardo Anzaldua | 2/26/2025 | 260 | 1,580 | 3,160 | 1,580 | $544,271 | $544,271 | ||||||||||||
— | $238,000 | $952,000 | $1,904,000 | ||||||||||||||||
(1) Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan or Annual Incentive Plan. The actual award is shown in the
“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Plan table. Neither Mr. Andrade nor Mr. Vidovich received grants of
plan based awards in 2025.
(2)This column shows the number of restricted shares granted in 2025 to the Named Executive Officers pursuant to the 2020 Stock Incentive Plan for grants
made on February 26, 2025. Additionally, one-time retention awards of restricted shares were granted to Messrs. Williamson and Kociancic on February
26, 2025, and Ms. Beggs on September 11, 2025. For additional information regarding these one-time retention awards, please see the section above
titled "Time-Vested Share Awards." Restricted shares granted in 2025 vest at the rate of 33 1/3% per year over three years. During the restricted period,
quarterly dividends are paid to the Named Executive Officer.
(3)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions
presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K.
(4)This column shows the number of performance share units outstanding at December 31, 2025 for each Named Executive Officers pursuant to the 2020
Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after three years.
(5)This column shows the number of performance share units outstanding at December 31, 2025 for each Named Executive Officers pursuant to the 2020
Stock Incentive Plan, assuming achievement at the maximum level (200%). Performance share units vest 100% after three years.
(6)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions
presented in Note 14 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K.
72 2026 Proxy Statement
The Company’s Compensation Philosophy and Objectives
Outstanding Equity Awards at Fiscal Year-End 2025
Stock Awards(1) | ||||||
Restricted Stock Awards | PSU Awards | |||||
Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | ||
Jim Williamson | 16,710 | $5,670,539 | 3,780 | $1,282,743 | ||
Mark Kociancic | 13,810 | $4,686,424 | 3,092 | $1,049,270 | ||
Jill Beggs | 6,901 | $2,341,854 | 1,316 | $446,585 | ||
Ricardo Anzaldua | 2,982 | $1,011,942 | 1,704 | $578,252 | ||
(1)Restricted share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2024 and 2025 vest at
the rate of 33 1/3% annually over a three-year period. Please refer to the CD&A for more details on the PSU vesting dates and terms. Grant dates for the
restricted shares are as shown in the table that follows. Neither Mr. Andrade nor Mr. Vidovich had outstanding equity awards at fiscal year end.
(2)Determined by multiplying the NYSE December 31, 2025 closing price of $339.35 by the number of outstanding restricted share awards or by the
number of both unvalued and unvested performance share unit awards (determined assuming the maximum level of performance).
Grant Date | 2/23/2021 | 2/23/2022 | 2/23/2023 | 2/28/2024 | 2/26/2025 | 9/11/2025 |
Jim Williamson | ||||||
Restricted Share Awards | 581 | 1,130 | 1,476 | 2,418 | 11,105 | |
PSU Awards | 1,100 | 1,787 | 3,847 | |||
Mark Kociancic | ||||||
Restricted Share Awards | 820 | 1,406 | 1,854 | 2,472 | 7,258 | |
PSU Awards | 1,335 | 1,827 | 2,903 | |||
Jill Beggs | ||||||
Restricted Share Awards | 289 | 654 | 798 | 980 | 1,271 | 2,909 |
PSU Awards | 665 | 724 | 1,271 | |||
Ricardo Anzaldua | ||||||
Restricted Share Awards | 1,402 | 1,580 | ||||
PSU Awards | 1,037 | 1,580 |
Stock Option Exercises and Shares Vested
The following table sets forth certain information concerning the number and value of vested shares at the end of 2025
held by the Named Executive Officers. The Named Executive Officers do not hold any outstanding stock options.
Share Awards (PSUs ) | Share Awards (Restricted Stock) | ||||||
Name | Number of Shares Acquired at Settlement | Value Realized at Settlement(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | |||
Jim Williamson | 1,303 | $472,601 | 3,939 | $1,337,572 | |||
Mark Kociancic | 1,620 | $587,578 | 7,577 | $2,516,034 | |||
Jill Beggs | 758 | $274,928 | 1,371 | $469,217 | |||
Ricardo Anzaldua | 0 | 0 | 701 | $249,013 | |||
(1)Amount reflects the aggregate market share value on the day of settlement of the performance share unit award.
(2)Amount reflects the aggregate market share value on the day that the restricted shares vest.
2026 Proxy Statement 73
The Company’s Compensation Philosophy and Objectives
Pension Benefits
Ms. Beggs participated in the Everest Reinsurance Company Retirement Plan (the “Retirement Plan”), a tax-qualified
defined benefit pension plan, during her employment with the Company between 1992 and 2002. Upon re-joining the
Company in 2021, Ms. Beggs retained her credited service under the Retirement Plan. As of April 1, 2010, the
Retirement Plan was closed to new employees. Therefore, none of the other NEOs were eligible to participate. The
Retirement Plan was subsequently terminated in 2024. For further information on the termination of the Retirement Plan,
please see Note 16 to the Consolidated Financial Statements in the Company’s 2025 Form 10-K. Ms. Beggs received a
lump sum settlement payout in 2025 of $51,650 representing her entire vested balance under the Retirement Plan.
2025 Pension Benefits Table | ||||
Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year |
Jill Beggs | Everest Reinsurance Company Retirement Plan | 9.8 | - | $51,650 |
2025 Non-Qualified Deferred Compensation Table
The 2025 Non-qualified Deferred Compensation Table shows information about the Supplemental Savings Plan(1) and
Deferred Bonus and Salary Contribution Plan. Neither Messrs. Andrade nor Vidovich participated in non-qualified
deferred compensation plans in 2025.
Name | Executive Contributions in Last Fiscal Year(2) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawal/ Distributions | Aggregate Balance at Last Fiscal Year-End(3) |
Jim Williamson | |||||
Everest Re Supplemental Savings Plan | $26,314 | $150,943 | $144,717 | - | $1,007,006 |
Non-qualified deferred bonus and salary contribution plan | $196,851 | - | $446,943 | - | $1,615,966 |
Mark Kociancic | |||||
Everest Re Supplemental Savings Plan | $17,423 | $136,149 | $174,314 | - | $1,189,285 |
Non-qualified deferred bonus and salary contribution plan | $139,615 | - | $256,581 | - | $820,622 |
Jill Beggs | |||||
Everest Re Supplemental Savings Plan | $10,385 | $90,183 | $55,708 | - | $393,685 |
Non-qualified deferred bonus and salary contribution plan | $75,000 | - | $195,852 | - | $810,799 |
Ricardo Anzaldua | |||||
Everest Re Supplemental Savings Plan | $9,900 | $90,900 | $6,851 | $— | $212,276 |
Non-qualified deferred bonus and salary contribution plan | - | - | - | - | - |
(1)The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute a
percentage of his or her base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans.
When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the
Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional fixed contribution by the
Company. Withdrawal is permitted only upon cessation of employment.
(2)All of the amounts reported in this column are included in the 2025 Summary Compensation Table, as applicable.
(3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan and the Everest Reinsurance
Non-Qualified Deferred Compensation Plan.
74 2026 Proxy Statement
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of
Regulation S-K, we are providing the following information regarding the relationship between compensation actually
paid to our Named Executive Officers and the Company’s financial performance.
Pay Versus Performance Table
The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT
Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer
(“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO
NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected
measure). Adjusted Operating ROE (also referred to in this Proxy Statement as Adjusted Net Operating Income ROE) was
selected as the most relevant and important measure in the relationship of compensation actually paid to NEOs relative
to 2025 Company performance. Adjusted Operating ROE is a relevant measure in our short-term and long-term
incentive plans for our NEOs.
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 | $ | $ | $ | $ | $ | $ | $ | |
2024 | $ | $ | $ | $ | $ | $ | $ | |
2023 | $ | $ | $ | $ | $ | $ | $ | |
2022 | $ | $ | $ | $ | $ | $ | $ | |
2021 | $ | $ | $ | $ | $ | $ | $ | |
(1)Jim Williamson served as Principal Executive Officer (“PEO”) starting on January 5, 2025 and Juan Andrade
2025.
(2)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.
(3)Assumes $100 invested on 12/31/2020 in Everest Common Shares, including reinvestment of dividends.
(4)For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or
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.
(5)The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table.
(6)Adjusted Net Operating Income ROE for 2023 and 2024 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated
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.
2026 Proxy Statement 75
Pay Versus Performance Disclosure
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 | $ | $ | $ | $ | $ |
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $( | $( | $( | $( | $( |
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $ | $ | $ | $ | $ |
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(1) | $ | $ | $ | $ | $( |
± 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) | $ | $ | $ | $ | $( |
Compensation Actually Paid | $ | $ | $ | $ | $ |
“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 | $ | $ | $ | $ | $ |
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $( | $( | $( | $( | $( |
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $ | $ | $ | $ | $ |
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(3) | $ | $ | $ | $ | $( |
± 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) | $ | $ | $ | $ | $( |
– Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit Pension Plan | $( | N/A6 | $( | $ | $( |
+ Service cost and prior service cost | $ | $ | $ | $ | $ |
Average Compensation Actually Paid | $ | $ | $ | $ | $ |
(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.
76 2026 Proxy Statement
Pay Versus Performance Disclosure
Relationship Between Compensation Actually Paid and Financial
Performance Measures
Item 402(v)) and performance measures that are included in the preceding pay versus performance tabular disclosure.
2026 Proxy Statement 77
Pay Versus Performance Disclosure
78 2026 Proxy Statement
Pay Versus Performance Disclosure
(1) TSR is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus dividends
Per Share.
2026 Proxy Statement 79
Pay Versus Performance Disclosure
Tabular Disclosure of the Most Important Measures Linking Compensation
Actually Paid in 2025 to Company Performance
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.
80 2026 Proxy Statement
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure
In 2025, the Total Compensation of the median employee was $187,057 and our CEO’s Total Compensation, as defined under
SEC rules, was $8,952,500. Therefore, the ratio of the Total Compensation of our CEO, Jim Williamson, to the Total
Compensation of our median employee was 49 to 1.
Methodology
•Date selected to determine employee population for purposes of identifying the median employee:
December 31, 2025.
•Median employee identified using Total Compensation, which includes base salary, bonus and stock awards
(if any), as well as any other compensation.
•Employees from all Everest locations included in calculation to identify median.
•Salaries, bonuses and stock for non-US employees converted to USD (at 12/31/2025).
•Annual salary, bonus and stock target amounts were included for mid-year hired employees who were not
otherwise eligible to participate in the full 2025 annual compensation review process.
•“All Other Compensation” including but not limited to insurance premiums, allowances, employer matching
contributions (qualified and non-qualified), dividends on restricted shares and employer discretionary
contributions was also included in the calculation of Total Compensation.
2026 Proxy Statement 81
Employment, Change Of Control And Other Agreements
Employment agreements have been entered into with Messrs. Williamson, Kociancic, Anzaldua, Vidovich and Ms. Beggs.
Employment agreements are entered into when it is determined that an employment agreement assists in obtaining
assurance as to the executive’s continued employment in light of the prevailing market competition for the particular
position, or where the Compensation Committee believes that an employment agreement is appropriate to attract an
executive in light of market conditions and the prior experience of the executive. Employment agreements with key
executive officers further provide the Company protection against the potential loss of business that could result from
the departure of a key executive by including non-disclosure, non-compete and non-solicitation covenants in such
agreements. The terms of the agreement take into consideration the executive’s prior background, experience,
compensation, competitive conditions and negotiations with the executive. During 2025, Messrs. Williamson, Kociancic,
Anzaldua, and Vidovich were all participants in the CIC Plan.
Jim Williamson
Effective January 22, 2025, Everest Global entered into an employment agreement with Mr. Williamson to serve as
President and CEO of the Company as filed on a Current Report on Form 8-K/A dated March 28, 2025. Mr. Williamson’s
employment agreement provides for annual compensation of $1,250,000 in base salary, a target incentive bonus equal to
200% of base salary and a target stock award equal to 420% of base salary (as may be adjusted). The employment
agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good
reason are outlined in the sections and the tables below.
Juan Andrade
Mr. Andrade resigned from the Company in January 2025. For his service to the Company in 2025, Mr. Andrade
received total compensation of $54,089. He did not receive a bonus under the Executive Incentive Plan or any equity
grants for fiscal year 2025, and previously granted unvested equity was forfeited upon his departure from the Company.
Mark Kociancic
Effective September 8, 2020, Everest Global entered into an employment agreement with Mr. Kociancic to serve as
Executive Vice President and Chief Financial Officer of the Company. The agreement was automatically renewed
following the agreement’s initial expiration date of October 12, 2023. Mr. Kociancic subsequently entered into an
Amended and Restated employment agreement with Everest Global, effective April 25, 2024, for an indefinite term to
serve in the same role. Mr. Kociancic’s employment agreement originally provided for annual compensation of $900,000
in base salary (which has since been increased to $940,000), a target incentive bonus equal to 140% of base salary and a
target stock award equal to 217% of base salary (as may be adjusted). The employment agreement’s material terms for a
termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections
and tables below. Mr. Kociancic's employment agreement provides that, upon a termination of employment by the
Company without "cause" or by Mr. Kociancic for "good reason", Mr. Kociancic is entitled to receive (i) a separation
allowance of two times his base salary paid in equal installments over 12 months, (ii) vesting of restricted stock scheduled
to vest through the first anniversary of such termination, (iii) 12 months Company-provided disability and life insurance
continuation and (iv) a lump sum payment for the cost of medical and dental coverage (through COBRA or otherwise) for
12 months.
On November 25, 2025, Mr. Kociancic entered into a Separation, Transition and Release Agreement with the Company
(the “Transition Agreement”) as disclosed on the Current Report on Form 8-K filed with the SEC on December 2, 2025.
Pursuant to the Transition Agreement, he will serve as an advisor to the Company from May 1, 2026 through July 31,
2026 (the “Separation Date”) and, for such services, will continue to be paid his current $940,000 base salary. The
Transition Agreement provided Mr. Kociancic with a 2025 annual bonus payable at the target level of $1,645,000 and an
award under the 2020 Plan with a grant date target value of $2,500,000, 50% in the form of restricted stock awards and
50% in the form of performance share units. Subject to Mr. Kociancic's continued employment through the Separation
Date and his execution of a release of claims, the Transition Agreement provides for payment of (a) the payments and
benefits payable under his employment agreement for a termination by the Company without "cause", (b) payment of a
pro rata portion of Mr. Kociancic's 2026 annual bonus at the target amount, and (c) a lump sum payment representing
the cost of an additional six months (for 18 months total) medical and dental coverage (through COBRA or otherwise).
Jill Beggs
Effective October 13, 2021, Everest Reinsurance entered into an employment agreement with Ms. Beggs to serve as
Senior Vice President and Head of North America Reinsurance. The agreement was automatically renewed following the
agreement’s initial expiration date of November 30, 2024. Ms. Beggs’ employment agreement originally provided for
annual compensation of $615,000 in base salary (which has since been increased to $725,000), a target incentive bonus
equal to 75% of base salary and a target stock award equal to 120% of base salary (each of which may be adjusted). The
employment agreement’s material terms for a termination on death, disability or a termination without cause or
resignation for good reason are outlined in the sections and tables below.
82 2026 Proxy Statement
Ricardo Anzaldua
Effective June 12, 2023, Everest Global entered into an employment agreement with Mr. Anzaldua to serve as Executive
Vice President and General Counsel of the Company. Mr. Anzaldua subsequently entered into an Amended and
Restated employment agreement with Everest Global, effective April 22, 2024, that provided for annual compensation of
$680,000 in base salary, a target incentive bonus equal to 140% of base salary and a target stock award equal to 160% of
base salary (as may be adjusted). He ceased serving as an executive officer in November 2025 and in connection with
his departure from the Company on March 13, 2026, he entered into the Separation, Transition Services and Release
Agreement as described on the Current Report on Form 8-K filed with the SEC on March 16, 2026.
Anthony Vidovich
Effective November 17, 2025, Everest Global entered into an employment agreement with Mr. Vidovich to serve as
Executive Vice President and General Counsel of the Company. The Vidovich Employment Agreement (and the
addendum thereto) provide for annual compensation of $700,000 in base salary, a target incentive bonus equal to 150%
of base salary and a target stock award equal to 179% of base salary (as may be adjusted). Mr. Vidovich’s employment
agreement further provides for a one-time sign-on cash award of $1.8 million ($1.2 million of which was paid in
December 2025 to offset the value of forfeited equity from his prior employer and $600,000 to be paid within 30 days of
the first anniversary of his employment commencement date). The Vidovich Employment Agreement also provides for a
sign-on equity grant of restricted shares with a target value equal to $1.8 million which were granted in February 2026.
The Vidovich Employment Agreement’s material terms for a termination on death, disability or a termination without
cause or resignation for good reason are outlined in the sections and tables below.
Change of Control Arrangements.
The Company’s change of control arrangements, embodied within the CIC Plan, are principally intended to provide
continuity of management by motivating executive officers to remain with the Company, despite the uncertainty that
arises in the context of a change in control. The CIC Plan is administered by the Compensation Committee, which selects
participants from among the senior executives of the Company and its subsidiaries. Among others, the Compensation
Committee selected Messrs. Williamson, Kociancic, Anzaldua and Vidovich to participate in the plan.
The CIC Plan provides that if, within two years after the occurrence of a “material change” (as defined in the plan)
a participant terminates his or her employment for good reason (as defined in the plan) or the Company terminates
the participant’s employment for any reason other than for due cause (as defined in the plan), then (a) all of the
participant’s outstanding stock options granted under the Company’s stock plans (if any) shall immediately vest and
remain exercisable for three months following termination of employment; (b) all restrictions on the participant’s
restricted shares awarded under the Company’s share plans (except for PSUs, which are not subject to the CIC Plan)
shall immediately terminate and lapse; (c) the participant shall receive a cash payment equal to the participant’s
average annual salary and incentive bonus for the three most recent taxable years (or such shorter period as may be
applicable) multiplied by a number between 2.00 and 2.99 as determined by the Compensation Committee (in 2025, for
Mr. Williamson, the number was 2.5; for Messrs. Kociancic, Anzaldua and Vidovich the number was 2.0); (d) the
participant shall continue to be covered under the Company’s medical and dental insurance plans for a period of two
years from the date of termination; and (e) the participant shall receive “special retirement benefits” in an amount that
will equal the retirement benefits he or she would have received under the Everest Reinsurance Retirement Plan and/or
the Everest Reinsurance Employee Saving Plan and any supplemental, substitute or successor plans adopted by the
Company had he or she continued in the employ of the Company for a two-year period following termination.
The CIC Plan includes a “Best Net” provision regarding the determination and treatment of “golden parachute payments”
under Section 280G of the Code. Under the “Best Net” provision, if there are any “excess parachute payments” under
Section 280G of the Code that trigger an excise tax, payments and benefits are reduced to avoid an excess parachute
payment if doing so results in a higher after-tax benefit to the participant. The participant and the Company shall agree on
a national accounting firm to perform the calculations necessary to determine the amount of the parachute payment, as
well as the maximum amount the participant would be entitled to receive without being subject to the excise tax. The PSU
award is not subject to the CIC Plan and is governed by the Performance Stock Unit Award Agreement and any pertinent
employment agreement.
Potential Payments Upon Termination or Change in Control
The tables below give a reasonable estimate of the incremental amount of compensation that might be paid to each of
the Named Executive Officers, other than Messrs. Andrade and Anzaldua, in the event of termination of employment on
December 31, 2025. The amounts shown assume that such termination, change in control, death or disability was
effective as of December 31, 2025 and includes estimates of amounts to which the Named Executive Officer might be
entitled incremental to amounts earned during such time. The actual amounts to be paid out can only be determined at
the time of such executive’s separation from the Company and may be changed at the discretion of the Compensation
Committee.
2026 Proxy Statement 83
Payments Made Upon Termination.
Regardless of the manner in which a Named Executive Officer’s employment terminates, he or she is entitled to receive
amounts earned during his or her term of employment. Such amounts include: accrued salary, amounts contributed
under the Employee Savings Plan and the Supplemental Savings Plan (see Non-qualified Deferred Compensation Table).
The retirement plans offer a survivor annuity, if elected by the participant. For a termination for good reason or without
cause on December 31, 2025, each of the NEOs would have been eligible to earn all remaining installments of PSUs for
performance periods ending prior to or on the date of termination, vesting of equity awards, insurance benefits and
severance payments in accordance with the terms of their employment agreement, a one-time payment equal to two
times base annual salary (or 1.5 times base salary in the case of Mr.Williamson), subject to signing a waiver of all claims,
and certain non-compete agreements under the terms of the employment agreements would apply. All other PSUs
would be forfeited.
Payments Made Upon Retirement.
Generally, subject to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as
reaching the age of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result
of retirement with the consent of the Compensation Committee. PSUs are forfeited if retirement occurs prior to age 65
(and completion of five years of service). In the event of retirement at age 65 or older (with completion of five years of
service) but prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains
eligible to receive all remaining installments of PSUs. The settlement date of PSUs for completed installment periods
would be the date that is 60 days following the date of retirement. The remaining PSUs would be settled between the
certification that performance criteria have been met and March 15th of the calendar year following the last performance
period.
Payments Made Upon Death or Disability.
In the event of death or disability, in addition to the benefits listed under the headings above, the NEO will receive
benefits under the Company’s disability plan or payments under the Company’s life insurance program, as available to
employees generally. Pursuant to the terms of their employment agreements, in the event of the death or disability of
Messrs. Williamson, Kociancic, Vidovich and Ms. Beggs any incentive bonus earned but not yet paid for the completed
full fiscal year immediately preceding the employment termination date would be paid. Accordingly, assuming a
hypothetical death or disability of those Named Executive Officers on December 31, 2025, each would have been
entitled to any incentive bonus earned but not yet paid relating to fiscal 2025 performance. Such bonus amounts would
have been $2,200,000 for Mr. Williamson, $1,645,000 for Mr. Kociancic, $900,000 for Ms. Beggs, and $900,000 for Mr.
Vidovich.
In the event of the death or disability of any of the NEOs (other than Mr. Vidovich), the restrictions on restricted shares
lapse. The following table lists the value of equity awards for each Named Executive Officer (other than Mr. Vidovich who
did not have any equity grants in 2025) at the NYSE closing price of $339.35 at year-end 2025 as if all vested on
December 31, 2025, with PSU values determined based on 100% of target performance. For PSUs, in the event of death
or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains
eligible to receive all remaining installments of the PSUs. The settlement date of PSUs for completed installment periods
would be the date that is 60 days following the date of the death or disability. The remaining shares would be settled
between the certification of the performance and the March 15th of the calendar year following the last performance
period.
The number of shares that would have been delivered in the event of an executive’s retirement at age 65 (after
completing five years of service) or death or disability is valued as of December 31, 2025 in the table below.
Name | PSUs | Restricted Shares | Total |
Jim Williamson | $2,053,227 | $5,670,539 | $7,723,766 |
Mark Kociancic | $1,848,356 | $4,686,424 | $6,534,780 |
Jill Beggs | $818,395 | $2,341,854 | $3,160,249 |
Anthony Vidovich | - | - | - |
Termination or Change of Control
As described above, Messrs. Williamson, Kociancic and Vidovich are participants in the Company’s CIC Plan. Payments
are made under the plan to the respective Named Executive Officer if he experiences a covered termination of
employment within two years following a change in control. Ms. Beggs was not in the CIC Plan, so her payments would
be governed by the provisions of her employment agreement and performance share unit award agreements, as
applicable. The table below gives a reasonable estimate of what might have been paid to each Named Executive Officer
in the event of a covered termination of employment on December 31, 2025, based on the plan terms in effect at that
84 2026 Proxy Statement
time. The employment agreements entered into by Messrs. Williamson, Kociancic and Vidovich and Ms. Beggs
separately address payments that may be made and benefits continued in the event of a termination without due cause
or resignation for good reason, outside of a change in control, as defined in the respective agreements. As of December
31, 2025, Mr. Anzaldua was not an executive officer. He departed the Company on March 13, 2026 and, in connection
with such such termination of employment, received the payments and benefits described in the section titled
“Employment, Change of Control and Other Agreements” above.
Name | Incremental Benefit | Termination Without Cause or Resignation for Good Reason | Termination Following Change in Control | ||
Jim Williamson | Cash Payment | $4,075,000 | (1) | $9,375,000 | (5) |
Restricted Stock Value | $2,222,064 | (2) | $5,670,539 | (6) | |
PSU Value | $771,162 | (3) | $2,149,857 | (7) | |
Benefits Continuation | $32,229 | (4) | $48,000 | ||
Pension Enhancement | - | $1,181,000 | |||
Total Value | $7,100,455 | $18,424,396 | (8) | ||
Mark Kociancic | Cash Payment | $3,525,000 | (1) | $4,370,074 | (5) |
Restricted Stock Value | $1,966,873 | (2) | $4,686,424 | (6) | |
PSU Value | $799,765 | (3) | $1,921,281 | (7) | |
Benefits Continuation | $32,229 | (4) | $48,000 | ||
Pension Enhancement | - | $659,000 | |||
Total Value | $6,323,867 | $11,684,779 | (8) | ||
Jill Beggs | Cash Payment | $2,350,000 | (1) | $2,350,000 | |
Restricted Stock Value | $937,963 | (2) | $937,963 | (6) | |
PSU Value | $372,150 | (3) | $850,337 | (7) | |
Benefits Continuation | $29,442 | (4) | $29,442 | ||
Pension Enhancement | - | - | |||
Total Value | $3,689,555 | $4,167,742 | (8) | ||
Anthony Vidovich | Cash Payment | $2,300,000 | (1) | $1,961,538 | (5) |
Restricted Stock Value | - | (2) | - | (6) | |
PSU Value | - | (3) | - | (7) | |
Benefits Continuation | $32,229 | (4) | $48,000 | ||
Pension Enhancement | - | $256,000 | |||
Total Value | $2,332,229 | $2,265,538 | (8) |
(1)Pursuant to the terms of Mr. Williamson’s employment agreement, he would have been paid a cash severance in equal installments over a 12-month
period equal to 1.5 times his base salary. Each of Messrs. Kociancic and Vidovich and Ms. Beggs would have been paid two times their base salary over a
12-month period. All would receive any annual incentive bonus earned but not yet paid for the completed full fiscal year prior to termination (which for
Messrs. Williamson and Vidovich would be in full satisfaction of any pro rata bonus entitlement under their employment agreements since employment
termination occurred on the final day of the fiscal year).
(2)Pursuant to the terms of each Named Executive Officer’s employment agreement, unvested restricted stock would continue to vest in accordance with its
terms in the 12-month period following termination for Ms. Beggs and Messrs. Williamson and Kociancic. Mr. Vidovich did not have any unvested
restricted stock as of December 31, 2025.
(3)Under the terms of the performance share unit award agreements, Ms. Beggs and Messrs. Williamson and Kociancic would have received the PSU
installments pursuant to any performance goals achieved prior to or on the departure date from the Company. The remaining PSUs installments would
be forfeited. Mr. Vidovich did not have any outstanding performance share unit awards as of December 31, 2025.
(4)Pursuant to the terms of their respective employment agreements, Ms. Beggs and Messrs. Williamson, Kociancic and Vidovich would continue to
participate in the disability and life insurance programs until the earlier of a certain number of months or until they become eligible for comparable
benefits provided by a subsequent employer, and they would have received a cash payment to enable them to pay for medical and dental coverage for a
certain number of months. For Ms. Beggs and Messrs. Williamson, Kociancic and Vidovich the number is 12.
(5)The CIC Plan provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years times a factor assigned
by the Board. In 2025, the factor was 2.0 for Messrs. Kociancic and Vidovich and 2.5 for Mr. Williamson.
(6)The unvested equity awards for each applicable Named Executive Officer are valued at the NYSE closing price of $339.35 at 2025 year end as if all vested
on December 31, 2025.
(7) In the event of a Change in Control, the Company may elect to continue the PSU awards subject to the 2020 Stock Incentive Plan and Performance Share
Unit Award Agreement. According to the award agreement, if 2/3 or more of the performance period has elapsed, installments are valued according to
the actual achievement factor, and the remaining installments are valued at the target performance (100%).
(8)The CIC Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially result in a reduced
figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the Company. Under the
provision, in the event of an excess parachute payment that triggers the excise tax, payments and benefits are reduced to avoid an excess parachute
payment only if doing so results in a higher after-tax benefit to the participant.
2026 Proxy Statement 85
Compensation Committee Interlocks and Insider Participation
Compensation Committee Interlocks And Insider Participation
During 2025, the Compensation Committee was comprised of John Howard, John Amore, Allan Levine, Gerri Losquadro
and Roger M. Singer, all of whom are independent Non-Employee Directors of the Company and none of whom is or has
been an officer of the Company. No Compensation Committee interlocks existed during 2025.
86 2026 Proxy Statement
Miscellaneous — General Matters
Miscellaneous — General Matters
Certain Relationships and Related Party Transactions
As referred to in the Company’s Ethics Guidelines, the Company oversees related party transactions with persons
serving as directors, officers and employees (“Insiders”) by prohibiting Insiders from acting on behalf of the Company
in connection with any transaction in which the Insider has a personal interest or personal benefit. When a personal
interest or personal benefit is identified, Insiders are required to report the matter to the Company’s Chief Compliance
Officer for analysis and evaluation. Additionally, at least once annually, Insiders complete questionnaires in which they
are required to disclose any transactions with a personal interest or personal benefit. As appropriate, the Company’s
General Counsel or Chief Compliance Officer reports matters to the Audit Committee.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s Section 16 officers and directors, as well as persons who
beneficially own more than ten percent of a registered class of the Company’s equity securities (“Reporting Persons”), to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Reporting Persons are required by
SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file.
Based solely on the Company’s review of the copies of the forms it has prepared, received and representations that
no other reports were required, the Company believes that all of its Reporting Persons have filed with the SEC on a
timely basis all required Forms 3, 4 and 5 with respect to transactions during fiscal year 2025, except for a Form 3 for Mr.
Page that was filed late by the Company due to administrative delays related to the issuance of his filing codes.
Shareholder Proposals for the 2027 Annual General Meeting of Shareholders
To be considered for inclusion in the Company’s Proxy Statement and Proxy Card relating to the 2027 Annual General
Meeting of Shareholders, a shareholder proposal must be received by the Secretary of the Company in proper form at
the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, no later than
December 11, 2026.
If the shareholder proposal relates to a nomination for director, then the proposal must be made in accordance with the
procedures set forth in Bye-law 12, as discussed in the section titled “Nominating and Governance Committee.” Any
proposal not submitted in accordance with those procedures, including a proposal made outside the Rule 14a-8
process, will be considered untimely. This Bye-law is available on the Company’s website or by mail from the Corporate
Secretary’s office.
Proxy Solicitations
The expense of this proxy solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be
solicited in person or by telephone, facsimile or mail by directors or officers who are employees of the Company without
additional compensation. Georgeson LLC will provide solicitation services to the Company for a fee not to exceed
$10,000 plus out-of-pocket expenses. The firm will solicit proxies by personal interview, telephone, facsimile and mail.
The Company will, on request, reimburse shareholders of record who are brokers, dealers, banks or voting trustees, or
their nominees, for their reasonable expenses in sending proxy materials and annual reports to the beneficial owners of
the shares they hold of record.
Delivery of Documents to Shareholders Sharing an Address
The SEC has adopted rules that permit companies and intermediaries, such as brokers and banks, to satisfy delivery
requirements for our notices with respect to two or more shareholders sharing the same address by delivering a single
notice addressed to those shareholders. This process, known as “householding,” reduces costs associated with duplicate
printings and mailings and means that we and some brokers will send only one copy of the Proxy Statement, the Notice
of our Annual General Meeting and the Annual Report of the Company to shareholders who share the same address.
Shareholders sharing the same address will continue to receive separate Proxy Cards.
If you hold Common Shares in your own name and you want to receive separate copies of the Proxy Statement or Notice
of our Annual General Meeting and the Annual Report in the future, or if you receive multiple copies and want to receive
only one copy, contact Computershare Investor Services using the information below.
If you hold Common Shares in street name and you want to receive separate copies of the Proxy Statement or Notice of
our Annual General Meeting and the Annual Report in the future, or if you receive multiple copies and want to receive
only one copy, contact your broker, bank, or other nominee.
2026 Proxy Statement 87
Miscellaneous — General Matters
Transfer Agent and Registrar
The Company has appointed Computershare Trust Company, N.A. to serve as transfer agent, registrar and dividend
paying agent for the Common Shares. Correspondence relating to any share accounts or dividends should be
addressed to:
Computershare Investor Services
P.O. BOX 43006
Providence, RI 02940-3006
Overnight correspondence should be sent to:
Computershare Investor Services
150 Royall St., Suite 101
Canton, MA 02021
(877) 373-6374 (Shareholder Services – Toll Free)
(781) 575-2725 (Shareholder Services)
All transfers of certificates for Common Shares should also be mailed to the above address.
By Order of the Board of Directors
Jim Williamson
President and CEO
April 10, 2026
88 2026 Proxy Statement
Appendix A — Non-GAAP Measures
Appendix A
Information Regarding Non-GAAP Financial Measures
Information Regarding Non-GAAP Financial Measures
In this Proxy Statement, the Company has included certain non-GAAP financial measures. The Company uses these
non-GAAP financial measures to facilitate a deeper understanding of the profitability drivers of our business, results of
operations, financial condition and liquidity. The Company believes that such measures are important to investors
and other interested persons, and that these measures are a useful supplement to GAAP information concerning the
Company’s performance. These measures may not, however, be comparable to similarly titled measures used by
companies within or outside of the insurance industry. Non-GAAP financial measures should be viewed in addition to,
and not as an alternative for, or superior to, the Company’s financial measures prepared in accordance with generally
accepted accounting principles (“GAAP”).
A reconciliation of the non-GAAP financial measures to the most comparable corresponding GAAP financial measure
is included on the following pages.
After-tax Net Operating Income (Loss)
After-tax net operating income (loss) (also referred to in this Proxy Statement as net operating income (loss)) consists
of net income (loss) excluding after-tax net gains (losses) on investments and after-tax net foreign exchange
income (expense).
Although net gains (losses) on investments and net foreign exchange income (expense) are an integral part of the
Company’s reinsurance/insurance operations, the determination of net gains (losses) on investments and foreign
exchange income (expense) is independent of the reinsurance/insurance underwriting process. The Company believes
that the level of net gains (losses) on investments and net foreign exchange income (expense) for any particular period
are not indicative of the performance of the underlying business in that particular period. Providing only a GAAP
presentation of net income (loss) makes it more difficult for users of the financial information to evaluate the Company’s
success or failure in its basic business and may lead to incorrect or misleading assumptions and conclusions. The
Company understands that the equity analysts who follow the Company focus on after-tax net operating income (loss)
in their analyses for the reasons discussed above. The Company provides after-tax net operating income (loss) to
investors so that they have what management believes to be a useful supplement to GAAP information concerning the
Company’s performance.
Year-to-Date | |||
(Dollars in millions, except per share amounts) | December 31, | December 31, | |
2025 | 2024 | ||
After-tax net operating income (loss) | 1,875 | 1,289 | |
After-tax net gains (losses) on investments | (115) | 12 | |
After-tax net foreign exchange income (expense) | (169) | 72 | |
Net income (loss) | $1,591 | $1,373 | |
Attritional Combined Ratio
The combined ratio is calculated as the sum of total incurred losses and loss adjustment expenses, commission and
brokerage expenses, and other underwriting expenses, divided by net premiums earned. The attritional combined ratio
is defined as the combined ratio, adjusted to exclude catastrophe losses, net catastrophe reinstatement premiums, prior
year development and COVID-19 losses. The Company believes the combined attritional ratio is useful to management
and investors because the adjusted ratio provides for better comparability and more accurately measure the Company’s
underlying underwriting performance. The following table is a reconciliation of the combined ratio and attritional
combined ratio for the periods noted:
2026 Proxy Statement 89
Appendix A — Non-GAAP Measures
Year-to-Date | |||
(Dollars in millions, except per share amounts) | December 31, | December 31, | |
2025 | 2024 | ||
Combined ratio | 98.6% | 102.3% | |
Adjustment for catastrophe losses | (5.3)% | (5.9)% | |
Adjustment for reinstatement premiums | 0.4% | 0.5% | |
Adjustment for prior year development (1) | (4.2)% | (8.8)% | |
Adjustment for other items | 0.1% | —% | |
Attritional combined ratio | 89.6% | 88.1% | |
Adjustment for profit commission | (0.2)% | (0.5)% | |
Attritional combined ratio excluding impact of profit commission | 89.4% | 87.6% | |
(1) Prior-year development includes the impact of COVID-19 losses. | |||
Net Operating Income Return On Equity (“ROE”) & Annualized Total Shareholder Return
Net Operating income ROE is calculated by dividing after-tax net operating income (loss) by average shareholders'
equity, adjusted for average net unrealized depreciation (appreciation) of fixed maturity, available for sale securities. A
reconciliation of net income, the most comparable GAAP measure, to net operating income is presented above. The
Company believes net operating income ROE is a useful measure for management and investors as it allows for better
comparability and removes variability when assessing the results of operations. A reconciliation of Net Operating Income
ROE and Net Income ROE is shown below.
Annualized TSR (“TSR”) is calculated as year-to-date growth in book value per common share outstanding (excluding
URA(D)) plus year-to-date dividends per share. Book value per common share outstanding excluding net unrealized
appreciation (depreciation) of fixed maturity, available for sale securities (“URA(D)”) is a non-GAAP measure, and is
calculated as reported shareholders’ equity less URA(D), divided by common shares outstanding. Book value per share is
the most comparable GAAP measure. The Company believes this metric is useful to management and investors as it
shows the value of shareholder returns on a per share basis after eliminating the variability of investments held at
fair value.
90 2026 Proxy Statement
Appendix A — Non-GAAP Measures
A reconciliation of Net Operating Income ROE and Net Income ROE, TSR, and Book value per common share
outstanding excluding URA(D) is shown below.
Year-to-Date | |||
(Dollars in millions, except per share amounts) | December 31, | December 31, | |
2025 | 2024 | ||
Beginning of period shareholders’ equity | $13,875 | $13,202 | |
Add: Net unrealized depreciation (appreciation) of fixed maturity, available for sale securities | 849 | 723 | |
Adjusted beginning of period shareholders' equity | $14,724 | $13,925 | |
End of period shareholders’ equity | $15,461 | $13,875 | |
Add: Net unrealized depreciation (appreciation) of fixed maturity, available for sale securities | (5) | 849 | |
Adjusted end of period shareholders’ equity | $15,455 | $14,724 | |
Average adjusted shareholders’equity | $15,090 | $14,325 | |
After-tax net operating income (loss) | $1,875 | $1,289 | |
After-tax net gains (losses) on investments | (115) | 12 | |
After-tax foreign exchange income (expense) | (169) | 72 | |
Net income (loss) | $1,591 | $1,373 | |
Return on equity (annualized) | |||
After-tax net operating income (loss) | 12.4% | 9.0% | |
After-tax net gains (losses) on investments | (0.8)% | 0.1% | |
After-tax foreign exchange income (expense) | (1.1)% | 0.5% | |
Net income (loss) | 10.5% | 9.6% | |
Common shares outstanding | 40.7 | 43.0 | |
Book value per common share outstanding (1) | 379.83 | 322.97 | |
Book value per common share outstanding (excluding URA(D)) (2) | 379.70 | 342.74 | |
Total Shareholder Return (TSR) (3) | 13.1% | 9.2% | |
(Some amounts may not reconcile due to rounding.) | |||
(1) Book value per common share is calculated as reported end of period shareholders’ equity divided by common shares outstanding. | |||
(2) Book value per common share outstanding excluding net unrealized appreciation (depreciation) of fixed maturity, available for sale securities (“URA(D)”) is a non-GAAP measure that is calculated as reported shareholders’ equity less URA(D), divided by common shares outstanding. Book value per common share outstanding is the most comparable GAAP measure. The Company believes this metric is useful to management and investors as it shows the value of shareholder returns on a per share basis after eliminating the variability of investments held at fair value. A reconciliation of book value per common share outstanding (excluding URA(D)) and book value per share is shown above. | |||
(3) Annualized Total Shareholder Return (“TSR”) is calculated as year-to-date growth in book value per common share outstanding (excluding URA(D)) plus year-to-date dividends per share. | |||
2026 Proxy Statement 91
Appendix B — 2025 Employee Stock Purchase Plan
Appendix B
First Amendment To The Everest Group, Ltd. 2020 Stock Incentive
Plan
Everest Group, Ltd. (the “Company”), a company incorporated and existing under the laws of Bermuda, by resolution of
its Board of Directors (the “Board”) adopted the Everest Group, Ltd. 2020 Stock Incentive Plan, which became effective
as of May 11, 2020 (the “Plan”). Section 7 of the Plan authorizes the Board to amend the Plan at any time or from time to
time. This amendment to the Plan (“Amendment”) was adopted by resolution of the Board on February 26, 2026, subject
to approval of the Company’s shareholders at the Company’s 2026 annual meeting of its shareholders on May 13, 2026
(the “Amendment Effective Date”). This Amendment, together with the Plan, constitutes the entire Plan as amended to
date.
1.New Section 2(a) will be added with the following language:
“Amendment” means the First Amendment to the Plan.
2.A new Section 2(b) will be added with the following language:
“Amendment Effective Date” means the date of shareholder approval of the Amendment.
3.As a result of the addition of the new Sections 2(a) and 2(b), the remaining sections within Section 2 of the Plan
will be renumbered accordingly.
4.Section 5(b) of the Plan is amended by deleting the section in its entirety and replacing it with the following new
sentence: “Subject to the adjustment provisions of Section 9 hereof, the maximum number of shares that may
be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of: (i) 812,000
shares of Stock; (ii) any shares previously granted under the Plan and under the Corporation’s 2010 Stock
Incentive Plan, as amended (the “Prior Plan”), in either case that are outstanding as of the Amendment Effective
Date; and (iii) all other shares remaining available for grant under the Plan as of the Amendment Effective Date,
prior to giving effect to the Amendment (and including, for the avoidance of doubt, any shares previously
granted under the Prior Plan that were forfeited, expired or canceled after the Effective Date of the Plan without
delivery of shares or which resulted in the forfeiture of the shares back to the Corporation under the terms of the
Prior Plan).”
5.Except as expressly amended hereby, the remaining provisions of the Plan shall continue in full force and effect,
without any waiver, amendment or modification of any provision thereof.
Dated: May _, 2026
EVEREST GROUP, LTD.
By: /s/__________________
Name:
Title:
FAQ
What key proposals are Everest Group (EG) shareholders voting on in the 2026 AGM?
Shareholders will vote on electing 11 directors, appointing KPMG as 2026 auditor, approving a non-binding advisory vote on 2025 executive compensation, and approving an amendment to the 2020 Stock Incentive Plan that increases the available share pool for future equity awards.
How many Everest Group (EG) shares can vote at the May 13, 2026 annual meeting?
A total of 44,886,259 common shares are entitled to vote as of March 16, 2026. This figure reflects voting limits on shares held by a subsidiary and excludes 58,156 non‑voting shares, ensuring the voting base reflects only eligible, voting common shares.
What change is proposed to Everest Group’s 2020 Stock Incentive Plan?
The company proposes adding 812,000 common shares to the 2020 Stock Incentive Plan, raising the available share pool from 233,455 to 1,045,455 as of March 16, 2026. Management expects this larger pool to support approximately three to four years of equity-based awards.
What is the potential dilution from Everest Group’s equity plans including the new shares?
Total potential overhang from outstanding awards, remaining available shares, and the requested 812,000 additional shares is 1,932,137 shares. This represents 4.30% of the 44,886,259 common shares outstanding as of March 16, 2026, based on the company’s disclosed calculation.
How did Everest Group (EG) perform financially in 2025?
For 2025, Everest reports gross written premium of $17.7 billion, a 98.6% combined ratio, and net income of $1.6 billion. Net operating income was $1.9 billion, with total shareholder return of 13.1% and net operating income return on equity of 12.4%, using disclosed non‑GAAP measures.
What corporate governance features does Everest Group highlight in this proxy?
Everest emphasizes an 11‑member board with 10 independent directors, an independent board chair, fully independent key committees, annual elections of all directors, majority vote standards, regular executive sessions of non‑management directors, and shareholder access without minimum ownership thresholds for nominating qualified director candidates.
How is Everest Group aligning executive pay with shareholder interests?
The company uses performance share units, long-term incentive awards, and stock ownership guidelines—six times base salary for the CEO and three times for other named executive officers. It maintains a clawback policy, prohibits hedging and pledging, and holds an annual advisory “Say on Pay” vote on executive compensation.