DEF 14A of James River Group Holdings, Inc., Sep 17, 2025

DEF 14A of James River Group Holdings, Inc.

Filed Sep 17, 2025 · FY20240001104659-25-090550

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors The nominees for election as directors were recommended to our Board and approved for nomination by the Nominating and Corporate Governance Committee of our Board. Unless otherwise specified in the accompanying proxy, the shares voted on the proxy will be cast in favor of the election of Matthew B. Botein, Thomas L. Brown, Joel D. Cavaness, Frank N. D’Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala, and Peter B. Migliorato. Each of the nominees has consented to being named as a nominee in this proxy statement. If, for any reason, any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors may reduce the size of our Board and eliminate the vacancy. Our Board of Directors, however, has no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the Annual Meeting. The following table identifies the nominees for election as directors at the Annual Meeting and their age as of September 3, 2025.

  2. Nominees for Election as Directors

    | NAME | AGE | POSITION | | Matthew B. Botein | 52 | Director | | Thomas L. Brown | 69 | Director | | Joel D. Cavaness | 64 | Director | | Frank N. D’Orazio | 57 | Chief Executive Officer and Director | | Kirstin M. Gould | 58 | Director | | Dennis J. Langwell | 67 | Director | | Christine LaSala | 74 | Director, Non-Executive Chairperson of the Board | | Peter B. Migliorato | 66 | Director |

  3. Nominees for Election as Directors

    The nominees for election as directors will serve until the Company’s 2026 annual general meeting of shareholders and until their successors are duly elected and qualified.

  4. Nominees for Election as Directors

    | | MATTHEW B. BOTEIN |

  5. Nominees for Election as Directors

    | | Matthew B. Botein has served on our Board of Directors since January 2023. Mr. Botein is a co-founder of Gallatin Point Capital LLC (“Gallatin Point”), a private investment firm and has served as a Managing Partner of Gallatin Point since 2017. Prior to founding Gallatin Point, Mr. Botein served as co-head and Chief Investment Officer for Alternatives of BlackRock Alternative Investors (“BAI”) from 2009 through 2017 and as an advisor to BAI from 2017 through 2020. Prior to joining BAI, Mr. Botein served as a Managing Director and member of the Management Committee at Highfields Capital Management, a Boston-based private investment partnership. He also served as a member of the private equity departments at The Blackstone Group and Lazard Frères & Co. LLC. Mr. Botein currently serves on the board of directors of Israel Discount Bank of New York, Fortuna Holdings Limited (parent of Lloyd’s insurer Canopius), Bowhead Specialty Holdings (NYSE: BOW), Tower Hill Risk Management, LLC, Trusted Resource Underwriters Exchange (TRUE), Insurance Supermarket, Inc., and Northeast Bancorp (Nasdaq: NBN). Mr. Botein previously served on the board of directors of PennyMac Financial Services (NYSE: PFSI), Aspen Insurance Holdings (NYSE: AHL), CoreLogic Inc. (NYSE: CLGX), First American Corporation (NYSE: FAF), PennyMac Mortgage Investment Trust (NYSE: PMT), F1 Holdings Corp, Pie Carrier Holdings, and Hunt Companies, Inc. Mr. Botein also serves on the board of managers of Beth Israel Lahey (formerly CareGroup/CJP). Mr. Botein received a B.A. (magna cum laude) from Harvard College and a M.B.A degree (with high distinction) from Harvard Business School, where he was awarded Baker and Loeb scholarships. | | We believe Mr. Botein’s qualifications to serve on our Board of Directors include his extensive investment management and investment banking experience and knowledge of financial institutions and his experience as a public company board member. | |

  6. Nominees for Election as Directors

    | | THOMAS L. BROWN |

  7. Nominees for Election as Directors

    | | Thomas L. Brown has served on our Board of Directors since October 2021. Mr. Brown retired in 2019 as the Senior Vice President and Chief Financial Officer of RLI Corp. (“RLI”), a NYSE listed specialty insurer serving diverse niche property, casualty and surety markets. He previously served as Vice President and Chief Financial Officer at RLI from 2011 to 2017. Prior to that, Mr. Brown was a partner at PricewaterhouseCoopers LLP, where he served for ten years as its Central Region Financial Services Leader and led teams responsible for the banking, insurance, capital markets, real estate and investment management business sectors. Mr. Brown currently serves on the board of directors of the Chicago Shakespeare Theater and Old National Bancorp, a Nasdaq listed company, and served on the board of First Midwest Bancorp, Inc. from 2017 until its acquisition by Old National Bancorp in February 2022. In 2020, Mr. Brown joined the board of directors of Easterseals DuPage & Fox Valley, and he previously served on the board of Easterseals Central Illinois. From 2004 to 2017, Mr. Brown served on the board of trustees of Illinois Wesleyan University. Mr. Brown received a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1979. | | We believe Mr. Brown’s qualifications to serve on our Board of Directors include his management experience at RLI, his knowledge of the property and casualty insurance industry, his financial and accounting expertise and his experience as a public company board member. | |

  8. Nominees for Election as Directors

    | | JOEL D. CAVANESS |

  9. Nominees for Election as Directors

    | | Joel D. Cavaness has served on our Board of Directors since July 2025. He retired in June 2025 from Risk Placement Services, Inc. (“RPS”), a subsidiary of Arthur J. Gallagher & Co. (“Gallagher”), a global insurance brokerage, risk management and consulting firm, where he most recently served as a divisional Chairman. Mr. Cavaness joined Gallagher in 1986 and served in various leadership roles during his tenure, including as President of International Special Risk Services, Inc. from 1996 to 1997 and as Chief Executive Officer, Americas Specialty at Gallagher and Co-Founder and President of RPS from 1997 to 2024. Mr. Cavaness previously worked in underwriting roles at Crum and Forster Insurance Company and other insurance companies. Mr. Cavaness served on the board of directors of the Wholesale & Specialty Insurance Association (“WSIA”) from 2010 to 2022. In 2023, Mr. Cavaness received the prestigious Vincent Donahue/Charles McAlear Industry Award from WSIA for extraordinary contributions to the specialty and surplus lines industry. Mr. Cavaness received a Bachelor of Science degree in Business Administration from Southeast Missouri State University. He also holds Chartered Property Casualty Underwriter and Associate in Risk Management designations. | | We believe Mr. Cavaness’s qualifications to serve on our Board of Directors include his executive leadership experience at Gallagher and his knowledge of the property and casualty insurance industry. | |

  10. Nominees for Election as Directors

    | | FRANK N. D’ORAZIO |

  11. Nominees for Election as Directors

    | | Frank N. D’Orazio has served as our Chief Executive Officer and a director and as Chief Executive Officer of James River Group, Inc. since November 2020. Mr. D’Orazio formerly served as Corporate Chief Operating Officer and Chief of Staff of Allied World Assurance Company Holdings, Ltd. (“Allied World”), a global provider of property, casualty and specialty insurance and reinsurance, from March 2019 through January 2020. Prior to that, Mr. D’Orazio served as President, Underwriting and Global Risk of Allied World from December 2014 through February 2019. From September 2009 to December 2014, Mr. D’Orazio served as the President — Bermuda and International Insurance of Allied World Ltd. From June 2003, when Mr. D’Orazio joined Allied World, through September 2009, Mr. D’Orazio held leadership roles with increasing responsibility in the company’s general casualty business and in underwriting. Before joining Allied World, Mr. D’Orazio worked for the insurance market arm of Munich-American Re-Insurance from August 1994 to May 2003, where he held a succession of underwriting and management positions. Prior to that Mr. D’Orazio held various underwriting positions in the excess casualty division of the Chubb Group of Insurance Companies from June 1990 to July 1994. Mr. D’Orazio received a B.A. from Fairfield University. | | We believe Mr. D’Orazio’s qualifications to serve on our Board of Directors include his extensive experience as an executive officer in the insurance industry and significant insurance, underwriting and enterprise risk management knowledge, as well as his extensive knowledge of the Company’s day to day operations based upon his service as our Chief Executive Officer. | |

  12. Nominees for Election as Directors

    | | KIRSTIN M. GOULD |

  13. Nominees for Election as Directors

    | | Kirstin M. Gould has served on our Board of Directors since October 2021. Ms. Gould served as Executive Vice President, General Counsel and Corporate Secretary of XL Group Ltd (“XL”), a NYSE listed global insurance and reinsurance company, until XL was acquired by AXA, S.A. in 2018. Ms. Gould joined XL in 2000 and served in various leadership roles during her tenure, including leading the marketing and communications function from 2007-2015 while concurrently serving as General Counsel from September 2007. From 2005-2011, Ms. Gould chaired the Policy Committee of the Association of Bermuda Insurers and Reinsurers (ABIR), which is a trade association of international property and casualty insurers and reinsurers. Ms. Gould currently serves on the boards of Pacific Life Re Global Limited and Pacific Life Re International Limited where she is a member of the Risk, Audit and Remuneration Committees. She is also the founder of Harrington Advisors LLC, a consulting company focused on strategic advice including M&A, corporate governance and insurance regulatory matters. Ms. Gould began her career in private practice with the law firms Dewey Ballantine LLP in New York (1991-1995) and Clifford Chance LLP in New York and London (1996-2000). Ms. Gould received a Bachelor of Arts degree (summa cum laude) from the State University of New York at Albany and a Juris Doctor degree (cum laude) from the State University of New York at Buffalo School of Law. | | We believe Ms. Gould’s qualifications to serve on our Board of Directors include her executive leadership at XL, as well as her extensive experience in corporate governance, risk management, insurance regulatory matters and insurance company mergers and acquisitions. | |

  14. Nominees for Election as Directors

    | | DENNIS J. LANGWELL |

  15. Nominees for Election as Directors

    | | Dennis J. Langwell has served on our Board of Directors since April 2023. He retired in 2022 from Liberty Mutual Group Inc., a holding company of Liberty Mutual Insurance Operations (“Liberty Mutual”), a global provider of insurance products and services, where he most recently served as Vice Chairman of Insurance Operations. Mr. Langwell joined Liberty Mutual in 1993 and served in various leadership roles during his tenure, including as President — Global Risk Solutions from 2018 to 2021 and as Executive Vice President and Chief Financial Officer from 2003 to 2018. Mr. Langwell previously worked in finance and reporting roles for Liberty Mutual and other insurance companies and began his career at KPMG (Peat Marwick). Mr. Langwell currently serves on the boards of Safety Insurance Group, Inc. and Companion Protect, and as a member of the boards of trustees at Providence College and the USS Constitution Museum (Chairman). Mr. Langwell also serves as an advisory board member to Owl.co, a Canadian based insurance technology organization providing AI guided claim insights, since January 2024. Mr. Langwell received a Bachelor of Science degree (magna cum laude) in Accounting from Providence College. He is a former certified public accountant. Mr. Langwell is also a private investor in real estate activities. | | We believe Mr. Langwell’s qualifications to serve on our Board of Directors include his executive leadership experience at Liberty Mutual, his knowledge of the property and casualty industry and his financial and accounting expertise. | |

  16. Nominees for Election as Directors

    | | CHRISTINE LASALA |

  17. Nominees for Election as Directors

    | | Christine LaSala has served on our Board of Directors since July 2024 and as Non-Executive Chairperson of the Board since February 2025. She retired as Chair of Willis Towers Watson North America Inc., a subsidiary of Willis Group Holdings, plc (“Willis”) in 2016. Prior to joining Willis in early 2014, Ms. LaSala served for ten years as the President and Chief Executive Officer of the World Trade Center Captive Insurance Company (“WTC Captive”), a U.S. government-funded, not-for-profit corporation providing liability insurance to the City of New York and over 100 private contractors. Prior to her service at WTC Captive, Ms. LaSala served in various leadership roles during her twenty-five year tenure at Johnson & Higgins (an insurance brokerage firm acquired by Marsh & McClellan), including serving as the firm’s only woman partner and President of Johnson & Higgins New York. Ms. LaSala has served on the board of Sedgwick, a leading provider of claims management, loss adjusting and technology-enabled risk, benefits and business solutions, since October 2021. She served on the board of directors of Beazley plc for eight years, including in a variety of board leadership roles such as Senior Independent Director and Interim Chair, prior to stepping down in April 2024. She also served on the board of directors of FCC Services Captive Insurance Company from January 2020 to July 2022. Ms. LaSala received a Bachelor of Arts degree in Philosophy from the College of New Rochelle. | | We believe Ms. LaSala’s qualifications to serve on our Board of Directors include her executive leadership experience at Willis and WTC Captive, her knowledge of the property and casualty insurance industry and her experience as a board member of large companies in the insurance industry. | |

  18. Nominees for Election as Directors

    | | PETER B. MIGLIORATO |

  19. Nominees for Election as Directors

    | | Peter B. Migliorato has served on our Board of Directors since October 2022. He retired in 2021 as a partner of Deloitte Consulting (“Deloitte”), where he most recently served as Lead Client Service Partner to insurance clients. Mr. Migliorato also served as the North American Insurance Consulting practice leader with Deloitte in the property & casualty, life & retirement, and employee benefits sectors. Mr. Migliorato joined Deloitte in 2001 and served in various leadership roles during his twenty-year tenure. Before joining Deloitte, Mr. Migliorato served as an equity partner at Emergence Consulting and C-Change Consulting, two start-up strategy consultancies, from 1998 to 2001 and as Senior Vice President, Marketing and Business Development at Marketing Technologies International, a data sciences firm, from 1997 to 1998. Prior to that, he led the Insurance Practice, served clients across multiple industries, and was Chief of Staff to the Chief Executive Officer of Gemini Consulting, a global management consulting firm, from 1985 to 1997. Mr. Migliorato serves as an advisory board member to three early stage, privately held AI technology companies: Machine Cover, Inc., an insurance technology company, since June 2021; Owl.co, a Canadian based insurance technology organization providing AI guided claim insights, since April 2023; and Aniline, a US based AI data sciences company, since January 2024. He served on the board of directors of State Automobile Mutual Insurance Company, the mutual holding company parent of State Auto Financial Corporation (“State Auto”) from March 2021 until State Auto was acquired by Liberty Mutual Holding Company Inc. in March 2022; and as an advisory board member to Safekeep, Inc., an insurance technology company, from June 2021 until its acquisition by CCCIS in February 2022. Mr. Migliorato received a Bachelor of Arts degree with dual majors in History and Geology from Oberlin College where he was also a member of the Phi Beta Kappa academic honor society. | | We believe Mr. Migliorato’s qualifications to serve on our Board of Directors include his extensive experience at Deloitte advising insurance companies on implementation of growth strategies, executing mergers and acquisitions and implementing technology and data platforms, his knowledge of the property and casualty insurance industry and his experience as an advisory board member to three insurance technology companies. | |

  20. Nominees for Election as Directors

    There are no family relationships among any of our directors or executive officers.

  21. Compensation of Directors

    Compensation of Directors Our non-employee directors (excluding Mr. Botein) receive an annual cash retainer in the amount of $125,000 per year, payable in four equal installments at the beginning of each quarter, and, excluding our Non-Executive Chairperson of the Board (“Chairperson”), an annual restricted share unit award with a fair market value of $50,000 per year. Our Chairperson receives an annual restricted share unit award with a fair market value of $100,000, which is an increased amount in recognition of additional responsibilities in such capacity (Mr. Sherman served as the Chairperson in 2024). Non-employee directors that join the Board after annual grants are made during the first quarter of the year receive a pro-rated restricted share unit award for the period of service during the one-year period commencing on the date of grant of restricted share units to continuing directors. In this regard, Ms. LaSala, who joined our Board on July 5, 2024, received a pro-rated restricted share unit award representing 4,460 common shares, which was granted on July 25, 2024. The number of shares represented by Ms. LaSala’s restricted share unit award was determined based upon the closing share price on the date she joined the Board. The awards of restricted share units are made from the Company’s 2014 Non-Employee Director Incentive Plan and vest in full on the first anniversary of the date of the grant (or, in the case of pro-rata grants made to a new director, on the first anniversary of the date of grant of restricted share units to the continuing directors). In addition to the aforementioned compensation, the Chairperson of our Audit Committee is paid additional cash compensation in the amount of $25,000 per year for service in such capacity. Additionally, each of the Compensation and Human Capital Committee Chairperson and Nominating and Corporate Governance Committee Chairperson are paid an additional $12,500 per year. Mr. Botein, who joined the Board in 2023, does not receive compensation for his service as a director, pursuant to the terms of the Investment Agreement relating to the issuance of our Series A Preferred Shares described under “Certain Relationships and Related Transactions — Related Party Transactions”. The following table sets forth information concerning compensation earned by our non-employee directors during the year ended December 31, 2024.

  22. Compensation of Directors

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Matthew B. Botein | — | — | — | — | | Thomas L. Brown | 150,000 | 50,000 | 402 | 200,402 | | Kirstin M. Gould | 137,500 | 50,000 | 402 | 187,902 | | Dennis J. Langwell | 125,000 | 50,000 | 464 | 175,464 | | Christine LaSala | 61,141 | 37,107 | — | 98,248 | | Peter B. Migliorato | 132,864 | 50,000 | 402 | 183,266 | | Patricia H. Roberts | 68,750 | 50,000 | 402 | 119,152 | | Ollie L. Sherman, Jr. | 125,000 | 99,999 | 1,043 | 226,042 |

  23. Compensation of Directors

    (1) The cash compensation paid to Ms. LaSala and Ms. Roberts was pro-rated based upon the portion of the year that such individuals served as directors during 2024. Ms. Roberts served as a director until her retirement on May 15, 2024. Ms. LaSala joined the Board in July 2024. (2) Represents the aggregate grant date fair value of restricted share units awarded under the 2014 Non-Employee Director Incentive Plan, calculated in accordance with FASB ASC Topic 718. The stock awards represent grants of the following number of restricted share units: (i) 5,102 restricted share units for each of Mr. Brown, Ms. Gould, Mr. Langwell, Mr. Migliorato, and Ms. Roberts, (ii) 4,460 restricted share units for Ms. LaSala, and (iii) 10,204 restricted share units for Mr. Sherman. With the exception of Ms. Roberts, who forfeited her restricted share units when she resigned from the Board, each amount of restricted share units identified in the prior sentence with respect to a director were the only outstanding awards held by such director at December 31, 2024. (3) Represents dividends paid to directors that had accrued on unvested restricted share units and were paid at the time awards vested.

  24. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY 2024 Select Business Results 2024 was a transformational year for us during which we conducted an extensive strategic review and emerged with a renewed focus on adding profitable scale during attractive market conditions to our Excess & Surplus Lines business. In addition, during 2024 we meaningfully de-risked the organization through the execution of two retroactive reinsurance transactions, received validating equity investments from two of our sector’s more sophisticated investors and streamlined our operations through the sale of our former casualty reinsurance segment. Key highlights include: • Completed several strategic actions including (i) closing the sale of JRG Reinsurance Company Ltd. to focus our business around our U.S. insurance businesses, (ii) entering into a $160.0 million combined loss portfolio transfer and adverse development cover for our Excess & Surplus Lines business (the “E&S ADC”), (iii) initiating a new strategic partnership with Enstar Group Limited which, in part, included a $12.5 million equity investment in the Company and an additional $75.0 million adverse development cover for our Excess & Surplus Lines business (the “E&S Top Up ADC”), and (iv) conversion of $37.5 million of the outstanding Series A Preferred Shares to common shares. • Excess & Surplus Lines segment gross written premium exceeded $1.0 billion for a second consecutive year, a slight increase compared to the prior year as the Company continued to focus on its wholesale driven franchise. The Company had its highest levels of both new and renewal annual submission growth in five years, and positive renewal rate change of 9.0% for 2024. • Full year 2024 net investment income increased 10.8% compared to 2023, with a majority of asset classes reporting higher income. • Specialty Admitted Insurance segment combined ratio was 92.2% for 2024, as compared to 95.9% for 2023. Underwriting profit grew 68.6% compared to the prior year. Key Aspects of the 2024 Executive Compensation Program Base Salaries. No salary increases were provided for our NEOs in 2024. Short-Term Incentives. Our NEOs’ target payout opportunities for short-term incentives were the same in 2024 as in 2023. Our Compensation and Human Capital Committee of the Board (which for purposes of this Executive Compensation discussion, we refer to as the “Committee”) worked closely with management and with guidance from its independent compensation consultant to establish the targets and goals, setting them at levels that it considered appropriately rigorous and challenging, requiring substantial effort to achieve, appropriately incentivizing performance, and considering the relevant risks and opportunities. Financial Goals. 66.7% of the amount of the bonus funding was based on underwriting profitability as measured by our combined ratio for each business segment and the company as a group and Adjusted EBIT. The Committee selected these measures because they focused executives on critical business priorities. Strategic Goals. 33.3% of the amount of the bonus funding was based on the strategic activities established annually by the Committee, consisting of certain important companywide objectives that the Committee believes will positively impact the future performance of the Company. For the 2024 financial goal (66.7%), as discussed in more detail below, after certain adjustments approved by the Board, the level of achievement of the group adjusted combined ratio was determined to be at 99.5%, below target but above minimum payout; the Excess & Surplus Lines segment adjusted combined ratio was 94.9%, below the minimum payout; the Specialty Admitted Insurance segment adjusted combined ratio was 91.8%, above the maximum payout; the group Adjusted EBIT was $104.8 million, below the target but above the minimum payout. For the strategic goals (33.3%), which focused on the development and implementation of technology improvements and underwriting performance tracking tools, the Committee determined that they were achieved at 100% of target. The Board approved the adjustment to certain of the applicable performance measures following the recommendation of the Committee members as permitted under the terms of the Short-Term Incentive Plan (the “STI Plan”). The adjustments impacted the Adjusted EBIT and group adjusted combined ratio metrics, which were negatively affected by multiple strategic activities undertaken by the Company at the direction of the Board that the Board believed were essential to delivering long-term future value to shareholders. The strategic activities included our exploration of strategic alternatives and the execution of two retroactive reinsurance transactions on the business of the Company’s Excess & Surplus Lines segment. Specifically, the calculation of the Adjusted EBIT and, except with respect to the Excess & Surplus Lines segment leader, group adjusted combined ratio metrics were adjusted to exclude (i) actual expenses pertaining to the strategic activities, (ii) the reinsurance premiums paid for the E&S ADC and E&S Top Up ADC, and (iii) the aggregate value of employee retention awards paid in light of the Company’s exploration of strategic alternatives, in each case to the extent that such items would have been included in the calculation of the 2024 Adjusted EBIT and group adjusted combined ratio performance measures. Similar adjustments (as applicable) to the segment adjusted combined ratio performance goals applicable to segment business leaders did not impact the payout the segment business leaders received. Based on the adjusted results, the NEO’s STI Plan payouts were 77.1% of target for group leaders, 59.1% of target for the Excess & Surplus Lines segment leader, and 93.1% of target for the Specialty Admitted Insurance segment leader, reflecting the relative profitability of the Company overall and each segment. The Committee believes that the adjusted items were outside the control of management and were not representative of operating performance, and that the adjustments were necessary to preserve the motivational objective of the STI Plan. In making the compensation decisions, the Committee members and the Board considered the significant time and effort of the senior management team in executing on strategic actions considered critical to the Company’s long-term success, which time and effort would not have been reflected in the STI Plan performance metric calculations absent the adjustments made. Long-Term Incentives. The target payout value opportunities for our NEOs’ long-term incentives were the same in 2024 as in 2023. The 2024 equity grants for our NEOs consisted of performance-based restricted stock units (“PRSUs”) and service-based restricted stock units that vest based on the passage of time (“Service-Based RSUs”), with the target value of the PRSU equivalent to the value of the Service-Based RSU. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Committee structures the long-term incentive opportunity to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to shareholders, and to reward them for doing so. Cash Retention Award. A cash retention award was granted to each of our NEOs other than Mr. D’Orazio in July 2024 in an amount equivalent to their respective short-term incentive target. These awards were made to help retain our NEOs’ services while the Company was undertaking its strategic review. The cash retention awards vested in two equal installments on or immediately prior to December 31, 2024 and June 30, 2025, subject to continued employment of the NEO through such dates with certain exceptions. II.

  25. COMPENSATION PHILOSOPHY AND OBJECTIVES

    The principal elements of our compensation program for our executive officers are base salary, cash short-term incentive bonuses and long-term incentive equity awards. Compensation Program Governance We assess the effectiveness of our executive compensation program in achieving its objectives from time to time and review risk mitigation and governance matters, which include maintaining the following best practices, many of which support an alignment of interests between our executive officers and shareholders:

  26. COMPENSATION DETERMINATION PROCESS

    COMPENSATION DETERMINATION PROCESS Role of the Board, Committee, and Management In considering appropriate levels of compensation for executives, the Committee considers the Company’s performance and individual NEO performance and experience, as well as peer and broader financial services industry comparisons. When deemed appropriate, the Committee requests that its independent compensation consultant provide it with survey data of executive compensation for financial services companies that are comparable to the Company. The Committee generally does not request such market data from the compensation consultant every year. The chair of the Committee works with Mr. D’Orazio and the Group Chief Human Resources Officer to establish the agenda for Committee meetings. Mr. D’Orazio also interfaces with the Committee in connection with the Committee’s executive compensation decision-making, including recommendations regarding pay for other executives and senior officers of the Company. The Committee periodically meets with Mr. D’Orazio to assess progress toward meeting objectives set by the board of directors for both annual and long-term compensation. The Committee also meets without management present when appropriate. Mr. D’Orazio does not play any role with respect to his own compensation. The Committee reviews all the components of compensation in making determinations on the mix, amount, and form of executive compensation. While the Committee does not use any quantitative formula or multiple for comparing or establishing compensation for executive management, it is mindful of internal and external pay equity considerations and assesses the relationship of the compensation of each executive to other members of executive management. Role of the Independent Compensation Consultant Following the approval of the Committee, the Company engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its compensation consultant. Aon reports to, and receives its direction from, the Committee. Aon helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market and provides advice and information on other executive compensation matters. In considering Aon’s engagement, the Committee evaluated Aon’s independence and any conflicts of interest in accordance with applicable SEC rules and Nasdaq listing requirements. The Committee requested and received a report from Aon addressing the independence of Aon and its senior advisors. The Committee considered Aon’s provision of other services to the Company, the fees paid by the Company to Aon as a percentage of Aon’s total revenue, Aon’s policies and procedures to prevent conflicts of interest, and the confirmation by Aon that it and its representatives have no business or personal relationship with any member of the Committee, do not own any stock of the Company, and have no business or personal relationship with any executive officer of the Company. The Committee concluded that Aon is independent of the Committee and of Company management and has no conflicts of interest in its performance of services to the Committee. Peer Group The Committee believes that obtaining relevant market and peer group data is very important to making determinations about executive officer compensation. Such information provides a reference point for making decisions. The Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Committee also considers the practices of our competitors and the broader industry for recruiting and retaining talent. The Committee did not make changes to our NEO’s salaries, short-term incentive opportunities or long-term incentive target value in 2024. The historic peer group has been updated periodically by the Committee, based on a process that includes recommendations from internal sources, and external sources such as our independent compensation consultant, to reflect the companies against which the Company competes for executive talent or for shareholder investment. The peer group utilized by the Committee to determine 2024 compensation was defined using the following criteria: • companies engaged in property & casualty insurance; and • companies with total revenue and assets that were approximately 0.5x to 2.0x compared to the Company. Based upon these criteria, in 2023, the Committee identified the following 14 companies as its peer group in evaluating compensation positioning for 2024.

  27. COMPENSATION PROGRAM COMPONENTS

    2024 Target Pay Mix Consistent with the Committee’s pay-for-performance philosophy, a meaningful majority of annual target total compensation is variable, at-risk pay. The Committee considers compensation to be “at-risk” if it is subject to operating performance or if its value depends on our share price. For 2024, 67% of the allocation of annual target total compensation payable to Mr. D’Orazio and 66% of the allocation of the average annual target total compensation payable to the other NEOs, was considered variable or “at-risk”. The Committee allocated compensation among base salary, target annual cash incentive plan amounts and the grant date fair value of long-term incentives in the form of PRSUs valued at target value and Service-Based RSUs. The values and allocations were determined by the Committee with reference to, and consistent with, the allocations among such elements at the companies in our compensation peer sets. Approximately 34% of Mr. D’Orazio’s total target compensation, and 34% of the average total compensation for the other NEOs, respectively, represented long-term compensation.

  28. COMPENSATION PROGRAM COMPONENTS

    | PAY ELEMENT | CEO TARGET PAY MIX (%) | OTHER NEO TARGET PAY MIX (AVERAGE) (%) | | Base Salary | 33% | 34% | | Annual Bonus | 33% | 32% | | Long-Term Incentives | 34% | 34% | | Performance Restricted Stock Units | 17% | 17% | | Service-Based Restricted Stock Units | 17% | 17% |

  29. COMPENSATION PROGRAM COMPONENTS

    Short-Term Incentives The STI Plan is designed to provide incentives to designated senior officers of the Company to achieve certain financial and strategic performance targets and to link executive compensation to Company financial results and enhance shareholder value by rewarding competitive and superior performance, thereby creating an alignment of interests between our executive officers and shareholders. Target Opportunities The Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The target incentive percentages for the fiscal year ended December 31, 2024, which was the same for 2023, for each NEO were as follows:

  30. COMPENSATION PROGRAM COMPONENTS

    | NEO | 2024 TARGET CASH INCENTIVE OPPORTUNITY (AS A % OF BASE SALARY) | | Frank N. D’Orazio | 100% | | Sarah C. Doran | 100% | | Richard J. Schmitzer | 100% | | William K. Bowman | 100% | | Michael J. Hoffmann | 75% |

  31. COMPENSATION PROGRAM COMPONENTS

    For the NEOs that are chief executive officers of the Company or one of its segments and the chief financial officer of the Company, the target amount was set at 100% of each such NEO’s 2024 base salary, in acknowledgement of the greater responsibilities of such executive officers as compared to others. Mr. Hoffmann, who does not have a corresponding position, received a target cash incentive amount of 75% of his 2024 base salary. Payouts for threshold performance are equivalent to 50% of the target amount, and the payout for maximum performance is equivalent to 150% of the target amount. The payout amount for performance falling between threshold and target, or target and maximum, is determined by linear interpolation. Performance Metrics Based upon a review of the peer group’s short-term compensation practices and the Company’s strategic plan and historical performance levels, the Committee recommended to the Board, and the Board approved, the use of three performance metrics. Two of these are financial performance metrics: adjusted combined ratio and adjusted earnings before interest and taxes (EBIT), which are non-GAAP financial measures. The Committee believes that the financial performance metrics based on combined ratio and EBIT are appropriate, as they are industry standard measures of profitability. The two financial metrics comprise 66.7% of the bonus target and are calculated as follows:

  32. CALCULATION OF ADJUSTED EBIT

    | NEO | TARGET AMOUNT ($) | UNADJUSTED TOTAL RESULT (AS A % OF TARGET) | UNADJUSTED PAYOUT ($) | TOTAL RESULT (AS A % OF TARGET) AFTER ADJUSTMENT | ACTUAL PAYOUT AFTER ADJUSTMENT ($) | | Frank N. D’Orazio | 966,625 | 33.3% | 321,886 | 77.1% | 745,268 | | Sarah C. Doran | 572,000 | 33.3% | 190,476 | 77.1% | 441,012 | | Richard J. Schmitzer | 669,955 | 33.3% | 223,095 | 59.1% | 395,943 | | William K. Bowman | 300,000 | 58.3% | 174,900 | 93.1% | 279,300 | | Michael J. Hoffmann | 331,500 | 33.3% | 110,389 | 77.1% | 255,586 |

  33. CALCULATION OF ADJUSTED EBIT

    Long-Term Incentives The third component of the executive compensation program is long-term incentive equity grants. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our shareholders. Long-term equity incentives also promote retention, as, subject to limited exception, executive officers will only receive value through the vesting schedule if they remain employed by us over the required term. Additionally, the long-term equity incentives foster an ownership culture among our executive officers by creating a greater personal stake in the value they are intended to achieve. Long-Term Incentive Target Opportunities The target levels are expressed as dollar amounts, equal to 100% of our NEOs’ base salary (with the grants of PRSUs and Service-Based RSUs each representing 50% of the total long-term incentive opportunity). The number of shares covered by the awards is determined by dividing the applicable target dollar amount by the closing market price of the Company’s common shares on the second trading day following the release of the Company’s financial results for the fourth quarter ended December 31, 2024, which is considered the grant date for the awards. The Committee and the Board utilize this grant date for pricing of our annual equity awards awarded in February each year so that the number of shares that are subject to awards would take into account the trading price of our shares after the markets respond, positively or negatively, to our announced financial results. In February 2024, the Committee approved grants of awards to our NEOs under the Company’s 2014 Long-Term Incentive Plan, which is the Company’s employee equity incentive plan (the “2014 LTIP”), at their respective annual grant targets. In affirming and establishing these grant levels, the Committee considered the following: • individual performance and expected future contributions of the NEO; • the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the companies in our compensation peer groups; • time in role, skills, and experience; and retention. Equity Vehicles and 2024 Mix: PRSUs and Service-Based RSUs The 2024 mix of long-term incentives granted to the NEOs is shown in the following table:

  34. CALCULATION OF ADJUSTED EBIT

    | EQUITY VEHICLE | 2024 ALLOCATION | VESTING PERIOD | PERFORMANCE METRIC | RATIONALE FOR USE | | PRSUs | 50% | 3-year cliff | • Adjusted operating return on average adjusted tangible common equity • Growth in adjusted tangible common equity per common share | • Focuses on underwriting results, core profitability and risk management • Prioritizes increasing shareholder value • Promotes long-term focus and retention | | Service-Based RSUs | 50% | 3 years: 1/3 per year | • Value of stock at vesting | • Aligns NEOs’ interests with interests of shareholders • Promotes retention • Provides value even during periods of share price or market downturn |

  35. CALCULATION OF GROWTH IN ADJUSTED TANGIBLE COMMON EQUITY PER COMMON SHARE

    | NEO | 2024 BASE SALARY ($) | 2024 TARGET LONG-TERM INCENTIVE OPPORTUNITY (AS A % OF BASE SALARY) (%) | PRSUs AT TARGET ($) | PRSUs AT TARGET (#) | SERVICE- BASED RSUs ($) | SERVICE- BASED RSUs (#) | | Frank N. D’Orazio | 966,625 | 100 | 483,313 | 49,317 | 483,313 | 49,317 | | Sarah C. Doran | 572,000 | 100 | 286,000 | 29,183 | 286,000 | 29,183 | | Richard J. Schmitzer | 669,955 | 100 | 334,977 | 34,181 | 334,977 | 34,181 | | William K. Bowman | 300,000 | 100 | 150,000 | 15,306 | 150,000 | 15,306 | | Michael J. Hoffmann | 442,000 | 100 | 221,000 | 22,551 | 221,000 | 22,551 |

  36. CALCULATION OF GROWTH IN ADJUSTED TANGIBLE COMMON EQUITY PER COMMON SHARE

    One-Time Retention Awards The Committee does not generally intend to provide one-time grants except in a judicious and limited manner as warranted by unique circumstances. The Committee views any such grants to executive officers as a special and exceptional non-recurring event to meet the Company’s needs for a specific purpose or during a specific time period. The Committee believes that the events of 2024 constituted one of these unique circumstances for the Company as we undertook the strategic review process, which at the time of grant, had continued for an extended period. While the Company was going through the strategic review process, it would have been extremely difficult to attract senior personnel in the event of a departure of any executive due to the process’s ongoing nature. Maintaining a cohesive and engaged senior leadership team throughout the strategic review process, specifically over the 12-month period, was critical to the ongoing operation of our business and our successful completion of the strategic review process. The Committee, with assistance from Mr. D’Orazio and our independent compensation consultant, determined that a cash retention award for the members of the senior leadership team would provide a necessary retention incentive to help ensure that key executives remained with the Company and engaged in the additional work required to be done for the duration of the strategic review process which was anticipated, at the time the awards were made, to potentially last 12 months from its commencement in November 2023. The awards were in an amount equal to the target amount of a senior leadership team member’s annual short-term incentive target. The awards vested in two equal installments on or immediately prior to December 31, 2024 and June 30, 2025, subject to continued employment of the executive through such date with certain exceptions, including an employee’s involuntary termination of employment without cause, by reason of death or disability, and in the event of a “change in control”, with such term as defined in the 2014 LTIP. There would not be any payout if an executive resigned their employment for good reason, and the sale of a segment by itself would not trigger payment, unless the executive was terminated without cause by the Company in connection with such transaction. The following are amounts of the retention awards granted to our NEOs on July 25, 2024. Mr. D’Orazio did not receive a retention award.

  37. POST-EMPLOYMENT COMPENSATION AND OTHER BENEFITS

    POST-EMPLOYMENT COMPENSATION AND OTHER BENEFITS Qualified Retirement Plans We offer a tax-qualified 401(k) defined contribution plan covering all of our U.S. employees, including our U.S.-based NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the 401(k) plan and are eligible for matching company contributions in an amount equal to 100% of the first 6% of the employee’s eligible compensation. The 401(k) plan also permits discretionary company contributions. All contributions to the 401(k) plan are subject to certain limitations under the Internal Revenue Code. Termination Provisions Each of our NEOs, except Mr. Bowman, is party to an employment agreement with us that provides for certain benefits if his or her employment is terminated under certain circumstances. This arrangement provides the continuing NEOs with a core level of assurance that their actions on behalf of the Company and its shareholders can proceed without the potential distraction of short-term issues that may affect the Company (e.g., a strategic transaction involving the Company) and helps ensure that our continuing NEOs continue to act in the best interests of the Company. In addition, the agreements contain measures that protect the Company past the date of the NEO’s termination, such as confidentiality, non-compete and non-solicitation requirements and the requirement that NEOs execute a general release in favor of the Company in order to receive benefits. We do not provide excise tax “gross-ups” to any of our executive officers related to change in control payments. Continuing NEOs may also receive benefits with respect to unpaid amounts under the STI Plan and unvested equity awards under our 2014 LTIP, and, as discussed above, their retention award. The key terms of the separation arrangements are described below in “Potential Payments Upon Termination or Change in Control.” In July 2024, we amended Mr. D’Orazio’s employment agreement to align with the Company’s peer group. The primary modification to the employment agreement was to incorporate the target amount of his short-term incentive award in the calculation of his severance in connection with a termination without cause, for good reason or as a result of the Company’s non-renewal of his employment agreement within twelve months of a change in control. The amount of Mr. D’Orazio’s severance payment under such circumstances is now calculated as his base salary at the date of termination, plus the amount of his short-term incentive target award for the performance period in which a change in control occurs (or if no performance period has been established or a target award has not been approved for the relevant performance period, then the target amount of his award for the most recent performance period), divided by 12, with such amount to be paid monthly for a period of 36 months. Health and Welfare and Other Benefits Our NEOs are provided welfare benefits that are generally the same as our other employees, such as Company-paid life insurance, medical, dental and vision plan coverage and long and short-term disability insurance. In addition to the above benefits, Ms. Doran and Mr. Hoffmann are entitled to receive benefits based upon their required work for the Company in Bermuda. These benefits consist of: • tax equalization gross-up payments or other Bermuda tax payments (collectively, “Tax Equalization Payments”) to which Mr. Hoffmann or Ms. Doran may be subject with respect to payments or benefits that such NEO receives under his or her employment agreement; and • payment of U.S. tax preparation expenses for Mr. Hoffmann. We make these tax benefits available to the specified NEOs employed by the Company based upon the unique challenges of performing work in the Bermuda market, including the additional tax expenses. We believe that providing these benefits is common practice for other Bermuda based insurers and is consistent with our goal to attract and retain talented executive officers. The actual benefits received by the specified NEOs in connection with performing work in Bermuda is identified in the Summary Compensation Table. VI.

  38. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

    Pursuant to the Guidelines, (a) shares subject to eligible unvested Service-Based RSUs are valued at the greater of (i) the Market Price or (ii) the closing price on the Nasdaq Stock Market on the grant date, and (b) shares received upon the vesting of Service-Based RSUs are valued at the greatest of (i) the Market Price, (ii) the closing price on the Nasdaq Stock Market on the grant date, or (iii) the closing price of shares on the Nasdaq Stock Market on the date of vesting. The value of shares subject to unvested PRSUs are not applied to determining whether the required value of common shares is owned by any executive officer. For purposes of the Guidelines, the fair market value of the common shares is established using the greater of (i) the average closing price of the common shares on the Nasdaq Stock Market for the 30 trading day period immediately prior to the applicable determination date (the “Market Price”) or (ii) the price paid at the time of purchase, or, if the shares were not purchased (for example, if the shares were acquired on exercise of an equity award), the closing price of the common shares on the Nasdaq Stock Market on the date of acquisition. Pursuant to the Guidelines, covered persons are required to retain 100% of the net-after-tax shares received for one year following the vesting or settlement of an equity award regardless of whether the Guidelines have been met, and additionally, until a covered participant comes into compliance with the applicable ownership level, such person must retain 75% of the net-after-tax shares received upon vesting or settlement of an equity award. Insider Trading Policy and Anti-Hedging and Anti-Pledging Policy The Board has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities. The policy applies to all personnel, including directors, officers, employees and other covered persons. The Board believes that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Our insider trading policy also prohibits our directors, officers and employees from engaging in any pledging, hedging or monetization transactions or similar arrangements with respect to our securities. Such parties are also prohibited from engaging in any short sales, utilizing a margin account with respect to buying or selling our securities, or trading in exchange-traded options or other derivative securities. Compensation Risk Management We do not believe that our compensation policies and practices encourage excessive or unnecessary risk-taking, or are reasonably likely to have a material adverse effect on the Company. We believe that the combination of fixed base salaries, non-equity short-term incentive awards and awards of PRSUs and Service-Based RSUs represents an appropriate balance of fixed and variable compensation opportunities. We believe that the combination of short-term and long-term incentive awards provides an incentive for executives to maintain a long-term perspective in conducting business, rather than seeking short-term gain. This is particularly the case as the long-term incentive awards, awarded in the form of PRSUs and Service-Based RSUs vest (i) in the case of PRSUs, based on financial performance metrics measured over a three-year performance period, and (ii) in the case of Service-Based RSUs, in annual installments over a three-year period. The use of a maximum payout for awards under the STI Plan and PRSUs also mitigates the risk employees may take because there are no opportunities for excessive awards. Further, the goals utilized in our STI Plan are primarily based upon companywide measures derived from our annual budget, with the performance metrics reviewed and approved by our Board following prior approval by the Committee. The fact that the performance objectives in the STI Plan and PRSUs are largely companywide reduces the likelihood that an employee could take actions to significantly influence performance in an attempt to increase the payout. We believe these practices are unlikely to create incentives for employees or executives to take excessive or unnecessary risks. Our senior management will continue to monitor the effect of our compensation policies and practices on our employees and will make reports to our Committee if any concerns should arise. Tax Considerations; Section 162(m) Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million to certain executive officers in any taxable year. The Committee may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of our Company and its shareholders. Accounting Considerations Compensation for share-based awards granted under the Company’s equity incentive plans is recognized in accordance with FASB ASC 718. For Service-Based RSUs, compensation is measured at the grant date and recognized on a straight-line basis over the service or vesting period, which is generally three years for awards under the 2014 LTIP and one year for awards under the 2014 Non-Employee Director Incentive Plan. Compensation for PRSUs depends upon the achievement of certain performance metrics during the performance period, generally three years, with payout for achievement of threshold, target and maximum performance levels set at 50%, 100% and 200% of the target number of PRSUs, respectively. PRSUs are initially measured on the grant date at the 100% target performance level and the related compensation recognized over the performance period is periodically adjusted as necessary to reflect the projected achievement level. Compensation for cash awards granted under the 2014 LTIP are recognized on a straight-line basis over the service or vesting period, which is generally three years. Forfeitures of awards are recognized as they occur. Option Award Disclosure We do not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of quarterly results information or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  39. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers:

  40. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS(1) ($) | SHARE AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Frank N. D’Orazio, Chief Executive Officer | 2024 | 966,625 | — | 966,613 | 745,268 | 30,747 | 2,709,253 | | | 2023 | 959,318 | — | 924,967 | 773,300 | 63,106 | 2,720,691 | | | 2022 | 912,500 | — | 1,274,998 | 881,155 | 53,282 | 3,121,935 | | Sarah C. Doran, Chief Financial Officer | 2024 | 572,000 | 286,000 | 571,987 | 441,012 | 28,444 | 1,899,443 | | | 2023 | 568,333 | — | 549,985 | 457,600 | 41,170 | 1,617,088 | | | 2022 | 544,167 | — | 590,236 | 523,930 | 48,737 | 1,707,070 | | Richard J. Schmitzer, Former President and Chief Executive Officer, Excess and Surplus Lines segment(4) | 2024 | 669,955 | 334,978 | 669,948 | 395,943 | 29,763 | 2,100,587 | | | 2023 | 666,629 | — | 650,000 | 556,063 | 76,509 | 1,949,201 | | | 2022 | 648,750 | — | 642,388 | 618,085 | 86,677 | 1,995,900 | | William K. Bowman, Former President and Chief Executive Officer, Specialty Admitted Insurance segment(5) | 2024 | 300,000 | 150,000 | 299,998 | 279,300 | 22,671 | 1,051,969 | | Michael J. Hoffmann, Group Chief Underwriting Officer | 2024 | 442,000 | 165,750 | 442,000 | 255,586 | 30,825 | 1,336,161 | | | 2023 | 439,167 | — | 424,990 | 265,200 | 27,884 | 1,157,241 |

  41. Summary Compensation Table

    (1) Represents amount of retention award paid in 2024 pursuant to a cash retention award granted by the Board of Directors of the Company on July 25, 2024. Please see “Compensation Discussion and Analysis IV. Compensation Program Components — One-Time Retention Awards” for further detail. (2) Represents the aggregate grant date fair value of PRSUs and Service-Based RSUs awarded under the 2014 LTIP computed in accordance with FASB ASC Topic 718. For the PRSUs, the value at the grant date is based upon the probable outcome of the performance conditions, excluding the effect of estimated forfeitures. For the 2024 PRSU awards, if the maximum performance is achieved, the share award portion of the amount for Mr. D’Orazio, Ms. Doran, Mr. Schmitzer, Mr. Bowman, and Mr. Hoffmann would be $966,613, $571,987, $669,948, $299,998, and $442,000, respectively. See Note 14 — “Equity Awards” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a description of the assumptions that were used in determining the dollar amounts recognized for financial statement reporting purposes of equity awards. (3) See the immediately following table for a breakdown of the compensation included in the All Other Compensation column. (4) Mr. Schmitzer stepped down as President and Chief Executive Officer of the Excess and Surplus Lines segment effective May 5, 2025 and July 31, 2025, respectively. Mr. Schmitzer will remain with the Company to facilitate a smooth transition of his duties until October 15, 2025, when he intends to retire. Mr. Bowman stepped down as President and Chief Executive Officer of the Specialty Admitted Insurance segment effective September 1, 2025. Mr. Bowman will remain with the Company to facilitate a smooth transition of his duties until his retirement on September 30, 2025. The following table provides a breakdown of the amounts set forth in the All Other Compensation column of the Summary Compensation Table:

  42. Summary Compensation Table

    | NAME | 401(K) PLAN CONTRIBUTION ($) | ACCRUED DIVIDENDS PAID UPON VESTING OF RSU AWARDS ($) | OTHER(a) ($) | TOTAL ALL OTHER COMPENSATION ($) | | Frank N. D’Orazio | 20,700 | 9,534 | 513 | 30,747 | | Sarah C. Doran | 20,700 | 7,231 | 513 | 28,444 | | Richard J. Schmitzer | 20,700 | 8,550 | 513 | 29,763 | | William K. Bowman | 20,700 | 1,458 | 513 | 22,671 | | Michael J. Hoffmann | 20,700 | 2,912 | 7,213 | 30,825 |

  43. Summary Compensation Table

    The amount shown for each named executive officer includes company-paid life insurance. The amount shown for Mr. Hoffmann also includes tax preparation services.

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of non-equity awards to our named executive officers under the STI Plan and equity awards under the 2014 LTIP during 2024. All equity awards granted to our named executive officers in 2024 were in the form of Service-Based RSUs and PRSUs.

  45. Grants of Plan-Based Awards

    | NAME | GRANT DATE | DATE OF BOARD ACTION (IF DIFFERENT FROM GRANT DATE)(1) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(2) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Frank N. D’Orazio | 3/1/2024 | 2/15/2024 | | | | 24,658 | 49,317 | 98,635 | | 483,307 | | | 3/1/2024 | 2/15/2024 | | | | | | | 49,317 | 483,307 | | | 3/1/2024 | | 483,313 | 966,625 | 1,449,938 | | | | | | | Sarah C. Doran | 3/1/2024 | 2/15/2024 | | | | 14,591 | 29,183 | 58,367 | | 285,993 | | | 3/1/2024 | 2/15/2024 | | | | | | | 29,183 | 285,993 | | | 3/1/2024 | | 286,000 | 572,000 | 858,000 | | | | | | | Richard J. Schmitzer | 3/1/2024 | 2/15/2024 | | | | 17,090 | 34,181 | 68,362 | | 334,974 | | | 3/1/2024 | 2/15/2024 | | | | | | | 34,181 | 334,974 | | | 3/1/2024 | | 334,978 | 669,955 | 1,004,933 | | | | | | | William K. Bowman | 3/1/2024 | 2/15/2024 | | | | 7,653 | 15,306 | 30,612 | | 150,000 | | | 3/1/2024 | 2/15/2024 | | | | | | | 15,306 | 150,000 | | | 3/1/2024 | | 150,000 | 300,000 | 450,000 | | | | | | | Michael J. Hoffmann | 3/1/2024 | 2/15/2024 | | | | 11,275 | 22,551 | 45,102 | | 221,000 | | | 3/1/2024 | 2/15/2024 | | | | | | | 22,551 | 221,000 | | | 3/1/2024 | | 165,750 | 331,500 | 497,250 | | | | | |

  46. Grants of Plan-Based Awards

    (1) On February 15, 2024, the Board, at the recommendation of the Committee, approved the equity awards to be granted to the named executive officers. In accordance with the Committee and Board’s equity award policy, the grant date was delayed until the second trading day following the public dissemination of the Company’s 2023 fiscal year-end earnings release. (2) The amounts shown represent each named executive officer’s threshold, target and maximum annual incentive opportunities for performance in 2024, pursuant to the STI Plan. The actual amount of each named executive officer’s award is determined after completion of the performance period as discussed in our Compensation Discussion and Analysis. The annual cash incentive awards earned by our named executive officers for performance in 2024 were paid during the first quarter of 2025. (3) The amounts shown represent each named executive officer’s threshold, target and maximum amount of PRSUs granted in 2024. The PRSUs have a performance period of January 1, 2024 to December 31, 2026. The actual amount of each named executive officer’s award is based on the achievement of certain performance goals as discussed in our Compensation Discussion and Analysis. The grant date fair value of the Service-Based RSUs and PRSUs, as applicable, was calculated in accordance with FASB ASC Topic 718.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our named executive officers on December 31, 2024, which consisted of Service-Based RSUs and PRSUs.

  48. Outstanding Equity Awards at Fiscal Year-End

    | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($) | | Frank N. D’Orazio | 3/2/2022(2) | 20,732 | 100,965 | — | — | | | 3/1/2023(2) | 12,418 | 60,476 | — | — | | | 3/1/2023(3) | — | — | 18,626 | 90,709 | | | 3/1/2024(2) | 49,317 | 240,174 | — | — | | | 3/1/2024(3) | — | — | 49,317 | 240,174 | | Sarah C. Doran | 3/2/2022(2) | 9,598 | 46,742 | — | — | | | 3/1/2023(2) | 7,384 | 35,960 | — | — | | | 3/1/2023(3) | — | — | 11,075 | 53,935 | | | 3/1/2024(2) | 29,183 | 142,121 | — | — | | | 3/1/2024(3) | — | — | 29,183 | 142,121 | | Richard J. Schmitzer | 3/2/2022(2) | 10,446 | 50,872 | — | — | | | 3/1/2023(2) | 8,726 | 42,496 | — | — | | | 3/1/2023(3) | — | — | 13,089 | 63,743 | | | 3/1/2024(2) | 34,181 | 166,461 | — | — | | | 3/1/2024(3) | — | — | 34,181 | 166,461 | | William K. Bowman | 3/2/2022(2) | 1,667 | 8,118 | — | — | | | 3/1/2023(2) | 2,996 | 14,591 | — | — | | | 3/1/2024(2) | 15,306 | 74,540 | — | — | | | 3/1/2024(3) | — | — | 15,306 | 74,540 | | Michael J. Hoffmann | 3/2/2022(2) | 5,854 | 28,509 | — | — | | | 3/1/2023(2) | 5,706 | 27,788 | — | — | | | 3/1/2023(3) | — | — | 8,558 | 41,677 | | | 3/1/2024(2) | 22,551 | 109,823 | — | — | | | 3/1/2024(3) | — | — | 22,551 | 109,823 |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1) Market value is calculated as the number of common shares indicated multiplied by $4.87, which was the closing price of the Company’s common shares on December 31, 2024 as reported by the Nasdaq Stock Market. (2) Vesting occurs in three equal annual installments beginning on the first anniversary of the grant date, and in the case of PRSUs, based upon the level of achievement of the performance metrics for the entire performance period, as discussed in footnote 3. The number of shares reported assumes vesting of the PRSUs at target level based upon the achievement of adjusted net operating income and adjusted tangible common equity performance metrics for the entire performance period. The market value is determined by multiplying the share amount by $4.87, which was the closing price of our common shares on December 31, 2024 as reported by the Nasdaq Stock Market.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents certain information concerning the vesting of stock awards held by our named executive officers during 2024. There were no stock option exercises during 2024, and no stock options were outstanding as of December 31, 2024.

  51. Option Exercises and Stock Vested

    | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING(1) ($) | | Frank N. D’Orazio | 26,940 | 264,012 | | Sarah C. Doran | 14,947 | 147,824 | | Richard J. Schmitzer | 16,995 | 168,322 | | William K. Bowman | 3,472 | 34,274 | | Michael J. Hoffmann | 8,705 | 85,309 |

  52. Option Exercises and Stock Vested

    (1) The value realized equals the closing sales price of our common shares on the vesting date as reported on the Nasdaq Stock Market, multiplied by the number of shares as to which the restricted share units vested.

  53. Pension Benefits & Nonqualified Deferred Compensation

    Pension Benefits & Nonqualified Deferred Compensation We do not provide a pension plan for any of our employees and no named executive officers participated in a nonqualified deferred compensation plan during 2024.

  54. Pay versus Performance

    Pay versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  55. Pay versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 1(1) ($) | COMPENSATION ACTUALLY PAID TO PEO 1(1)(2)(3) ($) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 2(1) ($) | COMPENSATION ACTUALLY PAID TO PEO 2(1)(2)(3) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(1) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(1)(2)(3) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(4) | | NET INCOME ($ THOUSANDS) | ADJUSTED EBIT ($ THOUSANDS)(5) | | | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 2,709,253 | 1,990,044 | — | — | 1,597,040 | 1,252,858 | 13.16 | 227.67 | (81,120) | 104,800 | | 2023 | 2,720,691 | 1,589,888 | — | — | 1,465,981 | 945,280 | 24.44 | 168.05 | (107,684) | 116,823 | | 2022 | 3,121,935 | 2,880,460 | — | — | 1,585,061 | 1,516,446 | 54.55 | 151.65 | 30,973 | 91,827 | | 2021 | 1,317,980 | 116,822 | — | — | 1,164,640 | 571,782 | 74.51 | 127.58 | (172,799) | (187,112) | | 2020 | 3,341,745 | 3,421,961 | 2,836,889 | 904,195 | 1,569,940 | 1,687,932 | 122.71 | 106.96 | 4,824 | 21,970 |

  56. Pay versus Performance

    Frank N. D’Orazio has served as our PEO for each year presented after November 2020 (“PEO 1”) and J. Adam Abram was our PEO until November 2020 (“PEO 2”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  57. Pay versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | | Daniel J. Heinlein | Daniel J. Heinlein | Daniel J. Heinlein | Daniel J. Heinlein | Richard J. Schmitzer | | Terence M. McCafferty | Terence M. McCafferty | Terence M. McCafferty | Terence M. McCafferty | William K. Bowman | | Richard J. Schmitzer | Richard J. Schmitzer | Richard J. Schmitzer | Richard J. Schmitzer | Michael J. Hoffmann | | Robert P. Myron | Robert P. Myron | | Michael J. Hoffmann | |

  58. Pay versus Performance

    The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for PEO 1 and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB Topic 718. Amounts in the Exclusion of Share Awards column are the totals from the Share Awards column set forth in the Summary Compensation Table.

  59. Pay versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 1 ($) | EXCLUSION OF SHARE AWARDS FOR PEO 1 ($) | INCLUSION OF EQUITY VALUES FOR PEO 1 ($) | COMPENSATION ACTUALLY PAID TO PEO 1 ($) | | 2024 | 2,709,253 | (966,613) | 247,404 | 1,990,044 |

  60. Pay versus Performance

    | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE EXCLUSION OF SHARE AWARDS FOR NON-PEO NEOS ($) | AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2024 | 1,597,040 | (495,983) | 151,801 | 1,252,858 |

  61. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  62. Pay versus Performance

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 1 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 1 ($) | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 1 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 1 ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 1 ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 1 ($) | TOTAL – INCLUSION OF EQUITY VALUES FOR PEO 1 ($) | | 2024 | 490,738 | (258,731) | — | 15,397 | — | — | 247,404 |

  63. Pay versus Performance

    | YEAR | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS ($) | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOS ($) | TOTAL – AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | | 2024 | 251,805 | (107,217) | — | 7,213 | — | — | 151,801 |

  64. Pay versus Performance

    The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance (the “S&P P&C Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and the S&P P&C Index, respectively. (5) As noted in the Compensation Discussion and Analysis, “Adjusted EBIT” is one of the financial metrics used to determine short-term compensation under our STI Plan. Adjusted EBIT is calculated as net income of the Company before interest and income taxes, and excluding the portion of favorable or unfavorable prior year reserve development for which the Company’s subsidiaries ceded the risk under retroactive reinsurance agreements and the related changes in the amortization of deferred gain. Please refer to the Compensation Discussion and Analysis for further discussion of the Committee’s calculation of Adjusted EBIT for the most recent fiscal year.

  65. NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

    NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

  66. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBIT The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBIT during the five most recently completed fiscal years.

  67. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO NEOs

    PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO NEOs The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2024: • Adjusted Combined Ratio • Adjusted EBIT Since fewer than three financial performance measures were used by the Company to link compensation actually paid to the Company’s NEOs for the fiscal year ended December 31, 2024 to Company performance, we have listed all such measures that were used.

  68. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  69. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE; FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE OR FOR GOOD REASON (WITH CHANGE IN CONTROL) ($) | NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 1,449,938 | 5,799,752 | 5,799,752 | — | — | | Insurance | 38,976 | 38,976 | 38,976 | — | — | | Non-Equity Incentive Plan Compensation | 745,268 | 745,268 | 745,268 | 966,625 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 425,585 | 313,011 | 313,011 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | 147,629(1) | 147,629(1) | 147,629 | — |

  70. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE (WITHOUT CHANGE IN CONTROL) ($) | FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE OR FOR GOOD REASON (WITH CHANGE IN CONTROL) ($) | NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 1,144,000 | 1,144,000 | 1,430,000 | 1,430,000 | — | — | | Insurance | 21,431 | 21,431 | 21,431 | 21,431 | — | — | | Non-Equity Incentive Plan Compensation | 441,012 | 441,012 | 441,012 | 441,012 | 572,000 | — | | Relocation Expenses from North Carolina | 100,000 | 100,000 | 100,000 | 100,000 | — | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | — | 237,526 | 185,409 | 185,409 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | — | 87,540(1) | 87,540(1) | 87,540 | — | | Retention Award | 286,000 | — | 286,000 | 286,000 | 286,000 | — |

  71. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE (WITHOUT CHANGE IN CONTROL) ($) | FOR GOOD REASON (WITHOUT CHANGE IN CONTROL) ($) | NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE OR FOR GOOD REASON (WITH CHANGE IN CONTROL) ($) | NON- RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 1,004,932 | 1,004,932 | 669,955 | 2,009,865 | 1,339,910 | — | — | | Insurance | 17,285 | 17,285 | 17,285 | 17,285 | 17,285 | — | — | | Non-Equity Incentive Plan Compensation | 395,943 | 395,943 | 395,943 | 395,943 | 395,943 | 669,955 | 395,943 | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | — | — | 274,289 | 217,567 | 217,567 | 80,125 | | PRSUs (amount includes accrued dividends payable upon vesting) | — | — | — | 102,944(1) | 102,944(1) | 102,944 | 102,944(1) | | Retention Award | 334,978 | — | — | 334,978 | 334,978 | 334,978 | — |

  72. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE (WITHOUT CHANGE IN CONTROL) ($) | FOR GOOD REASON (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE OR FOR GOOD REASON (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | — | — | — | — | — | | Insurance | — | — | — | — | — | | Non-Equity Incentive Plan Compensation | 279,300 | 279,300 | 279,300 | 300,000 | 279,300 | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | — | 101,710 | 92,658 | 33,498 | | PRSUs (amount includes accrued dividends payable upon vesting) | — | — | 25,663(1) | 25,663 | 25,663(1) | | Retention Award | 150,000 | — | 150,000 | 150,000 | — |

  73. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE (WITHOUT CHANGE IN CONTROL) ($) | FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE OR FOR GOOD REASON (WITH CHANGE IN CONTROL) ($) | NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 442,000 | 442,000 | 663,000 | 442,000 | — | — | | Insurance | 34,586 | 34,586 | 34,586 | 34,586 | — | — | | Non-Equity Incentive Plan Compensation | 255,586 | 255,586 | 255,586 | 255,586 | 331,500 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | — | 175,061 | 143,274 | 143,274 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | — | 67,648(1) | 67,648(1) | 67,648 | — | | Retention Award | 165,750 | — | 165,750 | 165,750 | 165,750 | — |

  74. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the total 2024 compensation of our Chief Executive Officer, Frank N. D’Orazio, to the total compensation for 2024 of our median employee. We determined our median employee for purposes of the disclosure by generating a report from our payroll system reflecting regular and overtime salary (where applicable) paid to our employees for the calendar year 2024 for every full-time, part-time and short-term employee employed by us at December 31, 2024 (excluding Mr. D’Orazio). We annualized this pay for employees who had worked for us for less than a full year. Once we determined the median employee, we calculated that employee’s total compensation for 2024 in the same manner utilized to determine the amount reported for Mr. D’Orazio in the “Total” column in our Summary Compensation Table included in this proxy statement. Mr. D’Orazio’s total annual compensation was $2,709,253, and our median employee’s total annual compensation was $99,792. The ratio of the total annual compensation of Mr. D’Orazio to the total annual compensation for our median employee in 2024 is approximately 27 to 1.

  75. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, shareholders will elect eight individuals to serve as directors and hold office until our 2026 annual general meeting of shareholders. The nominees were recommended and approved for nomination by the Nominating and Corporate Governance Committee of our Board of Directors. The directors shall serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If, for any reason, any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors may reduce the size of our Board and eliminate the vacancy. Our Board of Directors, however, has no reason to believe that the nominees will be unable or unwilling to be a candidate for election at the time of the Annual Meeting. Shareholders will be voting at the Annual Meeting to elect Matthew B. Botein, Thomas L. Brown, Joel D. Cavaness, Frank N. D’Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala and Peter B. Migliorato as directors to serve until the 2026 annual general meeting of shareholders and until their successors are duly elected and qualified.