DEF 14A of Arch Capital Group Ltd., Mar 25, 2025

DEF 14A of Arch Capital Group Ltd.

Filed Mar 25, 2025 · FY20240000947484-25-000031

Open on EDGAR

  1. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS Our Board is composed of 13 members, divided into three classes, serving staggered three-year terms. The Board intends to present for action at the Annual Meeting the election of Jack L. Bunce, Jr., Moira Kilcoyne, Alexander Moczarski and Nicolas Papadopoulo to serve as Class III Directors for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal. Such nominees were recommended by the Nominating and Governance Committee for approval by the Board. Unless authority to vote for these nominees is withheld, the enclosed proxy will be voted for these nominees, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that any of these nominees is unable or declines to serve. After approximately 11 years of service on the Board, Eugene S. Sunshine, a current Class III Director, will not stand for re-election following the completion of his current term.

  2. Nominees

    Nominees

  3. Nominees

    | John L. Bunce, Jr. | | | | n | 66 years old | Mr. Bunce is a Managing Director and Founder of Greyhawk Capital Management, LLC and Managing Director and Founder of Steel Box, LLC. Both Greyhawk and Steel Box are investment organizations. Mr. Bunce has served as a director of numerous public and private companies and he continues to serve on several private company boards and as an Overseer of the Hoover Institution. He holds an A.B. from Stanford University and an MBA from Harvard Business School. Mr. Bunce’s qualifications for service on our Board include his corporate finance background, investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries and service on boards of directors of other companies. | | n | Director since November 2001 | | | n | Class III Director of Arch Capital | | | n | Executive Committee | | | n | Finance, Investment and Risk Committee | | | n | Nominating and Governance Committee | |

  4. Nominees

    | Moira Kilcoyne | | | | n | 63 years old | Ms. Kilcoyne is a technology industry veteran with extensive financial services experience. From 2013 to 2016, she served as Managing Director, Co-Chief Information Officer of Morgan Stanley where she co-headed the company’s global technology and data business and she also sat on the firm’s Management Committee. Prior to becoming Managing Director, Co-Chief Information Officer, Ms. Kilcoyne held a number of senior technology roles within Morgan Stanley. She currently serves on the boards of directors of Quilter plc and is a member of the Board of Governors of FINRA. Prior board roles have included Citrix Systems, Inc. and as a Trustee of Manhattan College. Ms. Kilcoyne has a B.S. in Mathematics from Manhattan College. Ms. Kilcoyne’s qualifications for service on our Board include her more than 30 years of experience in the technology industry, her extensive financial services experience and service on boards of directors of other companies. | | n | Director since January 2020 | | | n | Class III Director of Arch Capital | | | n | Audit Committee | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  5. Nominees

    | Alexander Moczarski | | | | n | 69 years old | Mr. Moczarski has over 35 years of insurance industry experience and retired as Chairman of Marsh McLennan Companies, International in January 2025. Prior to becoming Chairman, he held leadership positions at Guy Carpenter & Company, LLC, as well as various international regional segments and divisions of Marsh McLennan and American International Group, Inc. Mr. Moczarski chaired Marsh India from 2016-2025, he was a Global Director of the US India Business Council and he previously served as Chairman of Blue Marble Micro. He currently serves on the board of Independent Diplomat. Mr. Moczarski holds a B.A. from the University of Manchester, and he completed the Stanford Executive Program at the Stanford Graduate School of Business. The Nominating and Governance Committee engaged an independent consulting firm to assist it in identifying and assessing potential candidates, resulting in the identification, evaluation and nomination of Mr. Moczarski for election to the Board. Mr. Moczarski’s qualifications for service on our Board include his strong insurance industry background, his extensive executive management in the insurance industry and his service on board of directors of other companies. | | n | Director since February 2025 | | | n | Class III Director of Arch Capital | | | n | Compensation and Human Capital Committee | | | n | Underwriting Oversight Committee | |

  6. Nominees

    | | 2025 PROXY STATEMENT | | 19 |

  7. Nominees

    | Nicolas Papadopoulo | | | | n | 62 years old | Mr. Papadopoulo has been CEO of Arch Capital Group Ltd. and a member of the board since October 2024. Prior to his appointment, he served as the President and Chief Underwriting Officer of Arch Capital Group and CEO of Arch Worldwide Insurance Group from January 2021 to October 2024. From September 2017 to December 2020, Mr. Papadopoulo was Chairman and CEO of Arch Worldwide Insurance Group and CUO for Property and Casualty Operations. From July 2014 to September 2017, Mr. Papadopoulo was Chairman and CEO of Arch Reinsurance Group. He joined Arch Reinsurance Ltd. (“Arch Re Bermuda”) in December 2001, where he held a variety of underwriting roles. Prior to Arch, he held various positions at Sorema N.A. Reinsurance Group, a U.S. subsidiary of Groupama. He was also an insurance examiner with the Ministry of Finance, Insurance Department, in France. Mr. Papadopoulo previously served on the board of directors of Coface SA and Premia Holdings Ltd. Mr. Papadopoulo graduated from École Polytechnique in France and École Nationale de la Statistique et de l’Administration Economique in France with a master’s degree in statistics. He is also a Member of the International Actuarial Association and a Fellow at the French Actuarial Society. Mr. Papadopoulo’s qualifications for service on our Board include his strong insurance industry background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations. | | n | Director since October 2024 | | | n | Class III Director of Arch Capital | | | n | Executive Committee | |

  8. Nominees

    A majority of the votes cast will be required to elect the above nominees as Class III Directors of Arch Capital.

  9. Recommendation of the Board

    Recommendation of the Board

  10. Recommendation of the Board

    | | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL. |

  11. Appointed Directors, Continuing Directors and Senior Management

    Appointed Directors, Continuing Directors and Senior Management The following individuals are our appointed and continuing directors:

  12. Appointed Directors, Continuing Directors and Senior Management

    | Francis Ebong | | | | n | 44 years old | Mr. Ebong is currently Chief Service Experience Officer at PayPal, where he focuses on using Artificial Intelligence and automation to transform how PayPal supports businesses and consumers. Prior to PayPal, he served as Managing Director of Program Management at X, Alphabet’s in-house research and development division, where he was tasked with launching technologies to improve the lives of billions of people. He has an extensive background in technology and innovation, including serving as the Director of Global Operations and Partnerships at Facebook from 2015 to 2017, where he led a global team responsible for launches including FB Live, Marketplace and Messenger. Prior to Facebook, Mr. Ebong was the Head of Operations at Postmates and has experience working at Apple and Deloitte. Mr. Ebong is a veteran of the U.S. Navy, holds a B.S. in General Science from the United States Naval Academy and an MBA from the George Washington University School of Business. Mr. Ebong’s qualifications for service on our Board include his extensive operational experience and his technology management skills. | | n | Director since August 2021 | | | n | Class I Director of Arch Capital | | | n | Term expires 2026 | | | n | Audit Committee | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  13. Appointed Directors, Continuing Directors and Senior Management

    | 20 | | 2025 PROXY STATEMENT | |

  14. Appointed Directors, Continuing Directors and Senior Management

    | Laurie S. Goodman | | | | n | 69 years old | Ms. Goodman is an Institute Fellow at the Urban Institute and Founder of its Housing Finance Policy Center. Before joining the Urban Institute in 2013, Ms. Goodman spent 30 years at several Wall Street firms. From 2008 to 2013, she was Senior Managing Director at Amherst Securities Group, LP. From 1993 to 2008, Ms. Goodman was head of global fixed income research and Manager of U.S. securitized products research at UBS and predecessor firms. Before that, she was a senior fixed income analyst, a mortgage portfolio manager and a senior economist at the Federal Reserve Bank of New York. Ms. Goodman serves on the board of directors of real estate investment trust MFA Financial and is an adviser to The Amherst Group, LLC. She previously served on the board of directors of Home Point Capital Inc. and was a member of the Federal Reserve Bank of New York’s Financial Advisory Roundtable, the Bipartisan Policy Center’s Housing Commission, Fannie Mae’s Affordable Housing Advisory Council as well as the Consumer Financial Protection Bureau’s Consumer Advocacy Board. Ms. Goodman has a B.A. in Mathematics from the University of Pennsylvania and an A.M. and Ph.D. in Economics from Stanford University. Ms. Goodman’s qualifications for service on our Board include her extensive analytics and strategy experience, her housing finance expertise and her service on boards of directors of other companies. | | n | Director since May 2018 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Audit Committee | | | n | Nominating and Governance Committee | | | n | Underwriting Oversight Committee | |

  15. Appointed Directors, Continuing Directors and Senior Management

    | Daniel J. Houston | | | | n | 63 years old | Mr. Houston is the Executive Chairman of the Principal Financial Group Board of Directors and the former President and CEO of the Fortune 500 financial services company. Mr. Houston joined Principal in 1984 and has held several management positions: senior vice president in 2000, executive vice president in 2006, and president of Retirement and Income Solutions in 2008. He was named President and Chief Operating Officer in 2014 before assuming the President and CEO role in late 2015. Mr. Houston serves as an active member of the Business Roundtable, an association of U.S. CEOs from the country’s largest companies; the Fortune CEO Initiative, an invitation-only CEO consortium committed to addressing business and social issues; and is the Chair of the Tax Committee for the American Council of Life Insurers. Mr. Houston has a B.A. from Iowa State University and an honorary doctorate from the same institution. Mr. Houston’s qualifications for service on our Board include his strong financial background and extensive executive management in the financial services industry. | | n | Director since August 2024 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Compensation and Human Capital Committee | | | n | Nominating and Governance Committee | |

  16. Appointed Directors, Continuing Directors and Senior Management

    | Eileen Mallesch | | | | n | 69 years old | Ms. Mallesch has more than 30 years of finance and risk experience, including serving as Senior Vice President and Chief Financial Officer for Nationwide’s Property and Casualty segment from 2005 to 2009. Prior to that, she was Chief Financial Officer, Senior Vice President at Genworth (2003 to 2005) and General Electric’s (2000 to 2003) Group Insurance and Life Insurance businesses. Ms. Mallesch has broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries. Her significant board experience includes current positions on the boards of Brighthouse Financial and Fifth Third Bancorp. She previously served on the boards of Bob Evans from 2008 to 2018, Libbey Inc. from 2016 to 2020 and State Auto Financial from 2010 to 2021. Ms. Mallesch has a B.S. in Accounting from the City University of New York and is a CPA (inactive). Ms. Mallesch’s qualifications for service on our Board include her extensive senior management and operating experience in the insurance industry and her service on boards of directors of other companies. | | n | Director since August 2021 | | | n | Class I Director of Arch Capital | | | n | Term expires 2026 | | | n | Audit Committee | | | n | Underwriting Oversight Committee | |

  17. Appointed Directors, Continuing Directors and Senior Management

    | | 2025 PROXY STATEMENT | | 21 |

  18. Appointed Directors, Continuing Directors and Senior Management

    | John M. Pasquesi | | | | n | 65 years old | Mr. Pasquesi has been Chair of the Board of Arch Capital since September 2019 and a director since October 2001. From November 2017 to September 2019, he served as Lead Director. Mr. Pasquesi is the Managing Member of Otter Capital LLC, a private equity investment firm he founded in January 2001. He holds an A.B. from Dartmouth College and an MBA from Stanford Graduate School of Business. Mr. Pasquesi’s qualifications for service on our Board include his investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries, including the insurance industry, and service on boards of directors of other companies. | | n | Director since October 2001 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Executive Committee | | | n | Finance, Investment and Risk Committee | | | n | Underwriting Oversight Committee | |

  19. Appointed Directors, Continuing Directors and Senior Management

    | Brian S. Posner | | | | n | 63 years old | Mr. Posner is the Managing Member of Point Rider Group LLC and President of Point Rider Group (UK) Ltd., both being consultancy and advisory firms providing strategic and financial insights to senior executives, boards of directors, and private equity investors focused on the financial and business services, technology, and bio-pharmaceutical sectors. From 2005 to March 2008, Mr. Posner served as the President, Chief Executive Officer and Co-Chief Investment Officer of ClearBridge Advisors, LLC, an asset management company and a wholly owned subsidiary of Legg Mason (since acquired by Franklin Resources). In 2000, Mr. Posner co-founded Hygrove Partners LLC, a private investment fund, and served as the Managing Member for five years. He served as a portfolio manager and an analyst at Fidelity Investments from 1987 to 1996 and, from 1997 to 1999, at Warburg Pincus Asset Management/Credit Suisse Asset Management where he also served as Co-Chief Investment Officer and director of research. Mr. Posner is a Charter Trustee of Northwestern University and serves on the Advisory Board at Northwestern’s Center for the Study of Diversity and Democracy. He previously served on the board of directors of Biogen Inc. and as Chair of the AQR Funds, among others. He holds a B.A. from Northwestern University and an MBA from the University of Chicago Booth School of Business. Mr. Posner’s qualifications for service on our Board include his strong financial background, investment skills and extensive experience as a leading institutional investment manager and advisor, as well as his general expertise in matters pertaining to the financial services industry and service on boards of directors of other companies. | | n | Director since November 2010 | | | n | Class I Director of Arch Capital | | | n | Term expires 2026 | | | n | Compensation and Human Capital Committee | | | n | Finance, Investment and Risk Committee | |

  20. Appointed Directors, Continuing Directors and Senior Management

    | Neal Triplett | | | | n | 54 years old | Mr. Triplett is President and CEO of the Duke University Management Company (DUMAC), a nonprofit organization that manages the endowment of Duke University. Mr. Triplett joined DUMAC as an investment manager in July 1999 and was appointed President in January 2007. Mr. Triplett started his career as a credit officer for the corporate and real estate portfolios at Wachovia Bank. Mr. Triplett currently serves on the Brown Advisory Mutual Fund Board, the Fuqua Board of Visitors, and the MCNC Investment Advisory Board. Mr. Triplett received a B.A. from Duke University as well as an MBA from the Duke University Fuqua School of Business. He also holds the chartered financial analyst designation. Mr. Triplett’s qualifications for service on our Board include his corporate finance background, investment skills and extensive executive management experience as an investment manager, as well as his service on boards of directors of other companies. | | n | Director since August 2024 | | | n | Class II Director of Arch Capital | | | n | Term expires 2027 | | | n | Finance, Investment and Risk Committee | | | n | Underwriting Oversight Committee | |

  21. Appointed Directors, Continuing Directors and Senior Management

    | 22 | | 2025 PROXY STATEMENT | |

  22. Appointed Directors, Continuing Directors and Senior Management

    | John D. Vollaro | | | | n | 80 years old | Mr. Vollaro has been a Senior Advisor of Arch Capital since April 2009 and has served as a director of Arch Capital since November 2009. He was Executive Vice President and Chief Financial Officer of Arch Capital from January 2002 to March 2009 and Treasurer of Arch Capital from May 2002 to March 2009. Prior to joining us, Mr. Vollaro acted as an independent consultant in the insurance industry since March 2000. Prior to March 2000, Mr. Vollaro was President and Chief Operating Officer of W.R. Berkley Corporation from January 1996 and a director from September 1995 until March 2000. Mr. Vollaro was Chief Executive Officer of Signet Star Holdings, Inc., a joint venture between W.R. Berkley Corporation and General Re Corporation, from July 1993 to December 1995. Mr. Vollaro served as Executive Vice President of W.R. Berkley Corporation from 1991 until 1993, Chief Financial Officer and Treasurer of W.R. Berkley Corporation from 1983 to 1993 and Senior Vice President of W.R. Berkley Corporation from 1983 to 1991. Mr. Vollaro’s qualifications for service on our Board include his strong financial background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations. | | n | With Arch since 2002 | | | n | Director since November 2009 | | | n | Class I Director of Arch Capital | | | n | Term expires 2026 | | | n | Finance, Investment and Risk Committee | | | n | Underwriting Oversight Committee | |

  23. Appointed Directors, Continuing Directors and Senior Management

    | | 2025 PROXY STATEMENT | | 23 |

  24. Appointed Directors, Continuing Directors and Senior Management

    The following individuals are members of senior management, including our executive officers, who do not serve as directors of Arch Capital:

  25. Appointed Directors, Continuing Directors and Senior Management

    | David E. Gansberg | | | | n | 52 years old | David Gansberg was named President, Arch Capital Group Ltd., in November 2024. In this role, Mr. Gansberg has primary accountability for Arch’s Global Insurance Group, which includes Arch’s North American and International Insurance Operations. He served as CEO of Arch's Global Mortgage Group from March 2019 to November 2024. From February 2013 through February 2019, he was the President and Chief Executive Officer of Arch Mortgage Insurance Company. From July 2007 to February 2013, Mr. Gansberg was Executive Vice President and a director at Arch Reinsurance Company (“Arch Re (U.S.)”). Prior to that, he held various operational, strategic and underwriting roles at Arch Capital Services LLC and Arch Re Bermuda, which he joined in December 2001. Mr. Gansberg currently serves on the board of directors of Coface SA. He holds a bachelor’s degree in actuarial mathematics from the University of Michigan and an MBA from Duke University. | | n | With Arch since December 2001 | | | n | President, Arch Capital | |

  26. Appointed Directors, Continuing Directors and Senior Management

    | Maamoun Rajeh | | | | n | 54 years old | Maamoun Rajeh was named President, Arch Capital Group Ltd., in November 2024. In this role, Mr. Rajeh has primary responsibility for Arch's Global Reinsurance Group and Global Mortgage Group. From October 2017 to November 2024, he served as Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. He was also President and Chief Executive Officer of Arch Reinsurance Europe Underwriting dac (“Arch Re Europe”) from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. Mr. Rajeh currently serves on the board of directors of Somers Group Holdings Ltd. and Premia Holdings Ltd. He has a bachelor’s degree from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter. | | n | With Arch since December 2001 | | | n | President, Arch Capital | |

  27. Appointed Directors, Continuing Directors and Senior Management

    | François Morin | | | | n | 57 years old | François Morin is Executive Vice President, Chief Financial Officer (“CFO”)and Treasurer of Arch Capital Group Ltd., a position he has held since May 2018. Prior to such position, Mr. Morin served as Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital, a position he held since May 2015. He joined Arch Capital in October 2011 as Chief Actuary and Deputy Chief Risk Officer. From January 1990 through September 2011, Mr. Morin served in various roles for Towers Watson & Co. and its predecessor firm, Towers Perrin Forster & Crosby, including its actuarial division, Tillinghast. He holds a B.Sc. in Actuarial Science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries. | | n | With Arch since October 2011 | | | n | Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | |

  28. Appointed Directors, Continuing Directors and Senior Management

    | 24 | | 2025 PROXY STATEMENT | |

  29. Appointed Directors, Continuing Directors and Senior Management

    | Jennifer Centrone | | | | n | 52 years old | Jennifer Centrone is the Executive Vice President, Chief Human Resources Officer at Arch Capital Services LLC, where she is responsible for leading the organization’s talent and culture strategies. Prior to joining Arch, Ms. Centrone was a Senior Vice President, Human Resources at Voya Financial from August 2015 to May 2019, where she was responsible for leading key talent, organizational and transformational strategies. Before Voya Financial, Ms. Centrone held senior human resources roles at both The Hartford and Accenture. She holds a B.A. in English Writing and Literature from Fairfield University. | | n | With Arch since June 2019 | | | n | Executive Vice President, Chief Human Resources Officer of Arch Capital Services LLC | |

  30. Appointed Directors, Continuing Directors and Senior Management

    | Chris Hovey | | | | n | 58 years old | Chris Hovey is Chief Operations Officer at Arch Capital Services LLC. From July 2018 to January 2020, Mr. Hovey served as Executive Vice President and Chief Information Officer at Arch Capital Services LLC. Prior to that, he held the role of Chief Operating Officer of Arch Mortgage Insurance Company. Before joining Arch in 2014, Mr. Hovey acted as Chief Operating Officer for PMI Mortgage Insurance Co. (“PMI”) since 2011. He also served as Senior Vice President of servicing operations and loss management for PMI, which he originally joined in 2002. Mr. Hovey holds a bachelor’s degree from San Francisco State University and an MBA from Saint Mary’s College in Moraga, California. | | n | With Arch since January 2014 | | | n | Chief Operations Officer of Arch Capital Services LLC | |

  31. Appointed Directors, Continuing Directors and Senior Management

    | Louis T. Petrillo | | | | n | 59 years old | Louis Petrillo has been the President and General Counsel of Arch Capital Services LLC since April 2002. From May 2000 to April 2002, he was Senior Vice President, General Counsel and Secretary of Arch Capital Group Ltd. From 1996 until May 2000, Mr. Petrillo was Vice President and Associate General Counsel of Arch Capital’s reinsurance subsidiary. Prior to that time, Mr. Petrillo practiced law at the New York firm of Willkie Farr & Gallagher LLP. He holds a B.A. from Tufts University and a law degree from Columbia University. | | n | With Arch since January 1996 | | | n | President and General Counsel of Arch Capital Services LLC | |

  32. Appointed Directors, Continuing Directors and Senior Management

    | Jay Rajendra | | | | n | 44 years old | Jay Rajendra is the Chief Strategy and Innovation Officer at Arch Capital Group Ltd. He is responsible for pursuing new business models and technologies while leading Arch’s analytics capabilities to improve profitability and growth. Mr. Rajendra joined Arch in 2016 in the role of Chief Analytics Officer for Arch Capital Group Ltd., which he held until January 2020. Prior to joining Arch, Mr. Rajendra was Head of Business Solutions for XL Catlin’s Strategic Analytics team. Before XL, Mr. Rajendra was a Senior Consultant at Towers Watson in both North America and Europe, where he advised large international (re)insurers and start-ups on pricing, strategy and M&A. He is a Fellow of the Institute of Actuaries, Fellow of the Casualty Actuarial Society and Member of the American Academy of Actuaries. He holds a combined Bachelors and Masters in Mathematics from Oxford University and an MBA from the Massachusetts Institute of Technology. | | n | With Arch since August 2016 | | | n | Chief Strategy and Innovation Officer, Arch Capital | |

  33. Appointed Directors, Continuing Directors and Senior Management

    | Christine Todd | | | | n | 58 years old | Christine Todd is Chief Investment Officer of Arch Capital Group Ltd. and President of Arch Investment Management Ltd. (“AIM”) She joined Arch in June 2021 and has responsibility for setting the firm’s investment strategy and managing the day-to-day operations of the investment portfolio. Prior to joining Arch, Ms. Todd was Head of Fixed Income, U.S., for Amundi US from February 2019 to May 2021. She has also held executive roles at Neighborly Investments; Standish Mellon Asset Management Company LLC; and Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a B.A. from Georgetown University and an MBA from Boston University. | | n | With Arch since June 2021 | | | n | Chief Investment Officer, Arch Capital | |

  34. Appointed Directors, Continuing Directors and Senior Management

    | | 2025 PROXY STATEMENT | | 25 |

  35. Appointed Directors, Continuing Directors and Senior Management

    Succession Planning We have a robust talent and succession planning process. On an annual basis, our Board receives a comprehensive succession plan for the CEO and for each member of our Executive Leadership Team. Our Board has delegated primary oversight responsibility for succession planning for our CEO to our Nominating and Governance Committee, and for our other members of our Executive Leadership Team to the Compensation and Human Capital Committee. For a discussion of our recent leadership transition, see “Executive Summary—Succession Plan and Leadership Transition.” Our Board continues to regularly evaluate its succession planning to ensure that we are well-positioned to execute our corporate strategy. In addition, on an annual basis, management prepares a broader talent and succession plan, focusing on identifying, developing and retaining high performing and high potential talent for key positions, and attracting a diverse talent base.

  36. Director Compensation

    Director Compensation The Compensation and Human Capital Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. In making non-employee director compensation recommendations, the Compensation and Human Capital Committee takes various factors into consideration, including, but not limited to, input received from the Compensation and Human Capital Committee’s independent consultant, the responsibilities of directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Compensation and Human Capital Committee and determines the form and amount of director compensation. The following table provides information concerning the compensation of our directors for the year ended December 31, 2024. Directors who also serve as employees of the Company do not receive payment for service as directors. In addition to the arrangements described below, all non-employee directors are entitled to reimbursement for their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board or committees. For a complete understanding of the table, refer to the footnotes and the narrative disclosures that follow the table. Please also refer to the “2024 Summary Compensation Table” for Messrs. Papadopoulo and Grandisson’s compensation. Mr. Moczarski is not included in the table below as his term began effective February 4, 2025.

  37. Director Compensation

    | Name | Committee Chair | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | John L. Bunce, Jr. | NC | 150,015 | 144,962 | 30,000 | 324,977 | | Eric W. Doppstadt | | 15 | — | — | 15 | | Francis Ebong | | 150,015 | 144,962 | 20,951 | 315,928 | | Laurie S. Goodman | UC | 200,015 | 144,962 | 25,000 | 369,977 | | Daniel Houston (4) | | 87,245 | 101,907 | — | 189,152 | | Moira Kilcoyne | CC | 175,015 | 144,962 | — | 319,977 | | Eileen Mallesch | AC | 175,015 | 144,962 | — | 319,977 | | Louis J. Paglia | | 15 | — | — | 15 | | John M. Pasquesi * | EC | 260,015 | 144,962 | 25,000 | 429,977 | | Brian S. Posner | FC | 150,015 | 144,962 | 1,000 | 295,977 | | Eugene S. Sunshine | | 150,015 | 144,962 | 21,443 | 316,420 | | Neal Triplett (4) | | 87,245 | 101,907 | — | 189,152 | | John D. Vollaro | | 500,000(5) | — | 69,114(6) | 569,114 |

  38. Director Compensation

    AC = Audit Committee Chair; CC = Compensation and Human Capital Committee Chair; EC = Executive Committee Chair; FC = Finance, Investment and Risk Committee Chair; NC = Nominating and Governance Committee Chair; UC = Underwriting Oversight Committee Chair * Chair of the Board

  39. Director Compensation

    | 26 | | 2025 PROXY STATEMENT | |

  40. Director Compensation

    (1) Each non-employee member of our Board is entitled to receive an annual cash retainer fee in the amount of $125,000. Each such director may elect to receive the retainer fee in the form of common shares instead of cash. If so elected, the number of shares distributed to the non-employee director will be equal to 100% of the amount of the annual retainer fee otherwise payable divided by the fair market value of our common shares on the date of grant. This column includes the annual retainer (whether paid in cash or, at the election of the director, in common shares) and the fees for service as Chair of the Board, committee chair and Audit Committee member. In addition, Mss. Goodman and Mallesch and Messrs. Posner and Sunshine received their annual retainer fees in the form of cash and Ms. Kilcoyne and Messrs. Bunce and Ebong received their annual retainers in the form of 1,254 common shares. Additionally, Mr. Pasquesi elected to receive his annual retainer and Chair of the Board fee in shares in the form of 1,254 common shares for each fee. For the 2023-2024 annual period, Messrs. Doppstadt and Paglia, who resigned from the Board effective May 9, 2024, received a $15 cash payment in connection with their May 2023 annual grant. The following table sets forth the fees payable to our chairs and Audit Committee members in addition to the annual retainer received for regular board service:

  41. Director Compensation

    | Committee Chair/Member | Annual Fee ($) | | Audit Committee Chair | 50,000 | | Audit Committee Member | 25,000 | | Chair of the Board | 125,000 | | Compensation and Human Capital Committee Chair | 25,000 | | Executive Committee Chair | 10,000 | | Finance, Investment and Risk Committee Chair | 25,000 | | Nominating and Governance Committee Chair | 25,000 | | Underwriting Oversight Committee Chair | 50,000 |

  42. Director Compensation

    (2)Each year, the non-employee directors are granted a number of restricted shares equal to $145,000 divided by the fair market value of our common shares on the date of grant (i.e., the first day of the annual period of compensation for the non-employee directors), and such shares vest on the one-year anniversary of grant date. The grant date fair value indicated in the table has been calculated in accordance with FASB ASC Topic 718 Compensation—Stock Compensation, using assumptions set forth in the notes accompanying our financial statements. See note 22, “Share-Based Compensation,” on pages 163-166 of the notes accompanying our consolidated financial statements included in our 2024 Annual Report. On May 9, 2024, each non-employee director, except for Messrs. Houston and Triplett as discussed in Footnote 4 below, received 1,455 common shares, which will vest on May 9, 2025. The aggregate number of share awards outstanding (i.e., unvested) as of December 31, 2024, for Mss. Goodman, Kilcoyne and Mallesch and Messrs. Bunce, Ebong, Pasquesi, Posner and Sunshine was 1,455 common shares; and for Messrs. Houston and Triplett was 918 common shares. (3)The amounts in the “All Other Compensation” column for Ms. Goodman, and Messrs. Ebong, Pasquesi, Posner and Sunshine consist of matching gifts made under the Company’s matching gift program. Under the matching gift program in 2024, the Company matched eligible contributions to qualified charitable organizations on a dollar-for-dollar basis, up to a maximum of $25,000 per calendar year. During 2024, the Company made an aggregate of approximately $93,394 in matching contributions on behalf of the directors noted in the table above. The amount for Mr. Bunce represents HSR filing fees paid by the Company. (4) On August 27, 2024, Messrs. Houston and Triplett joined the Board and received pro-rated director fees and share awards for the 2024-2025 annual period, as reflected in the table above. Messrs. Houston and Triplett each received a pro-rated annual cash retainer fee in the amount of $87,245; both elected to receive the pro-rated retainer fee in the form of 785 common shares valued at $87,143, respectively. Messrs. Houston and Triplett each received a pro-rated share award equal to $101,907 divided by the fair market value of our common shares on the date of grant, August 27, 2024, or 918 common shares, which will vest on May 9, 2025. (5) Mr. Vollaro is a Senior Advisor and an employee of the Company. Mr. Vollaro’s employment agreement provides that he receives an annual base salary of $250,000 and a bonus determined by the Compensation and Human Capital Committee and the Board for his role as Senior Advisor of the Company. For 2024, Mr. Vollaro received a cash bonus of $250,000. In addition, Mr. Vollaro is a member of the Finance, Investment and Risk Committee and Underwriting Oversight Committee of the Board. A description of Mr. Vollaro’s employment agreement is included below. (6) The amount for Mr. Vollaro includes $41,595 in contributions to our defined contribution plan. In addition, the total amount includes payment for club dues and tax preparation services, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Vollaro.

  43. Director Compensation

    | | 2025 PROXY STATEMENT | | 27 |

  44. Director Compensation

    Employment Agreement with John Vollaro Our employment agreement with John Vollaro provides for his employment as Senior Advisor of Arch Capital to continue until terminated by either party by providing at least six months’ prior written notice. His base salary is $250,000 per annum, and the target rate for his annual cash bonus is 100% of his annual base salary. Mr. Vollaro is eligible to receive share-based awards at the discretion of the Board and is also entitled to participate in employee benefit programs and other fringe benefits customarily provided to similarly situated senior executives. The Company will reimburse him for his reasonable expenses incurred traveling between Bermuda and the United States. He receives no other compensation for his service as an advisor and director to the Company. If Mr. Vollaro’s employment is terminated by us without cause, he will be entitled to receive the base salary and target annual bonus which would have been paid to him under his employment agreement for the period through six months after the date of termination of employment (the “Severance Amount”). The Severance Amount would be payable over 12 months. The agreement further provides that if Mr. Vollaro’s employment is terminated by reason of his death or permanent disability, he (or his estate) will be entitled to receive an amount equal to the Severance Amount, in each case, (i) offset by any proceeds received from any insurance coverages provided by the Company and (ii) such amount, will be paid to him (or his estate) promptly upon death or permanent disability, as applicable. Mr. Vollaro’s medical insurance coverage benefits will continue for up to 12 months after the date of termination in the event that his employment ends due to permanent disability, or he is terminated other than for cause. Mr. Vollaro has agreed that, during the employment period and for a period of two years after termination of employment for cause or as a result of his resignation, he will not compete with the businesses of Arch Capital or any of its subsidiaries as such businesses exist or are in process or being planned as of the date of termination. If we terminate Mr. Vollaro’s employment without cause, the term of his non-competition period will extend for one year following termination. Mr. Vollaro also agreed that he will not, for a period of two years following his date of termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us. Matters Relating to Director Share Ownership In an effort to further align the interests of the non-employee directors with the interests of shareholders, the Company has adopted: Share Ownership Guidelines: Share ownership guidelines require the directors to retain common shares having a value of at least five times their annual cash retainer fee within five years of their appointment (stock options and unvested restricted shares/units do not count toward the requirement). Each director is in compliance with our share ownership guidelines, or is expected to become compliant within the prescribed timeframe following his or her initial election to the Board. Share Holding Requirements: Until our non-employee directors meet their target ownership levels, they must retain an amount equal to 50% of the net profit shares received from Arch Capital’s equity awards. Net profit shares are the shares remaining after payment of taxes owed on vesting of restricted share or on vesting and payout under restricted share units. Under the director share holding requirements, net profit shares would also include shares remaining after payment of the exercise price of an option and taxes owed on exercise of options or on vesting and payout under performance shares, although our non-employee directors do not currently hold or receive Arch Capital performance shares or options. No Hedging Permitted: We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by directors, officers and employees, and as part of that policy, our directors, officers and employees are not permitted to engage in hedging activities with respect to Arch Capital’s common shares or any other publicly- traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, they may not engage in short sales or in the purchases or sales of financial instruments or derivatives, including puts and calls, that hedge or offset any change in the market value of such securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, or have, the same effect.

  45. Director Compensation

    | 28 | | 2025 PROXY STATEMENT | |

  46. Executive Compensation Program Links Executive Pay to Performance

    | Element | 2024 Financial Goal Achievement | Resulting NEO Compensation | | Short-Term Annual Cash Incentive (STI) | Based on achievement of ROE target: ■For 2024, our target ROE was 13.69%, and our level of goal achievement was 129.6%, resulting in a STI payout factor of 200.0% of target. | ■Our CEO earned 200.0% of his target STI payout based on achievement of 2024 performance and his strategic goals described under “2024 Compensation Decisions for NEOs.” | | | ▪This payout aligns with the Company’s Operating ROE of 18.9% for 2024. | ■Our other active NEOs earned on average 190.3% of their target STI payout based on achievement of 2024 performance and their strategic goals described under “2024 Compensation Decisions for NEOs.” | | Long-Term Incentive Performance Shares | Based on absolute growth in tangible book value per share (“TBVPS”) over a three-year period, supplemented by a TSR modifier: ■Our target TBVPS growth for the 2022-2024 period was 11% per annum, the same as it was for the prior performance share cycle (2021-2023). ■TBVPS growth from 2022-2024 was 23.61%, resulting in goal achievement of 200%. ■TSR over the three-year period was 116% and the resulting modifier to calculate the final payout was 125%. ■Final payout for the performance shares granted in February 2022 for the 2022-2024 performance period was 200%. ▪This payout aligns with the Company’s relative TSR as compared with the S&P 500 and its peer group. | ■Our CEO and our NEOs earned 200% of the performance shares vesting in March 2025 based on performance during the 2022-2024 period. |

  47. Executive Compensation Program Links Executive Pay to Performance

    For the 2024 Annual Long-Term Incentive Awards approved for our NEOs in February 2024, we continued to award 55% of the target value in performance shares, 25% in stock options and 20% in restricted shares. These awards strike an appropriate balance between accomplishing sustained financial performance objectives, aligning our executives’ interests with those of our shareholders, promoting stock price growth and retaining the services of executives through three-year vesting periods.

  48. Outperformance Awards Granted in Connection with Successful Leadership Transition

    Outperformance Awards Granted in Connection with Successful Leadership Transition In connection with our recent leadership transition, the Compensation and Human Capital Committee approved in November 2024 the grant of equity awards (the “Outperformance Awards”), consisting of (1) premium-priced stock options (representing 70% of the grant date value of the awards for Messrs. Papadopoulo, Rajeh and Gansberg, and 50% for Mr. Morin and Ms. Todd) and (2) time-vested restricted shares (representing 30% of the grant date value of the awards for Messrs. Papadopoulo, Rajeh and Gansberg, and 50% for Mr. Morin and Ms. Todd), in order to: ■Implement the Company’s CEO succession plan while providing leadership continuity. The Company achieved a successful leadership transition following the retirement of its former CEO and the appointment of a new CEO and Presidents, who position the Company to continue to bring market leading growth and value to the Company’s shareholders. In approving these equity

  49. Outperformance Awards Granted in Connection with Successful Leadership Transition

    awards, members of the Board and Compensation and Human Capital Committee specifically considered our NEOs’ strong leadership and performance over their respective tenures as well as the desire to build on those results. ■Strengthen alignment of executive compensation with long-term shareholder value. By granting equity that provides value to our NEOs if the Company’s share price performs over the long term, the Compensation and Human Capital Committee sought to further align our NEOs’ compensation with investors’ interests and to reinforce our performance-based executive compensation program and pay-for-performance philosophy. ■Reward the Company’s executives for continuing to outperform. The $161.24 strike price on the premium-priced stock options is set at a premium of approximately 70% to the closing share price on the grant date (or $95.69) and represents a 76% premium over the average of the Company’s share price in 2025 through the Record Date of March 12, 2025. The recipients will receive no value for their premium-priced stock options if this $161.24 premium strike price is not achieved. In approving these awards, the Compensation and Human Capital Committee considered that the premium-priced stock options, by requiring a significant increase in share price to deliver value, provide a powerful incentive for our NEOs to maximize the value of the Company’s common shares over the long term. ■Secure long-term retention of our NEOs through lengthy vesting and holding periods. In making these grants, the Compensation and Human Capital Committee considered that the terms of these awards (described below) promote executive retention and share ownership to align with shareholder value. The awards’ lengthy vesting, holding periods and non- competition provisions serve to incentivize our NEOs to focus on the long-term interests of the Company and to reward them for the sustained and continued outperformance of the Company over an extended period of time. In particular: ▪The premium-priced stock options vest in full on the third anniversary of the grant date (with no interim vesting during that period), subject to continued employment with the Company. Once vested, the stock options continue to be exercisable for the remainder of the 10-year option term, provided that the NEO complies with the 10-year non-competition, non-solicitation and other restrictive covenants accompanying the award. In addition, after the options are exercised, the NEOs must continue to hold the net shares received for an additional two-year period. ▪The restricted shares vest in full on the third anniversary of the grant date for Mr. Morin and Ms. Todd, and vest in equal increments on the first through third anniversaries of the grant date for Messrs. Papadopoulo, Rajeh and Gansberg, in each case subject to continued employment with the Company. Additionally, the net shares received upon vesting (after payment of applicable taxes) must be held for five years following the grant date. As a result of these award terms, the NEOs will not be able to realize any financial value from their Outperformance Awards until at least five years following the grant date, since the vesting and holding periods must first be completed in order for the NEOs to realize financial value. The table below summarizes these key terms for the premium-priced stock options.

  50. Shareholder Engagement and Results of Say-on-Pay Votes

    | CEO Target Mix of Pay | Other NEOs Target Mix of Pay | | As illustrated above for our CEO, 72% of target compensation (including the Outperformance Award) was performance-based and 89% consists of long-term incentives. | As illustrated above for our other NEOs, 66% of target compensation (including the Outperformance Award) was performance-based and 80% consists of long-term incentives. |

  51. Shareholder Engagement and Results of Say-on-Pay Votes

    2024 Performance at a Glance 1 Excludes the effects of stock options, restricted and performance share units outstanding. 2 See “Annex B—Non-GAAP Financial Measures.” 3 A higher GAAP combined ratio, a measure of underwriting performance, indicates a lower underwriting margin. Arch’s 2024 results once again demonstrated the strength of the Company’s diversified platform. We generated $4.3 billion of net income available to Arch common shareholders (“Net Income”) and $3.5 billion of after-tax operating income despite another year of elevated catastrophe activity. See “Annex B—Non-GAAP Financial Measures” for additional information on our non-GAAP measures. We continued to capitalize on hard market conditions in many lines—increasing our gross premiums written (“GPW”) by 16.9% and net premiums written (“NPW”) by 16.8% from 2023.

  52. Shareholder Engagement and Results of Say-on-Pay Votes

    Building on momentum of prior years and leveraging our market leadership position, our insurance and reinsurance property and casualty (“P&C”) businesses delivered significant growth. In 2024, the P&C units wrote a record-breaking $14.6 billion of NPW. Our Mortgage segment continued to provide profitable diversification—delivering over $1.0 billion of underwriting income for the third consecutive year. The substantial growth of our P&C units throughout the hard market increased our investable assets to $41.4 billion at the end of 2024, a 19.7% increase from the $34.6 billion at the end of 2023. The “float” generated from the increased premiums helped us produce $1.5 billion of net investment income, a 45.2% increase from 2023 on a per-share basis and should continue to provide a tailwind for future earnings. Underwriting quality remained excellent with our combined ratio of 82.5% for 2024, an increase of 320 basis points from 2023. That ranked in the 83rd percentile of our Performance Peer Group (refer to “How We Make Compensation Decisions”). Compared to our Performance Peer Group, our 2024 performance on four key measures was solid, with: (1) operating return on average common equity at the 69th percentile, (2) TSR at the 78th percentile, (3) net income return on average common equity at the 100th percentile and (4) growth in tangible book value per share at the 61st percentile. Refer to “Long-Term Performance” discussion for additional information on our performance results and see “Annex B—Non-GAAP Financial Measures” for additional information on our non-GAAP measures.

  53. Book Value and Tangible Book Value per Common Share

    1 Annualized growth rate from December 31, 2001 to December 31, 2024. Excludes the effects of stock options, restricted and performance share units outstanding.

  54. Return on Equity

    ■Structure the majority of pay as performance-based, which is tied to rigorous financial, strategic and relative shareholder return performance goals. ■Align executive compensation with shareholder returns. ■Apply stock ownership and holding guidelines. ■Discourage inappropriate risk-taking that is inconsistent with the long-term success of the Company. ■Require minimum vesting periods for equity awards. ■Include clawback provisions for all incentive-based compensation for executive officers. ■Include double-trigger change in control provisions in equity awards that are assumed by an acquirer. ■Prohibit hedging of our shares and limit the number and type of shares that can be pledged. ■Set the exercise price of our stock options at or above the closing share price on the grant date. ■Maintain a completely independent Compensation and Human Capital Committee that establishes our compensation practices. ■Engage an independent compensation consultant that reports directly to the Compensation and Human Capital Committee. ■Utilize a peer group approved by our Compensation and Human Capital Committee and Board to aid in the benchmarking of compensation and to assess our performance relative to similar companies. ■Engage with our shareholders.

  55. Return on Equity

    ■No repricing or reducing the exercise price of stock options. ■No exchanging out-of-the money stock options for cash or other property. ■No tax gross-ups provided to executive officers. ■No excise tax gross-up payments in connection with change in control payments. ■No guaranteed equity awards or bonuses for NEOs. ■No excessive or unusual perquisites. ■No uncapped short-term and long-term incentive payouts. ■No dividends paid on unvested/unearned restricted and performance share awards. Shareholder Engagement and Results of Say-on-Pay Votes At our 2024 annual general meeting of shareholders, approximately 95.3% of the votes cast approved the Company’s executive compensation program and the resulting compensation described in the 2024 Proxy Statement. In addition, we continue to engage our largest institutional shareholders in discussions regarding our executive compensation program and other governance matters, including our sustainability program, as outlined above (see “Proxy Summary”). We remain committed to listening to feedback from shareholders when designing, reviewing and evaluating our compensation programs and policies. The below table summarizes our Say-on-Pay

  56. Risk Management and Compensation Policies

    Risk Management and Compensation Policies In line with the Company’s requirements for managing risks associated with the Company’s compensation programs, the Compensation and Human Capital Committee seeks to ensure our executive compensation program does not encourage executives to take excessive risks that are inconsistent with the long-term success of the Company. We emphasize long-term results both in our short-term and long-term incentive programs. Under our short-term incentive program, each underwriting year is measured separately and results are calculated over a 10-year development period. Our long-term incentive program includes a substantial component of performance-based compensation earned based on achieved performance against preselected performance goals over a three-year performance period. Our compensation philosophy and governance features are also complemented by the following policies: (i) a clawback policy, (ii) a no hedging policy and (iii) share ownership guidelines and share holding requirements that are designed to align our compensation with long-term shareholder interests. See “Additional Compensation Policies and Practices” for further detail. We believe our approach to the evaluation of performance and the design of our compensation programs assist in mitigating excessive risk-taking that could harm our Company and believe there is no excessive risk inherent in our programs.

  57. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation and Human Capital Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation and Human Capital Committee and evaluate executive compensation, including sole authority to approve the fees and any other retention terms for any such consultant or advisor. Prior to July 2024, the Compensation and Human Capital Committee had engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to assist in establishing compensation policies and programs. In July 2024, the Compensation and Human Capital Committee engaged Pay Governance LLC (“Pay Governance”) as its independent executive compensation consultant, in place of Meridian.

  58. Role of Compensation Consultant

    | | 2025 PROXY STATEMENT | | 47 |

  59. Role of Compensation Consultant

    For January through June 2024, Meridian: ■reviewed and advised the Compensation and Human Capital Committee on matters concerning compensation of our CEO and our other NEOs; ■reported on all aspects of short-term and long-term compensation program design, including incentive mix; ■assessed the companies in the Compensation Peer Group for continued appropriateness; ■reported on emerging trends and developments in executive compensation and corporate governance; ■prepared formal presentations for the Compensation and Human Capital Committee regarding executive compensation; ■reviewed compensation benchmarking analysis for each of the Company’s senior executives; and ■reviewed and advised on director compensation. Commencing in July 2024, Pay Governance performed the same activities as described for Meridian above, and as part of this role, advised on the November 2024 grants awarded to our NEOs in connection with our recent leadership transition. Neither Meridian nor Pay Governance provided any other services to the Company, and no other fees were paid to either Meridian or Pay Governance except fees related to their respective services to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee believes that each of Meridian and Pay Governance is independent and no conflict of interest exists for the periods in which they served as our independent compensation consultant.

  60. Competitors for Setting Pay and Comparing Performance

    Competitors for Setting Pay and Comparing Performance For purposes of making compensation decisions and for evaluating our financial performance relative to peers, we used compensation and financial data derived from the Compensation Peer Group listed below. We annually review the companies in our Compensation Peer Group with our independent compensation consultant. Prior to the Compensation and Human Capital Committee making 2024 compensation decisions, the Compensation and Human Capital Committee conducted a formal review of the Compensation Peer Group, with assistance from Meridian, our independent compensation consultant at the time, resulting in a recommendation to remove First American Financial Corporation and Selective Insurance Group, Inc. due to revenue size. A recommendation to add Chubb Limited to better position Arch Capital among its peers, resulted in a new peer group of sixteen companies, which was approved by the Compensation and Human Capital Committee. The table below describes the multi-step filtering exercise used in the Compensation Peer Group selection process:

  61. Competitors for Setting Pay and Comparing Performance

    | Compensation Peer Group Selection Process | | | Step 1: Industry Filters | Select industries relative to Arch Capital’s business operations. | | Step 2: Size Filters | Filter companies based on revenue and asset size. | | Step 3: Additional Subjective Filters | Review business descriptions and additional financial measures. |

  62. Competitors for Setting Pay and Comparing Performance

    | Purpose of the Compensation Peer Group | | | Pay Comparisons | Determine competitive pay levels and identify differences from general industry market data. | | Compensation Structure | Provide benchmarks for compensation structure (pay mix, performance metrics, leverage, vehicles, etc.). | | | Use as a foundation or reference when making design changes to the compensation program. | | Performance Comparisons | Assess performance relative to companies facing similar business challenges. | | | Use as an input to setting incentive plan goals. | | Financial Performance | Company performance is measured in absolute terms, as well as versus prior year results, and in relative terms in comparison with the performance of peer companies in our Compensation Peer Group on the same financial metrics. |

  63. Competitors for Setting Pay and Comparing Performance

    | 2024 Compensation Peer Group | | American Financial Group, Inc. | | Arthur J. Gallagher & Co. | | Assurant, Inc. | | AXIS Capital Holdings Limited | | Chubb Limited | | Cincinnati Financial Corporation | | CNA Financial Corporation | | Everest Group, Ltd. | | The Hanover Insurance Group, Inc. | | The Hartford Insurance Group, Inc. | | Markel Group Inc. | | Old Republic International Corporation | | RenaissanceRe Holdings Ltd. | | The Travelers Companies, Inc. | | W.R. Berkley Corporation | | Willis Towers Watson Public Limited Company |

  64. Competitors for Setting Pay and Comparing Performance

    The Compensation and Human Capital Committee utilizes a separate peer group to measure relative TSR performance in our performance share awards (the “Performance Peer Group”). There is significant overlap between the two peer groups, with 13 companies included in both groups, but there are differences that reflect the different purposes of the compensation and performance peer groups. The Compensation Peer Group is used primarily to benchmark our compensation against companies that we compete with for talent, while the Performance Peer Group is more focused on companies that participate in similar lines of business and appear to be valued similarly from a stock market perspective to more closely measure our relative TSR performance. In establishing the Performance Peer Group for 2024, which remains unchanged from 2023, the Compensation and Human Capital Committee started with the 2024 Compensation Peer Group, added Essent Group Ltd., Fairfax Financial Holdings Limited, MGIC Investment Corporation, Radian Group Inc. and Selective Insurance Group, Inc. and removed Arthur J. Gallagher & Co., Chubb Limited and Willis Towers Watson Public Limited Company, resulting in the 18 companies listed below under “Elements of Compensation—Annual Long-Term Incentive Plan.” Elements of Compensation Program We have three primary elements of total direct compensation for our executive compensation program: base salary, short-term cash incentive and long-term incentive share-based awards, all of which are described below. We also provide standard retirement and benefit plans and limited perquisites customarily provided to expatriates residing in Bermuda.

  65. Short-Term Annual Cash Incentive

    Short-Term Annual Cash Incentive For each executive participant, target annual cash incentive award levels are established, stated as a percentage of base salary. These levels are influenced by external market data and adjusted as appropriate to take into consideration various factors such as consistent high performance and value delivery to the Company, internal equity, retention and succession. Short-term annual cash incentive award levels are designed to provide formulaic payouts to our senior executives and serve as a critical tool for rewarding the achievement of annual corporate and individual goals. Amounts are earned based on the attainment of quantitative and qualitative strategic accomplishments for the relevant year.

  66. Short-Term Annual Cash Incentive

    | | 2025 PROXY STATEMENT | | 49 |

  67. Short-Term Annual Cash Incentive

    The table below sets forth the established target bonus percentage levels for our active NEOs for 2024:

  68. Short-Term Annual Cash Incentive

    | 2024 NEO Target Short-Term Incentive Opportunity | | | | Name | Target (%) Pre-Leadership Transition | Target (%) Post-Leadership Transition | | Nicolas Papadopoulo1 | 185% | 200% | | François Morin | 150% | 150% | | Maamoun Rajeh1 | 165% | 185% | | David E. Gansberg1 | 165% | 185% | | Christine Todd | 150% | 150% |

  69. Short-Term Annual Cash Incentive

    1 Mr. Papadopoulo’s target was 185% up until October 13, 2024 and Messrs. Rajeh and Gansberg’s targets were 165% up until November 7, 2024 as described in “2024 Compensation Decisions for NEOs.”

  70. Annual Cash Incentives Tied to Performance

    Annual Cash Incentives Tied to Performance At the beginning of each annual performance period, the Compensation and Human Capital Committee approves the financial performance metrics and reviews the strategic goals that will be considered when determining the ultimate amount of the performance-based annual cash incentive awarded upon completion of the calendar year, including establishing specific targets, thresholds and maximums for each financial performance metric. Performance below the threshold would result in no payout related to the financial metrics. For 2024, financial performance metrics were given a weighting of 70% and strategic goals were given a weighting of 30%. The financial metrics are measured based on the financial performance achieved by each of the segments (i.e., Insurance, Reinsurance and Mortgage (collectively the “underwriting units”) as well as our investment unit) under our existing incentive compensation formula plans. Such plans typically base payouts on the achievement of ROE targets, reflecting the rate of return we earn on our capital, which supports our goal of growth in TBVPS, a critical factor in the market value of our shares and, as a result, the alignment of our executives’ compensation with shareholder returns. At the beginning of each underwriting year, the segment-level ROE scale, which establishes the threshold, target and maximum performance levels under the formula plans, is approved by the Compensation and Human Capital Committee. The threshold, target and maximum payout percentages as well as the 2024 underwriting year for the segment-level ROE scale are set forth in the following table:

  71. Annual Cash Incentives Tied to Performance

    | Level of Performance1 | Segment ROE Scale | Payout Factor | | Threshold | 7.50% | 27.0% | | Target | 13.69% | 100.0% | | Maximum | 20.54% | 200.0% |

  72. Annual Cash Incentives Tied to Performance

    1 The threshold and maximum levels have been a consistent percentage of the ROE target level over time. However, starting in 2020, the Compensation and Human Capital Committee determined that no amounts will be payable for a plan year unless the ROE for the plan year equals at least 7.5%. Under the formula plans, for underwriting units, payouts are determined based on the unit’s performance during the current calendar year across all open underwriting years (typically the last 10 years), evaluated against the applicable ROE scale and target developed for each such underwriting year and applied over its respective development period (again, typically 10 years). For the investment unit, awards are derived from the unit’s performance as measured by our investment returns compared to the applicable benchmark index over the past one, three and five years. Strategic goals are designed to incentivize participants to achieve corporate objectives that cannot be measured by financial metrics and are approved by the Compensation and Human Capital Committee at the beginning of each year. Performance against strategic goals is evaluated by the Compensation and Human Capital Committee at the conclusion of the calendar year. The strategic goals for each of our NEOs for 2024 are discussed below under “2024 Compensation Decisions for NEOs.”

  73. Performance Criteria

    | Performance Criteria | Measurement | | Weights for Corporate Executives | Weights for Unit Executives | Range of Payout Percentages | | Financial Metrics—Group Level | The incentive compensation payout multiple at the group level is based on each of the underwriting units’ incentive compensation formula plan multiples and is determined as follows: | | 70% | 20% for Reinsurance, Mortgage and Investment Executives 50% for Mr. Papadopoulo | 0–200% | | | 1. | Convert the payout levels for each unit to an ROE-equivalent, which is inferred1 using the current underwriting year’s ROE scale. | | | | | | 2. | Derive a group-wide ROE supporting the incentive compensation formula plans using the unit-specific inferred ROEs, weighted by the capital allocated (or deployed) to each underwriting unit. | | | | | | 3. | Compare the group-wide ROE to the target level ROE for the current year in order to assess the relative performance of the group. | | | | | | 4. | Compute the group-level payout multiple using the applicable scale. | | | | | Financial Metrics—Segment Level | The incentive compensation payout level for each unit executive measured under this category is equal to his respective unit’s incentive compensation formula plan multiple (total bonus payout dollars for the unit for the current year expressed as a percentage of the aggregate target bonus pool for the unit for the current year), as described in “Annual Cash Incentives Tied to Performance” above. | | 0% | 50% for Reinsurance, Mortgage and Investment Executives 20% for Mr. Papadopoulo | 0–200% | | Strategic Goals2 | Based on each executive’s year-end performance evaluation measuring the achievement of strategic objectives. | | 30% | 30% | 0–250% | | Total | | | 100% | 100% | 0–200% |

  74. Performance Criteria

    1 An ROE equivalent for a given unit is inferred by determining the ROE that would be required under the current underwriting year’s ROE scale to produce a payout multiple equal to the unit’s actual incentive compensation formula plan payout. 2 For the strategic criteria, payout percentages over 200% may only be used if the overall financial criteria payout percentage is 100% (i.e., target level of performance) or higher. The overall maximum bonus payment cannot exceed 200% of the target amount.

  75. 2024 Year ROE Scale/Financial Goals/Payout Scale

    2024 Year ROE Scale/Financial Goals/Payout Scale Each year, in connection with setting the current year’s threshold, target and maximum ROE measures, the Compensation and Human Capital Committee reviews prevailing financial and economic conditions and uncertainties, the current interest rate environment and peer analysis. The Compensation and Human Capital Committee endeavors to set target ROE measures that are rigorous and responsive to the continued challenging environment in the insurance, reinsurance and mortgage industry and that deliver a pay-for-performance culture. For 2024, the Compensation and Human Capital Committee set the ROE target at 13.69%. The two tables below show the payout scale at the threshold, target and maximum levels for each level of ROE financial goal achievement required at the group and segment levels.

  76. 2024 Year ROE Scale/Financial Goals/Payout Scale

    | Range of Payouts as % of Target - Financial Goals - Group Level | Threshold | Target | Maximum | | Payout as a % of Target1 | 20% | 100% | 200% | | Level of Goal Achievement Required | 85% | 100% | 115% |

  77. 2024 Year ROE Scale/Financial Goals/Payout Scale

    | Range of Payouts as % of Target - Financial Goals - Segment Level | Threshold | Target | Maximum | | Payout as a % of Target1 | 20% | 100% | 200% | | Level of Goal Achievement Required | 50% | 100% | 150% |

  78. 2024 Year ROE Scale/Financial Goals/Payout Scale

    1 Payout for performance achievement between stated levels is interpolated on a straight-line basis. The table below shows the payout percentages at each performance rating for strategic performance criteria:

  79. 2024 Year ROE Scale/Financial Goals/Payout Scale

    | Strategic Performance Rating | Payout1 | | Exceptional Achievements | 250% | | Exceeds Expectations | 150% | | Meets Expectations | 100% | | Needs Development | 50% | | Unsatisfactory | 0% |

  80. 2024 Year ROE Scale/Financial Goals/Payout Scale

    1 For the strategic criteria (30% weighting), payout modifiers over 200% may only be used if the overall financial goals (70% weighting) achieve the target level of performance or higher. Also, maximum payout as a percentage of target is capped at 200%. See “2024 Compensation Decisions for NEOs” for details of annual short-term cash incentives paid to the NEOs and discussion of the strategic goals.

  81. 2024 Year ROE Scale/Financial Goals/Payout Scale

    | 52 | | 2025 PROXY STATEMENT | |

  82. Annual Long-Term Incentive Plan

    Annual Long-Term Incentive Plan Overview The Company grants long-term equity-based incentive awards to link the compensation of our NEOs directly to corporate performance over the long term and to align the interests of executives to our shareholders. A majority of the economic value for our NEO compensation is granted in performance-based vehicles. The mix of long-term awards granted under our annual Long-Term Incentive Plan is approximately (i) 80% performance-based, consisting of 55% performance shares and 25% stock options and (ii) 20% time-based restricted shares. The performance shares are subject to both service-based and performance-based vesting conditions and directly link pay with performance and create shareholder alignment. The stock options also align executives’ interests with those of shareholders and focus on driving stock price. Time-based restricted shares promote direct retention and shareholder alignment. These awards make up a significant component of total direct compensation, and we believe that the combination of awards supports our pay-for-performance philosophy by encouraging long-term performance and shareholder value creation. Long-term incentive award grants are generally made annually at the beginning of each year, and the performance shares have three-year overlapping performance periods. In addition, during the year, additional equity awards may be granted for critical retention situations, newly hired employees and special recognition, as described within “Executive Summary—Outperformance Awards Granted in Connection with Successful Leadership Transition.” The summary below describes the vesting conditions and other relevant data relating to the annual long-term equity program.

  83. Annual Long-Term Incentive Plan

    | Annual Long-Term Incentive Plan Awards | | | | | | Performance Shares 55% of Economic Value | | Stock Options 25% of Economic Value | | Restricted Shares 20% of Economic Value | | Performance Period: Three years. Underlying Value: Denoted in shares of Arch Capital. Metrics: Starting in 2024, Adjusted Tangible Book Value per share growth over the three-year performance period, with a TSR modifier of +/- 25%, relative to the TSR of our Performance Peer Group as discussed within “How We Make Compensation Decisions—Selected Competitors” and as shown below. Opportunities: Pre-established threshold, target and maximum opportunities (e.g., 50%, 100%, 200%). TSR modifier cannot result in actual opportunities exceeding 200% but can result in awards falling below 50%. Below threshold performance results in 0% shares earned. Payout: Earned shares vest in March following the end of the performance period, with the number of vested shares dependent upon the level of goal achievement. | + | Vesting: Three-year ratable commencing on the first anniversary of the grant date. Underlying Value: Denoted in non-qualified stock options evaluated using the Black-Scholes methodology. Exercise Price: Equal to or exceeds the closing share price on the grant date. Life: 10-year maximum term. Black-Scholes Methodology: The grant date fair value is calculated in accordance with the Black-Scholes model. The expected life assumption for annual option grants (i.e., not the options related to the Outperformance Awards) is based on the Company’s historical exercise experience of six years (of a 10-year maximum term). | + | Vesting: Three-year ratable commencing on the first anniversary of the grant date. Underlying Value: Denoted in shares of Arch Capital. Payout: In shares. Dividends: Accrue and are paid out upon vesting. |

  84. Annual Long-Term Incentive Plan

    | | 2025 PROXY STATEMENT | | 53 |

  85. Annual Long-Term Incentive Plan

    Starting in 2024, the financial metric against which we measure Company performance under our performance shares is based on growth in adjusted tangible book value per common share (“ATBVPS”). ATBVPS is our TBVPS excluding accumulated other comprehensive income (loss) (“AOCI”), net of deferred income tax related to AOCI, as presented on the Company’s balance sheet. We selected this metric because higher and more consistent ATBVPS growth over time is an indication of effective and prudent use of capital and is shown to deliver value over time. We also believe that performance in relation to our Performance Peer Group is important in evaluating our long-term performance. Accordingly, we have incorporated a relative TSR modifier into the design for several reasons, most significantly due to its likely correlation to long-term growth in ATBVPS and direct correlation with our shareholders’ returns over the performance period. The table below describes the 2024 Performance Peer Group:

  86. Annual Long-Term Incentive Plan

    | 2024 Performance Peer Group | | American Financial Group, Inc. | | Assurant, Inc. | | AXIS Capital Holdings Limited | | Cincinnati Financial Corporation | | CNA Financial Corporation | | Essent Group Ltd. | | Everest Group, Ltd. | | Fairfax Financial Holdings Limited | | The Hanover Insurance Group, Inc. | | The Hartford Insurance Group, Inc. | | Markel Group Inc. | | MGIC Investment Corporation | | Old Republic International Corporation | | Radian Group Inc. | | RenaissanceRe Holdings Ltd. | | Selective Insurance Group, Inc. | | The Travelers Companies, Inc. | | W.R. Berkley Corporation |

  87. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards The Compensation and Human Capital Committee endeavors to set rigorous goals for the performance share awards. The awards granted in 2024 will pay out at target if our ATBVPS grows at an 11% annual rate over the three-year period. As noted above, the resulting vesting level is secondarily modified by the relative TSR modifier. Earned awards can increase by up to 25% if the Company’s TSR over the three-year period ranks between the 65th and 80th percentiles of the Performance Peer Group, or decrease by up to 25% if the Company’s TSR over the three-year period falls between the 20th and 35th percentile of the Performance Peer Group. Awards are not modified if TSR performance is between the 35th and 65th percentiles. The maximum number of shares that can be earned is 200% of target. The table below sets forth the threshold, target and maximum performance levels for ATBVPS with respect to performance shares granted in 2024:

  88. 2024 Long-Term Incentive Awards

    | Level of Performance | Growth in ATBVPS | Shares Earned as a % of Target | | Threshold | 6% | 50% | | Target | 11% | 100% | | Maximum | 16% | 200% |

  89. 2024 Long-Term Incentive Awards

    | 54 | | 2025 PROXY STATEMENT | |

  90. 2024 Long-Term Incentive Awards

    2024 Compensation Decisions for Named Executive Officers

  91. Christine Todd, Chief Investment Officer

    Christine Todd, Chief Investment Officer The Compensation and Human Capital Committee reviewed Ms. Todd’s progress towards the achievement of her 2024 strategic goals and final determinations were made in February 2025. The resulting determination by the Compensation and Human Capital Committee was that she had performed with respect to her pre-established strategic objectives at a level translating to a 200% payout factor. Under Ms. Todd’s leadership, Arch Capital’s investment portfolio performance exceeded that of its benchmark by 89 basis points, and the risk adjusted return of the fixed income portfolio was in the top 5% among its peer group for the three-year period ended December 31, 2024. Ms. Todd’s objectives were based on investment results, strategic initiatives and organizational leadership. Ms. Todd’s strategic initiatives included establishing a strategic approach to portfolio construction and investment selection of the Alternatives portfolio leveraging data and advanced analytics, developing a macro risk model to inform investment decision-making and creating repeatable data-driven processes as well as other operational excellence initiatives. From an organizational leadership standpoint, Ms. Todd invested in several leadership development and team building programs. Refer to the “2024 Compensation Decisions page for Ms. Todd.”

  92. 2024 Short-Term Annual Cash Incentive Plan Payout

    2024 Short-Term Annual Cash Incentive Plan Payout The group financial performance metrics represent the weighted average results under the plan formula for the Insurance, Reinsurance, Mortgage and Investment units determined for 2024. The level of goal achievement for the group during 2024 for open underwriting years was 129.6% of the target goal, exceeding the maximum Level of Goal Achievement Required of 115.0% as indicated in “Elements of Compensation Program—2024 Year ROE Scale/Financial Goals/Payout Scale,” which resulted in a payout factor of 200.0% of target opportunity for the group financial goal portion of the annual cash incentive award. The level of goal achievement for the individual units under the financial goal portion of the annual cash incentive award for the open underwriting years was 128.7%, 144.5%, 145.2% and 111.0% of target performance for the Insurance, Reinsurance, Mortgage and Investment segments, respectively, resulting in payout factors of 157.4%, 189.1%, 190.4% and 122.0% of target opportunity, respectively. The strategic performance results, which make up 30% of the calculation, are highlighted in the following pages covering each individual NEOs’ compensation.

  93. 2024 Long-Term Annual Incentive Plan Award

    2024 Long-Term Annual Incentive Plan Award The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis and extensive review of competitive benchmarking data. For 2024 annual awards, the targeted values of the awards, stated as a percentage of base salary, are summarized in the table below:

  94. 2024 Long-Term Annual Incentive Plan Award

    | Name | 2024 Target Grant Value for February 2024 Award (% of Base Salary)1 | | Nicolas Papadopoulo | 380% | | François Morin | 230% | | Maamoun Rajeh | 300% | | David E. Gansberg | 300% | | Christine Todd | 215% | | Marc Grandisson | 560% |

  95. 2024 Long-Term Annual Incentive Plan Award

    1 Long-Term incentive targets were increased for Messrs. Papadopoulo, Morin, Rajeh and Gansberg as discussed in “2024 Compensation Decisions for NEOs,” and “2025 Long-Term Incentive Awards.”

  96. 2022-2024 Performance Shares Plan Payout

    2022-2024 Performance Shares Plan Payout As stated above, the Company uses performance shares as part of its Long‐Term Incentive Compensation Plan (“LTI Plan”). Under the terms of the LTI Plan, the final number of shares ultimately earned by the eligible executives is a function of the absolute growth in the TBVPS of the Company’s common shares over a three-year performance period, supplemented by a TSR modifier. The starting TBVPS for the 2022 grants was $26.22, which was adjusted for the impact of the Company’s Special Dividend by $4.85 from $31.07. At the end of 2024, the TBVPS grew to $49.52, a 23.61% annualized increase over

  97. 2022-2024 Performance Shares Plan Payout

    | 56 | | 2025 PROXY STATEMENT | |

  98. 2022-2024 Performance Shares Plan Payout

    the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three‐year performance period of 116%, which placed it in the 94.4th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%.

  99. 2022-2024 Performance Shares Plan Payout

    | Annual Change in TBVPS | Payout Percentage | TSR Percentile | Share Modifier | | <6% | 0% | ≤20% | 75% | | 6% | 50% | 35% | 100% | | 11% | 100% | 65% | 100% | | ≥16% | 200% | ≥80% | 125% | | Actual Payout | | | | | 23.6% | 200% | 94.4th | 125% |

  100. 2022-2024 Performance Shares Plan Payout

    Based on the two calculations above, the indicated final payout was 250.0% for the performance shares granted in 2022 that vested on March 4, 2025, which was capped at the maximum payout of 200%.

  101. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    2024 Outperformance Awards Granted in Connection with Successful Leadership Transition In connection with our recent leadership transition, the Compensation and Human Capital Committee approved in November 2024 the grant of equity awards (the “Outperformance Awards”) consisting of (1) premium-priced stock options (representing 70% of the grant date value of the awards for Messrs. Papadopoulo, Rajeh and Gansberg, and 50% for Mr. Morin and Ms. Todd) and (2) time-vested restricted shares (representing 30% of the grant date value of the awards for Messrs. Papadopoulo, Rajeh and Gansberg, and 50% for Mr. Morin and Ms. Todd). The grant date value of the awards to our active NEOs was as follows:

  102. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    (1) As described in “2024 Compensation Decisions for NEOs” and “2024 Grants of Plan-Based Awards.” The Board and the Compensation and Human Capital Committee, upon the advice of its independent compensation consultant, granted the Outperformance Awards in order to successfully implement the Company’s CEO succession plan, while providing leadership continuity among the Executive Leadership Team during this transition. In approving the Outperformance Awards, members of the Board and Compensation and the Human Capital Committee specifically considered our NEOs’ strong leadership and performance over their respective tenures as well as the desire to build on those results. In addition, in making these grants, the Compensation and Human Capital Committee considered that the terms of these awards (described further below) promote executive retention and share ownership in order to align with long-term shareholder value. The lengthy vesting and holding periods, and non-competition provisions of the Outperformance Awards serve to further incentivize our NEOs to focus on the long-term interests of the Company and to reward them for the sustained and continued outperformance of the Company over an extended period of time. As a result of the award terms described below, our NEOs will not be able to realize any financial value from their Outperformance Awards until at least five years following the grant date, following completion of the vesting and holding periods. Size of Outperformance Awards In determining the magnitude of the outperformance awards for our CEO, Presidents and other NEOs, the Compensation and Human Capital Committee considered several important internal and external factors: ■The significant capital positions of most of these executives, which were earned over long careers in helping the Company achieve industry-leading financial and shareholder results to ensure any potential awards, were sufficiently meaningful. ■The award’s emphasis on performance, as opposed to time-based awards (particularly for our CEO and Presidents), and the significant price premium associated with their option grants, which the Compensation and Human Capital Committee viewed as unique relative to special awards offered by other companies. ■The terms of the awards (10-year non-competition, non-solicitation, restrictive covenants and two-year holding requirement of vested/exercised), which the Compensation and Human Capital Committee also viewed as extraordinary but appropriate. ■The target pay opportunities associated with their regular annual compensation packages in order to provide the right motivational and incentive value. ■The value and design of special awards recently offered by some of our industry peers as well as other large cap companies, especially in cases of internal chief executive officer succession, to provide context for structuring the Company’s awards.

  103. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    The Compensation and Human Capital Committee relied on no specific formula or target value in making these awards. Rather, it used its judgement while placing more weight on internal considerations than external ones in approving awards it believed best met the objectives of the Outperformance Awards. Premium-Priced Stock Options The $161.24 premium strike price on the premium-priced stock options is set at a premium of approximately 70% to the closing stock price on the grant date (or $95.69) and represents a premium over the Company’s stock price on the other key dates since the date of the grant, as shown below:

  104. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    In approving the premium-priced option awards, the Compensation and Human Capital Committee considered that the premium-priced stock options, by requiring a significant increase in stock price to deliver value, incentivize the recipients to maximize the value of the Company’s common shares over the long term. No value will be received for premium-priced stock options if the $161.24 premium strike price is not achieved. The premium-priced stock options vest in full on the third anniversary of the grant date (with no interim vesting during that period), subject to continued employment with the Company. Once vested, the stock options continue to be exercisable for the remainder of the 10-year option term, provided that the 10-year non-competition, non-solicitation and other restrictive covenants accompanying the award are met. In addition, after the options are exercised, the net shares received must be held for an additional two-year period. Restricted Shares The restricted share portion of the award will vest in full on the third anniversary of the grant date for Mr. Morin and Ms. Todd, and vest in equal increments on the first through third anniversaries of the grant date for Messrs. Papadopoulo, Rajeh and Gansberg, in each case subject to continued employment with the Company. Additionally, the shares received upon vesting must be held for five years following the grant date.

  105. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    | François Morin, Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | In January 2024, Mr. Morin’s base salary was increased to $800,000 from $750,000, his short-term incentive target was increased to 150% from 140% and his long-term incentive target was increased to 230% from 200% following our annual benchmarking review, company growth and continued high performance. For 2025 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Morin’s compensation and as a result his long-term incentive target was increased to 275% from 230%, effective January 1, 2025. | | | | | | | | | Short-Term Cash Incentive | The Compensation and Human Capital Committee reviewed Mr. Morin’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance. | | | | | | | | | | 2024 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | | Financial Performance—Group | | | 200% | 70% | 140.0% | $1,200,000 | $1,680,000 | | | Strategic Performance | | | 225% | 30% | 68.0% | | 720,000 | | | TOTAL | | | | 100% | 208% | | $2,400,000 | | Long-Term Incentive | On February 27, 2024, the Compensation and Human Capital Committee approved the annual award based on his target of 230% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total | | | Feb. 27, 2024 | 11,603 | $1,012,014 | 14,975 | $460,098 | 4,219 | $367,981 | $1,840,093 | | Out-performance Award | In connection with our recent leadership transition, in November 2024 the Compensation and Human Capital Committee approved the below grant of equity awards, 50% of the grant value of which consists of premium-priced stock options and 50% time-vested restricted shares as described under “Executive Summary—Outperformance Awards Granted in Connection with Successful Leadership Transition.” | | | | | | | | | | | Stock Options | | | | Time-Based Restricted Shares | | | | | Grant Date | Number of Options | Exercise Price | Value1 | | Number of Shares | Value1 | Total | | | Nov. 19, 2024 | 52,441 | $161.24 | $1,500,353 | | 15,676 | $1,500,036 | $3,000,389 | | 2022-2024 Performance Share Cycle Vesting | As described under “2024 Compensation Decisions for NEOs—2022-2024 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2022 that vested on March 4, 2025. | | | | | | | | | | 2022 Grant (Target) | Approved Payout Factor | | Total Vested | Adjustment to Target Shares Awarded | | Value of Adjustment to Target Shares at 12/31/20242 | | | | 15,618 | 200.0% | | 31,236 | 15,618 | | $1,442,322 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2024 closing stock price of Arch Capital, which was $92.35. | | | | | | | | |

  106. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    | Maamoun Rajeh, President, Arch Capital | | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | In January 2024, Mr. Rajeh’s base salary was increased to $850,000 from $780,000, his short-term incentive target was increased to 165% from 140% and his long-term incentive target was increased to 300% from 200% following our annual benchmarking review, company growth and continued high performance. Following Mr. Rajeh’s promotion to President in November 2024, his base salary was increased to $900,000 from $850,000, his short-term incentive target was increased to 185% from 165% (effective for periods beginning on and after his appointment to President) and his long-term incentive target increased to 382% from 300% (first effective with the annual long-term incentive award in 2025). For 2025 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Rajeh’s compensation and no adjustments were made. | | | | | | | | | Short-Term Cash Incentive | The Compensation and Human Capital Committee reviewed Mr. Rajeh’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance. | | | | | | | | | | 2024 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | | Financial Performance—Group | | | 200% | 20% | 40% | $1,441,947 | $576,700 | | | Financial Performance—Segment1 | | | 185.4% | 50% | 93% | | 1,341,100 | | | Strategic Performance | | | 225% | 30% | 67% | | 966,100 | | | TOTAL | | | | 100% | 200% | | $2,883,900 | | | 1 The payout factor was reduced for amounts calculated under the Reinsurance segment’s formula approach under the short-term cash incentive plan attributable to performance for prior underwriting years, for which Mr. Rajeh has previously received payment. | | | | | | | | | Long-Term Incentive | On February 27, 2024, the Compensation and Human Capital Committee approved the annual award based on his target of 300% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total | | | Feb. 27, 2024 | 16,080 | $1,402,498 | 20,753 | $637,623 | 5,847 | $509,975 | $2,550,096 | | Out- performance Award | In connection with our recent leadership transition, in November 2024 the Compensation and Human Capital Committee approved the below grant of equity awards, 70% of the grant value of which consists of premium-priced stock options and 30% time-vested restricted shares as described under “Executive Summary—Outperformance Awards Granted in Connection with Successful Leadership Transition.” | | | | | | | | | | | Stock Options | | | | Time-Based Restricted Shares | | | | | Grant Date | Number of Options | Exercise Price | Value1 | | Number of Shares | Value1 | Total | | | Nov. 19, 2024 | 513,922 | $161.24 | $14,703,463 | | 65,838 | $6,300,038 | $21,003,501 | | 2022-2024 Performance Share Cycle Vesting | As described under “2024 Compensation Decisions for NEOs—2022-2024 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2022 that vested on March 4, 2025. | | | | | | | | | | 2022 Grant (Target) | Approved Payout Factor | | Total Vested | Adjustment to Target Shares Awarded | | Value of Adjustment to Target Shares at 12/31/20242 | | | | 16,775 | 200.0% | | 33,550 | 16,775 | | $1,549,171 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2024 closing stock price of Arch Capital, which was $92.35. | | | | | | | | |

  107. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    | David E. Gansberg, President, Arch Capital | | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | In January 2024, Mr. Gansberg’s base salary was increased to $850,000 from $780,000, his short-term incentive target was increased to 165% from 140% and his long-term incentive target was increased to 300% from 200% following our annual benchmarking review, company growth and continued high performance. Following Mr. Gansberg’s promotion to President in November 2024, his base salary was increased to $900,000 from $850,000, his short-term incentive target was increased to 185% from 165% (effective for periods beginning on and after his appointment to President) and his long-term incentive target increased to 382% from 300% (first effective with the annual long-term incentive award in 2025). For 2025 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Gansberg’s compensation and no adjustments were made. | | | | | | | | | Short-Term Cash Incentive | The Compensation and Human Capital Committee reviewed Mr. Gansberg’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance. | | | | | | | | | | 2024 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | | Financial Performance—Group | | | 200% | 20% | 40% | $1,441,947 | $576,700 | | | Financial Performance—Segment1 | | | 187.6% | 50% | 93% | | 1,341,100 | | | Strategic Performance | | | 225% | 30% | 67% | | 966,100 | | | TOTAL | | | | 100% | 200% | | $2,883,900 | | | 1 The payout factor was reduced for amounts calculated under the Mortgage segment’s formula approach under the short-term cash incentive plan attributable to performance for prior underwriting years in recognition of the fact that an additional bonus amount of $63,781 was paid to Mr. Gansberg in March 2025 which constitutes the final payout in the Mortgage segment’s separate formulaic bonus plan earned prior to 2019. | | | | | | | | | Long-Term Incentive | On February 27, 2024, the Compensation and Human Capital Committee approved the annual award based on his target of 300% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total | | | Feb. 27, 2024 | 16,080 | $1,402,498 | 20,753 | $637,623 | 5,847 | $509,975 | $2,550,096 | | Out-performance Award | In connection with our recent leadership transition, in November 2024 the Compensation and Human Capital Committee approved the below grant of equity awards, 70% of the grant value of which consists of premium-priced stock options and 30% time-vested restricted shares as described under “Executive Summary—Outperformance Awards Granted in Connection with Successful Leadership Transition.” | | | | | | | | | | | Stock Options | | | | Time-Based Restricted Shares | | | | | Grant Date | Number of Options | Exercise Price | Value1 | | Number of Shares | Value1 | Total | | | Nov. 19, 2024 | 513,922 | $161.24 | $14,703,463 | | 65,838 | $6,300,038 | $21,003,501 | | 2022-2024 Performance Share Cycle Vesting | As described under “2024 Compensation Decisions for NEOs—2022-2024 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2022 that vested on March 4, 2025. | | | | | | | | | | 2022 Grant (Target) | Approved Payout Factor | | Total Vested | Adjustment to Target Shares Awarded | | Value of Adjustment to Target Shares at 12/31/20242 | | | | 16,775 | 200.0% | | 33,550 | 16,775 | | $1,549,171 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2024 closing stock price of Arch Capital, which was $92.35. | | | | | | | | |

  108. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    | Christine Todd, Chief Investment Officer, Arch Capital | | | | | | | | | | Base Salary, Short- and Long-Term Incentive Target | In January 2024, Ms. Todd’s base salary was increased to $800,000 from $685,000, her short-term incentive target was increased to 150% from 140% and her long-term incentive target was increased to 215% from 200% following our annual benchmarking review, company growth and continued high performance. For 2025 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Ms. Todd’s compensation and no adjustments were made. | | | | | | | | | Short-Term Cash Incentive | The Compensation and Human Capital Committee reviewed Ms. Todd’s performance against her strategic goals, which resulted in a payout factor of 200% on the portion of her bonus that was based on strategic performance. | | | | | | | | | | 2024 STI Metric | | | Payout Factor | x Weighting | = Adjusted Weighting | x Target Bonus | = Bonus Payout (Max 2x) | | | Financial Performance—Group | | | 200% | 20% | 40% | $1,200,000 | $480,000 | | | Financial Performance—Segment | | | 122% | 50% | 61% | | 732,000 | | | Strategic Performance | | | 200% | 30% | 60% | | 720,000 | | | TOTAL | | | | 100% | 161% | | $1,932,000 | | Long-Term Incentive | On February 27, 2024, the Compensation and Human Capital Committee approved the annual award based on her target of 215% of salary summarized in the table below. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned. | | | | | | | | | | | Performance Shares | | Stock Options | | Time-Based Restricted Shares | | | | | Grant Date | Target Number of Shares | Value1 | Number of Options | Value1 | Number of Shares | Value1 | Total | | | Feb. 27, 2024 | 10,846 | $945,988 | 13,998 | $430,080 | 3,944 | $343,996 | $1,720,064 | | Out-performance Award | In connection with our recent leadership transition, in November 2024 the Compensation and Human Capital Committee approved the below grant of equity awards, 50% of the grant value of which consists of premium-priced stock options and 50% time-vested restricted shares as described under “Executive Summary—Outperformance Awards Granted in Connection with Successful Leadership Transition.” | | | | | | | | | | | Stock Options | | | | Time-Based Restricted Shares | | | | | Grant Date | Number of Options | Exercise Price | Value1 | | Number of Shares | Value1 | Total | | | Nov. 19, 2024 | 34,961 | $161.24 | $1,000,245 | | 10,450 | $999,961 | $2,000,206 | | 2022-2024 Performance Share Cycle Vesting | As described under “2024 Compensation Decisions for NEOs—2022-2024 Performance Shares Plan Payout,” the indicated final payout was 200.0% for the performance shares granted in 2022 that vested on March 4, 2025. | | | | | | | | | | 2022 Grant (Target) | Approved Payout Factor | | Total Vested | Adjustment to Target Shares Awarded | | Value of Adjustment to Target Shares at 12/31/20242 | | | | 11,642 | 200.0% | | 23,284 | 11,642 | | $1,075,139 | | | 1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “2024 Summary Compensation Table” and “2024 Grants of Plan—Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2024 closing stock price of Arch Capital, which was $92.35. | | | | | | | | |

  109. 2024 Outperformance Awards Granted in Connection with Successful Leadership Transition

    2025 Long-Term Incentive Awards In March 2025, and as will be described in more detail in the 2026 Proxy Statement, the Company made its annual long-term incentive grants in the form of performance shares, stock options and time-based restricted stock to the NEOs, consistent with the Company’s annual long-term awards made in prior years. Similar to the annual cycle long-term incentive awards granted in 2024 and, as described in “2024 Compensation Decisions for NEOs,” the Company granted 55% in performance shares (measured by economic value), 25% in stock options and 20% in time-based restricted shares in March 2025. The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis, extensive review of competitive benchmarking data and an evaluation of performance. As discussed in “2024 Compensation Decisions for NEOs,” the Compensation and Human Capital Committee increased the long-term incentive target for Messrs. Papadopoulo, Morin, Rajeh and Gansberg. For the 2025 annual cycle grants, each of the NEOs, other than Mr. Grandisson, received the following:

  110. Notice Period

    Notice Period Mr. Grandisson’s employment agreement provides for a six month notice period in connection with his retirement and sets forth the compensation and benefits he is entitled to receive for that period. Specifically, the terms of his employment agreement provide that Mr. Grandisson will continue to receive base salary and employee benefits through the end of the notice period, or April 15, 2025. In addition, following the notice period, the employment agreement entitles Mr. Grandisson to a cash lump sum payment equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for 2024, or (ii) the average of his annual bonus he actually received during the three years immediately preceding 2024) and (II) a pro-rated portion of the bonus amount during the period of his employment through April 15, 2025. The amount payable to Mr. Grandisson for the notice period is $4,515,700.

  111. Outstanding Equity Awards

    Outstanding Equity Awards Mr. Grandisson’s outstanding equity awards will also be treated in accordance with their existing terms relating to a voluntary resignation without good reason after the attainment of retirement age, which provide that (a) restricted shares and performance shares will continue to vest or be earned in accordance with the original terms and (b) outstanding options will continue to become exercisable in accordance with their original vesting

  112. Outstanding Equity Awards

    | 64 | | 2025 PROXY STATEMENT | |

  113. Outstanding Equity Awards

    schedule and will remain exercisable for the remainder of the original exercise period, in each case, provided that Mr. Grandisson does not engage in a competitive activity in conflict with the Company. For information regarding Mr. Grandisson’s outstanding equity awards, please see “Outstanding Equity Awards at 2024 Year-End.”

  114. Additional Compensation Policies and Practices

    Additional Compensation Policies and Practices Arch Capital’s compensation philosophy and related governance features are complemented by its compensation policies and practices designed to align our compensation with long-term shareholder interests and discourage excessive risk taking, including the following: Clawback Policy The Company has a clawback policy covering all executive officers, including our CEO. This policy provides that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation and Human Capital Committee will review all cash and equity incentive-based compensation that was paid to current or former executive officers during the three-year period preceding the required restatement. If any such incentive-based compensation would have been lower as a result of the restated financial results, the Compensation and Human Capital Committee would seek the reimbursement of the incremental portion of the incentive-based compensation in excess of the compensation that would have been paid based on the restated financial results. This policy is to be interpreted in accordance with the applicable rules of Nasdaq (or any other securities exchange on which our common shares are listed from time to time). Equity Grant Procedures The Compensation and Human Capital Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation and Human Capital Committee’s general practice to approve annual equity awards in February of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is during an open quarterly trading window period under the Insider Trading Policy or when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation. Use of Company Aircraft The Company owns aircraft to support its senior executive officers’ efficiency in the performance of their duties. Use of Company aircraft provides a secure and efficient mode of travel for senior executive officers and enables them to prioritize our business and use travel time productively for the Company’s benefit. Pursuant to Company policy, Company aircraft may be used for business purposes by our CEO and any officer, employee or guest specifically authorized by the CEO to use the aircraft. On an infrequent basis, our CEO may be accompanied by his spouse on the aircraft and may use the aircraft for incidental non-business travel, provided that he reimburse the Company for the aggregate incremental cost, but in no event more than the maximum amount permitted under FAA regulations. Share Ownership Guidelines In an effort to further align the interests of the Executive Leadership Team with the interests of shareholders, the Company has share ownership guidelines that require these executives to maintain designated ownership levels of Arch Capital common shares. Specifically, these guidelines require common share ownership levels as follows: (1) CEO of Arch Capital—six times base salary, and (2) NEOs and other executives who file reports under Section 16 of the Exchange Act—four times base salary. Each executive has five years to comply with the guidelines from the date of appointment or promotion to the role. Unvested restricted shares and shares subject to unvested restricted share units which, in either case, vest solely based on time and continued employment, will be counted toward the target ownership level. Unvested performance restricted shares and shares subject to unvested performance restricted share units will be counted toward the target ownership level to the extent, if any, that the performance target would have been achieved based on performance through the last completed calendar year of the applicable performance period (as determined by the Company). Shares subject to stock options and unvested performance awards (except as set forth above in the case of unvested performance restricted shares and shares subject to unvested performance restricted share units) do not count toward the requirement. All of our NEOs are in compliance with our share ownership guidelines. See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share ownership guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital.

  115. Additional Compensation Policies and Practices

    Share Holding Requirements for Executives To ensure that each of our senior executives meets our share ownership guidelines, the Company requires that each senior executive retain 50% of the net profit shares received from Company equity awards until the executive meets target ownership levels. Net profit shares are the shares remaining after payment of the exercise price of an option and taxes owed on exercise of options, vesting of restricted stock or vesting and payout under restricted stock units and performance shares. See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share retention guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital. No Hedging Permitted Under our Insider Trading Policy, our directors, officers and employees are not permitted to engage in hedging activities with respect to Arch Capital’s common shares or any other publicly-traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, they may not engage in short sales or in the purchases or sales of financial instruments or derivatives, including puts and calls, that hedge or offset any change in the market value of our securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, or have, the same effect. Limits on Pledging Our Insider Trading Policy also discourages the pledging of our common shares as collateral for loans and includes limitations as follows: ■In no event may any executive officer or director of the Company pledge an amount of common shares in respect of a loan that exceeds the lesser of 30% of the common shares beneficially owned by the individual (as reported or would be reported in our Proxy Statement) or 0.5% of the then outstanding common shares of Arch Capital; and ■no insider (including executive officers and directors) may purchase Company securities on margin or pledge Company securities without the prior approval of the General Counsel of Arch Capital Services LLC or his or her designee. Any securities pledged would not count toward satisfying any required ownership level of securities under relevant share retention guidelines. No Excise Tax Gross-Ups The Company does not provide excise tax gross-up payments to any of its executives in connection with change in control payments. No Tax Gross-Ups The Company does not include tax gross-up provisions in employment agreements and does not provide tax gross-ups to our executive officers.

  116. Executive Compensation Tables

    | 2024 Summary Compensation Table |

  117. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Nicolas Papadopoulo | 2024 | 992,821 | — | 9,594,808 | 16,958,946 | 3,738,700 | 473,298(7) | 31,758,573 | | Chief Executive Officer and Class III Director, Arch Capital | 2023 | 850,000 | — | 2,312,048 | 733,829 | 2,805,000 | 441,658(7) | 7,142,535 | | | 2022 | 800,000 | — | 1,865,812 | 600,026 | 2,256,500 | 433,889(7) | 5,956,227 | | François Morin | 2024 | 800,000 | — | 2,949,881 | 1,960,451 | 2,451,499(6) | 330,003 | 8,491,834 | | Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital | 2023 | 750,000 | — | 1,358,907 | 431,298 | 2,100,000(6) | 316,372 | 4,956,577 | | | 2022 | 675,000 | — | 1,049,474 | 337,509 | 1,822,500(6) | 326,227 | 4,210,710 | | Maamoun Rajeh | 2024 | 857,540 | | 8,309,313 | 15,341,086 | 2,883,900 | 573,500 | 27,965,339 | | President, Arch Capital | 2023 | 780,000 | | 1,414,052 | 448,808 | 2,083,500(8) | 546,343 | 5,272,703 | | | 2022 | 725,000 | | 1,127,234 | 362,510 | 1,431,400 | 547,379 | 4,193,523 | | David E. Gansberg | 2024 | 857,576 | 63,781(9) | 8,309,313 | 15,341,086 | 2,883,900 | 150,683(7) | 27,606,339 | | President, Arch Capital | 2023 | 780,000 | 97,219(9) | 1,414,052 | 448,808 | 2,070,481 | 198,934(7) | 5,009,494 | | | 2022 | 725,000 | 266,321(9) | 1,127,234 | 362,510 | 1,608,079 | 184,139(7) | 4,273,283 | | Christine Todd | 2024 | 800,000 | | 2,355,237 | 1,430,325 | 1,932,000 | 450,311 | 6,967,873 | | Chief Investment Officer, Arch Capital | | | | | | | | | | Marc Grandisson | 2024 | 1,300,000 | — | 5,736,332 | 1,820,329 | | 564,526 | 9,421,187 | | Retired Chief Executive Officer, Arch Capital | 2023 | 1,225,000 | — | 4,972,757 | 1,578,304 | 4,900,000 | 426,191 | 13,102,252 | | | 2022 | 1,225,000 | — | 4,285,510 | 1,378,188 | 4,745,700 | 467,241 | 12,101,639 |

  118. Executive Compensation Tables

    | 2024 | Grants of Plan-Based Awards |

  119. Executive Compensation Tables

    | Outstanding Equity Awards at 2024 Year-End |

  120. Pay Versus Performance

    Pay Versus Performance

  121. Pay Versus Performance

    | Year | SCT Total for Mr. Papadopoulo (1) | CAP to Mr. Papadopoulo (2) | SCT Total for Mr. Grandisson (3) | CAP to Mr. Grandisson (2) | Average SCT Total for Non-PEO NEOs (4) | Average CAP to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | Net Income (in millions) (8) | Operating ROE (9) | | 2024 | 31,758,573 | 37,871,418 | 9,421,187 | 25,401,377 | 17,757,846 | 21,235,910 | 226.44 | 227.67 | 4,272 | 18.9% | | 2023 | N/A | N/A | 13,102,252 | 21,589,156 | 5,595,327 | 8,510,086 | 173.16 | 168.05 | 4,403 | 21.6% | | 2022 | N/A | N/A | 12,101,639 | 20,596,816 | 4,658,436 | 7,460,450 | 146.37 | 151.65 | 1,436 | 14.8% | | 2021 | N/A | N/A | 9,336,013 | 16,348,981 | 5,557,283 | 7,443,067 | 103.64 | 127.58 | 2,093 | 11.5% | | 2020 | N/A | N/A | 8,779,832 | 2,801,587 | 3,881,973 | 2,994,739 | 84.10 | 106.96 | 1,364 | 4.8% |

  122. Pay Versus Performance

    (1)Represents compensation reported in the Summary Compensation Table (“SCT”) for our CEO, Mr. Papadopoulo, who was appointed effective October 13, 2024. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” (2)The dollar amounts reported represent the amount of CAP, computed as required by Item 402(v) of Regulation S-K. The computations do not reflect the actual amount of compensation earned by or paid to Mr. Papadopoulo and Mr. Grandisson during the applicable year. Refer to the “PEO SCT Total to CAP Reconciliation” table below. (3)Represents compensation reported in the SCT for our Retired CEO, Mr. Grandisson, who retired from the Company effective October 15, 2024. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” Mr. Grandisson’s employment will terminate on the six-month anniversary of his notice of termination as described in “Employment Arrangements—Marc Grandisson.” (4)The dollar amounts reported represent the average compensation of Non-PEOs as a group as reported in the “Total” column of the SCT. For 2020 to 2023, this includes Messrs. Morin, Papadopoulo, Rajeh and Gansberg. For 2024, this includes Messrs. Morin, Rajeh and Gansberg and Ms. Todd. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” (5)The dollar amounts reported represent the average amount of CAP to the Company’s Non-PEO NEOs as a group, computed as required by Item 402(v) of Regulation S-K. The computations do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. Refer to the “Average of Non-PEO NEO SCT Total to CAP Reconciliation” table below. (6)Represents the Company’s cumulative TSR assuming reinvestment of dividends for the measurement period beginning at market close on December 31, 2019, through the end of the applicable year. (7)Represents the cumulative TSR assuming reinvestment of dividends of the S&P 500 P&C Index for the measurement period beginning at the market close on December 31, 2019, through the end of the applicable year. (8)The dollar amounts reported represent the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. (9)Represents the Operating ROE as described in “Annex B—Non-GAAP Financial Measures” for the applicable year.

  123. Pay Versus Performance

    | | 2025 PROXY STATEMENT | | 77 |

  124. Pay Versus Performance

    PEO SCT Total to CAP Reconciliation:

  125. Pay Versus Performance

    | | Year | Reported SCT for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments (c) | CAP to PEO | | Mr. Papadopoulo | 2024 | 31,758,573 | (26,553,754) | 32,666,599 | — | — | 37,871,418 | | Mr. Grandisson | 2024 | 9,421,187 | (7,556,661) | 23,536,851 | — | — | 25,401,377 |

  126. Pay Versus Performance

    (a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)Refer to the “PEO Equity Award Adjustments” table below. (c)Arch does not provide Pension Benefits to its CEO. PEO Equity Award Adjustments:

  127. Pay Versus Performance

    | | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (a) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (a) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year (a) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Mr. Papadopoulo | 2024 | 25,670,787 | 5,411,835 | — | 1,583,977 | — | — | 32,666,599 | | Mr. Grandisson | 2024 | 8,344,962 | 12,101,985 | — | 3,089,904 | — | — | 23,536,851 |

  128. Pay Versus Performance

    (a)The valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the original expected life established at grant date, as used for financial reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable. The reported year-end fair value of outstanding and unvested equity awards reflects the adjustments and amounts attributable to the Special Dividend, as applicable. Average of Non-PEO NEO SCT Total to CAP Reconciliation:

  129. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards (a) | Average Equity Award Adjustments (b) | Average Reported Change in the Actuarial Present Value of Pension Benefits (c) | Average Pension Benefit Adjustments (c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | 17,757,846 | (13,999,173) | 17,477,237 | — | — | 21,235,910 |

  130. Pay Versus Performance

    (a)The average reported value of equity awards represents the average of total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)Refer to the “Average of Non-PEO NEO Equity Award Adjustments” table below. (c)Arch does not provide Pension Benefits to its Non-PEO NEOs. Average of Non-PEO NEO Equity Award Adjustments:

  131. Pay Versus Performance

    | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (a) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (a) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year (a) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | 13,600,332 | 3,051,587 | — | 825,318 | — | — | 17,477,237 |

  132. Pay Versus Performance

    (a)The average valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the original expected life established at grant date, as used for financial reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable. The reported average year-end fair value of outstanding and unvested equity awards reflects the adjustments and amounts attributable to the Special Dividend, as applicable.

  133. Pay Versus Performance

    | 78 | | 2025 PROXY STATEMENT | |

  134. Most Important Measures to Determine 2024 Compensation Actually Paid

    Most Important Measures to Determine 2024 Compensation Actually Paid The three items listed below represent the most important metrics used to link compensation actually paid for our NEOs for 2024 to the Company’s performance, as further described in “Compensation—Compensation Discussion and Analysis,” in the section titled “Elements of Compensation Program” sub-sections called “Short—Term Annual Cash Incentive” and “Annual Long-Term Incentive Plan.” ■Operating ROE ■Growth in TBVPS ■Relative TSR (the Company’s TSR as compared to a performance peer group established by the Compensation and Human Capital Committee)

  135. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  136. CEO Pay Ratio—212 to 1

    CEO Pay Ratio—212 to 1 We determined each employee’s consistently applied compensation measure, which was equal to the sum of the following pay components: ■2024 base salary; ■bonuses paid during 2024; ■variable incentive compensation paid during 2024; and ■the fair value of all equity grants made during 2024. We annualized the 2024 base salary for full-time employees who were not employed by us for all of 2024. Amounts paid in currencies other than U.S. dollars were converted into U.S. dollars based on the applicable exchange rate at December 31, 2024. Based on each employee’s consistently applied compensation measure, we were able to identify the median employee who was a full-time, permanent employee based in the United States. After identifying the median employee, we calculated the median employee’s annual total compensation for 2024 using the same requirements applied to calculate our CEO annual total compensation as set forth in the “2024 Summary Compensation Table,” and then added the estimated value of the median employee’s health plan benefits. Based on the foregoing, the annual total compensation calculated for the median employee for 2024 was $149,222. For purposes of the pay ratio rule, the annual total compensation calculated for our CEO for 2024, was $31,592,454, as set forth in the “2024 Summary Compensation Table,” plus $33,066, the estimated value of our CEO’s health plan benefits, or $31,625,520. Accordingly, for 2024, our CEO to median employee pay ratio was 212 to 1.

  137. Nominees

    Nominees The persons named below have been nominated to serve as Designated Company Directors of our non-U.S. subsidiaries indicated below. Unless authority to vote for a nominee is withheld, the enclosed proxy will be voted for the nominee, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that the nominee is unable or declines to serve.

  138. Nominees

    | Arch Capital Holdings Ltd. | Arch Investment Management Ltd. | | François Morin; Chiara Nannini | François Morin; Christine Todd | | Arch Credit Risk Services (Bermuda) Ltd. | Arch Global Services Holdings Ltd. | | Brian Chen; Seamus Fearon; Alan Tiernan | Chris Hovey; François Morin | | Arch Investment Property Holdings Ltd. | Alternative Re Holdings Limited, Alternative Re Limited | | François Morin; David J. Mulholland | François Morin; Chiara Nannini | | Arch Reinsurance Ltd. | Arch Underwriters Ltd. | | Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh; William Soares | Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh | | Arch Investment Holdings I Ltd., Arch Investment Holdings II Ltd., Arch Investment Holdings III Ltd., Arch Investment Holdings IV Ltd. | Other Non-U.S. Subsidiaries, as Required or Designated Under Bye-Law 75 (except as otherwise indicated herein) | | François Morin; David J. Mulholland; Christine Todd | François Morin; Maamoun Rajeh |

  139. Nominees

    Brian Chen, 36, is Senior Vice President of Credit Risk Transfer and Services at Arch Re Bermuda. Mr. Chen joined Arch in 2020 and leads Arch’s participation in GSE CRT reinsurance deals as well as its underwriting services platform to other reinsurers. Prior to joining Arch, Mr. Chen worked in various capital markets roles at Fannie Mae from 2011 to 2014 and from 2018 to 2020. Between 2014 and 2018, Mr. Chen worked in sell-side equity research at Autonomous Research covering mortgage and insurers, servicers and mortgage technology. Mr. Chen holds a B.S. in Financial Mathematics from the University of Virginia and is a CFA® Charterholder. Crystal Doughty, 40, is the Chief Underwriting Officer, Property at Arch Re Bermuda, a role she has held since August 2023. Prior to this, Ms. Doughty served as Senior Underwriter and Third-Party Capital Portfolio Manager at Arch Re Bermuda. She joined Arch Re Bermuda in January 2021, bringing with her varied experience from Markel, where she held various positions since 2006. Her roles at Markel included Senior Vice President Underwriting Retro, Property International and North American Reinsurance, Managing the New Point Sidecar and Assistant Vice President Reserving Actuary for all lines of business, including Casualty and Specialty, Marine, and Property. Ms. Doughty holds an Honours B.Sc. in Actuarial Science and Statistics from the University of Toronto and is an Associate of the Casualty Actuarial Society. Matthew Dragonetti, 55, is President of Arch Re Bermuda, a position he has held since November 2017. From 2012 to 2017, Mr. Dragonetti was the Head of Worldwide Property. He joined Arch Re Bermuda in November 2001 as a Senior Underwriter for U.S. Treaty Property, ultimately becoming Head of U.S. Property in 2005. Before joining Arch Re Bermuda, he served as Vice President at Odyssey Re and prior to that, he was a Vice President of Property Treaty for Terra Nova (Bermuda) Holdings Ltd. from 1998 to 2000. He started his reinsurance career at F&G Re as an Assistant Vice President international property from 1995 to 1998. Mr. Dragonetti has a B.S. in Economics from Pennsylvania State University and an MBA from Northeastern University.

  140. Nominees

    | 90 | | 2025 PROXY STATEMENT | |

  141. Nominees

    Seamus Fearon, 44, serves as CEO, International Mortgage Group of Arch Capital. Mr. Fearon joined Arch Capital in September 2012 and previously served as the Chief Actuary of the Global Mortgage Group. Prior to joining Arch, Mr. Fearon was Associate Director and Actuary for KPMG Dublin from 2008 to 2012. From 2003 to 2008, he was Pricing Actuary for Aviva General Insurance Ltd. Mr. Fearon is a Fellow of the Institute and Faculty of Actuaries and holds a B.Sc. in Actuarial Mathematics from Dublin City University. He also completed the Program for Leadership Development from Harvard Business School. Jerome Halgan, 51, was appointed President and Chief Underwriting Officer of Arch Reinsurance Group in March 2024 and has served as Chief Executive Officer of Arch Re Bermuda since January 2018. Mr. Halgan joined Arch in 2009 as Senior Underwriter with Arch Re Bermuda before being promoted to Chief Underwriting Officer in June 2012. He then took on the role of President of Arch Re (U.S.) in August 2014, a position he held until January 2016, when he was named Chairman, President and Chief Executive Officer of Arch Re (U.S.) before assuming his current role. Prior to Arch, Mr. Halgan worked with the Berkshire Hathaway Reinsurance Group as a Vice President from 2001 to 2009 and with Sorema N.A. Reinsurance Group from 1996 to 2001 with responsibilities within property underwriting and business analysis. Mr. Halgan holds an MBA from the Stern School of Business and an engineering degree from the École Supérieure d’Électricité in France. Chris Hovey, 58, is Chief Operations Officer at Arch Capital Services LLC. From July 2018 to January 2020, Mr. Hovey served as Executive Vice President and Chief Information Officer at Arch Capital Services LLC. Prior to that, he held the role of Chief Operating Officer of Arch Mortgage Insurance Company. Before joining Arch in 2014, Mr. Hovey acted as Chief Operating Officer for PMI. He also served as Senior Vice President of servicing operations and loss management for PMI, which he originally joined in 2002. Mr. Hovey holds a bachelor’s degree from San Francisco State University and an MBA from Saint Mary’s College in Moraga, California. François Morin, 57, is Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital Group Ltd., a position he has held since May 2018. Prior to such position, Mr. Morin served as Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital, a position he held since May 2015. He joined Arch Capital in October 2011 as Chief Actuary and Deputy Chief Risk Officer. From January 1990 through September 2011, Mr. Morin served in various roles for Towers Watson & Co. and its predecessor firm, Towers Perrin Forster & Crosby, including its actuarial division, Tillinghast. He holds a B.Sc. in Actuarial Science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries. David J. Mulholland, 58, has served as Senior Vice President and Chief PM, Onshore Portfolios at AIM since March 2022. Prior to March 2022, he served as Senior Vice President and Chief Administrative Officer at AIM from November 2011. Prior to that, he served as Vice President at AIM, which he joined in January 2006. Prior to that time, he spent 11 years at STW Fixed Income Management where he held the title of Principal and Portfolio Manager. From 1990 to 1994, he worked as a money market and foreign exchange trader in the treasury department of the Bank of Butterfield in Bermuda. Mr. Mulholland holds a B.S. with a concentration in finance from Boston University. Chiara Nannini, 45, has practiced law at Conyers since 2008, where she has been a director since 2017. Ms. Nannini obtained a B.A. in Politics and Italian from the University of Virginia in 2003 and received her law degree from the London School of Economics and Political Science in 2006. Since joining Conyers, Ms. Nannini was based in Conyers’ São Paulo, Brazil office from 2010 to 2013. Maamoun Rajeh, 54, was named President, Arch Capital Group Ltd., in November 2024. In this role, Mr. Rajeh has primary responsibility for Arch’s Global Reinsurance Group and Global Mortgage Group. From October 2017 to November 2024, he served as Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. He was also President and Chief Executive Officer of Arch Re Europe from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. Mr. Rajeh currently serves on the board of directors of Somers Group Holdings Ltd. and Premia Holdings Ltd. He has a bachelor’s degree from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter. William Soares, 45, is Chief Underwriting Officer, Casualty and Specialty of Arch Re Bermuda, a position he has held since August 2023. Prior to such position, Mr. Soares served as Head of Specialty and Head of Customized

  142. Nominees

    | | 2025 PROXY STATEMENT | | 91 |

  143. Nominees

    Products. He joined Arch Re Bermuda in 2006 as a Casualty Underwriter. Prior to joining Arch Re Bermuda, he was an Assurance Manager in the reinsurance department for Ernst & Young in Bermuda. He graduated in 2002 with a B.A. in Economics from Harvard University. Mr. Soares is a CFA® Charterholder who holds the Chartered Property Casualty Underwriter and Associate in Reinsurance designations. Alan Tiernan, 39, serves as Global Chief Actuary and International Chief Operating Officer for Arch’s Global Mortgage Group. Mr. Tiernan joined Arch Capital in October 2014 as an Actuary in the Group Actuarial and Risk team before becoming Chief Actuary of the Global Mortgage Group in April 2020. Prior to joining Arch, Mr. Tiernan held various actuarial pricing roles with Zurich Insurance plc in Dublin from 2013-2014 and with Aviva General Insurance Ltd. in Dublin from 2008-2012. Mr. Tiernan holds a Bachelor’s Degree in Actuarial and Financial Studies from University College Dublin and is a Fellow of the Institute and Faculty of Actuaries in the U.K., the Casualty Actuarial Society in the U.S. and the Society of Actuaries in Ireland. Christine Todd, 58, is Chief Investment Officer of Arch Capital Group Ltd. and President of AIM. She joined Arch in June 2021 and has responsibility for setting the firm’s investment strategy and managing the day-to-day operations of the investment portfolio. Prior to joining Arch, Ms. Todd was Head of Fixed Income, U.S., for Amundi US from February 2019 to May 2021. She has also held executive roles at Neighborly Investments; Standish Mellon Asset Management Company LLC; and Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a B.A. from Georgetown University and an MBA from Boston University.