DEF 14A of Everest Group, Ltd., Apr 11, 2025

DEF 14A of Everest Group, Ltd.

Filed Apr 11, 2025 · FY20240001095073-25-000035

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Committee Membership | | | | | | | | Name | Age | Director Since | AC | CC | EC | IPC | NGC | RMC | TCC | | John J. Amore IND | 76 | 2012 | • | • | | | CHAIR | • | | | William F. Galtney Jr. IND | 72 | 1996 | • | • | • | | • | CHAIR | | | John A. Graf IND | 65 | 2016 | • | • | | CHAIR | • | | • | | Meryl Hartzband IND | 70 | 2019 | CHAIR | • | | • | • | | • | | John Howard IND | 58 | 2025 | • | • | | | • | | | | Gerri Losquadro IND | 74 | 2014 | • | CHAIR | | | • | • | | | Hazel McNeilage IND | 68 | 2022 | • | • | | | • | • | CHAIR | | Roger M. Singer IND | 78 | 2010 | • | • | | | • | | | | Jim Williamson President and CEO | 51 | 2025 | | | • | • | | • | • |

  3. Information Concerning Director Nominees

    Information Concerning Director Nominees Each nominee’s biography below includes a summary of the key skills and experience of such nominee that contribute to the director’s ability to effectively oversee the Company and act in the long-term best interests of shareholders.

  4. JOHN J. AMORE

    JOHN J. AMORE Age: 76 Director Since: September 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 •Human Capital Management •International •Risk Management •Regulatory •Claims •Sustainability Background: Mr. Amore retired in 2010 from the Group Executive Committee of Zurich Financial Services Group, now known as Zurich Insurance Group, Ltd. (“Zurich”), for which he continued to act as a consultant through 2012. From 2004 through 2010, he served as CEO of Zurich’s Global General Insurance business segment after having served as CEO of Zurich’s North America Corporate business division from 2001 through 2004. He became CEO of Zurich U.S. in 2000, having previously served as CEO of the Zurich U.S. Specialties business unit. Before joining Zurich in 1992, he was Vice Chairman of Commerce and Industry Insurance Company, a subsidiary of American International Group, Inc. (“AIG”). Mr. Amore served as a delegate for the Geneva Association and is an Overseer Emeritus of the Board of Overseers for the School of Risk Management, Insurance and Actuarial Science at St. John’s University in New York. 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. 2025 Proxy Statement 9 Proposal No. 1 — Election of Directors WILLIAM F. GALTNEY JR. Age: 72 Director Since: March 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 •Regulatory •International •Claims •Marketing and Branding Background: Mr. Galtney served as a director of Everest Reinsurance Holdings, Inc. (“Everest Holdings”), which is now a subsidiary of the Company, from March 1996 to February 2000. Thereafter he became a director of the Company upon the restructuring of Everest Holdings. Since April 1, 2005, he has been President and CEO of Galtney Group, Inc., a property and casualty healthcare insurance and reinsurance broker. Prior thereto, he was President (from June 2001 until December 31, 2004) and Chairman (until March 31, 2005) of Gallagher Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of Arthur J. Gallagher & Co. (“Gallagher”). From 1983 until its acquisition by Gallagher in June 2001, Mr. Galtney was the Chairman and CEO of Healthcare Insurance Services, Inc. (predecessor to GHIS), a managing general and surplus lines agency previously indirectly owned by The Galtney Group, Inc. 10 2025 Proxy Statement Proposal No. 1 — Election of Directors

  5. JOHN A. GRAF

    JOHN A. GRAF Age: 65 Director Since: May 2016 Independent Committees: •Audit •Compensation •Nominating and Governance •Investment Policy (Chair) •Technology and Cyber 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. Mr. Graf also serves on the Board of ALM First Financial, a financial services and organization performance company. Until December 2015, he served as a non-executive director of QBE Insurance Group Limited where he chaired the Investment and Personnel Committees. In 2005, he served as Chairman, CEO and President of AXA Financial, Inc. where he also served as Vice Chairman of the Board and President and Chief Operating Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY Life Insurance Company. From 2001 through 2004 he was the Executive Vice President of Retirement Savings at AIG, as well as Vice Chairman and member of the Board of Directors of AIG, SunAmerica, following AIG’s acquisition of American General Corporation in 2001, where he served as Vice Chairman. 2025 Proxy Statement 11 Proposal No. 1 — Election of Directors

  6. MERYL HARTZBAND

    MERYL HARTZBAND Age: 70 Director Since: May 2019 Independent Committees: •Audit (Chair) •Compensation •Investment Policy •Nominating and Governance •Technology and Cyber Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Investments •International •Mergers and Acquisitions •Corporate Governance •Business Operations •Regulatory •Risk Management Background: Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital (“Stone Point”), where she also served as the firm’s Chief Investment Officer. Previously, from 1982 to 1999, she served as Managing Director at J.P. Morgan & Co., specializing in private equity investments in the financial services industry. Ms. Hartzband currently serves on the Board of Directors at Conning Holdings, Ltd., a global investment management firm with $214 billion in assets under management, Generali Investment Holdings, a holding company for various asset management firms, and Octagon Credit Investors, LLC, a CLO manager with $34 billion in assets under management. She formerly served on the Board of Directors of Greenhill & Co. (which was acquired by Mizuho Financial Group, Inc. in November 2023). She has previously been a director at The Navigators Group, Inc., Travelers Property Casualty Corp., AXIS Capital Holdings Limited, ACE Limited and numerous portfolio companies of Stone Point. Ms. Hartzband holds a Bachelor of Arts degree with honors from Cornell University College of Arts and Sciences and a Master of Business Administration with honors in Finance from Columbia Graduate School of Business. 12 2025 Proxy Statement Proposal No. 1 — Election of Directors

  7. JOHN HOWARD

    JOHN HOWARD Age: 58 Director Since: March 2025 Independent Committees: •Audit •Compensation •Nominating and Governance Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Finance and Accounting •Corporate Governance •Business Operations •Mergers and Acquisitions •Risk Management •Claims •Investments Background: Mr. Howard retired as CEO of Truist Insurance Holdings (“TIH”) in 2025 and currently serves as Vice Chair of TIH, and as a member of TIH’s Board of Managers. Starting in September 2004, Mr. Howard served in several senior executive positions at TIH and its predecessors and subsidiaries, including President, Insurance Services at BISYS Group, Inc., President and Chief Executive Officer at Crump Group, Inc. and Senior Executive Vice President of Truist Financial Corporation. Prior to that, Mr. Howard served in executive leadership positions at Prudential Financial, Inc., Conseco, Inc. and General Electric Company. He currently serves on the Board of Directors of Compre Group, a privately held global specialty reinsurance company. He also serves on the Insurance Policy Committee of the Board of Governors of the Federal Reserve System, the Council of Insurance Agents and Brokers, The Institutes and the Maurice R. Greenberg School of Risk Management, Insurance, and Actuarial Science at St. John’s University. Mr. Howard holds a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Duke University, Fuqua School of Business. 2025 Proxy Statement 13 Proposal No. 1 — Election of Directors

  8. GERRI LOSQUADRO

    GERRI LOSQUADRO Age: 74 Director Since: May 2014 Independent Committees: •Audit •Compensation (Chair) •Nominating and Governance •Risk Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •Corporate Governance •Finance and Accounting •Human Capital Management •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, where she was 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. 14 2025 Proxy Statement Proposal No. 1 — Election of Directors

  9. HAZEL MCNEILAGE

    HAZEL MCNEILAGE Age: 68 Director Since: November 2022 Independent Committees: •Audit •Compensation •Nominating and Governance •Risk •Technology and Cyber (Chair) Qualifications and Skills: •Executive Leadership •Insurance/Reinsurance Industry Experience •International Experience •Life Insurance Industry Experience •Information Technology/Cybersecurity •Finance and Accounting •Human Capital Management •Investments •Corporate Governance •Business Operations •Regulatory •Risk Management •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 as an independent non-executive director and Chair of the Human Capital & Compensation Committee of Reinsurance Group of America (“RGA”). She also serves on the boards of directors of RGA’s Bermuda based subsidiaries, RGA Americas Reinsurance Company Ltd. and RGA Global Reinsurance Company Ltd. Ms. McNeilage serves on the board of trustees and as Chair of the Finance and Investment Committee at Scholarship America. She was formerly a director of AITi Global, previously Alvarium Tiedemann Holdings and on the advisory board of 9th Gear Technologies. Ms. McNeilage is a Fellow of both the Institute and Faculty of Actuaries (UK) and the Institute of Actuaries of Australia. She earned certificates from Carnegie Mellon University and Harvard University in cybersecurity, a certificate from Massachusetts Institute of Technology in artificial intelligence, and she is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. McNeilage earned a Bachelor of Science (Hons) degree from the University of Lancaster, England. 2025 Proxy Statement 15 Proposal No. 1 — Election of Directors

  10. ROGER M. SINGER, INDEPENDENT LEAD DIRECTOR

    ROGER M. SINGER, INDEPENDENT LEAD DIRECTOR Age: 78 Director Since: February 2010 Independent Lead Director since: 2022 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. 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. 16 2025 Proxy Statement Proposal No. 1 — Election of Directors

  11. 2024 Director Compensation Table

    2024 Director Compensation Table

  12. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(2) | Share Awards(3) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(4)(5) | Total | | John J. Amore | $125,000 | $325,932 | - | - | $14,206 | $465,138 | | William F. Galtney Jr. | $125,000 | $325,932 | - | - | $14,206 | $465,138 | | John A. Graf | $125,000 | $325,932 | - | - | $14,206 | $465,138 | | Meryl Hartzband | $125,000 | $325,932 | - | - | $14,206 | $465,138 | | Gerri Losquadro | $125,000 | $325,932 | - | - | $14,206 | $465,138 | | Hazel McNeilage | $125,000 | $325,932 | - | - | $13,997 | $464,929 | | Roger M. Singer | $125,000 | $325,932 | - | - | $24,206 | $475,138 | | Joseph V. Taranto | $425,000 | $325,932 | - | - | $14,206 | $765,138 |

  13. 2024 Director Compensation Table

    (2)For their Board services in 2024, all of the directors elected to receive their retainer in cash except for Ms. Hartzband, who received 324 shares in compensation for her services. (3)The amount shown is the aggregate grant date fair value of the 2024 grant computed in accordance with FASB Statement Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair market value (the average of the high and low of the Company’s stock price on the NYSE on the date of grant) (“FMV”) and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024. Each of the Non-Employee Directors was awarded 888 restricted shares on February 29, 2024 at a fair market value of $367.04 per share. (4)Dividends paid on each director’s restricted shares. For Mr. Singer, this amount also includes $10,000 in director fees for meetings attended as a director of both Bermuda Re and International Re. (5)As of December 31, 2024, each director held the following number of outstanding restricted shares: Mr. Amore, 1,833; Mr. Galtney 1,833; Mr. Graf, 1,833; Ms. Hartzband, 1,833; Ms. Losquadro, 1,833; Ms. McNeilage, 1,806; Mr. Singer, 1,833; and Mr. Taranto, 1,833. 40 2025 Proxy Statement Executive Officers EXECUTIVE OFFICERS

  14. Components of the Company’s Compensation Program

    | | Short Term | Compensation Component* | Description | Key Features | | | | | Fixed component of compensation intended to attract and retain top talent | Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance | | At-Risk Pay | | | Performance goals established at the beginning of each fiscal year that support long-term growth and operational efficiencies Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors | For 2024, the maximum potential cash bonus was tied to Adjusted Net Operating Income ROE, as defined below (60% weighting); final awards also consider achievement of individual goals (40% weighting) All applicable NEOs were selected as participants in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2024 with the maximum bonus potential available for award to any participant in the Executive Incentive Plan not to exceed $3.5 million. | | | 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 Net Operating Income ROE and annual TSR against target, measured annually, as well as TSR relative to our peer group over a three-year period, measured cumulatively. For 2024, payouts ranged 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. |

  15. The Role of Peer Companies and Benchmarking

    The Role of Peer Companies and Benchmarking The Compensation Committee identified a peer group comprised of companies in our industry for purposes of benchmarking and evaluating the competitiveness of our pay levels and compensation packages for our Named Executive Officers. In determining the final composition of the peer group, the Compensation Committee selected publicly traded, comparably-sized insurers and reinsurers that directly compete with the Company for business and talent. 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 target compensation levels that it believes are commensurate with the Company’s performance. Although the Compensation Committee did not set compensation components to meet specific benchmarks, it did utilize the peer group compensation data in determining relative performance against targets for applicable incentive compensation metrics. Further, the Compensation Committee utilized such peer group metrics in setting Named Executive Officer targets for fiscal year 2024. 50 2025 Proxy Statement The Company’s Compensation Philosophy and Objectives

  16. The Role of Peer Companies and Benchmarking

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

  17. The Role of Peer Companies and Benchmarking

    For 2024, the Compensation Committee selected the following companies to serve as our pay level peer group:

  18. The Role of Peer Companies and Benchmarking

    | AIG | Cincinnati Financial | Markel | | Arch Capital | CNA Financial | Renaissance Re | | Axis Capital | Hanover Insurance | W.R. Berkley | | Chubb | The Hartford | |

  19. Base Salary and Bonus Determinations

    Base Salary and Bonus Determinations The base salaries of our Named Executive Officers are determined by the Compensation Committee, established upon hire or assignment date and reconsidered annually or as responsibilities change. In setting an executive’s initial base salary, the Compensation Committee considers the executive’s abilities, qualifications, accomplishments and prior experience. The Compensation Committee also considers base salaries of similarly situated executive officers in its identified peer companies when assessing competitive conditions in the industry. Subsequent adjustments to the executive’s base salary in the form of annual raises or upon renewal of an employment agreement take into account the executive’s prior performance, the financial performance of the Company and the executive’s contribution to the Company’s performance over time, as well as competitive conditions in the industry. In 2024, Mr. Williamson’s base salary was increased to reflect his new responsibilities as leader of both reinsurance and insurance businesses.

  20. Base Salary and Bonus Determinations

    | Named Executive Officer | 2023 Salary | 2024 Salary | Percentage Change | | Juan C. Andrade | $1,250,000 | $1,250,000 | —% | | Mark Kociancic | $900,000 | $900,000 | —% | | Jim Williamson | $840,000 | $900,000 | 7.1% | | Mike Karmilowicz | $800,000 | $800,000 | —% | | Ricardo Anzaldua | $680,000 | $680,000 | —% |

  21. Incentive Based Bonus Plans

    Incentive Based Bonus Plans In connection with fiscal year 2024 performance, the Company awarded annual performance-based cash bonuses to the applicable Named Executive Officers pursuant to the Executive Performance Annual Incentive Plan (also referred to in this Proxy Statement as the Executive Incentive Plan).

  22. Executive Performance 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. In February 2024, the Compensation Committee selected Messrs. Andrade, Anzaldua, Karmilowicz, Kociancic and Williamson to become participants in the Executive Incentive Plan for 2024. 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 participant based on achievement of specific performance criteria, chosen from among the performance criteria set forth in the Executive Incentive Plan, that closely align Company financial performance to long-term shareholder value creation. The Compensation Committee may exercise discretion and award an amount that is less than the potential maximum amount to reflect actual corporate, business unit and individual performance. The Executive Incentive Plan provides for a bonus cap pursuant to which the maximum potential bonus for each of the CEO and any other participant (1) Adjusted Net Operating Income ROE (also referred to herein as Adjusted Operating ROE) is a non-GAAP measure that adjusts actual Net Operating Income 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. Please see Appendix A for more information and available reconciliations of non- GAAP measures. 2025 Proxy Statement 51 The Company’s Compensation Philosophy and Objectives in the Executive Incentive Plan cannot exceed $3.5 million. In 2024, for Messrs. Kociancic, Williamson, Karmilowicz and Anzaldua, their maximum was further limited to 200% of their respective base salaries, subject to the foregoing $3.5 million cap. In 2025, the maximum bonus payout under the Executive Incentive Plan will change (i) for Mr. Williamson, to 140% of his target incentive bonus and (ii) for Messrs. Kociancic and Anzaldua, to 200% of their respective target incentive bonuses, in each case, subject to the foregoing $3.5 million cap. Subject to the foregoing maximums, the Compensation Committee determined the total bonus amounts for Messrs. Andrade, Kociancic, Williamson, Karmilowicz and Anzaldua for 2024 would be based on two independent performance criteria: (1) Company financial performance (60% weighting) and (2) individual performance (40% weighting). For each of the NEOs, the Compensation Committee established full-year operating plan ROE targets for the Company as the financial performance criteria to be applied in connection with a portion of their bonus compensation. Further, the Compensation Committee considers 60% of the potential maximum bonus eligible to be earned based on tiered Company Adjusted Net Operating Income ROE(1) results above and below the set operating plan ROE target. The Compensation Committee separately considers the remaining 40% of the potential maximum bonus eligible to be earned by each participant based upon successful achievement of individual, generally non-financial, goals established for such participant. Consideration of individual performance is done to acknowledge that the property and casualty (re)insurance business is a risk-based endeavor where a company’s financial results in any one financial year may be impacted by exogenous factors beyond employees’ control, 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 may include, but are not limited to, factors that may be applicable to each NEO, such as demonstrated leadership, risk management and loss mitigation protection practices, strategic goal setting, performance against annual operating plan, capital management, strategic expansion initiatives, demonstrating our cultural values and behaviors and growing Everest’s investor base. Finally, the 40% qualitative element also allows the Compensation Committee broad discretion to consider market performance measures, such as TSR, as part of executive performance without setting a specific performance target. This balanced approach allows the Company to remain competitive and foster retention of high-performing Named Executive Officers. Further, the Compensation Committee is not bound to any minimum bonus amount and retains discretion to scale the payments below the potential maximum bonus and to award no cash bonus to any Named Executive Officer. The Compensation Committee in February 2024 selected Messrs. Andrade, Kociancic, Williamson, Karmilowicz and Anzaldua to participate in the Executive Incentive Plan for fiscal year 2024, which tied their maximum potential bonus awards to the performance criteria as described in more detail below.

  23. 2024 Incentive-based Bonus Targets and Awards

    2024 Incentive-based Bonus Targets and Awards

  24. 2024 Incentive-based Bonus Targets and Awards

    | Named Executive Officer | Target Incentive Bonus (% Base Salary) | Target Incentive Bonus | Plan Maximum Incentive Bonus | Actual Bonus Award | | Juan C. Andrade | 220% | $2,750,000 | $3,500,000 | $0 | | Mark Kociancic | 140% | $1,260,000 | $1,800,000 | $903,300 | | Jim Williamson | 140% | $1,260,000 | $1,800,000 | $903,300 | | Mike Karmilowicz | 140% | $1,120,000 | $1,600,000 | $1,120,000 | | Ricardo Anzaldua | 140% | $952,000 | $1,360,000 | $682,493 | | TOTAL | | $7,342,000 | $10,060,000 | $3,609,093 |

  25. 2024 Incentive-based Bonus Targets and Awards

    Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he did not receive a bonus payment for fiscal year 2024. Mr. Karmilowicz received an incentive bonus payout based on target performance as a result of his resignation for Good Reason (as defined in his Amended and Restated Employment Agreement). Based on actual Adjusted Net Operating Income ROE of 8.7% in 2024, Messrs. Kociancic, Williamson and Anzaldua received actual bonus awards below target. For a more detailed discussion of Company performance, each NEO’s performance and the actual incentive cash bonus awarded for 2024, please see the “Incentive Cash Bonus” section below. 52 2025 Proxy Statement The Company’s Compensation Philosophy and Objectives

  26. Long-Term Compensation Determinations

    Long-Term Compensation Determinations The second component of the Company’s executive compensation plan is premised on a strategic view of compensation. This long-term compensation component is achieved through the 2020 Stock Incentive Plan. Awards under the 2020 Stock Incentive Plan are generally intended to reinforce management’s long-term emphasis on corporate performance, provide an incentive for key executives to remain with the Company for the long term and provide a strong incentive for employees to work to increase shareholder value by aligning employees’ interests with those of the shareholders. Equity awards granted to the NEOs in 2024, 2023 and 2022, 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. The Company does not currently grant stock options and there is no policy or practice on the timing of awards of options in relation to the disclosure of material non-public information.

  27. 2024 Stock Targets* and Awards

    | Named Executive Officer | Stock Target (% Base Salary) | Restricted Stock Target Award | Performance-Share Units Target Award | | Juan C. Andrade | 500% | $3,000,113 | $3,000,113 | | Mark Kociancic | 217% | $1,370,171 | $675,108 | | Jim Williamson | 217% | $1,340,240 | $660,328 | | Mike Karmilowicz | 160% | $938,205 | $462,266 | | Ricardo Anzaldua | 160% | $777,095 | $383,190 | | TOTAL | | $7,425,824 | $5,181,005 |

  28. Performance Share Units

    Performance Share Units The Compensation Committee grants annual performance-based equity awards to Named Executive Officers in the form of performance share units (“PSUs”) that can be earned only upon the achievement of certain Company financial metrics. The performance metrics are measured over three one-year performance periods based on annual goals and on goals measured cumulatively over a three-year performance period. At fiscal year-end 2024, we completed the third and final year of the PSU performance period for our 2022 awards, the second year of the PSU performance period for our 2023 awards and the first year of the PSU performance period for our 2024 awards. For the 2022, 2023 and 2024 PSUs, the performance periods were January 1, 2022 through December 31, 2024, January 1, 2023 through December 31, 2025 and January 1, 2024 through December 31, 2026, respectively. Each PSU gives the recipient the right to receive up to 1.75 shares upon settlement at the end of the three-year performance period depending on the level of achievement of certain financial performance targets. For the 2022, 2023 and 2024 PSUs, the shares represented by the PSUs are earned only upon the satisfactory achievement of three metrics: cumulative TSR growth measured against peers over a three-year period, annual Net Operating Income Return on Equity and TSR, each measured against targets set by the Compensation Committee. The Compensation Committee elected to use TSR as one of the financial metrics for the PSUs because this metric correlates with long-term shareholder value. TSR 2025 Proxy Statement 53 The Company’s Compensation Philosophy and Objectives is defined as the annual growth in book value per common share outstanding (excluding Unrealized Gains and Losses on Fixed Maturity, available for sale Investments) plus dividends per share. Net Operating Income ROE, for purposes of PSU awards, is defined as after-tax net operating income divided by average adjusted shareholders’ equity. In setting the target metric for the 2024 performance year, net operating income equals the Company’s net income/(loss), excluding after-tax net gains/(losses) on investments and after-tax 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 Net Operating Income ROE as one of the financial metrics for the PSUs because this metric correlates closely with shareholder value over both intermediate and longer-term periods and is a widely-used financial metric in the insurance and reinsurance industry for assessing company performance. The tables below set forth the 2022, 2023 and 2024 PSU Target Awards for each NEO and performance measures.

  29. Performance Share Units

    | Target Awards for Named Executive Officers | | | | | | | Performance Year | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Ricardo Anzaldua | | 2022 PSUs | 7,050 | 1,755 | 1,410 | 1,340 | — | | 2023 PSUs | 6,215 | 1,335 | 1,100 | 1,050 | — | | 2024 PSUs | 8,119 | 1,827 | 1,787 | 1,251 | 1,037 |

  30. Performance Share Units

    | 2022 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Net Operating Income 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% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target Growth | 0% | 25% | 100% | 175% | | TSR | 25.0% | 2022 | 13% | <8.0% | 8.0% | 13.0% | >=18.0% | | | | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | 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 |

  31. Performance Share Units

    54 2025 Proxy Statement The Company’s Compensation Philosophy and Objectives

  32. Performance Share Units

    | 2023 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Net Operating Income ROE | 50% | 2023 | 13.5%-14.5 % | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25% | 2023 | 13.5%-14.5% | <6.0% | 6.0% | 13.5%-14.5% | >=20.0% | | | | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in TSR Compared to Peers | 25% | 2023-2025 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  33. Performance Share Units

    | 2024 PSU Target Measures | | | | | | | | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target ROE | 0% | 25% | 100% | 175% | | Net Operating Income ROE | 50% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Year | Target TSR | 0% | 25% | 100% | 175% | | TSR | 25% | 2024 | 17.0% | <8.0% | 8.0% | 17.0% | >=25.0% | | | | | | Award Multiplier | | | | | | Weight | Performance Period | Target | 0.0% | 25% | 100% | 175% | | 3Yr Relative Change in TSR Compared to Peers | 25% | 2024-2026 | Median | <25th %tile | 25th %tile | Median | >=75th %tile |

  34. Performance Share Units

    As displayed above, the portions of the 2022, 2023 and 2024 PSU grants that are subject to the Net Operating Income ROE financial metric (50% for the 2022, 2023 and 2024 PSUs) are eligible to be earned annually in one-third tranches over the three-year performance period based upon target Net Operating Income ROE figures determined by the Compensation Committee annually. In setting the 2024 Net Operating Income ROE target, the Compensation Committee considered the Company’s 2024 operating business plan reflecting management’s view of market conditions, modeled expected results, business mix and product diversification. For the 2024 annual performance period, the Compensation Committee set a target Net Operating Income ROE of 17.0%, with one-third of the applicable Named Executive Officers’ 2022, 2023 and 2024 PSUs eligible to be earned under the Net Operating Income ROE metric as measured by the Company’s full-year performance from January 1, 2024 through December 31, 2024. Earn-outs between the performance levels are determined by straight-line interpolation. 2025 Proxy Statement 55 The Company’s Compensation Philosophy and Objectives The tables below set forth the amount of 2022 PSUs eligible to be earned to date by each applicable NEO based upon Net Operating Income ROE. The earn-out reflects the percentage of the total target award that can be earned in any one performance period, which is one-third of 50% (i.e., 16.7%) of the NEO’s total PSU target award for the 2022, 2023 and 2024 PSUs. The number of shares actually earned is calculated by applying the target award multiplier based upon the Company’s full year performance: 2022 PSU ROE Grant

  35. Performance Share Units

    | Net Operating Income ROE | | | | | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Ricardo Anzaldua | | | | | | | Target Award | | | | | | | | | | | 7,050 | 1,755 | 1,410 | 1,340 | — | | | Target Goal | Actual | Weight % | Target Multiplier (% of Target) | Earned PSUs | | | | | | 2022 Period | 12.4% | 10.6% | 16.7% | 80.7% | 0 | 236 | 190 | 181 | — | | 2023 Period | 13.5%-14.5% | 18.7% | 16.7% | 157.3% | 0 | 460 | 370 | 352 | — | | 2024 Period | 17.0% | 9.0% | 16.7% | 33.3% | 0 | 98 | 79 | 75 | — |

  36. Performance Share Units

    All earned shares resulting from achievement of the metrics herein are delivered to the participant upon the Compensation Committee’s confirmation of the final earned amounts at the end of the 2022 PSUs respective three-year performance periods. Since Mr. Anzaldua joined the Company in June 2023, he did not receive the 2022 PSU grant. Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he forfeited PSUs and RSU shares scheduled to vest thereafter. 2022 PSUs TSR Against Target Grant For the 2022 PSU grant, for which performance was completed in 2024, the Compensation Committee used TSR measured against targets selected by the Compensation Committee as a metric. The TSR award metrics determined by the Compensation Committee in February 2025 are as follows:

  37. Performance Share Units

    | 2022 TSR Award | | | | | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Ricardo Anzaldua | | | | | | | Target Award | | | | | | | | | | | 7,050 | 1,755 | 1,410 | 1,340 | — | | | Target | Actual | Weight % | Award Multiplier (% of Target) | Earned PSUs | | | | | | 2022 Period | 13.0% | 5.4% | 8.3% | 0% | 0 | 0 | 0 | 0 | — | | 2023 Period | 13.5%-14.5% | 21.3% | 8.3% | 175% | 0 | 256 | 206 | 196 | — | | 2024 Period | 17.0% | 9.2% | 8.3% | 35.0% | 0 | 52 | 42 | 40 | — |

  38. Performance Share Units

    Since Mr. Anzaldua joined the Company in June 2023, he did not receive the 2022 PSU grant. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and RSU shares scheduled to vest thereafter. 56 2025 Proxy Statement The Company’s Compensation Philosophy and Objectives 2022-2024 PSUs TSR Against Peers Grant The PSU awards eligible to be earned based on the TSR are benchmarked against the percentage change in TSR of a selected peer group, as measured cumulatively from January 1, 2022 through December 31, 2024 for the 2022 PSUs. For the 2022 PSU awards, the Compensation Committee determined that the following companies would serve as the peer group:

  39. Performance Share Units

    | Alleghany | Cincinnati Financial | Markel | | Arch Capital | Hanover Insurance | Renaissance Re | | Axis Capital | The Hartford | W.R. Berkley | | Chubb | | |

  40. Performance Share Units

    Companies that are no longer listed on a public exchange (e.g., due to acquisition or merger) during a measurement period are omitted from the cumulative percentage change in TSR benchmarking for the entire related measurement periods. Earn-outs between target levels for PSUs subject to the percentage change in TSR metric are also determined by straight-line interpolation and will be certified by the Compensation Committee for eligibility at the end of the 2022 PSU three-year performance periods. For the 2022 PSUs, the percentage change in TSR metrics determined by the Compensation Committee in 2025 are as follows:

  41. Performance Share Units

    | 2022 PSU Relative Change to TSR against Peers | | | | | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Ricardo Anzaldua | | | | | | | Target Award | | | | | | | | | | | 7,050 | 1,755 | 1,410 | 1,340 | — | | | Weight | Earn Out % | Actual Performance | Award Multiplier (% of Target) | Earned PSUs | | | | | | 2022-2024 Period | 25.0% | 25.0% | 56th percentile | 118% | 0 | 518 | 416 | 396 | - |

  42. Performance Share Units

    Since Mr. Anzaldua joined the Company in June 2023, he did not receive the 2022 PSU grant. Due to Mr. Andrade’s resignation from the Company effective January 5, 2025, he forfeited PSUs and RSU shares scheduled to vest thereafter. As a result, the total 2022 PSUs earned, taking into account satisfactory achievement of the three financial performance metrics is as follows:

  43. Performance Share Units

    | | Juan C. Andrade | Mark Kociancic | Jim Williamson | Mike Karmilowicz | Ricardo Anzaldua | | 2022 PSU Target Award | 7,050 | 1,755 | 1,410 | 1,340 | — | | Total 2022-2024 Net Operating Income ROE PSUs Earned | 0 | 794 | 639 | 608 | — | | Total 2022-2024 TSR PSUs Earned | 0 | 308 | 248 | 236 | — | | Total Relative TSR PSUs Earned | 0 | 518 | 416 | 396 | — | | Total PSUs Earned | 0 | 1,620 | 1,303 | 1,240 | — |

  44. Performance Share Units

    PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from achievement of the metrics are delivered to the participant upon confirmation by the Compensation Committee of the final earned amounts at the end of the PSUs three-year performance period. Due to Mr. Andrade’s resignation from the Company, effective January 5, 2025, he forfeited PSUs and RSU shares scheduled to vest thereafter. Mr. Anzaldua joined the Company in 2023, so he did not receive a 2022 PSU award. 2025 Proxy Statement 57 The Company’s Compensation Philosophy and Objectives

  45. Financial Performance Measures Linking CEO and NEO Compensation to

    Financial Performance Measures Linking CEO and NEO Compensation to

  46. Company Performance in 2024

    Company Performance in 2024 When analyzing the performance and considering the overall compensation of our Named Executive Officers, the Compensation Committee reviews the Company’s operational, strategic and financial performance over the short and the long term. As noted above, in linking executive pay to Company performance, the Compensation Committee selected the key Company financial performance metrics of annual Adjusted Net Operating Income ROE in the annual incentive cash bonus and Net Operating Income ROE and TSR for the performance share unit 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. In 2024, Everest took decisive action to improve the portfolio and to address the impact of social inflation and legal system abuse on the North American Casualty insurance business, including aggressive underwriting and strengthening its reserves to position the Company for sustainable profitability. The Company also improved the financial performance of the Reinsurance business amidst elevated catastrophe activity, grew its net investment income by over $500 million and raised its quarterly common stock dividend. Everest delivered financial results in line with a continuing focus on prudent risk management, disciplined underwriting and efficient capital management. The Compensation Committee took subjective note of executive management’s role in delivering results in 2024.

  47. Summary of Direct Compensation

    | Name | Title/Business Unit | Annual Base Salary | Incentive Cash Bonus | Time-Vested Equity Award | Performance- Based Equity Award | Total Direct Compensation | | Juan C. Andrade | Former President & CEO | $1,250,000 | $0 | $0 | $0 | $1,250,000 | | Mark Kociancic | Executive Vice President and Chief Financial Officer | $900,000 | $903,300 | $1,000,000 | $1,000,000 | $3,803,300 | | Jim Williamson | Executive Vice President and Chief Operating Officer | $900,000 | $903,300 | $1,325,000 | $1,325,000 | $4,453,300 | | Mike Karmilowicz | Former Executive Vice President and Chairman, Everest Global Insurance | $800,000 | $1,120,000 | $0 | $0 | $1,920,000 | | Ricardo Anzaldua | Executive Vice President and General Counsel | $680,000 | $682,493 | $544,000 | $544,000 | $2,450,493 |

  48. Summary of Direct Compensation

    Given the departures of Messrs. Andrade and Karmilowicz, neither of them received 2025 equity awards. The performance-based equity awards granted to the other NEOs in 2025 differ from the PSUs granted in prior years in the following ways: •dividend equivalents will be accrued and paid in proportion to the number of PSUs that actually vest; •PSU vesting will be based on the level of achievement of two equally weighted financial performance measures: Adjusted Net Operating Income ROE and relative change in TSR as compared to a peer group; and •the maximum payout multiplier percentage for PSUs will increase from 175% to 200%. Additionally, beginning in 2025, Named Executive Officers’ long-term incentive compensation is 50% in the form of PSUs that could only be earned upon the satisfaction of specific Company financial performance metrics over a 3-year period and 50% restricted stock. 60 2025 Proxy Statement The Company’s Compensation Philosophy and Objectives

  49. Incentive Cash Bonus

    Incentive Cash Bonus At its February 2024 meeting, the Compensation Committee selected Messrs. Andrade, Kociancic, Williamson, Karmilowicz and Anzaldua to participate in the Executive Incentive Plan for fiscal year 2024. 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 2024, the Compensation Committee adopted the 2024 Adjusted Net Operating Income ROE (as defined above) as the target financial performance metric. After conducting shareholder outreach and considering whether to include multiple financial metrics to measure performance, the Compensation Committee concluded that for (re)insurance companies such as Everest, whose ultimate success in value creation derives from disciplined underwriting, prudent risk management and careful exposure analysis in maximizing capital efficiency, Adjusted Net Operating Income ROE is the key performance indicator that ties each of these value components together. Adjusted Net Operating Income ROE provides a holistic measurement of operating performance because it encompasses the results of key individual performance indicators 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 Adjusted Net Operating Income ROE as the financial performance criterion for non-equity incentive compensation, the Compensation Committee determined that the targets were fair yet demanding in consideration of: •the 2024 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 Net Operating Income ROE. For purposes of this calculation, the Compensation Committee employs a formulaic adjustment to Net Operating Income ROE to more accurately reflect a normalized catastrophe risk management measure over time and evaluate the executive team’s risk mitigation strategies. The formula adjusts Net Operating Income 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 Operating Income ROE that can range widely from a low- single-digit to mid-teens percentage return for a given year based on competitive market factors such as interest rate changes, business mix, market capacity and the impact of alternative capital. Utilizing an adjusted catastrophe loss load in any one year will reflect, over the long term, the performance of the portfolio relative to expected performance and does not overly benefit compensation during benign years of catastrophe activity nor unduly penalize compensation during years of intense activity. This method takes account of the inherent volatility of catastrophe events from year to year and balances it against the normalizing effect of using an average annualized expected incidence of catastrophes over the long term. Consequently, over the long-term, the calculation of incentive compensation will reflect the actual performance of the portfolio relative to its expected performance. 2025 Proxy Statement 61 The Company’s Compensation Philosophy and Objectives

  50. Mr. Andrade’s Annual Cash Incentive Goals and Compensation

    Mr. Andrade’s Annual Cash Incentive Goals and Compensation Mr. Andrade served as the Company’s President and CEO in 2024, with a base salary of $1,250,000. For fiscal year 2024, the Compensation Committee established 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

  51. Mr. Andrade’s Annual Cash Incentive Goals and Compensation

    | Performance Level | Financial Performance Measure (Adjusted Net Operating Income ROE) | Potential Maximum Bonus | | Maximum | >=25.0% | $3.5 million | | Target | 17.0% | 220% of Base Salary | | Threshold | 8.0% | 50% of Base Salary | | Below Threshold | <8.0% | Zero |

  52. Mr. Andrade’s Annual Cash Incentive Goals and Compensation

    Given Mr. Andrade’s resignation from Everest, effective January 5, 2025, he did not receive a bonus payment for 2024 under the Executive Incentive Plan.

  53. Other Named Executive Officers’ Annual Cash Incentive Goals

    Other Named Executive Officers’ Annual Cash Incentive Goals

  54. and Compensation

    | | Bonus Targets for Each NEO | | | | | Mark Kociancic | Jim Williamson | Ricardo Anzaldua | | Maximum (200% of Base Salary) | $1,800,000 | $1,800,000 | $1,360,000 | | Target (140% of Base Salary) | $1,260,000 | $1,260,000 | $952,000 |

  55. and Compensation

    | Performance Level | Financial Performance Measure (Plan Operating ROE) | Potential Bonus for Each NEO (Financial Performance Based Component) | | | | | | | | Mark Kociancic | Jim Williamson | Ricardo Anzaldua | | Maximum | >=25.0% | 60% of 200% of Base Salary | $1,080,000 | $1,080,000 | $816,000 | | Target | 17.0% | 60% of 140% of Base Salary | $756,000 | $756,000 | $571,200 | | Threshold | 8.0% | 60% of 25% of Base Salary | $135,000 | $135,000 | $102,000 | | Below Threshold | <8.0% | Zero | $0 | $0 | $0 |

  56. and Compensation

    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 and received 2024 restricted share awards valued at $1,370,171 and a 2024 PSU award target valued at $675,108. In awarding Mr. Kociancic a cash bonus of $903,300, the Compensation Committee recognized Mr. Kociancic’s leadership in managing the financial functions of the Company, including managing the balance sheet, liquidity and capital position during a rapid period of growth, implementing a global accounting system, driving strategic investment decisions in a dynamic interest rate environment, managing a comprehensive loss reserving strategy, managing investor relations during the on-boarding of a new CEO and advancing expense management initiatives. Mr. Williamson’s Compensation A key member of the Company’s executive team, Mr. Williamson served as the Company’s Group Chief Operating Officer in 2024 with a base salary of $900,000, restricted share awards valued at $1,340,240 and a 2024 PSU award target valued at $660,328. In awarding Mr. Williamson a 7% year over year base salary increase and a cash bonus of $903,300, the Compensation Committee recognized Mr. Williamson’s leadership in 2024 serving as Group Chief Operating Officer and simultaneously as Head of both the Everest Reinsurance and Insurance Divisions. Under Mr. Williamson’s leadership, the Reinsurance business grew gross written premiums and attritional loss ratios improved in 2024. Additionally, in the Insurance business, the global expansion continued and gross written premiums grew on a constant dollar basis year over year. Effective January 5, 2025, Mr. Williamson was appointed Acting CEO of Everest. As previously disclosed on a Current Report on Form 8-K filed with the SEC on January 14, 2025, in recognition of his new responsibilities, Mr. Williamson began receiving an additional $25,000 per month stipend for the period during which he serves as Acting CEO. On January 22, 2025, Mr. Williamson was appointed President and Chief Executive Officer. As disclosed on a Current Report on Form 8-K/A filed with the SEC on March 28, 2025, pursuant to the terms of his Employment Agreement dated March 27, 2025, Mr. Williamson began receiving an annual base salary of $1,250,000, his annual non-equity bonus target percentage changed to 200% of his new base salary and his target value for equity compensation changed to 420% of his base salary. Mr. Anzaldua’s Compensation A key member of the Company’s executive team, Mr. Anzaldua served as the Company’s Executive Vice President and General Counsel with a base salary of $680,000, restricted share awards valued at $777,095 and a 2024 PSU award target valued at $383,190. In awarding Mr. Anzaldua a cash bonus of $682,493, the Compensation Committee 2025 Proxy Statement 63 The Company’s Compensation Philosophy and Objectives recognized Mr. Anzaldua’s leadership in managing the legal function of the Company, including overseeing the build-out of the corporate compliance function, creation of processes and protocols for documenting disclosures, systematizing document management for the legal function, enhancement of corporate governance and procedures to mitigate risk, building out the legal team with top talent and a legal support structure for the expanding international businesses, overseeing legal support of the sale of the US sports and leisure insurance business and managing numerous critical legal matters. Mr. Karmilowicz’s Compensation Mr. Karmilowicz served as the Company’s Executive Vice President and Chairman, Everest Global Insurance in 2024 with a base salary of $800,000 and restricted share awards valued at $938,205 and 2024 PSU award target valued at $462,266. Pursuant to the terms of his Amended and Restated Employment Agreement, Mr. Karmilowicz received a 2024 cash bonus of $1,120,000. Mr. Karmilowicz resigned from the Company for Good Reason (as defined in his Amended and Restated Employment Agreement), and his employment terminated effective March 1, 2025. In connection with his resignation from the Company, Mr. Karmilowicz received the compensation outlined below in the section “Employment, Change of Control and Other Agreements — Mike Karmilowicz.”

  57. Role of the Compensation Consultant

    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 Compensation Committee’s Advisor for part of 2024. Subsequently, the Committee retained Meridian Compensation Partners (“Meridian”) as its consultant. The Advisors were engaged to offer views on: •Evaluation of Executive Compensation Programs •Selection of peer groups •Compensation best practices •Benchmarking data •Director Compensation •Report on trends and developments in executive compensation The Compensation Committee reviews the independence of the Advisors annually in accordance with the six independence factors listed in the NYSE rules to understand the nature and scope of the Advisor’s relationships with Everest’s Board and its executive officers. Based on that review, the Compensation Committee has determined that Mercer and Meridian are independent, and work conducted in 2024 did not raise any conflicts of interest. The foregoing provides a general overview of the Company’s philosophy on executive compensation. The tables contained in the subsequent sections attribute specific dollar values to the various aspects of executive compensation previously discussed. 2025 Proxy Statement 65 Compensation of Executive Officers 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 2024 (collectively, the NEOs). The principal position listed under the name of each executive officer is as of December 31, 2024.

  58. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  59. 2024 Summary Compensation Table

    | | | | | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | | | | Name and Principal Position | Year | Salary | Bonus | Restricted Stock Awards(1) | Performance Share Unit Awards(2) | Non-Equity Incentive Plan Compensation | | All Other Compensation | Total | | Juan C. Andrade Former President & CEO | | | | | | | | | | | | 2024 | $1,250,000 | | $3,000,113 | $3,000,113 | $0 | $— | $689,079 | $7,939,305 | | | 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 | | Mark Kociancic Executive Vice President and Chief Financial Officer | | | | | | | | | | | | 2024 | $900,000 | | $1,370,171 | $675,108 | $903,300 | $— | $387,666 | $4,236,245 | | | 2023 | $894,231 | | $1,181,570 | $510,484 | $1,556,200 | | $374,403 | $4,516,888 | | | 2022 | $875,000 | | $1,059,896 | $529,194 | $1,273,900 | | $376,631 | $4,114,621 | | Jim Williamson Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2024 | $886,154 | | $1,340,240 | $660,328 | $903,300 | $— | $308,832 | $4,098,854 | | | 2023 | $830,770 | | $940,667 | $420,624 | $1,452,500 | | $252,760 | $3,897,321 | | | 2022 | $801,923 | | $851,836 | $425,164 | $1,167,000 | | $284,018 | $3,529,941 | | Mike Karmilowicz Former Executive Vice President and Chairman, Everest Global Insurance | | | | | | | | | | | | 2024 | $800,000 | | $938,205 | $462,266 | $1,120,000 | $— | $275,549 | $3,596,020 | | | 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 | | Ricardo Anzaldua Executive Vice President and General Counsel | | | | | | | | | | | | 2024 | $680,000 | | $777,095 | $383,190 | $682,493 | $— | $240,006 | $2,762,784 |

  60. 2024 Summary Compensation Table

    (1)Amounts shown are the aggregate grant date fair value for restricted awards granted computed in accordance with FASB ASC Topic 718. Restricted share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2024 vest at the rate of 33.333% per year over three years, and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024. Restricted shares are granted on the day that they are awarded 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. (2)Amounts shown are the aggregate grant date fair value for performance share unit awards granted computed in accordance with FASB ASC Topic 718, at the target achievement percentage (100%), and otherwise using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024. The performance achievement factor can range between 0% and 175% of the target grant. If the participants were to have achieved the maximum performance achievement factor, the value of the performance share unit grants would have been as follows: Mr. Andrade, $5,250,197; Mr. Kociancic, $1,181,440; Mr. Williamson, $1,155,574; Mr. Karmilowicz, $808,966; and Mr. Anzaldua, $670,582 (3)None of the named executive officers participated in the qualified and supplemental pension plans, and accordingly there are no values. Earnings on the Supplemental Savings Plan are not included as they are invested in the same investment offerings as the qualified savings plan and are not preferential. 66 2025 Proxy Statement Compensation of Executive Officers For the Named Executive Officers, the 2024 amounts in the All Other Compensation column include:

  61. 2024 Summary Compensation Table

    | | Andrade | Kociancic | Williamson | Karmilowicz | Anzaldua | | Life insurance premiums | $1,188 | $1,188 | $1,188 | $1,188 | $772 | | Employer Matching Contributions (Qualified and Non-qualified) | $37,500 | $27,000 | $26,585 | $24,000 | $20,400 | | Dividends on Restricted Shares | $214,474 | $133,650 | $80,245 | $57,319 | $16,298 | | Employer Discretionary Contribution (Qualified and Non-qualified)(1) | $360,000 | $172,280 | $163,060 | $155,600 | $107,200 | | Umbrella insurance premiums | $580 | $580 | $580 | $580 | $580 | | Travel Allowance | $— | $— | $— | $— | $60,421 | | Car Allowance | $12,000 | $12,000 | $12,000 | $— | $— | | Executive Physical | $5,000 | $5,000 | $— | $5,000 | $5,000 | | Executive Long-Term Disability | $58,336 | $35,967 | $25,174 | $31,861 | $29,335 | | Total: | $689,079 | $387,666 | $308,832 | $275,549 | $240,006 |

  62. 2024 Summary Compensation Table

    (1)Messrs. Andrade, Kociancic, Williamson, Karmilowicz and Anzaldua did not participate in the Retirement Plan or Supplemental Retirement Plan and instead received an additional qualified plan contribution pursuant to the revision of the Company’s Savings Plan. They also received a non-qualified plan contribution.

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information concerning equity and cash awards granted under the Company’s Stock Incentive Plan and the Executive Performance Annual Incentive Plan during 2024 to the Named Executive Officers. 2024 Grants of Plan-Based Awards

  64. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Restricted Stock Awards Number of Shares(2) | Grant Date Fair Value of Stock Awards | | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target(4) | Maximum(5) | | Restricted Stock Awards(3) | PSU Awards(6) | | Juan C. Andrade | 2/28/2024 | | | | 2,030 | 8,119 | 14,208 | 8,119 | $3,000,113 | $3,000,113 | | | — | $625,000 | $2,750,000 | $3,500,000 | | | | | | | | Mark Kociancic | 2/28/2024 | | | | 457 | 1,827 | 3,197 | 3,708 | $1,370,171 | $675,108 | | | — | $225,000 | $1,260,000 | $1,800,000 | | | | | | | | Jim Williamson | 2/28/2024 | | | | 447 | 1,787 | 3,127 | 3,627 | $1,340,240 | $660,328 | | | — | $225,000 | $1,260,000 | $1,800,000 | | | | | | | | Mike Karmilowicz | 2/28/2024 | | | | 313 | 1,251 | 2,189 | 2,539 | $938,205 | $462,266 | | | — | $200,000 | $1,120,000 | $1,600,000 | | | | | | | | Ricardo Anzaldua | 2/28/2024 | | | | 260 | 1,037 | 1,815 | 2,103 | $777,095 | $383,190 | | | — | $170,000 | $952,000 | $1,360,000 | | | | | | |

  65. Grants of Plan-Based Awards

    (1)Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan. The actual award is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Plan table. (2)This column shows the number of restricted shares granted in 2024 to the Named Executive Officers pursuant to the 2020 Stock Incentive Plan for grants made on February 28, 2024. Restricted shares granted in 2024 vest at the rate of 33 1/3% per year over three years. During the restricted period, quarterly dividends are paid to the Named Executive Officer. (3)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024. (4)This column shows the number of performance share units outstanding at December 31, 2024 for each Named Executive Officers pursuant to the 2020 Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after three years. (5)This column shows the number of performance share units outstanding at December 31, 2024 for each Named Executive Officers pursuant to the 2020 Stock Incentive Plan, assuming achievement at the maximum level (175%). Performance share units vest 100% after three years. (6)The grant date fair value of each equity award shown is calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024. 2025 Proxy Statement 67 Compensation of Executive Officers

  66. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  67. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Stock Awards(1) | | | | | | Restricted Stock Awards | | PSU Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Juan C. Andrade | 21,979 | $7,966,508 | 16,097 | $5,834,337 | | Mark Kociancic | 14,129 | $5,121,197 | 3,568 | $1,293,348 | | Jim Williamson | 9,544 | $3,459,318 | 3,309 | $1,199,471 | | Mike Karmilowicz | 7,396 | $2,680,754 | 2,562 | $928,623 | | Ricardo Anzaldua | 2,103 | $762,253 | 1,362 | $493,489 |

  68. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)Restricted share awards granted prior to 2024 vest at the rate of 20% annually over a five-year period. Restricted shares granted in 2024 vest at the rate of 331/3% annually over a three-year period. Please refer to the CD&A for more details on the PSU vesting dates and terms. Grant dates for the restricted shares are as shown in the table that follows. (2)Determined by multiplying the NYSE December 31, 2024 closing price of $362.46 by the number of outstanding restricted share awards or by the number of both unvalued and unvested performance share unit awards (determined assuming the maximum level of performance).

  69. Outstanding Equity Awards at Fiscal Year-End 2024

    | Grant Date | 2/26/2020 | 11/18/2020 | 2/23/2021 | 2/23/2022 | 2/23/2023 | 2/28/2024 | | Juan C. Andrade | | | | | | | | Restricted Share Awards | 1,354 | 0 | 3,304 | 4,230 | 4,972 | 8,119 | | PSU Awards | | | | 7,050 | 6,215 | 8,119 | | Mark Kociancic | | | | | | | | Restricted Share Awards | | 4,200 | 1,640 | 2,109 | 2,472 | 3,708 | | PSU Awards | | | | 1,755 | 1,335 | 1,827 | | Jim Williamson | | | | | | | | Restricted Share Awards | | 1,092 | 1,162 | 1,695 | 1,968 | 3,627 | | PSU Awards | | | | 1,410 | 1,100 | 1,787 | | Mike Karmilowicz | | | | | | | | Restricted Share Awards | 312 | | 1,102 | 1,611 | 1,832 | 2,539 | | PSU Awards | | | | 1,340 | 1,050 | 1,251 | | Ricardo Anzaldua | | | | | | | | Restricted Share Awards | | | | | | 2,103 | | PSU Awards | | | | | | 1,037 |

  70. Stock Option Exercises and Shares Vested

    Stock Option Exercises and Shares Vested The following table sets forth certain information concerning the number and value of vested shares at the end of 2024 held by the Named Executive Officers. The Named Executive Officers do not hold any outstanding stock options.

  71. Stock Option Exercises and Shares Vested

    | | Share Awards (PSUs ) | | Share Awards (Restricted Stock) | | | Name | Number of Shares Acquired at Settlement | Value Realized at Settlement(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Juan C. Andrade | 9,252 | $3,577,242 | 13,335 | $5,085,494 | | Mark Kociancic | 2,293 | $886,578 | 6,341 | $2,347,531 | | Jim Williamson | 1,609 | $622,112 | 2,730 | $1,010,961 | | Mike Karmilowicz | 1,521 | $588,087 | 2,217 | $819,480 | | Ricardo Anzaldua | 0 | $— | 0 | $— |

  72. Stock Option Exercises and Shares Vested

    (1)Amount reflects the aggregate market share value on the day of settlement of the performance share unit award. (2)Amount reflects the aggregate market share value on the day that the restricted shares vest. 68 2025 Proxy Statement Compensation of Executive Officers

  73. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table The 2024 Non-qualified Deferred Compensation Table shows information about the Supplemental Savings Plan(1) and Deferred Bonus and Salary Contribution Plan.

  74. 2024 Non-Qualified Deferred Compensation 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 | $27,150 | $359,550 | $85,435 | | $1,861,775 | | Non-qualified deferred bonus and salary contribution plan | $— | $— | $— | $— | $— | | Mark Kociancic | | | | | | | Everest Re Supplemental Savings Plan | $16,650 | $164,780 | $152,637 | $— | $861,399 | | Non-qualified deferred bonus and salary contribution plan | $90,000 | $— | $474,040 | $— | $564,040 | | Jim Williamson | | | | | | | Everest Re Supplemental Savings Plan | $16,235 | $155,791 | $118,136 | $— | $685,033 | | Non-qualified deferred bonus and salary contribution plan | $343,669 | $— | $825,354 | $— | $1,169,023 | | Mike Karmilowicz | | | | | | | Everest Re Supplemental Savings Plan | $13,650 | $141,650 | $58,085 | $— | $695,058 | | Non-qualified deferred bonus and salary contribution plan | $— | $— | $— | $— | $— | | Ricardo Anzaldua | | | | | | | Everest Re Supplemental Savings Plan | $10,050 | $89,650 | $3,026 | $— | $109,625 | | Non-qualified deferred bonus and salary contribution plan | $— | $— | $— | $— | $— |

  75. 2024 Non-Qualified Deferred Compensation 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 2024 Summary Compensation Table, as applicable. (3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan. 2025 Proxy Statement 69 Pay Versus Performance Disclosure PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid to our Named Executive Officers and the Company’s financial performance.

  76. Pay Versus Performance Table

    Pay Versus Performance Table The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer (“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected measure). Adjusted Operating ROE (also referred to in this Proxy Statement as Adjusted Net Operating Income ROE) was selected as the most relevant and important measure in the relationship of compensation actually paid to NEOs relative to 2024 Company performance. Adjusted Operating ROE is a relevant measure in our short-term and long-term incentive plans for our NEOs.

  77. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment(3) Based on: | | Net Income ($ Millions) | Adjusted Operating ROE (%)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | $7,939,305 | $9,092,751 | $3,673,476 | $3,850,216 | $146.54 | $227.67 | $1,373 | 8.7% | | 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% |

  78. Pay Versus Performance 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; (d) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren and Jim Williamson; and (e) for 2024, Mike Karmilowicz, Mark Kociancic, Jim Williamson and Ricardo Anzaldua. (3)Assumes $100 invested on 12/31/2019 in Everest Common Shares, including reinvestment of dividends. (4)For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or entire portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all distributions or dividends paid to shareholders. TSR in all other sections of this Proxy Statement is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share. (5)The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table. (6)Adjusted Net Operating Income ROE for 2023 and 2024 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and 2022, the ratio for determining Adjusted Operating ROE was 50% anticipated catastrophe losses in the operating plan and 50% actual catastrophe losses for the respective fiscal years. 70 2025 Proxy Statement Pay Versus Performance Disclosure 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.

  79. Relationship Between Compensation Actually Paid and Financial

    Relationship Between Compensation Actually Paid and Financial

  80. Potential Payments Upon Termination or Change in Control

    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, 2024. The amounts shown assume that such termination, change in control, death or disability was effective as of December 31, 2024 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. Mr. Karmilowicz resigned from the Company for Good Reason (as defined in his Amended and Restated Employment Agreement) and his employment terminated effective March 1, 2025. He received the compensation outlined above in the section, “Employment, Change of Control and Other Agreements — Mike Karmilowicz.” Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include: accrued salary, amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non- qualified Deferred Compensation Table). The retirement plans offer a survivor annuity, if elected by the participant. For a termination for good reason or without cause on December 31, 2024, each of the NEOs would have been eligible to earn all remaining installments of PSUs, vesting of equity awards, insurance benefits and severance payments 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 PSUs would be forfeited. 78 2025 Proxy Statement Employment, Change of Control and Other Agreements Payments Made Upon Retirement . Generally, subject to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement with the consent of the Compensation Committee. PSUs are forfeited if retirement occurs prior to age 65. 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 participant remains eligible to receive all remaining installments of PSUs. The settlement date of PSUs for completed installment periods would be the date that is 60 days following the date of retirement. The remaining PSUs would be settled between the certification that performance criteria have been met and March 15th of the calendar year following the last performance period. Payments Made Upon Death or Disability. In the event of death or disability, in addition to the benefits listed under the headings above, the NEO will receive benefits under the Company’s disability plan or payments under the Company’s life insurance program, as available to employees generally. Pursuant to the terms of their employment agreements, in the event of the death or disability of Messrs. Andrade, Kociancic, Williamson, Karmilowicz or Anzaldua, 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, 2024, each would have been entitled to any incentive bonus earned but not yet paid relating to fiscal 2024 performance. Such bonus amounts would have been $1,874,167 for Mr. Andrade, $903,300 for Mr. Kociancic, $903,300 for Mr. Williamson, $1,120,000 for Mr. Karmilowicz and $682,493 for Mr. Anzaldua. 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 $362.46 at year-end 2024 as if all vested on December 30, 2024, with PSUs values determined based on 100% of target performance. For PSUs, in the event of death or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the participant remains eligible to receive all remaining installments of the PSUs. The settlement date of PSUs for completed installment periods would be the date that is 60 days following the date of the death or disability. The remaining shares would be settled between the certification of the performance and the March 15th of the calendar year following the last performance period. The number of shares that would have been delivered in the event of an executive’s retirement at age 65 or death or disability is valued as of December 31, 2024 in the table below.

  81. Potential Payments Upon Termination or Change in Control

    | Name | PSUs | Restricted Shares | Total | | Juan C. Andrade | $7,056,500 | $7,966,508 | $15,023,008 | | Mark Kociancic | $1,621,505 | $5,121,197 | $6,742,702 | | Jim Williamson | $1,409,175 | $3,459,318 | $4,868,493 | | Mike Karmilowicz | $1,205,535 | $2,680,754 | $3,886,289 | | Ricardo Anzaldua | $313,579 | $762,253 | $1,075,832 |

  82. Termination or Change of Control

    Termination or Change of Control As described above, each of the Named Executive Officers is a participant in the Company’s CIC Plan. Payments are made under the plan to the respective Named Executive Officer if he or she experiences a covered termination of employment within two years following a change in control. The table below gives a reasonable estimate of what might have been paid to each Named Executive Officer in the event of a covered termination of employment on December 31, 2024, based on the plan terms in effect at that time. Mr. Karmilowicz resigned from the Company for Good Reason (as defined in his Amended and Restated Employment Agreement) and his employment terminated effective March 1, 2025. He received the compensation outlined above in the section, “Employment, Change of Control and Other Agreements — Mike Karmilowicz.” 2025 Proxy Statement 79 Employment, Change of Control and Other Agreements The employment agreements entered into by Messrs. Andrade, Kociancic, Williamson, Karmilowicz and Anzaldua 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.

  83. Termination or Change of Control

    | Name | Incremental Benefit | Termination Without Cause or Resignation for Good Reason | Termination Following Change in Control | | Juan C. Andrade | Cash Payment | $2,500,000(1) | $10,750,001(5) | | | Restricted Stock Value | $(2) | $7,966,508(6) | | | PSU Value | $3,723,317(3) | $7,056,500(7) | | | Benefits Continuation | $61,060(4) | $31,000 | | | Pension Enhancement | $— | $1,580,000 | | | Total Value | $6,284,377 | 27,384,009(8) | | Mark Kociancic | Cash Payment | $2,703,300(1) | $4,600,488(5) | | | Restricted Stock Value | $2,746,359(2) | $5,121,197(6) | | | PSU Value | $883,174(3) | $1,621,505(7) | | | Benefits Continuation | $30,530(4) | $43,000 | | | Pension Enhancement | $— | $690,000 | | | Total Value | $6,363,363 | 12,076,190(8) | | Jim Williamson | Cash Payment | $2,703,300(1) | $4,215,565(5) | | | Restricted Stock Value | $1,427,730(2) | $3,459,318(6) | | | PSUs Value | $724,125(3) | $1,409,175(7) | | | Benefits Continuation | $30,530(4) | $43,000 | | | Pension Enhancement | $— | $612,000 | | | Total Value | $4,885,685 | 9,739,058(8) | | Mike Karmilowicz | Cash Payment | $2,720,000(1) | $3,746,624(5) | | | Restricted Stock Value | $980,092(2) | $2,680,754(6) | | | PSU Value | $675,618(3) | $1,205,535(7) | | | Benefits Continuation | $30,530(4) | $43,000 | | | Pension Enhancement | $— | $611,000 | | | Total Value | $4,406,240 | 8,286,913(8) | | Ricardo Anzaldua | Cash Payment | $2,042,493(1) | $2,292,309(5) | | | Restricted Stock Value | $254,084(2) | $762,253(6) | | | PSU Value | $31,947(3) | $313,579(7) | | | Benefits Continuation | $30,530(4) | $43,000 | | | Pension Enhancement | $— | $— | | | Total Value | $2,359,054 | 3,411,141(8) |

  84. Termination or Change of Control

    (1)Pursuant to the terms of the Mr. Andrade’s employment agreement, he would have been paid a cash severance in equal installments over a 24-month period equal to two times his base salary. Given Mr. Andrade’s resignation, effective January 5, 2025, he did not receive any additional compensation in connection with his departure. In accordance with their respective employment agreements, each of Messrs. Anzaldua, Karmilowicz, Kociancic and Williamson would have been 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. (2)Pursuant to the terms of each Named Executive Officer’s employment agreement, unvested restricted stock would continue to vest in accordance with its terms in the 12-month period following termination for Messrs. Anzaldua, Karmilowicz Kociancic and Williamson. For Mr. Andrade, unvested stock would have continued to vest for only the portions related to his initial $10 million equity grant. (3)Under the terms of their respective employment agreements, Messrs. Andrade, Anzaldua, Karmilowicz, Kociancic and Williamson would have received the PSU installments pursuant to any performance goals achieved prior to departure from the Company. The remaining PSUs 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. (4)Pursuant to the terms of their respective employment agreements, Messrs. Andrade, Anzaldua, Karmilowicz, Kociancic and Williamson would continue to participate in the disability and life insurance programs until the earlier of a certain number of months or until they become eligible for comparable benefits provided by a subsequent employer, and they would have received a cash payment to enable them to pay for medical and dental coverage for a certain number of months. For Mr. Andrade, the number was 24, for Messrs. Anzaldua, Karmilowicz, Kociancic and Williamson, it was 12. (5)The CIC Plan provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years times a factor assigned by the Board. In 2024, the factor was 2.0 for Messrs. Anzaldua, Karmilowicz, Kociancic and Williamson and 2.5 for Mr. Andrade. (1) Includes outstanding performance share units as of December 31, 2024. 80 2025 Proxy Statement Employment, Change of Control and Other Agreements (6)The unvested equity awards for each Named Executive Officer are valued at the NYSE closing price of $362.46 at 2024 year end as if all vested on December 31, 2024. PSUs 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 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.

  85. Termination or Change of Control

    | Equity Compensation Plan Information | | | | | Plan Category | Column A | Column B | Column C | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, of warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column A) | | Equity Compensation Plans Approved by Shareholders* | | | | | 2020 Stock Incentive Plan | 49,7381 | N/A | 505,144 | | 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, as amended | 0 | N/A | 264,704 | | Equity Compensation Plans Not Approved by Shareholders | | | | | None | | | |

  86. Termination or Change of Control

    *Does not include information concerning equity securities that may be authorized under the Everest Group, Ltd. 2025 Employee Stock Purchase Plan, which plan is subject to shareholder approval (see description on pages 19–22). **Plan is currently inactive. 2025 Proxy Statement 81 Compensation Committee Interlocks and Insider Participation COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2024, 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 2024. 82 2025 Proxy Statement Miscellaneous — General Matters MISCELLANEOUS — GENERAL MATTERS