DEF 14A of Everest Group, Ltd., Apr 12, 2024

DEF 14A of Everest Group, Ltd.

Filed Apr 12, 2024 · FY20230001095073-24-000018

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Committee Membership | | | | | | | Name | Age | Director Since | AC | CC | EC | IPC | NGC | RMC | | John J. Amore IND | 75 | 2012 | X | X | | | C | X | | Juan C. Andrade CEO & President | 58 | 2020 | | | X | X | | X | | William F. Galtney Jr. IND | 71 | 1996 | X | X | X | | X | C | | John A. Graf IND | 64 | 2016 | X | X | | C | X | | | Meryl Hartzband IND | 69 | 2019 | C | X | | X | X | | | Gerri Losquadro IND | 73 | 2014 | X | C | | | X | X | | Hazel McNeilage IND | 67 | 2022 | X | X | | | X | X | | Roger M. Singer IND | 77 | 2010 | X | X | | | X | | | Joseph V. Taranto Chairman | 75 | 1996 | | | X | X | | |

  3. Director Nominees

    KEY IND Independent C Chair X Member AC Audit Committee

  4. No Over-Boarding

    | What We Do | What We Don’t Do | | Annual Say on Pay Advisory Vote | No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control | | Maintain a broad-based Clawback Policy | No single trigger for change in control | | Align compensation with strategic goals and individual performance | No separate change-in-control agreement for the CEO3 | | Evaluate peer groups annually | No hedging or pledging of Company stock | | Engage independent compensation consultant | No liberal share recycling | | Award Performance Shares as an element of long-term incentive compensation | | | Engage with shareholders on executive compensation practices | | | Maintain stock ownership guidelines for Executive Officers1 and Non-Management Directors2 | |

  5. JOHN J. AMORE

    JOHN J. AMORE Age: 75 Director Since: September 19, 2012 Committees: •Audit •Compensation •Nominating and Governance (Chair) •Risk Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Corporate Governance •Business Operations •International •Risk Management •Claims Background: Mr. Amore retired in 2010 from the Group Executive Committee of Zurich Financial Services Group, now known as Zurich Insurance Group, Ltd. (“Zurich”), for which he continued to act as a consultant through 2012. From 2004 through 2010, he served as CEO of Zurich’s Global General Insurance business segment after having served as CEO of Zurich’s North America Corporate business division from 2001 through 2004. He became CEO of Zurich U.S. in 2000, having previously served as CEO of the Zurich U.S. Specialties business unit. Before joining Zurich in 1992, he was vice chairman of Commerce and Industry Insurance Company, a subsidiary of American International Group, Inc. (“AIG”). Mr. Amore served as a delegate for the Geneva Association and is an Overseer Emeritus of the Board of Overseers for the School of Risk Management, Insurance and Actuarial Science at St. John’s University in New York. He is also a member of the Board of Directors of the W. F. Casey Foundation, Brooklyn, New York and the Board of Trustees and Finance, Audit and Investment Committees of Embry-Riddle Aeronautical University. Proposal No. 1 – Election of Directors 2024 Proxy Statement 9

  6. JUAN C. ANDRADE, CEO & PRESIDENT

    JUAN C. ANDRADE, CEO & PRESIDENT Age: 58 Director Since: February 26, 2020 Non-Independent Committees: •Investment Policy •Risk •Executive Qualifications and Skills: •Executive Leadership •Corporate Governance •Insurance/Reinsurance Industry Experience •International •Finance and Accounting •Risk Management •Business Operations •Regulatory •Mergers and Acquisitions •Claims •Marketing and Branding Background: Juan C. Andrade is President and Chief Executive Officer of Everest Group, Ltd. Mr. Andrade has close to 30 years of experience in the insurance industry, successfully leading large and complex domestic and international businesses. He has served in executive leadership roles in underwriting, product development and innovation, claims, sales and distribution, strategy development and general management. Mr. Andrade joined Everest from Chubb Limited, where he was responsible for the general insurance business in more than 50 countries outside of North America. Before commencing his insurance career, he worked in national security and international affairs in the Executive Branch of the U.S. Federal Government and The Executive Office of the President. Mr. Andrade serves on the Board of Directors of USAA, a leading provider of insurance, investing and banking solutions to members of the U.S. military, veterans and their families. He was recently recognized by Latino Leaders Magazine for his service and contributions to USAA. He serves on the Board of Overseers of the St. John’s University School of Risk Management, Insurance and Actuarial Science. He is a member of the Board of Trustees of The Institutes, an organization committed to meeting the evolving professional development needs of the risk management and insurance community. He also serves on the Board of Directors of the American Property Casualty Insurance Association (APCIA), the primary national trade association for the insurance industry. He is a member of the Geneva Association, the only international association of insurance companies and the think tank for the global insurance industry. Geneva Association members protect 2.6 billion people worldwide and manage over $21 trillion in assets. He is also a member of The Wall Street Journal’s CEO Council, an exclusive invitation-only group of the world’s leading CEOs and influential global business leaders. Mr. Andrade received a Bachelor of Science degree in Journalism with a minor in Political Science from the University of Florida and was honored as a Distinguished Alumnus in 2018. He was also inducted into the University of Florida College of Journalism and Communications Hall of Fame in 2021. This honor recognizes alumni who have excelled in their careers and has been awarded to only 165 individuals since inception in 1970. He also serves on the National Board of the University of Florida Foundation. He also holds a Master of Arts degree in International Economics and Latin American Studies from the Johns Hopkins University School of Advanced International Studies. Proposal No. 1 – Election of Directors 2024 Proxy Statement 10

  7. WILLIAM GALTNEY

    WILLIAM GALTNEY Age: 71 Director Since: March 12, 1996 Independent Committees: •Audit •Compensation •Executive •Nominating and Governance •Risk (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Investments •Mergers and Acquisitions •Corporate Governance •Business Operations •Risk Management •Claims •Marketing and Branding Background: Mr. Galtney served as a director of Everest Reinsurance Holdings, Inc. (“Everest Holdings”) from March 1996 to February 2000. Thereafter he became a director of the Company upon the restructuring of Everest Holdings. Since April 1, 2005, he has been President and CEO of Galtney Group, Inc., a property and casualty healthcare insurance and reinsurance broker. Prior thereto, he was President (from June 2001 until December 31, 2004) and Chairman (until March 31, 2005) of Gallagher Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of Arthur J. Gallagher & Co. (“Gallagher”). From 1983 until its acquisition by Gallagher in June 2001, Mr. Galtney was the Chairman and CEO of Healthcare Insurance Services, Inc. (predecessor to GHIS), a managing general and surplus lines agency previously indirectly owned by The Galtney Group, Inc. Proposal No. 1 – Election of Directors 2024 Proxy Statement 11

  8. JOHN A. GRAF

    JOHN A. GRAF Age: 64 Director Since: May 18, 2016 Independent Committees: •Audit •Compensation •Nominating and Governance •Investment Policy (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Risk Management •Finance and Accounting •Investments •International •Business Operations •Regulatory Background: Mr. Graf serves as the Non-Executive Vice Chairman of Global Atlantic Financial Group (“Global Atlantic”) and joined its Board of Directors upon Global Atlantic’s acquisition of Forethought Financial Group (“Forethought Financial”) in 2014. He served as Chairman and CEO of Forethought Financial from 2006 to 2014. He serves on the Audit, Risk and Compliance Committees of Global Atlantic. Until December 2015, he served as a non-executive director of QBE Insurance Group Limited where he chaired the Investment and Personnel Committees. In 2005, he served as Chairman, CEO and President of AXA Financial, Inc. where he also served as Vice Chairman of the Board and President and Chief Operating Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY Life Insurance Company. From 2001 through 2004 he was the Executive Vice President of Retirement Savings, AIG, as well as serving as Vice Chairman and member of the Board of Directors of AIG, SunAmerica, following AIG’s acquisition of American General Corporation in 2001, where he served as Vice-Chairman. Proposal No. 1 – Election of Directors 2024 Proxy Statement 12

  9. MERYL HARTZBAND

    MERYL HARTZBAND Age: 69 Director Since: May 23, 2019 Independent Committees: •Audit (Chair) •Compensation •Investment Policy •Nominating and Governance Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Investments •Mergers and Acquisitions •Corporate Governance •Business Operations •Risk Management Background: Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital, where she also served as the firm’s Chief Investment Officer. Additionally, from 1982 to 1999, she served as Managing Director at J.P. Morgan & Co., specializing in private equity investments in the financial services industry. Ms. Hartzband currently serves on the Board of Directors at Conning Holdings, Ltd., a global investment management firm with $214 billion assets under management, and Octagon Credit Investors, LLC, a CLO manager with $34 billion assets under management. She formerly served on the Board of Directors at Greenhill & Co. (which was acquired by Mizuho Financial Group, Inc. in November 2023). She has previously been a director at The Navigators Group, Inc., Travelers Property Casualty Corp., AXIS Capital Holdings Limited, ACE Limited, and numerous portfolio companies of Stone Point. Ms. Hartzband holds a BA with honors from Cornell College of Arts and Sciences and a MBA with honors in Finance from Columbia Graduate School of Business. Proposal No. 1 – Election of Directors 2024 Proxy Statement 13

  10. GERRI LOSQUADRO

    GERRI LOSQUADRO Age: 73 Director Since: May 14, 2014 Independent Committees: •Audit •Compensation (Chair) •Nominating and Governance •Risk Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Finance and Accounting •Risk Management •Business Operations •International •Information Technology/Cybersecurity •Claims Background: Ms. Losquadro retired in 2012 as Senior Vice President and head of Global Business Services at Marsh & McLennan Companies, Inc. (“MMC”) and served on the MMC Global Operating Committee. Prior to becoming a senior executive at MMC, Ms. Losquadro was a Managing Director and senior executive at Guy Carpenter responsible for brokerage of global reinsurance programs, including all insurance lines, treaty and facultative and the development and execution of Guy Carpenter’s account management program. From 1986 to 1992, Ms. Losquadro held senior leadership positions at AIG’s American Home Insurance Company and AIG Risk Management. From 1982 to 1986, she served as Manager of Special Accounts of Zurich Insurance Group. Proposal No. 1 – Election of Directors 2024 Proxy Statement 14

  11. HAZEL MCNEILAGE

    HAZEL MCNEILAGE Age: 67 Director Since: November 16, 2022 Independent Committees: •Audit •Compensation •Nominating and Governance •Risk Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •International Experience •Life Insurance Industry Experience •Information Technology/Cybersecurity •Finance and Accounting •Investments •Corporate Governance •Business Operations •Risk Management •ESG and Sustainability Background: Ms. McNeilage was Head of EMEA for Northern Trust’s Asset Management business and served as a member of the company’s global and international management teams. She held various executive roles in global investment management at Principal Financial, including Global Head of Distribution and Head of International Investments, and she was part of the executive team that successfully navigated the business through the financial crisis. Earlier in her career, Ms. McNeilage served as Head of Investment Consulting for Asia Pacific with Towers Perrin. She currently serves on the boards of Reinsurance Group of America and Scholarship America as well as the advisory board of 9th Gear Technologies. She was formerly a director of AITi Global, previously Alvarium Tiedemann Holdings. Ms. McNeilage is a Fellow of both the Institute and Faculty of Actuaries (UK) and the Institute of Actuaries of Australia. She earned certificates from Carnegie Mellon University and Harvard University in cybersecurity, a certificate from Massachusetts Institute of Technology in artificial intelligence, and she is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. McNeilage earned a Bachelor of Science (Hons) degree from the University of Lancaster, England. Ms. McNeilage further has knowledge and experience with ESG trends, disclosures and practices. Proposal No. 1 – Election of Directors 2024 Proxy Statement 15

  12. ROGER M. SINGER, INDEPENDENT LEAD DIRECTOR

    ROGER M. SINGER, INDEPENDENT LEAD DIRECTOR Age: 77 Director Since: February 24, 2010 Independent Lead Director Committees: •Audit •Compensation •Nominating and Governance Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Finance and Accounting •Regulatory •International •Legal •Mergers and Acquisitions Background: Mr. Singer was elected as director of Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and Everest International Reinsurance, Ltd. (“International Re”), both Bermuda subsidiaries of the Company, on January 17, 2012. In 2022, he was elected as Lead Independent Director of the Company. Mr. Singer, currently retired, was the Senior Vice President, General Counsel, and Secretary to OneBeacon Insurance Group LLC (formerly known as CGU Corporation) and its predecessors, CGU Corporation and Commercial Union Corporation, from August 1989 through December 2005. He continued to serve as director and consultant to OneBeacon Insurance Group LLC and its twelve subsidiary insurance companies through 2006. Mr. Singer served with the Commonwealth of Massachusetts as the Commissioner of Insurance from July 1987 through July 1989 and as First Deputy Commissioner of Insurance from February 1985 through July 1987. He has also held various positions in state and federal government, including Assistant Secretary, Office of Consumer Affairs and Business Regulation, Commonwealth of Massachusetts, Assistant Attorney General, Office of the Massachusetts Attorney General and Staff Attorney, Federal Trade Commission. Proposal No. 1 – Election of Directors 2024 Proxy Statement 16

  13. JOSEPH V. TARANTO, CHAIRMAN

    JOSEPH V. TARANTO, CHAIRMAN Age: 75 Director Since: March 12, 1996 Non-Independent Committees: •Executive •Investment Policy Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Business Operations •Corporate Governance •Finance and Accounting •Mergers and Acquisitions •Investments •Regulatory •International •Risk Management •Marketing and Branding Background: Mr. Taranto is a director and Chairman of the Board of the Company, as well as a part-time non-executive employee of the Company’s affiliate, Everest Global Services, Inc. (“Everest Global”), as of January 1, 2020. He retired on December 31, 2013 as CEO of the Company and CEO and Chairman of the Board of Everest Holdings and Everest Reinsurance Company (“Everest Re”), in which capacity he had served since October 17, 1994. On February 24, 2000, he became Chairman of the Board and CEO of the Company upon the restructuring of Everest Holdings. Between 1986 and 1994, Mr. Taranto was a director and President of Transatlantic Holdings, Inc. and a director and President of Transatlantic Reinsurance Company and Putnam Reinsurance Company (both subsidiaries of Transatlantic Holdings, Inc.). Mr. Taranto was selected to serve on the Board because of his considerable experience as CEO of publicly traded international insurance and reinsurance companies, intimate knowledge of Everest Group, Ltd.’s operations and significant insight into the insurance and reinsurance markets. Proposal No. 1 – Election of Directors 2024 Proxy Statement 17 THE BOARD OF DIRECTORS AND ITS COMMITTEES

  14. JOSEPH V. TARANTO, CHAIRMAN

    | The Board of Directors: Diversity Characteristics | | | | | | | | | | | | John J. Amore | Juan C. Andrade | William F. Galtney, Jr. | John A. Graf | Meryl Hartzband | Gerri Losquadro | Hazel McNeilage | Roger M. Singer | Joseph V. Taranto | | Skills & Experience | | | | | | | | | | | Executive Leadership | X | X | X | X | X | X | X | X | X | | Insurance Industry Experience | X | X | X | X | X | X | X | X | X | | Reinsurance Industry Experience | X | X | X | X | X | X | X | X | X | | Claims | X | X | X | | | X | | X | | | Human Capital Management | X | X | | | | X | X | | | | ESG/Sustainability | X | X | | | | | X | | | | Risk Management | X | X | X | X | X | X | X | | X | | Regulatory | | X | | X | | | | X | X | | Finance/Capital Management and Accounting | X | X | X | X | X | X | X | X | X | | Corporate Governance | X | X | X | X | X | X | X | X | X | | Business Operations | X | X | X | X | X | X | X | X | X | | International | X | X | X | X | X | X | X | X | | | Investments | | | X | X | X | | X | | X | | Mergers & Acquisitions | | X | X | X | X | | | X | X | | Information Technology/ Cybersecurity | | X | | | | X | X | | | | Legal | | | | | | | | X | | | Marketing & Branding | | X | X | | | | | | X |

  15. JOSEPH V. TARANTO, CHAIRMAN

    The Board of Directors and its Committees 2024 Proxy Statement 18 11%

  16. Compensation Committee

    *Less than 1% (1)Includes 1,833 restricted shares issued to Mr. Amore under the Company’s 2003 Non-Employee Director Equity Compensation Plan (“2003 Directors Plan”) which may not be sold or transferred until the vesting requirements are satisfied. (2)Includes 34,106 shares owned by various family related investments in which Mr. Galtney maintains a beneficial ownership and for which he serves as the General Partner. Also includes 1,833 restricted shares issued to Mr. Galtney under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied. (3)Includes 1,833 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied. (4)Includes 1,833 restricted shares issued to Ms. Hartzband under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been satisfied. (5)Includes 1,833 restricted shares issued to Ms. Losquadro under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been satisfied. (6)Includes 1,806 restricted shares issued to Ms. McNeilage under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been satisfied (7)Includes 1,833 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied. (8)Includes 19,330 shares owned by various family related trusts and investments in which Mr. Taranto maintains a beneficial ownership. Also, includes 1,833 restricted shares issued to Mr. Taranto under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements are satisfied. (9)Includes 9,030 restricted shares issued to Mr. Andrade under the Company’s 2020 Stock Incentive Plan and 20,625 shares issued to Mr. Andrade under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied. (10)Includes 312 restricted shares issued to Mr. Karmilowicz under the company’s 2020 stock incentive plan and 7,084 restricted shares issued under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied. (11)Includes 18,329 restricted shares issued to Mr. Kociancic under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied. (12)Includes 223 restricted shares issued to Ms. Van Beveren under the company’s 2020 stock incentive plan and 4,009 restricted shares issued to Ms. Van Beveren under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied. (13)Includes 10,636 restricted shares issued to Mr. Williamson under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied. (14)Based on 48,760,131 total Common Shares outstanding and entitled to vote as of March 18, 2024. Common Share Ownership by Directors and Executive Officers 2024 Proxy Statement 31 PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES To the best of the Company’s knowledge, the only beneficial owners of 5% or more of the outstanding Common Shares as of December 31, 2023 are set forth below. This table is based on information provided in Schedule 13G Information Statements filed with the SEC by the parties listed in the table.

  17. Compensation Committee

    (1)Everest Re Advisors, ltd., a direct wholly-owned subsidiary of the company had sole power to vote and direct the disposition of 9,719,971 Common Shares as of December 31, 2023. According to the Company’s Bye-laws, the total voting power of any Shareholder owning more than 9.9% of the Common Shares will be reduced to 9.9% of the total voting power of the Common Shares. (2)The Vanguard Group reports in its Schedule 13G that it has no sole power to vote or direct the vote, shared voting power for 56,233 Common Shares, sole dispositive power with respect to 5,149,719 Common Shares and shared dispositive power with respect to 184,428 Common Shares. (3)BlackRock, Inc. reports in its Schedule 13G that it has sole power to vote or direct the vote of 3,423,846 Common Shares and sole dispositive power with respect to 3,832,094 Common Shares. Principal Beneficial Owners of Common Shares 2024 Proxy Statement 32 DIRECTORS’ COMPENSATION Each member of the Board who is not otherwise affiliated with the Company as an employee and/or officer (“Non- Employee Director” or “Non-Management Director”) was compensated in 2023 for services as a director and was also reimbursed for out-of-pocket expenses associated with each meeting attended. Each Non-Employee Director is compensated in the form of an annual retainer and a discretionary equity grant. The Board reviews director compensation annually. In reviewing compensation, the Board considered several factors, including the need to recruit and retain quality director candidates with expertise relevant to the Company’s objectives and attuned to the increased regulatory and shareholder focus on Board governance and oversight. The Board also considered the amount of time spent by directors in attending all scheduled Board and committee meetings, preparing for meetings, communicating with management throughout the year and attending various educational seminars. Our directors do not receive any additional compensation for serving as committee chairs or for attending regular Board and committee meetings or special meetings of individual committees or the Board. Each Non-Employee Director or Alternate attended more than 75% of the aggregate of the total number of scheduled meetings of the Board and meetings of all committees of the Board in 2023, as well as an annual informational session in February to review and discuss corporate governance matters and long-term strategic plans for the Company. Moreover, because we believe that a smaller board allows for greater exchange of ideas and more focused and efficient interaction with management, each Non-Employee Director frequently participates in every meeting of the Audit, Nominating and Governance, Compensation, Risk and Investment Policy Committees, irrespective of whether the director is a formal appointee to such committee or an invitee of the committee. Our directors believe they are at their most effective when working as a collective unit in sharing ideas, offering opinions and engaging in spirited debate at all committee and Board meetings. Finally, various Non- Employee Directors attend and report back to the Board on educational seminars relating to changes in accounting rules and FASB pronouncements, tax regulations, ERM, governance best practices, information technology and cybersecurity. During our annual outreach in past years, several shareholders indicated that our director compensation program was not in line with that of our peer group, primarily as a consequence of the heightened performance of the Company’s share price as a result of our exceptional long-term performance. While the Board’s oversight directly contributed to achieving long-term value creation for shareholders, the Board took notice of our shareholders’ observations and took action to bring its director compensation in line with that of our peers. The Board refined its director compensation structure and implemented a limit on Non-Employee Director compensation to $450,000, comprised of a fixed cash retainer and restricted share awards. Each Non-Employee Director received a standard retainer of $125,000 in 2023, payable in the form of cash or Common Shares at his or her election, and an equity award in the form of restricted shares equal in value to $325,000, for a total compensation value of $450,000. Restricted shares vest over a three-year period payable in equal installments. Giving Non-Employee Directors an opportunity to receive their standard retainer in the form of Common Shares is intended to further align their interests with those of the Company’s shareholders. The value of Common Shares issued is calculated based on the average of the highest and lowest sale prices of the Common Shares on each installment date or, if no sale is reported for that day, the preceding day for which there is a reported sale. We believe that these revisions to the director compensation structure will bring total compensation per independent director more in line with that of our peers, while recognizing the contribution of our Board in building long-term shareholder value and preserving the Board’s alignment of interest with our shareholders. As a non-independent Chairman of the Board, Mr. Taranto provides enhanced duties more akin to those of an employee. Such duties include consulting with the CEO to approve share buybacks; working with the CEO and the Corporate Secretary in scheduling, preparing agendas and ensuring information flow for Board meetings; recruiting and conducting orientation of new directors; developing and maintaining business relationships beneficial to the Company at industry conferences and events; and providing support, advice and counsel on any special or extraordinary projects at the request of the Board. Given Mr. Taranto’s enhanced duties including his availability to collaborate and work with the Company’s CEO that go beyond his role as Chairman of the Board, effective January 1, 2021, Mr. Taranto entered into a non-executive, part-time employment relationship with the Company’s affiliate, Everest Global, for a term of two years pursuant to which he received an annual base salary of $425,000. Mr. Taranto’s employment with Everest Global was renewed on January 1, 2023 for a two-year term, pursuant to which Mr. Taranto will receive an annual base salary of $425,000. As an employee, Mr. Taranto is also eligible to receive an annual equity award at the discretion of the Board not to exceed the value of any equity award granted to the non-executive members of the Board. Directors’ Compensation 2024 Proxy Statement 33 The table below summarizes the compensation paid by the Company to Directors for fiscal year 2023.3 2023 DIRECTOR COMPENSATION TABLE

  18. Compensation Committee

    | Name | Fees Earned or Paid in Cash(1) | Share Awards(2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(3)(4) | Total | | John J. Amore | $125,000 | $325,792 | - | - | $13,940 | $464,732 | | William F. Galtney, Jr. | $125,000 | $325,792 | - | - | $13,940 | $464,732 | | John A. Graf | $125,000 | $325,792 | - | - | $13,940 | $464,732 | | Meryl Hartzband | $125,000 | $325,792 | - | - | $13,940 | $464,732 | | Gerri Losquadro | $125,000 | $325,792 | - | - | $13,940 | $464,732 | | Hazel McNeilage | $125,000 | $526,544 | | | $9,364 | $660,908 | | Roger M. Singer | $125,000 | $325,792 | - | - | $23,940 | $474,732 | | Joseph V. Taranto | $425,000 | $325,792 | - | - | $13,940 | $764,732 |

  19. Ricardo Anzaldua

    | | Short Term | Compensation Component* | Description | Key Features | | | | | Fixed component of compensation intended to attract and retain top talent | Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance | | At-Risk Pay | | | Performancegoals established at the beginning of each fiscal year that support long-term growth and operational efficiencies Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors | For 2023, the maximum potential cash bonus was tied to the Company Adjusted ROE; final awards also consider achievement of individual goals All applicable Named Executive Officers (“NEOs”), other than Ms. Van Beveren, were selected as participants in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2023 with the maximum bonus potential available for award to any participant in the Executive Incentive Plan not to exceed $3.5 million. Ms. Van Beveren participated in the Company’s Annual Incentive Plan for 2023. The total bonus determination for an Executive Incentive Plan participant in 2023 is arrived at by applying two independent components (1) Company financial performance criteria (60% weighting) and (2) individual performance criteria (40% weighting) as set forth further described below No guaranteed minimum award | | | Long Term | Long-Term Incentive Awards | At-risk, long-term, equity-based compensation to encourage multi- year performance and retention | | | | | | Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders | Tied to the rate of annual operating ROE and annual TSR against target, as well as TSR relative to our peer group over a three-year period Payouts range from 0% of target payout to 175% of target payout, depending on performance after 3 years | | | | | Intended to motivate long-term performance and value creation, align our NEOs’ interests with shareholders’ interests and promote retention | For awards granted prior to 2024, vests at the rate of 20% per year after the grant date. For awards granted in 2024 and afterwards, vests at the rate of 33-1/3% per year after the grant date. |

  20. Ricardo Anzaldua

    *Percentages may not sum to 100% due to rounding. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 43 Base Salary CEO Other NEOs 12% 22% Annual Incentive Bonus CEO Other NEOs 31% 34% Performance Shares CEO Other NEOs 29% 15% Time-Vested Restricted Shares CEO Other NEOs 29% 30% The Compensation Committee meets each February to review and approve compensation for each Named Executive Officer, including any adjustments to base salary, bonus awards and equity grants in consideration of the officer’s prior fiscal year’s performance as well as performance over time. In addition, from time to time, the Compensation Committee may make separate salary adjustments to Named Executive Officers during the year to recognize mid-year promotions, changes in job functions and responsibilities, or other circumstances. As shown in the charts below, the Compensation Committee manages the pay mix for our executive officers such that a substantial portion is “at risk” compensation to better align the interests of our Named Executive Officers with those of the Company’s shareholders. The average of all Named Executive Officers’ at-risk compensation was approximately 79% of their aggregate total compensation.6 The amounts above and in the chart below do not include the amounts set forth in the columns labeled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” in the Summary Compensation Table. In addition, all employees, including executive officers, received other compensation in the form of benefits. Such other compensation included Company-paid term life insurance, partially subsidized medical and dental plans, Company-paid disability insurance and participation in a Company-sponsored 401(k) employee savings plan. Certain executives also participated in a Supplemental Savings Plan whose purpose is principally to restore benefits that would otherwise have been limited by U.S. benefit plan rules applicable to the 401(k) employee savings plan. *Percentages may not sum to 100% due to rounding. The Role of Peer Companies and Benchmarking The Compensation Committee identified a peer group comprised of companies in our industry for purposes of benchmarking and evaluating the competitiveness of our pay levels and compensation packages for our Named Executive Officers. In determining the final composition of the peer group, the Compensation Committee selected publicly traded insurers and reinsurers that directly compete with the Company for business and talent. Changes in the composition of the Company’s peer group have been primarily due to consolidations of several peer group companies into other organizations (including some peer group companies) in recent years. The Compensation Committee reviews both compensation and performance at peer companies as a benchmark when setting compensation levels that it believes are commensurate with the Company’s performance. Although the Committee did not set compensation components to meet specific benchmarks, it did utilize the peer group compensation data in determining appropriate incentive compensation amounts relative to individual and Company performance awarded to our Named Executive Officers for fiscal year 2023. Further, the Committee utilized such peer group metrics in setting Named Executive Officer targets for fiscal year 2023. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 44 6 This figure does not include the compensation of Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of the Company, due to his departure from the Company in July 2023. The pie charts above in the Components of Executive Compensation table, as well as the “At Risk” compensation graphs, also do not include the compensation of Mr. Mukherjee for the same reason. See the Summary Compensation Table on page 61 for the compensation paid to or earned by Mr. Mukherjee for 2023.

  21. Ricardo Anzaldua

    | The Committee considered one or more of the following factors in identifying each of the peer group companies: | | | Companies that have a similar business or industry | Companies that have a mix of property and casualty (P&C), reinsurance and multi-line insurance. | | | Companies that include Everest in their peer group. | | | Companies with a global strategy and footprint. | | Companies that we compete with | Companies with which we compete for business or talent in the market. | | Company size | Companies based on their revenue and asset size. | | Companies subject to pay disclosures | Availability of publicly available financial reporting and proxy data. |

  22. Ricardo Anzaldua

    Incentive Based Bonus Plans In connection with fiscal year 2023 performance, the Company awarded annual performance-based cash bonuses to the applicable Named Executive Officers pursuant to the Executive Performance Annual Incentive Plan or, for Ms. Van Beveren, the Company’s Annual Incentive Plan. Executive Performance Annual Incentive Plan The Compensation Committee identifies the executive officers eligible to participate in the Executive Incentive Plan. In addition to other criteria, the Executive Incentive Plan provides that the total amount of awards granted to all participants in any one year may not exceed 10% of the Company’s average annual income before taxes for the preceding five years. Ms. Van Beveren participates in the Company’s Annual Incentive Plan. Pursuant to the terms of the Annual Incentive Plan, bonuses are awarded based on the achievement of both Company performance and individual goals. Ms. Van Beveren’s performance goals for 2023 included: (i) providing global Human Resources support for international expansion efforts; (ii) developing culture and colleague behavioral standards and facilitating roundtable discussions; and (iii) offering greater career development programs and opportunities for all Everest colleagues. Ms. Van Beveren’s bonus was calculated taking into account the Company’s achievement of an Operating ROE of over 23% for the full year 2023 (representing industry-leading results), the overall bonus funding applicable to the Shared Services segment, her established bonus target and 2023 performance. Pursuant to the terms of the Executive Incentive Plan, within 90 days after the beginning of the fiscal year, the Compensation Committee selects those executive officers of the Company and its subsidiaries who will participate in the Executive Incentive Plan for that year. The Compensation Committee sets maximum potential bonus amounts for each The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 45 participant based on achievement of specific performance criteria, chosen from among the performance criteria set forth in the Executive Incentive Plan, that most closely align Company financial performance to long-term shareholder value creation. The Compensation Committee may exercise discretion and award an amount that is less than the potential maximum amount to reflect actual corporate, business unit and individual performance. The Executive Incentive Plan provides for a bonus cap for Mr. Andrade and any participant in the Executive Incentive Plan cannot exceed $3.5 million. For Messrs. Kociancic, Williamson, and Karmilowicz, their maximum is further limited to 200% of their respective base salaries, subject to the foregoing $3.5 million cap. In addition, and subject to the foregoing maximums, the Compensation Committee determined the total bonus for Messrs. Andrade, Kociancic, Williamson, and Karmilowicz in 2023 by two independent performance criteria: (1) Company financial performance (60% weighting) and (2) individual performance (40% weighting). For Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, the Compensation Committee established full-year operating plan ROE targets for the Company as the financial performance criteria to be applied in connection with a portion of their bonus compensation. Further, for Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, the Compensation Committee considers 60% of the potential maximum bonus eligible to be earned based on tiered Company Adjusted Operating ROE7 results above and below the set operating plan ROE target. In determining that only the above percentages of the maximum bonus should be tied to achievement of these additional financial performance metrics, the Committee desired to preserve financial metrics as being the predominant determinant of whether a participant should receive the maximum bonus potential. The Compensation Committee separately considers the remaining 40% of the potential maximum bonus eligible to be earned by each participant based upon successful achievement of individual, generally non-financial, goals established for such participant. Consideration of individual performance is done to acknowledge that the property and casualty (re)insurance business is a risk-based endeavor where a company’s financial results in any one financial year may be impacted by exogenous factors beyond employees’ control, such as an unexpectedly severe hurricane season or other natural peril catastrophe activity. Implicit in such a determination is the recognition that our financial success over the long term is not dependent on any one financial year’s results. Individual goals in any given year include, but are not limited to, factors that may be applicable to each NEO, such as demonstrated leadership, ESG and diversity, business year highlights, risk management and loss mitigation protection practices, strategic goal setting, performance against annual operating plan, capital management, strategic expansion initiatives and growing Everest’s investor base. Finally, the 40% qualitative element also allows the Compensation Committee broad discretion to consider market performance measures, such as TSR, as part of executive performance without setting a specific performance target. This balanced approach allows the Company to remain competitive and foster retention of highly performing Named Executive Officers. Further, the Committee is not bound to any minimum bonus amount and retains discretion to scale the payments below the potential maximum bonus and to award no cash bonus to any Named Executive Officer. The Compensation Committee in February 2023 selected Messrs. Andrade, Kociancic, Williamson, and Karmilowicz to participate in the Executive Incentive Plan for fiscal year 2023, which tied their maximum potential bonus awards to the performance criteria as described in more detail below.8 Ms. Van Beveren’s annual incentive award for 2023 was determined under the terms of the Company’s Annual Incentive Plan, based on both Company performance and individual goals. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 46 7 Adjusted Operating ROE adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. 8 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the Company in July 2023. Mr. Mukherjee’s 2023 compensation is nonetheless being disclosed in other relevant portions of this Proxy Statement, including the “Summary Compensation Table,” pursuant to Item 402(a)(3)(iv) of Regulation S-K, because Mr. Mukherjee’s compensation would have been disclosed as a Named Executive Officer had Mr. Mukherjee still been employed by the Company at the end of 2023.

  23. Ricardo Anzaldua

    | 2023 Incentive-based Bonus Targets and Awards9 | | | | | | Named Executive Officer | Target Incentive Bonus (% Base Salary) | Target Incentive Bonus | Plan Maximum Incentive Bonus | Actual Bonus Award | | Juan C. Andrade CEO | 220% | $2,750,000 | $3,500,000 | $3,250,000 | | Mark Kociancic Executive Vice President and Chief Financial Officer | 130% | $1,170,000 | $1,800,000 | $1,556,200 | | Jim Williamson Executive Vice President and Chief Operating Officer | 130% | $1,092,000 | $1,680,000 | $1,452,500 | | Mike Karmilowicz Chairman, Everest Global Insurance | 130% | $1,040,000 | $1,600,000 | $1,145,000 | | Gail Van Beveren Executive Vice President and Chief Human Resources Officer | 100% | $468,000 | $— | $550,000 | | TOTAL | | $6,520,000 | $8,580,000 | $7,953,700 |

  24. Ricardo Anzaldua

    Beginning in 2024, on a go-forward basis, the target incentive bonuses in the Executive Incentive Plan will increase to 140% for Messrs. Kociancic, Williamson and Karmilowicz. Long-Term Compensation Determinations The second component of the Company’s executive compensation plan is premised on a strategic view of compensation. This long-term compensation component is achieved through the 2020 Stock Incentive Plan. Awards under the 2020 Stock Incentive Plan are generally intended to reinforce management’s long-term emphasis on corporate performance, provide an incentive for key executives to remain with the Company for the long term and provide a strong incentive for employees to work to increase shareholder value by aligning employees’ interests with those of the shareholders. Equity awards may take the form of stock options, share appreciation rights, restricted shares or performance share units. Restricted shares are awarded on the day that they are granted by the Compensation Committee and valued as of the grant date. The Company determines fair market value by averaging the high and low market price on the grant date. Equity awards granted to the NEOs in 2023, 2022 and 2021, in each case, were in the form of restricted shares and performance share units. With respect to the equity award process, the CEO makes recommendations to the Compensation Committee for each eligible executive officer, and the proposed awards are discussed with and reviewed by the Compensation Committee. While the Compensation Committee takes into account management’s input on award recommendations, all final determinations are in the subjective judgment and discretion of the Compensation Committee. In determining the final award amounts, the Compensation Committee reviews each recipient’s demonstrated past and expected future individual performance, his/her contribution to the financial performance of the Company over time, the recipient’s level of responsibility within the Company, his/her ability to affect shareholder value and the value of past share awards. Finally, the Compensation Committee also considers the value of equity awards granted to similarly situated executive officers by our pay level peer group to ensure a competitively attractive overall compensation package. Equity grants have historically been made at the Compensation Committee’s February meeting. There is no plan or practice to grant equity awards in coordination with the release of material non-public information. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 47 9 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the Company in July 2023. See the Summary Compensation Table on page 61 for the compensation paid to or earned by Mr. Mukherjee for 2023.

  25. Ricardo Anzaldua

    *Beginning in 2024, the Long-Term Incentive target for Mr. Andrade is 500%, for Mr. Kociancic $1,950,000, for Mr. Williamson $1,950,000 and for Mr. Karmilowicz 160%. Time-Vested Share Awards We believe that restricted shares encourage employee retention and reward employees consistent with long-term shareholder value creation. Restricted share awards granted prior to 2024 vest over a five-year period at the rate of 20% per year for the Named Executive Officers and are generally forfeited if the recipient leaves the Company before vesting. Commencing with 2024, grants of restricted share awards will vest in equal installments over a three-year period. Performance Share Units The Compensation Committee grants annual performance-based equity awards to Named Executive Officers in the form of Performance Share Units (“PSU”) that can be earned only upon the achievement of certain Company financial metrics measured over three one-year performance periods based on annual goals and on goals measured over the three-year performance period. At fiscal year-end 2023, we completed the third and final year of the PSU performance period for our 2021 awards, the second year of the PSU performance period for our 2022 awards and the first year of the PSU performance period for our 2023 awards. For the 2021, 2022 and 2023 PSU, the performance periods were January 1, 2021 through December 31, 2023, January 1, 2022 through December 31, 2024 and January 1, 2023 through December 31, 2025, respectively. Each PSU gives the participant the right to receive up to 1.75 shares upon settlement at the end of the three-year performance period based upon satisfaction of certain financial performance targets. For the 2021 PSU, for which performance was completed in 2023, the shares represented by the PSU are earned only upon the satisfactory achievement of three metrics: cumulative Book Value Per Share (“BVPS”) growth measured against peers over a three- year period, annual Operating Return on Equity (“Operating ROE”) and annual BVPS growth, each measured against targets set by the Compensation Committee. The Compensation Committee elected to use BVPS as one of the financial metrics for the PSU because this metric correlates with long-term shareholder value. BVPS is defined as the tangible book value of a share as determined under GAAP and adjusted for dividends paid to shareholders during the performance period. For purposes of calculating the third metric for the 2021 PSU, annual BVPS growth measured against targets set by the Compensation Committee, BVPS is calculated in the same manner, except excluding any adjustment for dividends paid to shareholders. For the 2022 and 2023 PSU, the Compensation Committee elected to use Total Shareholder Return for the measure relative to peers for performance period 2022-2024 and 2023–2025 instead of change in BVPS. Operating ROE, for purposes of PSU awards, is defined as operating income divided by average adjusted shareholders’ equity. In setting the target metric for the 2023 performance year, operating income equals the Company’s net income/ (loss), excluding after-tax net gains/(losses) on investments and net foreign exchange income (loss). Average adjusted shareholders’ equity equals the average of beginning-of-period and end-of-period shareholders’ equity, excluding the after-tax net unrealized appreciation/(depreciation) on fixed maturity, available for sale investments recorded in accumulated other comprehensive income. The Compensation Committee selected Operating ROE as one of the financial metrics for the PSU because this metric correlates closely with shareholder value over both intermediate and longer-term periods and is a widely-used financial metric in the insurance and reinsurance industry for assessing company performance. The tables below set forth the 2021, 2022 and 2023 PSU Target Awards for each NEO and performance measures. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 48 10 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the Company in July 2023. See the Summary Compensation Table on page 61 for the compensation paid to or earned by Mr. Mukherjee for 2023.

  26. Ricardo Anzaldua

    | Target Awards for Named Executive Officers | | | | | | | | Performance Year | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Gail Van Beveren | Sanjoy Mukherjee | | 2021 PSU | 8,260 | 2,045 | 1,435 | 1,355 | 800 | 1,610 | | 2022 PSU | 7,050 | 1,755 | 1,410 | 1,340 | 705 | 1,360 | | 2023 PSU | 6,215 | 1,335 | 1,100 | 1,050 | 530 | 1,020 |

  27. Ricardo Anzaldua

    | 2021 PSU TARGET MEASURES | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Operating ROE | 50.0% | 2021 | 11.1% | <4.1% | 4.1% | 11.1% | >=16.1% | | | | 2022 | 12.4% | <5.4% | 5.4% | 12.4% | >=17.4% | | | | 2023 | 13.5% - 14.5% | <6.0% | 6.0% | 13.5% – 14.5% | >=20.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target Growth | 0% | 25% | 100% | 175% | | Growth in BVPS | 25.0% | 2021 | 8% | <3.0% | 3% | 8% | >=13.0% | | | | 2022 | 10.5% | <5.5% | 5.5% | 10.5% | >=15.5% | | | | 2023 | 10% | <5.0% | 5.0% | 10% | >=15% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in Tangible BVPS to Peers | 25.0% | 2021–2023 | Median | <26th %tile | 26th %tile | Median | >=75th %tile |

  28. Ricardo Anzaldua

    | 2022 PSU TARGET MEASURES | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Operating ROE | 50.0% | 2022 | 12.4% | <5.4% | 5.4% | 12.4% | >=17.4% | | | | 2023 | 13.5% - 14.5% | <6.0% | 6.0% | 13.5% – 14.5% | >=20.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25.0% | 2022 | 13.0% | <8.0% | 8.0% | 13.0% | >=18.0% | | | | 2023 | 13.5% - 14.5% | <6.0% | 6.0% | 13.5% -14.5% | >=20.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in TSR Compared to Peers | 25.0% | 2022-2024 | Median | <26th %tile | 26th %tile | Median | >=75th %tile |

  29. Ricardo Anzaldua

    | 2023 PSU TARGET MEASURES | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Operating ROE | 50.0% | 2023 | 13.5% - 14.5% | <6.0% | 6.0% | 13.5% – 14.5% | >=20.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25.0% | 2023 | 13.5% - 14.5% | <6.0% | 6.0% | 13.5% – 14.5% | >=20.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr TSR Compared to Peers | 25.0% | 2023-2025 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  30. Ricardo Anzaldua

    As displayed above, the portions of the 2021, 2022 and 2023 PSU grants that are subject to the Operating ROE financial metric (50% for the 2021, 2022 and 2023 PSU) are eligible to be earned annually in one-third tranches over the three- year performance period based upon target Operating ROE figures determined by the Committee annually. In setting the 2023 Operating ROE target, the Committee considered the Company’s 2023 operating business plan reflecting management’s view of market conditions, modeled expected results, business mix and product diversification and the continued global economic uncertainty relating to the Pandemic. The Committee further noted that the 13.5%-14.5% target Operating ROE for 2023 represented an increase over the prior year’s result of 10.6%. In recent years, the Compensation Committee has generally set higher Operating ROE targets compared to the previous year’s actual Operating ROE results11 in order to continue to set a high level of achievement for executive management, as demonstrated in the following table:

  31. Ricardo Anzaldua

    *This figure excludes the deferred tax benefit of approximately $578 million in regards to the enacted Bermuda Corporate Income Tax Act of 2023. For the 2023 annual performance period, the Committee set a target Operating ROE of 13.5%-14.5%, with one-third of the applicable Named Executive Officers’ 2021 PSU eligible to be earned under the operating ROE metric as measured by the Company’s full-year performance from January 1, 2023 through December 31, 2023. Earn-outs between the performance levels are determined by straight-line interpolation. The tables below set forth the amount of 2021 PSU eligible to be earned to date by each applicable NEO based upon Operating ROE. The earn-out reflects the percentage of the total target award that can be earned in any one performance period, which is one-third of 50% (i.e., 16.7%) of the NEO’s total PSU target award for the 2021, 2022 and 2023 PSU. The number of shares actually earned is calculated by applying the target award multiplier based upon the Company’s full year performance: The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 50 11 No COVID-19 related adjustments to Actual Operating ROE were made for the 2021, 2022 and 2023 years. 2021 PSU ROE Grant

  32. Ricardo Anzaldua

    All earned shares resulting from achievement of the metrics herein are delivered to the participant upon the Committee’s confirmation of the final earned amounts at the end of the 2021 PSU respective three-year performance periods. 2021 PSU BVPS Growth Against Target Grant For the 2021 PSU grant, for which performance was completed in 2023, the Compensation Committee used growth in BVPS measured against targets selected by the Compensation Committee as a metric. The growth in BVPS award metrics determined by the Committee in February 2024 are as follows:

  33. Ricardo Anzaldua

    Companies that are no longer listed on a public exchange (e.g., due to acquisition or merger) during a measurement period are omitted from the cumulative relative BVPS growth benchmarking for the entire related measurement periods. Earn-outs between target levels for PSU subject to the BVPS growth metric are also determined by straight-line interpolation and will be certified by the Committee for eligibility at the end of the 2021 PSU three-year performance periods (with respect to the 2021 PSU, the end date will be March 15, 2024). For the 2021 PSU, the BVPS growth metrics determined by the Committee in February 2024 are as follows: The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 51

  34. Ricardo Anzaldua

    | 2021 PSU Growth in BVPS against Peers | | | Juan Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Gail Van Beveren | Sanjoy Mukherjee | | | | | Target Award | | | | | | | | | | 8,260 | 2,045 | 1,435 | 1,355 | 800 | 1,610 | | | Weight | Award Multiplier | Earned PSU | | | | | | | 2021-2023 Period | 25.0% | 100% | 2,065 | 512 | 359 | 339 | 200 | 403 |

  35. Ricardo Anzaldua

    | | Juan Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Gail Van Beveren | Sanjoy Mukherjee | | 2021 PSU Target Award | 8,260 | 2,045 | 1,435 | 1,355 | 800 | 1,610 | | Total 2021-2023 Operating ROE PSU Earned | 4,880 | 1,209 | 848 | 803 | 474 | 952 | | Total 2021-2023 BVPS PSU Earned | 2,307 | 572 | 402 | 379 | 224 | 450 | | Total Relative BVPS PSU Earned | 2,065 | 512 | 359 | 339 | 200 | 403 | | Total PSU Earned | 9,252 | 2,293 | 1,609 | 1,521 | 898 | 1,805 |

  36. Ricardo Anzaldua

    PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from achievement of the metrics are delivered to the participant upon confirmation by the Committee of the final earned amounts at the end of the PSU three-year performance period. Named Executive Officer Compensation The final amounts and factors considered by the Compensation Committee in making its decisions with regard to the 2023 performance year for each Named Executive Officer are described more fully below. Company Financial Performance Assessment The Compensation Committee assesses the financial performance of the Company in the context of the business environment in which it operates, the performance of competitors with reasonably comparable operations and management’s operating business plan for the period under review. The Compensation Committee also considers management’s decisions and strategies deployed in positioning the Company for future growth and profitability. Our compensation program is designed to reward executive officers for developing and achieving a business strategy that emphasizes creation of longer-term shareholder value. The Compensation Committee attaches significant importance to our executives’ ability to generate shareholder value over time by achieving an attractive increase in dividend-adjusted book value per common share and in the achievement of returns that provide an attractive compound growth rate in shareholder return. Through fiscal year 2023, the Company has generated compound annual growth rate of 11% per year since going public in 1995 and achieved total return over the same period equal to 1,307 points more than the analogous return achieved by the S&P 500 index as a whole. This attractive long-term performance has been achieved during a period of significant natural catastrophe activity, a protracted period of very low interest rates and repeated periods of soft market conditions. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 52 Financial Performance Measures Linking CEO and NEO Compensation to Company Performance in 2023 When analyzing the performance and considering the overall compensation of our Named Executive Officers, the Compensation Committee reviews the Company’s operational, strategic and financial performance over the short and the long term. As noted above, in linking executive pay to Company performance, the Compensation Committee selected the key Company financial performance metrics of Operating ROE and Total Shareholder Return in the incentive cash bonus and performance share awards pursuant to the Executive Incentive Plan and Performance Share Units, respectively. In addition to these key financial performance indicators, the Compensation Committee also identified additional financial metrics as most important in linking executive pay to Company performance. These additional financial indicators are not necessarily tied to any one specific short-term financial target, but rather serve to incentivize management to focus on long-term value creation. For 2023, the Compensation Committee identified the Adjusted Operating ROE, Combined Ratio, Total Shareholder Return (as defined at Everest’s Investor Day), and and Gross Written Premium Annual Growth Rate as the most important financial measures linking PEO and NEO compensation to Company performance. The importance of these financial performance indicators to our shareholders is reflected in their incorporation as the baseline targets for the Company’s 2023 Investor Day presentation and three- year strategic plan. Management’s ability to meet these Investor Day performance targets were factored into the determination of the overall short-term incentive-based compensation awarded to the CEO and other NEOs. In 2023, despite another consecutive year of significant global catastrophe activity, Everest delivered strong results in line with our strategic plan and continuing focus on prudent risk management, disciplined underwriting and profitable growth. The Compensation Committee took subjective note of executive management’s role in delivering results in 2023 in a context of challenging market dynamics.

  37. Ricardo Anzaldua

    | Name | Title/Business Unit | Annual Base Salary | Incentive Cash Bonus | Time-Vested Equity Award | Performance- Based Equity Award | Total Direct Compensation | | Juan C. Andrade | President and CEO | $1,250,000 | $3,250,000 | $3,000,000 | $3,000,000 | $10,500,000 | | Mark Kociancic | Executive Vice President and Chief Financial Officer | $900,000 | $1,556,200 | $1,370,000 | $675,000 | $4,501,200 | | Jim Williamson | Executive Vice President and Chief Operating Officer | $840,000 | $1,452,500 | $1,340,000 | $660,000 | $4,292,500 | | Mike Karmilowicz | Chairman, Everest Global Insurance | $800,000 | $1,145,000 | $938,000 | $462,000 | $3,345,000 | | Gail Van Beveren | Executive Vice President and Chief Human Resources Officer | $468,000 | $550,000 | $535,000 | $265,000 | $1,818,000 |

  38. Ricardo Anzaldua

    Incentive Cash Bonus At its February 2023 meeting, Messrs. Andrade, Kociancic, Williamson and Karmilowicz were selected by the Compensation Committee to participate in the Executive Incentive Plan for fiscal year 2023. For 2023, Ms. Van Beveren participated in the Company’s Annual Incentive Plan. Under the Executive Incentive Plan, total bonus determination for a participant is arrived at by application of two independent components: (1) Company financial performance criteria and (2) individual performance criteria. For bonus calculation purposes, these components are weighted 60% Company financial performance criteria and 40% individual performance criteria. For 2023, the Compensation Committee adopted the 2023 operating plan ROE as the target financial performance metric. Although several shareholders indicated a preference for multiple financial metrics to measure performance, the Compensation Committee believes that for (re)insurance companies such as Everest, whose ultimate success in value creation and sustainability derive from disciplined underwriting, prudent risk management and careful exposure analysis in maximizing capital efficiency, Operating ROE is the key performance indicator that ties each of these value components together. Even as a single measurement metric, Operating ROE provides a holistic measurement of operating performance because Operating ROE encompasses the results of key individual performance indicators including growth strategy, revenue, loss ratio, expense management and combined ratio. Further, it removes any short- term incentive for management to maximize any one particular metric in a given year. In setting the Operating ROE financial performance criteria for the non-equity incentive compensation, the Compensation Committee determined that the targets were fair yet demanding in consideration of: •the 2023 operating plan, •the average operating return on equity achieved over several market cycles, •the average operating return on equity among the companies in the selected peer group, and •the fact that the Company operates in an increasingly competitive and challenging market cycle. In measuring the NEOs’ performance against the target operating plan ROE, the Compensation Committee calculates an Adjusted Operating ROE. For purposes of this calculation, the Committee employs a formulaic adjustment to actual GAAP Operating ROE to more accurately reflect a normalized catastrophe risk management measure over time and evaluate the executive team’s risk mitigation strategies. The formula adjusts actual Operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. Our annual operating plan assumes a “normalized” level of natural catastrophe losses as derived from a 10,000-year simulation of potential modeled events, updated to quantify the growing impact of human activity on climate risk and the increased exposure factors associated with expected increased loss severity and frequency from extreme climate events. Such a “normalized” catastrophe loss level translates to a net after-tax Operating ROE that can range widely from a low-single-digit to mid-teens percentage return for a given year based on competitive market factors such as interest rate changes, business mix, market capacity and the impact of alternative capital. Utilizing an adjusted catastrophe loss load in any one year will reflect, over the long term, the performance of the portfolio relative to expected performance and does not overly benefit compensation during benign years of catastrophe activity nor unduly penalize compensation during years of intense activity. This method takes account of the inherent volatility of catastrophe events from year to year, and balances it against the normalizing effect of using an average annualized expected incidence of catastrophes over the long term. Consequently, over the long-term, the calculation of incentive compensation will reflect the actual performance of the portfolio relative to its expected performance. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 55 Mr. Andrade’s Annual Cash Incentive Goals and Compensation Mr. Andrade served as the Company’s President and CEO in 2023, with a base salary of $1,250,000. For fiscal year 2023, the Compensation Committee established the following separate financial and individual performance-based criteria for purposes of establishing the bonus award amount for Mr. Andrade under the Executive Incentive Plan. Financial Performance Goal

  39. Ricardo Anzaldua

    | Performance Level | Financial Performance Measure (ROE) | Potential Maximum Bonus | | Maximum | >=20% | $3.5 million | | Target | 13.5% - 14.5% | 220% of Base Salary | | Threshold | 6.0% | 50% of Base Salary | | Below Threshold | <6% | Zero |

  40. Ricardo Anzaldua

    | Performance Measure | 2023 Plan Operating ROE (Target) | 2023 Adjusted Operating ROE | Percentage of Base Salary Maximum Bonus | Resulting Maximum Bonus Potential | | Operating ROE | 13.5% - 14.5% | 18.2% | 60% | $1,952,727 |

  41. Ricardo Anzaldua

    | Individual Performance Measure | Maximum Bonus Potential | | 40% of 280% Base Salary Bonus Maximum | $1,400,000 |

  42. Ricardo Anzaldua

    | Performance Measure | 2023 Plan Operating ROE (Target) | 2023 Adjusted Operating ROE | Resulting Maximum Bonus Potential | | Operating ROE | 13.5% - 14.5% | 18.2% | $1,952,727 | | Individual Performance | | | $1,400,000 | | Total Maximum Potential Cash Bonus | | | $3,352,727 |

  43. Ricardo Anzaldua

    In determining the final bonus and equity award, the Compensation Committee took note of the Company’s strong risk management and portfolio optimization strategy under Mr. Andrade’s guidance in conjunction with his execution of responsibilities as CEO. The Committee gave particular consideration to Mr. Andrade’s initiatives to enhance operational efficiency and technology transformation throughout the Company. In awarding Mr. Andrade a cash bonus of $3,250,000, restricted share awards valued at $3,000,000 and PSU award target valued at $3,000,000, the Compensation Committee recognized Mr. Andrade’s exceptional leadership in overseeing execution of the Company’s long-term core strategy, managing the Company’s potential maximum loss exposure and protecting our capital base by employing intelligent capital protection measures against unplanned and outsized natural perils, while deploying a strategic vision emphasizing diversification of our business portfolio. The Committee further noted Mr. Andrade’s leadership in maintaining an industry-leading expense ratio while continuing to invest and help expand the Company’s global insurance operations, including establishing new markets in 2023 in Chile, Singapore and Spain. Such strategies contributed to the Company’s positive financial results in a year dominated by significant industry catastrophe activity. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 56 Other Named Executive Officers’ Annual Cash Incentive Goals and Compensation13 For fiscal year 2023, the Compensation Committee established the following separate financial and individual performance-based criteria under the Executive Incentive Plan for purposes of establishing the incentive cash bonus award amount for Messrs. Kociancic, Williamson, and Karmilowicz.

  44. Ricardo Anzaldua

    | Performance Level | Financial Performance Measure (Plan Operating ROE) | Potential Maximum Bonus for each NEO | | | | | | | | | Mark Kociancic | | Jim Williamson | | Mike Karmilowicz | | | Maximum | >=20.0% | 200% Base Salary | $1,800,000 | 200% Base Salary | $1,680,000 | 200% Base Salary | $1,600,000 | | Target | 13.5% - 14.5% | 130%Base Salary | $1,170,000 | 130%Base Salary | $1,092,000 | 130%Base Salary | $1,040,000 | | Threshold | 6.0% | 25% Base Salary | $225,000 | 25% Base Salary | $210,000 | 25% Base Salary | $200,000 | | Below Threshold | <6% | Zero | | Zero | | Zero | |

  45. Ricardo Anzaldua

    | Individual Performance Measure | Mark Kociancic | Jim Williamson | Mike Karmilowicz | | 40% of 200% Base Salary Bonus Maximum | $720,000 | $672,000 | $640,000 |

  46. Ricardo Anzaldua

    The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 57 13 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this discussion due to his departure from the Company in July 2023. Mr. Kociancic’s Compensation A key member of the Company’s executive team, Mr. Kociancic served as the Company’s Executive Vice President and Group Chief Financial Officer with a base salary of $900,000. In awarding Mr. Kociancic a cash bonus of $1,556,200, restricted share awards valued at $1,370,000 and 2023 PSU award target valued at $675,000, the Compensation Committee recognized Mr. Kociancic’s leadership in managing the financial functions of the Company, including financial reporting, investments, accounting, budgeting and tax planning, loss reserving and expense management. Mr. Kociancic was instrumental in the successful execution of our $1.5Bn equity raise in May 2023, while making substantial contributions to our strategic planning process and our Investor Day financial commitments. Mr. Williamson’s Compensation A key member of the Company’s executive team, Mr. Williamson served as the Company’s Group Chief Operating Officer and Head of Reinsurance with a base salary of $840,000. In awarding Mr. Williamson a cash bonus of $1,452,500, restricted share awards valued at $1,340,000 and 2023 PSU award target valued at $660,000, the Compensation Committee recognized Mr. Williamson’s leadership in serving as Group Chief Operating Officer and simultaneously as Head of the Everest Reinsurance Division, while profitably growing a balanced and diversified reinsurance portfolio. Fiscal year 2023 was an exceptional year for our Reinsurance division under his leadership and direction. Mr. Karmilowicz’s Compensation A key member of the Everest Insurance executive team since joining the Company in 2015, Mr. Karmilowicz served as the Company’s Executive Vice President and President and CEO of the Insurance Division in 2023, and became Chairman of Everest Global Insurance in March 2024, with a base salary of $800,000. In awarding Mr. Karmilowicz a cash bonus of $1,145,000, restricted share awards valued at $938,000 and 2023 PSU award target valued at $462,000, the Compensation Committee recognized Mr. Karmilowicz’s leadership in managing U.S. and global lines of business and overall responsibility for the management of Everest’s global Insurance Division results in 2023. Mr. Karmilowicz also made substantial contributions to our expansion and people initiatives. Ms. Van Beveren’s Compensation A key member of the Company’s executive team, Ms. Van Beveren served as the Company’s Executive Vice President and Chief Human Resources Officer with a base salary of $468,000. In awarding Ms. Van Beveren a cash bonus of $550,000, restricted share awards valued at $535,000 and 2023 PSU award target valued at $265,000, the Compensation Committee recognized Ms. Van Beveren’s leadership in managing the human resources function of the Company, including enhancing learning and development resources for colleagues, attracting and retaining top talent in a competitive market, and expanding our range of benefits to serve our diverse global workforce. Other Forms of Compensation Apart from the salary, bonus and long-term compensation components discussed above, all employees including executive officers receive other forms of compensation from the Company. That compensation includes Company-paid term life insurance, partially subsidized medical and dental plan, Company-paid disability insurance and participation in a Company-sponsored 401(k) employee savings plan. Certain executives also participate in a Supplemental Savings Plan. Clawback Policy The Company has a Clawback Policy covering current and former employees, including NEOs and other Section 16 officers. The Clawback Policy was updated, effective December 1, 2023, to comply with recently enacted SEC rules and NYSE listing standards. The new rules and standards mandate recoupment of incentive-based compensation from the Company’s current and former Section 16 officers in the event that the Company issues a restatement of its financial statements, to the extent such incentive-based compensation received by the Section 16 officer exceeds the amount that would have been received by that individual based on the restated financial statements. The Clawback Policy also provides for forfeiture and repayment of any incentive-based compensation (including vested and unvested equity awards) granted or paid to any individual during the period in which he or she engaged in material willful misconduct, including but not limited to fraudulent misconduct, in which case the Clawback Policy additionally requires the repayment and termination of any payments and benefits provided to such individual pursuant to any severance or similar agreement. A copy of the Clawback Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the year ending on December 31, 2023. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 58 Anti-Hedging Policy Additionally, the Company’s Ethics Guidelines and Insider Trading Policy prohibit our executive officers, directors and other employees from trading in options in the Company’s shares. Prohibited options include trading in “put” options and “call” options on Company stock or other securities and options awarded under the 2020 Stock Incentive Plan or any expired stock incentive plan (but does not exclude the exercise of any compensation-related options granted under the 2020 Stock Incentive Plan or another plan). Further, the Company’s anti-hedging policy prohibits its officers, directors or other employees from engaging in transactions geared toward “shorting” the Company’s stock or trading in straddles, equity swaps or other derivative securities that are directly linked to the Company’s common shares. The foregoing anti- hedging policy is part of the Company’s “Inside Information and Restrictions on Trading” section of the Company’s Ethics Guidelines, which provides a series of restrictions applicable to all transactions in Company stock and other classes of securities by certain individuals, including directors, officers and employees of the Company (as well as to others living in the same household as such individuals). Stock Ownership and Retention Guidelines The Board has adopted stock ownership and retention guidelines for all senior officers with the title of Executive Vice President (including each of our NEOs) or above, in order to further align the personal interests of these executives with those of our shareholders. Ownership guidelines require each covered executive to own shares of Company stock with a value equal to, for the Chief Executive Officer, six (6) times base salary and for each other covered executive, three (3) times base salary, calculated annually. In general, ownership and retention requirements may be satisfied by all shares owned (however acquired), unvested restricted share awards granted under the 2020 Stock Incentive Plan (or other stock incentive plan) and PSU awards that have been earned or “banked” during the performance period but not yet paid out. Any covered executive who does not meet the stock ownership guidelines must hold at least 50% of the “net shares” received (after reduction for payment of any exercise price and/or taxes) upon the exercise of stock options, payout of performance shares or vesting of time-based restricted shares until the ownership guidelines are met. Because covered executives must hold at least 50% of the net shares received from any exercise of stock options, payout of performance shares or vesting of time-based restricted stock until they achieve the specified guidelines, there is no

  47. Ricardo Anzaldua

    minimum time period required to achieve the guidelines. In addition, any covered executive who does not meet the stock ownership guidelines must also refrain from selling any owned shares until the guidelines are met. For 2023, each NEO was in compliance with stock ownership guidelines. Perquisites and Other Benefits When deemed appropriate, the Company provides Named Executive Officers with perquisites and other personal benefits that are reasonable and consistent with the overall compensation plan and the philosophy of attracting and retaining key employees. The Compensation Committee periodically reviews these awards of perquisites and other benefits. Tax and Accounting Implications Section 162(m) of the Code limits the deductibility of annual compensation in excess of $1 million paid to “covered employees” of the Company with some limited exceptions for compensation paid pursuant to certain arrangements in place on November 2, 2017. For 2018 and thereafter, our covered employees will generally include anyone who (i) was the CEO or chief financial officer at any time during the year, (ii) was one of the other Named Executive Officers or (iii) was a covered employee for any year after 2016. As with prior years, although the Compensation Committee will consider deductibility under Section 162(m) of expenses incurred in compensating executive officers, deductibility will not be the sole factor used in determining appropriate levels or methods of compensation. The Compensation Committee considers many factors when designing its compensation arrangements in addition to the deductibility of the compensation, and maintains the flexibility to grant awards or pay compensation amounts that are non-deductible if they believe it is in the best interest of our Company and our shareholders to do so. The foregoing provides a general overview of the Company’s philosophy on executive compensation. The tables contained in the subsequent sections attribute specific dollar values to the various aspects of executive compensation previously discussed. Compensation Risk Management In line with the Company’s requirements to manage risks associated with the Company’s compensation programs, our Compensation Committee seeks to ensure that our executive compensation program does not encourage inappropriate risk taking by our executives. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 59 Role of the Compensation Consultant The Compensation Committee has sole discretion to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor (“Advisor”) to provide independent advice to the Compensation Committee. Mercer (US) Inc. (“Mercer”) served as the Committee’s Advisor in 2023. The Company also consulted Frederick W. Cook & Co. (“FW Cook”) in 2023 for advice on new executive compensation regulations and related compliance. The Advisor is engaged to offer views on: •Evaluation of Executive Compensation Programs •Selection of peer groups •Compensation best practices •Benchmarking data •Director Compensation •Report on trends and developments in executive compensation The Committee reviews the independence of the Advisor annually in accordance with the six independence factors listed in the NYSE rules to understand the nature and scope of the Advisor’s relationships with Everest’s Board and its executive officers. Based on that review, the Committee has determined that Mercer is independent, and its work did not raise any conflicts of interest. The Company’s Compensation Philosophy and Objectives 2024 Proxy Statement 60 COMPENSATION OF EXECUTIVE OFFICERS The following table sets forth compensation paid or accrued to the Company’s Chief Executive Officer, Executive Vice President and Chief Financial Officer and each of our three other most highly paid executive officers who served during fiscal year 2023 (collectively, the “Named Executive Officers” or “NEOs”). The principal position listed under the name of each executive officer is as of December 31, 2023. Further, as noted above, Sanjoy Mukherjee, the former Executive Vice President, General Counsel & Secretary, departed the Company effective July 3, 2023, but is considered an NEO for 2023 under applicable SEC disclosure requirements. 2023 Summary Compensation Table

  48. Ricardo Anzaldua

    | | | | | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | | | | Name and Principal Position | Year | Salary(4) | Bonus | Restricted Stock Awards(1)(5) | Performance Share Unit Awards(2) | Non-Equity Incentive Plan Compensation | | All Other Compensation | Total | | Juan C. Andrade CEO and President | | | | | | | | | | | | 2023 | $1,250,000 | $— | $2,376,523 | $2,376,523 | $3,250,000 | $— | $656,485 | $9,909,531 | | | 2022 | $1,250,000 | | $2,125,822 | $2,125,822 | $2,900,000 | | $704,555 | $9,106,199 | | | 2021 | $1,250,000 | | $2,000,902 | $2,000,902 | $3,000,000 | | $614,322 | $8,866,126 | | Mark Kociancic Executive Vice President and Chief Financial Officer | | | | | | | | | | | | 2023 | $894,231 | $- | $1,181,570 | $510,484 | $1,556,200 | $- | $374,403 | $4,516,888 | | | 2022 | $875,000 | | $1,059,896 | $529,194 | $1,273,900 | | $376,631 | $4,114,621 | | | 2021 | $875,000 | | $993,184 | $495,381 | $1,401,400 | | $285,175 | $4,050,140 | | Jim Williamson Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2023 | $830,770 | $- | $940,667 | $420,624 | $1,452,500 | $- | $252,760 | $3,897,321 | | | 2022 | $801,923 | | $851,836 | $425,164 | $1,167,000 | - | $284,018 | $3,529,941 | | | 2021 | $702,167 | | $703,707 | $347,614 | $1,210,000 | | $216,735 | $3,180,223 | | Mike Karmilowicz Chairman, Everest Global Insurance | | | | | | | | | | | | 2023 | $794,231 | $- | $875,662 | $401,504 | $1,145,000 | $— | $246,323 | $3,462,720 | | | 2022 | $749,154 | | $809,621 | $404,057 | $1,070,750 | | $234,808 | $3,268,390 | | | 2021 | $660,000 | | $667,371 | $328,235 | $1,060,800 | | $163,874 | $2,880,280 | | Gail Van Beveren Executive Vice President and Chief Human Resources Officer | | | | | | | | | | | | 2023 | $463,846 | $- | $508,572 | $202,664 | $550,000 | $147,876 | $100,547 | $1,973,505 | | Sanjoy Mukherjee Executive Vice President, General Counsel and Secretary | | | | | | | | | | | | 2023 | $320,000 | $- | $790,513 | $390,033 | $— | $(527,412) | $807,367 | $1,780,501 | | | 2022 | $650,000 | - | $615,131 | $410,088 | $900,000 | $(600,167) | $213,188 | $2,188,240 | | | 2021 | $641,231 | - | $585,010 | $390,006 | $975,000 | $81,008 | $146,004 | $2,818,259 |

  49. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  50. 2023 Pension Benefits Table

    | 2023 Pension Benefits Table | | | | | | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Juan C. Andrade | Retirement Plan | N/A | $— | $— | | | Supplemental Plan | | $— | $— | | Mark Kociancic | Retirement Plan | N/A | $— | $— | | | Supplemental Plan | | $— | $— | | Jim Williamson | Retirement Plan | N/A | $— | $— | | | Supplemental Plan | | $— | $— | | Mike Karmilowicz | Retirement Plan | N/A | $— | $— | | | Supplemental Plan | | $— | $— | | Gail Van Beveren | Retirement Plan | 37.70 | $2,379,099 | $— | | | Supplemental Plan | | $— | $— | | Sanjoy Mukherjee | Retirement Plan | 23.00 | $1,138,256 | $— | | | Supplemental Plan | | $2,354,987 | $— |

  51. 2023 Pension Benefits Table

    (1)The table employs the discount rate of 5% on December 31, 2023 and 5.25% on December 31, 2022 for the Retirement Plan and pre-retirement Supplemental Plan. Post retirement, the Supplemental Plan discount rate is 5% for both years. The Mortality Table used for 12/31/2023 and 12/31/2022 is the Pri-2012 White Collar Table with Scale MP-2021 for the Retirement Plan projected to executive’s assumed retirement age. Updated Table 417(e) Mortality is used for the Supplemental Plan post-retirement projected to executive’s assumed retirement age. The payment form assumes 50% Joint and Survivor for the Retirement Plan unless final benefit election has already been made and single life annuity for the Supplemental Plan at earliest unreduced retirement age. The Assumptions for the 2023 calculations related to Retirement Plan and the pre-retirement Supplemental Plans are the same as those used in the FAS ASC 715 disclosure report for year ending December 31, 2023. The information above has been developed assuming that the participants will retire at the earliest age at which they would receive an unreduced benefit. Employees hired after April 2010 do not accrue benefits in the Defined Benefit Plan. As of December 31, 2017, accruals in the Supplemental Retirement Plan were frozen. Participants receive a non-elective contribution in the Supplemental Savings Plan. Compensation of Executive Officers 2024 Proxy Statement 66 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE The 2023 Non-qualified Deferred Compensation Table shows information about the Supplemental Savings Plan(1) and Deferred Bonus and Salary Contribution Plan.

  52. 2023 Pension Benefits Table

    | Name | Executive Contributions in Last Fiscal Year(2) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawal/ Distributions | Aggregate Balance at Last Fiscal Year-End(3) | | Juan C. Andrade | | | | | | | Everest Re Supplemental Savings Plan | $27,600 | $333,200 | $61,363 | | $1,389,639 | | Non-qualified deferred bonus and salary contribution plan | | | | | | | Mark Kociancic | | | | | | | Everest Re Supplemental Savings Plan | $16,927 | $145,596 | $98,147 | | $527,331 | | Non-qualified deferred bonus and salary contribution plan | $44,712 | | $327,768 | | $372,480 | | Jim Williamson | | | | | | | Everest Re Supplemental Savings Plan | $15,023 | $115,090 | $72,562 | | $394,872 | | Non-qualified deferred bonus and salary contribution plan | $224,896 | | $481,858 | | $706,754 | | Mike Karmilowicz | | | | | | | Everest Re Supplemental Savings Plan | $13,927 | $122,606 | $45,774 | | $481,673 | | Non-qualified deferred bonus and salary contribution plan | | | | | | | Gail Van Beveren | | | | | | | Everest Re Supplemental Savings Plan | $4,015 | $48,723 | $74,636 | | $432,384 | | Non-qualified deferred bonus and salary contribution plan | | | | | | | Sanjoy Mukherjee | | | | | | | Everest Re Supplemental Savings Plan | | $72,000 | $188,596 | | $934,555 | | Non-qualified deferred bonus and salary contribution plan | $88,600 | | $141,712 | | $230,312 |

  53. 2023 Pension Benefits Table

    (1)The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute a percentage of his or her base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans. When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional discretionary contribution by the Company. Withdrawal is permitted only upon cessation of employment. (2)All of the amounts reported in this column are included in the 2023 Summary Compensation Table as applicable. (3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan. Compensation of Executive Officers 2024 Proxy Statement 67 PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid to our Named Executive Officers and the Company’s financial performance. Pay Versus Performance Table The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer (“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected measure). Adjusted Operating ROE was selected as the most relevant and important measure in the relationship of compensation actually paid to NEOs relative to 2023 Company performance. Adjusted Operating ROE is a relevant measure in our short-term and long-term incentive plans for our NEOs.

  54. 2023 Pension Benefits Table

    | | | | | | Value of Initial Fixed $100 Investment3 Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)1 | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)2 | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Shareholder Return ($)4 | Peer Group Total Shareholder Return ($)5 | Net Income ($ Millions) | Adjusted Operating ROE (%)6 | | 2023 | $9,909,531 | $11,044,080 | $3,126,187 | $3,394,495 | $140.12 | $168.05 | $2,517 | 18.2% | | 2022 | $9,106,199 | $12,022,512 | $3,275,300 | $4,098,150 | $128.89 | $151.65 | $597 | 11.9% | | 2021 | $8,866,126 | $10,939,500 | $3,185,203 | $3,763,485 | $104.19 | $127.58 | $1,379 | 14.3% | | 2020 | $8,063,212 | $5,604,559 | $3,209,042 | $2,323,534 | $86.94 | $106.96 | $514 | 8.0% |

  55. 2023 Pension Benefits Table

    ______________________________ (1) Juan C. Andrade served as the Principal Executive Officer (“PEO”) of Everest for all applicable years in this table. (2) The non-PEO NEOs include: (a) for 2020, John Doucette, Craig Howie, Mark Kociancic, Sanjoy Mukherjee and Jonathon Zaffino; (b) for 2021, John Doucette, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (c) for 2022, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; and (d) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren and Jim Williamson. (3) Assumes $100 invested on 12/31/2019 in Everest common stock, including reinvestment of dividends. (4) For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or entire portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all distributions or dividends paid to shareholders. The procedure for calculating an index begins with calculating total returns for each individual company in the index. The total return of each company in the index is calculated by multiplying the closing price of a share by the ending volume of shares held, based on a $100 initial investment. Any dividends paid are assumed to be reinvested by dividing the dividend hypothetically received on the share volume held on the ex-dividend date by the stock price on ex-dividend date, then adding the additional new shares to the volume of shares held immediately prior to payment of the dividend. Each company’s total return is then weighted for each period based on its market capitalization at the beginning of the period, relative to the market capitalization of the entire group. The market capitalization is determined by multiplying the price per share by the shares outstanding for each period. The sum of the weighted returns results in a weighted average total return for each period. Total Shareholder Return in all other sections of this proxy refers to Everest’s Investor Day definition, defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share. (5) The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table. (6) Adjusted Operating ROE for 2023 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and 2022, the ratio for determining Adjusted Operating ROE was 50% anticipated catastrophe losses in the operating plan and 50% actual catastrophe losses for the respective fiscal years. Pay Versus Performance Disclosure 2024 Proxy Statement 68 The following table details the adjustment to the SCT Total Pay for our PEO to determine the CAP as computed in accordance with Item 402(v) of SEC Regulation S-K (17 C.F.R. § 229.402(v), or “Item 402(v)”). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. The PEO did not participate in any defined benefit pension plan. PEO SCT TOTAL PAY TO CAP RECONCILIATION

  56. 2023 Pension Benefits Table

    | Fiscal year | 2020 | 2021 | 2022 | 2023 | | SCT Total | $8,063,212 | $8,866,126 | $9,106,199 | $9,909,531 | | – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,752,544) | $(4,001,805) | $(4,251,644) | $(4,753,046) | | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $3,169,579 | $4,525,158 | $4,670,907 | $4,394,999 | | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years1 | $(1,312,596) | $1,402,574 | $2,354,332 | $809,630 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year2 | $(563,092) | $147,447 | $142,718 | $682,966 | | Compensation Actually Paid | $5,604,559 | $10,939,500 | $12,022,512 | $11,044,080 |

  57. 2023 Pension Benefits Table

    The following table details the adjustment to the SCT Total Pay as the average for our other NEOs to determine “compensation actually paid” as computed in accordance with Item 402(v) for the other NEOs. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. NEO AVERAGE SCT TOTAL PAY TO CAP RECONCILIATION

  58. 2023 Pension Benefits Table

    | Fiscal year | 2020 | 2021 | | 2022 | 2023 | | Average SCT Total | $3,209,042 | $3,185,203 | | $3,275,300 | $3,126,187 | | – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,799,573) | $(1,164,932) | | $(1,276,247) | $(1,203,366) | | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $1,455,572 | $1,317,281 | | $1,402,100 | $1,112,716 | | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years3 | $(236,502) | $362,214 | | $563,880 | $205,511 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year4 | $(95,518) | $49,873 | | $114,067 | $168,181 | | – Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit Pension Plan | $(235,821) | $(16,202) | 5 | N/A6 | $(29,575) | | + Service cost and prior service cost | $26,334 | $30,048 | | $19,050 | $14,841 | | Average Compensation Actually Paid | $2,323,534 | $3,763,485 | | $4,098,150 | $3,394,495 |

  59. 2023 Pension Benefits Table

    (1) Difference between Fair Value from End of Prior Year to End of Current Year (2) Difference between Fair Value from End of Prior Year to Vesting Date (3) Difference between Fair Value from End of Prior Year to End of Current Year (4) Difference between Fair Value from End of Prior Year to Vesting Date (5) In 2021, the change in actuarial present value was $(11,030) for Mr. Doucette and $81,008 for Mr. Mukherjee. Under Item 402(v), the change in actuarial present value is deducted only if the value is positive. Thus, only Mr. Mukherjee’s value was incorporated into the calculation. (6) The change in actuarial present value for Mr. Mukherjee was $(600,167) in 2022. Under Item 402(v), the change in actuarial present value is deducted only if the value is positive. Thus, this value was not incorporated into the calculation. Pay Versus Performance Disclosure 2024 Proxy Statement 69 12 Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further demonstrate the relationship between the compensation actually paid (as defined in Item 402(v))and performance measures that are included in the preceding pay versus performance tabular disclosure. Pay Versus Performance Disclosure 2024 Proxy Statement 70 Pay Versus Performance Disclosure 2024 Proxy Statement 71 Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid in 2023 to Company Performance Below is a list, not presented in order of importance, of the Company’s most important financial performance measures used to link the PEO and NEOs’ Item 402(v) “Compensation actually Paid” to Company performance for 2023. For further information regarding these financial performance measures and their function in our executive compensation program, please see the Compensation Discussion and Analysis section above. Adjusted Operating ROE Combined Ratio Total Shareholder Return (as defined at Everest’s Investor Day14) Gross Written Premium Annual Growth Rate Pay Versus Performance Disclosure 2024 Proxy Statement 72 14 Total shareholder Return as defined at Everest’s Investor Day is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus dividends Per Share. CEO PAY RATIO

  60. 2023 Pension Benefits Table

    | Fiscal Year | 2023 | 2023 | | Employee | Median Employee | CEO | | Annual Base Salary | $144,000 | $1,250,000 | | Bonus Paid March 2024 | $16,000 | $3,250,000 | | Res Share Value Granted Feb. 2023 | $— | $2,376,523 | | Perf Share Target Value Granted Feb. 2023 | $— | $2,376,523 | | Pension Value and Nonqualified Deferred Comp Earnings PY 2023 | $— | $— | | All Other Compensation PY 2023 | $8,893 | $656,485 | | Total Comp | $168,893 | $9,909,531 |

  61. 2023 Pension Benefits Table

    In 2023, the ratio of the total annual compensation of our CEO to the median compensation of our employees was 58.67 to one. Methodology •Date selected to determine employee population for purposes of identifying the median employee: December 1, 2023. •Median employee identified using Total Compensation, which includes base salary, bonus and stock awards (if any), as well as any other compensation. •Employees from all Everest locations included in calculation to identify median. •Salaries, bonuses and stock for non-US employees converted to USD (at 12/1/2023 conversion rates). •Annual salary, bonus and stock target amounts were included for mid-year hired employees who were not otherwise eligible to participate in the full 2023 annual compensation review process. •“All Other Compensation” includes insurance premiums, allowances, employer matching contributions (qualified and non-qualified), dividends on restricted shares and employer discretionary contributions. CEO Pay Ratio Disclosure 2024 Proxy Statement 73 EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS Employment agreements have been entered into with Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, and an employment agreement was entered into with Mr. Mukherjee during his tenure as Executive Vice President, General Counsel and Secretary of the Company. Employment agreements are entered into when it is determined that an employment agreement assists in obtaining assurance as to the executive’s continued employment in light of the prevailing market competition for the particular position, or where the Compensation Committee believes that an employment agreement is appropriate to attract an executive in light of market conditions and the prior experience of the executive. Employment agreements with key executive officers further provide the Company protection against the potential loss of business that could result from the departure of a key executive by including non-disclosure, non- compete and non-solicitation covenants in such agreements. The terms of the agreement take into consideration the executive’s prior background, experience, compensation, competitive conditions and negotiations with the executive. Messrs. Andrade, Kociancic, Williamson, and Karmilowicz and Ms. Van Beveren are all participants in the Senior Executive Change in Control (“CIC”) Plan and Mr. Mukherjee was a participant in the plan during his tenure as Executive Vice President, General Counsel and Secretary of the Company (See “Change of Control Arrangements”). Juan C. Andrade Effective August 1, 2019, the Company, Everest Global and Everest Holdings entered into an employment agreement with Mr. Andrade to serve as President and CEO of those companies. On December 17, 2021, Everest announced the extension of Mr. Andrade’s employment agreement through the end of 2023 with automatic annual extensions thereafter. Mr. Andrade subsequently entered into an Amended and Restated employment agreement with Everest Global, effective December 17, 2021, for an indefinite term to serve in the same role. Mr. Andrade’s employment agreement provides for annual compensation of $1,250,000 in base salary, a target incentive bonus equal to 220% of base salary and a target stock award equal to 360% of base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below. Mark Kociancic Effective September 8, 2020, Everest Global entered into an employment agreement with Mr. Kociancic to serve as Executive Vice President and Chief Financial Officer of the Company. The agreement was automatically renewed following the agreement’s initial expiration date of October 12, 2023. Mr. Kociancic subsequently entered into an Amended and Restated employment agreement with Everest Global, effective September 8, 2020, for an indefinite term to serve in the same role. Mr. Kociancic’s employment agreement provides for annual compensation of $875,000 in base salary, a target incentive bonus equal to 130% of base salary and a target stock award equal to 170% of base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the sections and tables below. Jim Williamson Effective September 28, 2020, Everest Global entered into an employment agreement with Mr. Williamson to serve as Executive Vice President and Chief Operating Officer of the Company. The agreement was automatically renewed following the agreement’s initial expiration date of October 1, 2023. Mr. Williamson subsequently entered into an Amended and Restated employment agreement with Everest Global, effective September 28, 2020 for an indefinite term to serve in the same role. Mr. Williamson’s employment agreement provides for annual compensation of $700,000 in base salary, a target incentive bonus equal to 130% of base salary and a target stock award equal to 150% of base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or a termination without cause or resignation for good reason are outlined in the selections and the tables below. Mike Karmilowicz Effective August 3, 2020, Mr. Karmilowicz entered into an employment agreement with Everest National Insurance Company (“ENIC”), an affiliate of the Company to serve as Executive Vice President and CEO of ENIC. The agreement was automatically renewed following the agreement’s initial expiration date of August 3, 2023. Mr. Karmilowicz subsequently entered into an Amended and Restated employment agreement with ENIC, effective March 24, 2024 for an indefinite term to serve as Chairman of Global Insurance for the Company. Mr. Karmilowicz’s employment agreement provides for annual compensation of $800,000 in base salary, a target incentive bonus equal to 140% of base salary and a target stock award equal to 160% of base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or termination without cause or resignation for good reason are outlined in the sections and tables below. Gail Van Beveren Ms. Van Beveren has not entered into an employment agreement with the Company. Ms. Van Beveren is subject to the Everest Reinsurance Company Severance Plan for United States employees (“Severance Plan”). Under the Severance plan, she will be entitled to receive a severance payment if her employment with the Company is Employment, Change of Control and Other Agreements 2024 Proxy Statement 74 involuntarily terminated because of the closing or reorganization of the office, division or department of the Company resulting in the elimination of her position.15 Sanjoy Mukherjee On January 1, 2017, Everest Global entered into an employment agreement with Mr. Mukherjee under which he was to serve as the General Counsel, Chief Compliance Officer and Secretary. The agreement was automatically renewed following the agreement’s initial expiration date of January 1, 2020. On March 14, 2023, Everest announced that Mr. Mukherjee would leave the Company effective July 2023. In accordance with the terms of the transition agreement entered into by Mr. Mukherjee and the Company dated March 10, 2023 (the “Transition Agreement”), he served as an advisor to the Company from April 22, 2023 through July 3, 2023 (the “Separation Date”) and, for such services, he received a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards, insurance benefits and a separation allowance in accordance with the terms of his employment agreement for a

  62. 2023 Pension Benefits Table

    termination without “cause.” Upon termination of Mr. Mukherjee’s employment agreement in July 2023, Mr. Mukherjee’s employment agreement included the following benefits that Mr. Mukherjee received as part of his separation: a payment of two times his base salary, totaling $650,000 paid out over 12 months; accelerated vesting and cash-out of restricted stock totaling 601 shares for a payment of $205,464 based on the Company’s stock price as of the Separation Date; continued earn-out of all PSUs previously granted; and a cash payment for dental COBRA benefits for 12 months totaling $2,529. Change of Control Arrangements. The Company’s change of control arrangements, embodied within the Senior Executive CIC Plan, are principally intended to provide continuity of management by motivating executive officers to remain with the Company, despite the uncertainty that arises in the context of a change in control. The Senior Executive CIC Plan is administered by the Compensation Committee, which selects participants from among the senior executives of the Company and its subsidiaries. Among others, the Compensation Committee has selected Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, and Ms. Van Beveren to participate in the plan, and it selected Mr. Mukherjee to participate in the plan during his tenure as Executive Vice President, General Counsel and Secretary of the Company. The Senior Executive CIC Plan provides that if, within two years after the occurrence of a “material change” (as defined in the plan) a participant terminates his or her employment for good reason (as defined in the plan) or the Company terminates the participant’s employment for any reason other than for due cause (as defined in the plan), then (a) all of the participant’s outstanding stock options granted under the Company’s stock plans shall immediately vest and remain exercisable for three months following termination of employment; (b) all restrictions on the participant’s restricted shares awarded under the Company’s share plans (except for PSU, which are not subject to the CIC Plan) shall immediately terminate and lapse; (c) the participant shall receive a cash payment equal to the participant’s average annual salary and incentive bonus for the three most recent taxable years (or such shorter period as may be applicable) multiplied by a number between 2.00 and 2.99 as determined by the Compensation Committee (for Mr. Andrade, the number is 2.5; for Messrs. Kociancic, Williamson, Karmilowicz and Ms. Van Beveren the number is 2.00; for Mr. Mukherjee, the number was 2.00 when he was a participant in the plan); (d) the participant shall continue to be covered under the Company’s medical and dental insurance plans for a period of two years from the date of termination; and (e) the participant shall receive “special retirement benefits” in an amount that will equal the retirement benefits he or she would have received under the Everest Reinsurance Retirement Plan and/or the Everest Reinsurance Employee Saving Plan and any supplemental, substitute or successor plans adopted by the Company had he or she continued in the employ of the Company for a two-year period following termination. The Senior Executive CIC Plan includes a “Best Net” provision regarding the determination and treatment of “golden parachute payments” under Section 280G of the Code. Under the “Best Net” provision, if there are any “excess parachute payments” under Section 280G of the Code that trigger an excise tax, payments and benefits are reduced to avoid an excess parachute payment if doing so results in a higher after-tax benefit to the participant. The participant and the Company shall agree on a national accounting firm to perform the calculations necessary to determine the amount of the parachute payment, as well as the maximum amount the participant would be entitled to receive without being subject to the excise tax. The PSU award is not subject to the Senior Executive CIC Plan and is governed by the Performance Stock Unit Award Agreement and any pertinent employment agreement. Potential Payments Upon Termination or Change in Control The tables below give a reasonable estimate of the incremental amount of compensation that might be paid to each of the Named Executive Officers in the event of termination of employment on December 31, 2023. The amounts shown assume that such termination, change in control, death or disability was effective as of December 31, 2023 and includes estimates of amounts to which the Named Executive Officer might be entitled incremental to amounts earned during such time. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company and may be changed at the discretion of the Compensation Committee. Employment, Change of Control and Other Agreements 2024 Proxy Statement 75 15 Pursuant to the Everest Reinsurance Company Severance Plan for United States employees, Ms. Van Beveren is entitled to a severance payment equal to 52 weeks of pay based on her length of service with the Company plus any earned vacation days (less any used vacation). Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include: accrued salary, amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non- qualified Deferred Compensation Table) and amounts accrued and vested through the Company’s Retirement Plan and the Supplemental Retirement Plan. (See Pension Benefits Table.) The retirement plans offer a survivor annuity, if elected by the participant. For a termination for good reason or without cause, each of Messrs. Andrade, Kociancic, Williamson, and Karmilowicz would be eligible to earn all remaining installments of PSU, vesting of equity awards, insurance benefits and a separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to two times base annual salary, subject to signing a waiver of all claims, and certain non-compete agreements under the terms of the employment agreements would apply. All other PSU would be forfeited. Sanjoy Mukherjee departed the Company effective July 3, 2023. Subject to the terms of the Transition Agreement, he served as an advisor to the Company from April 22, 2023 through the Separation Date and, for such services, he received a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards, insurance benefits and a separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to two times base annual salary, payable in January 2025, and a cash payment in lieu of a tranche of six hundred one (601) restricted shares that would otherwise have vested on November 19, 2024 (based on the market price of the Company’s stock at the close of the New York Stock Exchange on the Separation Date). Payments Made Upon Retirement. In the event of retirement, in addition to the items above, all who are eligible will receive the pension benefits shown in the Pension Benefits Table with a reduction for early retirement. Generally, subject to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement with the consent of the Compensation Committee. PSU are forfeited if retirement occurs prior to age 65. In the event of retirement at age 65 or older but prior to the conclusion of the restricted period (3rd anniversary of grant date), the

  63. 2023 Pension Benefits Table

    participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed installment periods would be the date that is 60 days following the date of retirement. The remaining PSU would be settled between the certification that performance criteria have been met and March 15th of the calendar year following the last performance period. Payments Made Upon Death or Disability. In the event of death or disability, in addition to the benefits listed under the headings above, the NEO will receive benefits under the Company’s disability plan or payments under the Company’s life insurance program, as available to employees generally. Pursuant to the terms of their employment agreements, in the event of the death or disability of Messrs. Andrade, Kociancic, Williamson, or Karmilowicz, any incentive bonus earned but not yet paid for the completed full fiscal year immediately preceding the employment termination date would be paid. Accordingly, assuming a hypothetical death or disability of those Named Executive Officers on December 31, 2023, each would be entitled to any incentive bonus earned but not yet paid relating to fiscal 2023 performance. Such bonus amounts would have been $3,250,000 for Mr. Andrade, $1,556,200 for Mr. Kociancic, $1,452,500 for Mr. Williamson, and $1,145,000 for Mr. Karmilowicz, as reported in the Summary Compensation Table. In the event of the death or disability of any of the NEOs, the restrictions on restricted shares lapse. The following table lists the value of equity awards for each Named Executive Officer at the NYSE closing price of $353.58 at year-end 2023 as if all vested on December 30, 2023, with PSU values determined based on 100% of target performance. For PSU, in the event of death or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed installment periods would be the date that is 60 days following the date of the death or disability. The remaining shares would be settled between the certification of the performance and the March 15th of the calendar year following the last performance period. The number of shares that would be delivered in the event of an executive’s retirement at age 65 or death or disability is valued as of December 31, 2023 in the table below.

  64. 2023 Pension Benefits Table

    | Name | PSU | Restricted Shares | Total | | Juan C. Andrade | $8,414,793 | $9,615,608 | $18,030,401 | | Mark Kociancic | $2,004,345 | $5,926,708 | $7,931,053 | | Jim Williamson | $1,539,067 | $3,057,406 | $4,596,473 | | Mike Karmilowicz | $1,461,758 | $2,501,225 | $3,962,983 | | Gail Van Beveren | $794,546 | $1,474,782 | $2,269,328 |

  65. 2023 Pension Benefits Table

    Termination or Change of Control As described above, each of the Named Executive Officers is a participant in the Company’s Senior Executive CIC Plan. Payments are made under the plan to the respective Named Executive Officer if he or she suffers a covered termination of employment within two years following a change in control. The table below gives a reasonable estimate of what Employment, Change of Control and Other Agreements 2024 Proxy Statement 76 might be paid to each Named Executive Officer in the event of a covered termination of employment on December 31, 2023, based on the plan terms in effect at that time. The employment agreements entered into by Messrs. Andrade, Kociancic, Williamson, and Karmilowicz separately address payments that may be made and benefits continued in the event of a termination without due cause or resignation for good reason, outside of a change in control, as defined in the respective agreements. Payments to Mr. Mukherjee are pursuant to his Transition Agreement (and disclosure in the table below is limited to the payments and benefits to which he became entitled on his termination of employment on July 3, 2023).

  66. 2023 Pension Benefits Table

    | Name | Incremental Benefit | Termination Without Cause or Resignation for Good Reason | Termination Following Change in Control | | Juan C. Andrade | Cash Payment | $4,500,000(1) | $10,125,001(5) | | | Restricted Stock Value | $2,714,080(2) | $9,615,608(6) | | | PSU Value | $5,520,741(3) | $8,414,793(7) | | | Benefits Continuation | $60,290(4) | $43,000 | | | Pension Enhancement | | $1,474,000 | | | Total Value | $12,795,111 | 29,672,402(8) | | Mark Kociancic | Cash Payment | $3,356,200(1) | $3,879,688(5) | | | Restricted Stock Value | $2,242,051(2) | $5,926,708(6) | | | PSU Value | $1,340,322(3) | $2,004,345(7) | | | Benefits Continuation | $30,145(4) | $43,000 | | | Pension Enhancement | | $597,000 | | | Total Value | $6,968,718 | 12,450,741(8) | | Jim Williamson | Cash Payment | $3,132,500(1) | $3,406,462(5) | | | Restricted Stock Value | $965,273(2) | $3,057,406(6) | | | PSU Value | $998,443(3) | $1,539,067(7) | | | Benefits Continuation | $30,520(4) | $43,000 | | | Pension Enhancement | | $461,000 | | | Total Value | $5,126,736 | 8,506,935(8) | | Mike Karmilowicz | Cash Payment | $2,745,000(1) | $3,453,290(5) | | | Restricted Stock Value | $783,887(2) | $2,501,225(6) | | | PSU Value | $946,592(3) | $1,461,758(7) | | | Benefits Continuation | $30,478(4) | $43,000 | | | Pension Enhancement | | $526,000 | | | Total Value | $4,505,957 | 7,985,273(8) | | Gail Van Beveren | Cash Payment | $468,000(1) | $1,759,231(5) | | | Restricted Stock Value | $(2) | $1,474,782(6) | | | PSU Value | $(3) | $794,546(7) | | | Benefits Continuation | $1,675(4) | $— | | | Pension Enhancement | | $423,000 | | | Total Value | $469,675 | 4,451,559(8) | | Sanjoy Mukherjee | Cash Payment | $2,600,000(1) | $—(5) | | | Restricted Stock Value | $887,520(2) | $—(6) | | | PSU Value | $1,557,152(3) | $—(7) | | | Benefits Continuation | $2,667(4) | $— | | | Pension Enhancement | | $— | | | Total Value | $5,047,339 | (8) |

  67. 2023 Pension Benefits Table

    Employment, Change of Control and Other Agreements 2024 Proxy Statement 77 (1)Pursuant to the terms of the Mr. Andrade’s employment agreement, he would be paid a separation allowance in equal installments over a 24 month period equal to two times his base salary. In accordance with their respective employment agreements in each of Messrs. Mukherjee, Karmilowicz, Kociancic, and Williamson would be paid two times his base salary over a 12 month period. All would receive any annual incentive bonus earned but not yet paid for the completed full fiscal year prior to termination. Ms. Van Beveren is entitled to a cash severance payment equal to 52 weeks of base salary under the Everest Reinsurance Severance Plan for United States employees. For Mr. Mukherjee, this amount includes two times his base salary and a one-time payment of $1,300,000 payable in 2025 pursuant to the terms of his Separation Agreement. (2)Pursuant to the terms of the Named Executive Officer’s employment agreement, unvested restricted stock will continue to vest in accordance with its terms in the 12 month period following termination for Messrs. Karmilowicz, Kociancic, Mukherjee and Williamson. For Mr. Andrade, unvested stock would continue to vest for only the portions related to his initial $10 million equity grant. As described above, in connection with Mr. Mukherjee’s termination of employment, 601 restricted shares scheduled to vest on November 19, 2024 were canceled in exchange for a cash payment of $205,464 based on the Company’s stock price as of Mr. Mukherjee’s Separation Date. (3)Under the terms of their respective employment agreements, Messrs. Andrade, Kociancic and Williamson would receive the PSU installments pursuant to any performance goals achieved prior to departure from the Company. The remaining PSU installments would vest pursuant to the terms of the Performance Stock Unit Award Agreement and, for purposes of this table, are valued at 100% of target performance. Similarly, for Mr. Mukherjee, following his employment termination on July 3, 2023, his PSU remains outstanding subject to achievement of applicable performance goals. (4)Pursuant to the terms of their respective employment agreements, Messrs. Andrade, Kociancic, Williamson and Karmilowicz shall continue to participate in the disability and life insurance programs until the earlier of a certain number of months or until he becomes eligible for comparable benefits provided by a subsequent employer,and he will receive a cash payment to enable him to pay for medical and dental coverage for a certain number of months. For Mr. Andrade, the number is 24, for Messrs. Karmilowicz, Kociancic and Williamson, it is 12. Under his Transition Agreement, Mr. Mukherjee received a cash payment for dental COBRA benefits for 12 months totaling $2,529 and $138 for a Company Credit benefit carried over from Prudential Re that offset the cost of medical benefits. (5)The Senior Executive CIC Plan provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years times a factor assigned by the Board. The factor is 2.0 for Messrs. Karmilowicz, Kociancic, and Williamson and 2.5 for Mr. Andrade. (6)The unvested equity awards for each Named Executive Officer are valued at the NYSE closing price of $353.58 at 2023 year end as if all vested on December 31, 2023. PSU amounts are valued based on target measures. (7)In the event of a Change in Control, the Company may elect to continue the Performance Stock Awards subject to the 2020 Stock Incentive Plan and Performance Stock Unit Award Agreement. According to the award agreement, completed installments are valued according to the actual achievement factor, and the remaining installments are valued at the target performance (100%). (8)The Senior Executive CIC Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially result in a reduced figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the Company. Under the provision, in the event of an excess parachute payment that triggers the excise tax, payments and benefits are reduced to avoid an excess parachute payment only if doing so results in a higher after-tax benefit to the participant.

  68. 2023 Pension Benefits Table

    | Equity Compensation Plan Information | | | | | | Column A | Column B | Column C | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, of warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column A) | | Equity Compensation Plans Approved by Shareholders | | | | | 2020 Stock Incentive Plan | 53,87516 | N/A | 729,704 | | 2010 Stock Incentive Plan* | 0 | N/A | 1,745,071 | | 2002 Stock Incentive Plan* | 0 | N/A | 1,033,224 | | 2009 Non-Employee Director Equity Compensation Plan | 0 | N/A | 34,617 | | 2003 Non-Employee Director Equity Compensation Plan | 0 | N/A | 271,245 | | Equity Compensation Plans Not Approved by Shareholders | | | | | None | | | |

  69. 2023 Pension Benefits Table

    *Plan is currently inactive Employment, Change of Control and Other Agreements 2024 Proxy Statement 78 16 Includes outstanding performance share units as of December 31, 2023. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2023, the Compensation Committee was comprised of John J. Amore, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Hazel McNeilage and Roger M. Singer, all of whom are Non- Employee Directors of the Company and none of whom is or has been an officer of the Company. No Compensation Committee interlocks existed during 2023. Compensation Committee Interlocks and Insider Participation 2024 Proxy Statement 79 PROPOSAL NO. 2—APPOINTMENT OF INDEPENDENT AUDITORS The Board recommends that you vote FOR the appointment of KPMG, an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2024 and the authorization of the Board acting by the Audit Committee of the Board to determine the independent auditor’s remuneration. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. The Audit Committee has evaluated the qualifications and independence of KPMG and has recommended their appointment as the Company’s independent auditor for the fiscal year ending December 31, 2024. In making its recommendation, the Audit Committee has reviewed both the audit scope and estimated fees for professional services for the coming year. Representatives of KPMG will be present at the 2024 Annual General Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders. On June 2, 2023, the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company completed a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Following that process, on June 2, 2023, the Company informed PricewaterhouseCoopers LLP (“PwC”) that it was being dismissed as the Company’s independent registered public accounting firm for the 2024 fiscal year. PwC continued as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The reports of PwC on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2022 and December 31, 2021, and during the subsequent interim period through June 2, 2023, there were (1) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC would have caused PwC to make reference to the subject matter of the disagreements in connection with its reports, and (2) no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K. The Company provided PwC with a copy of its disclosures prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that PwC furnish the Company with a letter addressed to the SEC stating whether or not PwC agrees with the above statements. The letter from PwC was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023. Proposal No. 2 – Appointment of Independent Auditors 2024 Proxy Statement 80 PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board recommends that you vote FOR the non-binding advisory approval of the Named Executive Officers’ compensation. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. Proxies given by beneficial holders to shareholders of record may not be so voted unless beneficial holders specify a vote in their proxies. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement in accordance with the rules of the SEC. As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis”, the Company’s executive compensation program is designed to attract, reward and retain talented executives whose abilities are critical to the success of the Company and its long-term goals of profitability and strong shareholder returns. Please read the “Compensation Discussion and Analysis” discussion for additional details about our executive compensation programs, including information about the fiscal year 2023 compensation of our Named Executive Officers. Shareholders are being asked to indicate their support for the Company’s Named Executive Officer compensation as described in this Proxy Statement, which includes the “Compensation Discussion and Analysis” section and the compensation tables and related narrative disclosure. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board recommends that you vote “FOR” on an advisory basis the compensation of the Named Executive Officers. You have the opportunity to vote for, against or abstain from voting on the following resolution related to executive compensation: RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. The say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the Board. However, the Board and the Compensation Committee value the opinions of the Company’s shareholders and will review the voting results and consider shareholder concerns. Proposal No. 3 - Non-Binding Advisory Vote on Executive Compensation 2024 Proxy Statement 81 MISCELLANEOUS—GENERAL MATTERS Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, as well as persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company’s review of the copies of the forms it has received and representations that no other reports were required, the Company believes that all of its executive officers and directors have filed with the SEC on a timely basis all required Forms 3, 4 and 5 with respect to transactions during fiscal year 2023. Shareholder Proposals for the 2025 Annual General Meeting of Shareholders To be considered for inclusion in the Company’s Proxy Statement and Proxy Card relating to the 2025 Annual General Meeting of Shareholders, a shareholder proposal must be received by the Secretary of the Company in proper form at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, no later than

  70. 2023 Pension Benefits Table

    December 16, 2024. If the shareholder proposal relates to a nomination for director, then the proposal must be made in accordance with the procedures set forth in Bye-law 12 and discussed in the section titled “Nominating and Governance Committee.” This Bye-law is available on the Company’s website or by mail from the Corporate Secretary’s office. Proxy Solicitations The expense of this proxy solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited in person or by telephone, facsimile or mail by directors or officers who are employees of the Company without additional compensation. Georgeson LLC will provide solicitation services to the Company for a fee not to exceed $9,000 plus out-of-pocket expenses. The firm will solicit proxies by personal interview, telephone, facsimile and mail. The Company will, on request, reimburse shareholders of record who are brokers, dealers, banks or voting trustees, or their nominees, for their reasonable expenses in sending proxy materials and annual reports to the beneficial owners of the shares they hold of record. Transfer Agent and Registrar The Company has appointed Computershare Trust Company, N.A. to serve as transfer agent, registrar and dividend paying agent for the Common Shares. Correspondence relating to any share accounts or dividends should be addressed to: Computershare Investor Services P.O. BOX 43006 Providence, RI 02940-3006 Overnight correspondence should be sent to: Computershare Investor Services 150 Royall St., Suite 101 Canton, MA 02021 (877) 373-6374 (Shareholder Services – Toll Free) (781) 575-2725 (Shareholder Services) All transfers of certificates for Common Shares should also be mailed to the above address. By Order of the Board of Directors Juan C. Andrade President & CEO April 12, 2024 Miscellaneous – General Matters 2024 Proxy Statement 82 Seon Place, 4th Floor 141 Front Street Hamilton, HM 19 Bermuda \