DEF 14A of James River Group Holdings, Inc., Sep 16, 2026

DEF 14A of James River Group Holdings, Inc.

Filed Sep 16, 2026 · FY20250001104659-26-108040

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 Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, 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 1, 2026.

  2. Nominees for Election as Directors

    | NAME | AGE | POSITION | | Rajiv Basu | 67 | Director | | Matthew B. Botein | 53 | Director | | Joel D. Cavaness | 65 | Director | | Frank N. D’Orazio | 58 | Chief Executive Officer and Director | | Christine LaSala | 75 | Director, Non-Executive Chair of the Board | | Peter B. Migliorato | 67 | Director |

  3. Nominees for Election as Directors

    The nominees for election as directors will serve until the Company’s 2027 annual meeting of shareholders and until their successors are duly elected and qualified.

  4. Nominees for Election as Directors

    | | RAJIV BASU |

  5. Nominees for Election as Directors

    | | Rajiv Basu has served on our Board of Directors since June 2026. He retired in May 2021 from Deloitte & Touche LLP and its predecessor firms (collectively, “Deloitte”), where he most recently served as Chief Audit Quality Leader, Southeast Asia. Mr. Basu joined Deloitte in 1981 and served in various leadership roles during his tenure, including as a Senior Client Services Partner from 1994 to 2021. Mr. Basu has served on the board of Assurant, Inc., a NYSE-listed company, since March 2023. He is a Fellow member of the Institute of Chartered Accountants in England and Wales and a New York certified public accountant. Mr. Basu received a Master of Arts in Economics from the Birla Institute of Technology & Science (BITS). | | We believe Mr. Basu’s qualifications to serve on our Board of Directors include his executive leadership experience at Deloitte, his knowledge of the property and casualty insurance industry, his financial and accounting expertise and his experience as a public company board member. | |

  6. Nominees for Election as Directors

    | | MATTHEW B. BOTEIN |

  7. 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 (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. | |

  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 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 deep knowledge of the excess and surplus lines and wholesale marketplace within 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 Chief Executive Officer of the Company and James River Group, Inc. since November 2020, and as a member of our Board of Directors. 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

    | | CHRISTINE LASALA |

  13. Nominees for Election as Directors

    | | Christine LaSala has served on our Board of Directors since July 2024 and as Non-Executive Chair of the Board since February 2025. She retired as Chair of Willis Towers Watson North America Inc. (“WTW”) 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 & McLennan), 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 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 WTW 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. | |

  14. Nominees for Election as Directors

    | | PETER B. MIGLIORATO |

  15. 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 U.S. 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 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. | |

  16. Nominees for Election as Directors

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

  17. Compensation of Directors

    Compensation of Directors During 2025, our non-employee directors (excluding Mr. Botein) received 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 Chair of the Board (“Chair”), an annual restricted share unit award with a fair market value of $50,000 per year. Our Chair received 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 (Ms. LaSala served as the Chair in 2025). 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, Mr. Cavaness, who joined our Board on July 21, 2025, received a pro-rated restricted share unit award representing 5,479 shares of common stock, which was granted on July 24, 2025. The number of shares represented by Mr. Cavaness’s restricted share unit award was determined based upon the closing stock price on the date he 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, during 2025 the Chair of our Audit Committee was paid additional cash compensation in the amount of $25,000 per year and each of the Compensation and Human Capital Committee Chair and Nominating and Corporate Governance Committee Chair were 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”. On February 20, 2026, the Board, upon recommendation of the Compensation and Human Capital Committee following consultation with its compensation consultant and to better align with pay levels of our peers, increased (i) the annual equity award to non-employee directors (other than the Chair) to $100,000; (ii) the annual equity award to the Chair to $150,000; (iii) the annual cash compensation to the Chair to $175,000; and (iv) the additional annual cash compensation to each of the Compensation and Human Capital Committee Chair and the Nominating and Corporate Governance Committee Chair to $17,500. The equity award increases took effect with the annual equity award to non-employee directors on March 4, 2026 and the cash compensation increases took effect on April 1, 2026. This was the first increase to our directors’ compensation since 2023. The following table sets forth information concerning compensation earned by our non-employee directors during the year ended December 31, 2025.

  18. 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 | 49,996 | 816 | 200,812 | | Joel D. Cavaness | 55,707 | 31,176 | — | 86,883 | | Kirstin M. Gould | 137,500 | 49,996 | 816 | 188,312 | | Dennis J. Langwell | 129,755 | 49,996 | 816 | 180,567 | | Christine LaSala | 125,000 | 99,997 | 268 | 225,265 | | Peter B. Migliorato | 137,500 | 49,996 | 816 | 188,312 | | Ollie L. Sherman, Jr. | 41,552 | — | 1,633 | 43,185 |

  19. Compensation of Directors

    (1) The cash compensation paid to Messrs. Cavaness, Langwell and Sherman was pro-rated based upon the portion of the year that such individuals served as directors or as Audit Committee Chair during 2025. Mr. Sherman served as a director until his retirement on April 30, 2025. Mr. Cavaness joined the Board in July 2025. Mr. Langwell was appointed as Audit Committee Chair in October 2025 and served as Audit Committee Chair until June 2026. (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) 13,586 restricted share units for each of Mr. Brown, Ms. Gould, Mr. Langwell and Mr. Migliorato, (ii) 5,479 restricted share units for Mr. Cavaness and (iii) 27,173 restricted share units for Ms. LaSala. 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 on December 31, 2025. (3) Represents dividends paid to directors that had accrued on unvested restricted share units and were paid at the time awards vested.

  20. COMPENSATION PHILOSOPHY AND OBJECTIVES

    The principal elements of our compensation program for our executive officers are base salary, short-term cash 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:

  21. 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 insurance companies that are comparable to the Company. 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 engages with the Committee when providing recommendations regarding pay for other executives and senior officers of the Company, other than his own. The Committee periodically meets with Mr. D’Orazio to assess progress toward meeting objectives set by the Board 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 The Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent 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 publicly-traded 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 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 its 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 2025 compensation was defined using the following criteria: • public companies specializing in property and casualty insurance • total assets between $1.6 billion and $15 billion • direct written premiums between $470 million and $4.3 billion (exception for Global Indemnity Group, LLC) • total revenue between $234 million — $2.1 billion (exceptions for SiriusPoint Ltd. and Hamilton Insurance Group, Ltd.) • no recent mutual conversions Based upon these criteria, in 2025, the Committee identified the following sixteen companies as its peer group in benchmarking and setting executive compensation for 2025.

  22. COMPENSATION PROGRAM COMPONENTS

    2025 Target Pay Mix Consistent with the Committee’s pay-for-performance philosophy, a meaningful majority of annual target total compensation for our NEOs 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 stock price. For 2025, 67% of the allocation of annual target total compensation payable to Mr. D’Orazio and 64% of the allocation of the average annual target total compensation payable to the other continuing 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 incentive awards, which were granted to NEOs 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 peer group. Approximately 34% of Mr. D’Orazio’s total target compensation, and 31% of the average total target compensation for the other NEOs, respectively, represented long-term incentive compensation.

  23. COMPENSATION PROGRAM COMPONENTS

    | PAY ELEMENT | CEO TARGET PAY MIX (%) | OTHER NEO TARGET PAY MIX (AVERAGE) (%) | | Base Salary | 33% | 36% | | Annual Bonus | 33% | 33% | | Long-Term Incentives | 34% | 31% | | Performance Restricted Share Units | 17% | 15.5% | | Service-Based Restricted Share Units | 17% | 15.5% |

  24. COMPENSATION PROGRAM COMPONENTS

    (1) Mr. Schmitzer stepped down as Chief Executive Officer of the Company’s E&S Segment, effective July 31, 2025, in anticipation of his retirement from the Company effective October 15, 2025. In connection with this transition, Mr. Schmitzer’s base salary was decreased to $300,000 effective in August 2025. Accordingly, Mr. Schmitzer’s base salary in this table for 2025 reflects approximately eight months at the salary level established in March 2023 and two months at the decreased salary level established in August 2025 in connection with Mr. Schmitzer’s transition. (2) Mr. Sutherland was promoted to President of the Company’s E&S Segment, effective May 5, 2025. In connection with this promotion, Mr. Sutherland’s base salary was increased to $400,000 effective in May 2025. Accordingly, Mr. Sutherland’s base salary in this table for 2025 reflects approximately two months at the salary level established in March 2024, two months at the salary level established in March 2025 during the Company’s annual compensation cycle, and eight months at the increased salary level established in May 2025 in connection with Mr. Sutherland’s promotion. Short-Term Incentives The short-term incentive plan (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 each of our NEOs for the fiscal year ended December 31, 2025, are set forth in the table below. With the exception of Mr. Sutherland, whose compensation targets were increased in connection with his promotion to President of the E&S Segment on May 5, 2025, the target incentive percentages remained the same as in 2024.

  25. COMPENSATION PROGRAM COMPONENTS

    | NEO | 2025 TARGET CASH INCENTIVE OPPORTUNITY (AS A % OF BASE SALARY) | | Frank N. D’Orazio | 100% | | Sarah C. Doran | 100% | | Richard J. Schmitzer | 100% | | Michael J. Hoffmann | 75% | | Jeanette L. Miller | 75% | | Todd R. Sutherland | 100% |

  26. COMPENSATION PROGRAM COMPONENTS

    For the NEOs who are chief executive officers of the Company or one of its segments and the chief financial officer of the Company, the target cash incentive amount was set at 100% of each such NEO’s 2025 base salary, in acknowledgement of the greater responsibilities of such executive officers as compared to others. Mr. Hoffmann and Ms. Miller, who do not have a corresponding position, received a target cash incentive amount of 75% of their 2025 base salaries. The payout for threshold performance is 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. The STI Plan permits the Committee to exercise discretion to adjust payouts, positively or negatively, when it deems it to be appropriate. Performance Metrics Based upon a review of our 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 metrics are financial performance metrics: Adjusted Combined Ratio and adjusted earnings before interest and taxes (Adjusted EBIT), which are non-GAAP financial measures. The Committee believes that these financial performance metrics are appropriate, as they are industry standard measures of profitability. The two financial performance metrics comprise 66.7% of the bonus target and are calculated as follows:

  27. CALCULATION OF ADJUSTED EBIT

    CALCULATION OF ADJUSTED EBIT Adjusted EBIT: 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 the deferred gain. The Committee set the targets for these financial metrics at a level that it considered rigorous and challenging and that took into account the relevant risks and opportunities of the Company’s business. In particular, the Committee reviewed our 2025 annual operating budget that resulted from our detailed budgeting process and evaluated various factors that might affect whether the target could be achieved, including the risks to achieving certain preliminary objectives that were necessary pre-requisites to achieving the budget targets. In addition to the financial performance metrics, 33.3% of the bonus target was based upon the achievement of strategic goals established for 2025, the achievement of which were non-formulaic, and determined on a subjective basis by the Committee. Our 2025 strategic goals were identified by the Committee as among the most important goals in a broader set of companywide objectives set for 2025. The strategic goals were focused on the Company’s rating and outlook, redomicile from Bermuda to Delaware, underwriting productivity and E&S Segment internal profitability reporting. For these strategic goals, the 2025 targets were established by the Committee at a level that the Committee determined to be aggressive and set at challenging levels such that the attainment of target performance for each category of goals was not assured at the time they were set and required a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Committee believes that each of these goals is strongly aligned with the creation of shareholder value. Achievement of Financial and Strategic Goals The Committee is permitted to make varying adjustments to the performance metrics within the framework established for the STI Plan that may have a net positive or net negative impact on the calculation of performance in respect of those metrics. For 2025, the Committee set threshold, target and maximum metrics for group Adjusted Combined Ratio and Adjusted EBIT that incorporated adjustments for discontinued operations and employee retention awards scheduled to be paid in 2025. In addition, in determining the final calculation of results of the 2025 group Adjusted Combined Ratio and Adjusted EBIT financial performance metrics, the Committee exercised discretion to make adjustments to exclude expenses related to strategic transactions previously undertaken by the Company at the direction of the Board that the Board believed were essential to delivering long-term value to shareholders. These adjustments are consistent with the calculation methodology used in prior years and resulted in a very slight net positive impact to the results of the financial performance goals. 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. The table below shows the 2025 threshold, target and maximum level of performance, actual performance results, adjusted performance results based on the Committee’s adjustments to the performance metrics, and adjusted performance as a percentage of target, for each financial performance goal (group and E&S Segment Adjusted Combined Ratio and Adjusted EBIT for Messrs. Schmitzer and Sutherland, and group only Adjusted Combined Ratio and Adjusted EBIT for the other NEOs).

  28. CALCULATION OF ADJUSTED EBIT

    (1) The threshold, target, and maximum metrics for group Adjusted Combined Ratio and Adjusted EBIT established for the 2025 performance year incorporate adjustments for discontinued operations and employee retention awards that were scheduled to be paid in 2025, as applicable. (2) The actual results for Adjusted Combined Ratio and Adjusted EBIT reflect the adjustments for discontinued operations and employee retention awards, as applicable, that were incorporated into the threshold, target and maximum metrics for such performance measures established for the 2025 performance year. The actual Adjusted Combined Ratio and Adjusted EBIT for 2025 before these adjustments was 96.6% and $100.4 million, respectively. Consistent with the terms of the STI Plan, the Committee adjusted the calculation of the group Adjusted Combined Ratio and Adjusted EBIT results to remove actual expenses pertaining to the strategic activities previously undertaken by the Company, to the extent that such items would have been included in the calculation of the group Adjusted Combined Ratio and Adjusted EBIT performance measures. In determining the level of achievement of the NEOs of the strategic goals of the STI Plan, the Committee determined that the Company fulfilled the majority of the strategic goals, with the exception of one that was not completed to its full target. The Board approved payouts under the STI Plan for the NEOs in the amounts recommended by the Committee. The table below sets forth the amount of each NEO’s STI Plan payment based upon the adjusted performance results, as well as what the STI Plan payouts would have been if the Committee did not use discretion to adjust the calculation. The table also includes the percentage that the actual payment represented compared to such officer’s target payout, which, for each NEO, other than Mr. Hoffmann and Ms. Miller, was equivalent to such NEO’s 2025 base salary (subject to pro-ration as described in the footnotes to the table), and for Mr. Hoffmann and Ms. Miller, was equivalent to 75% of their respective base salaries.

  29. 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 | 995,624 | 93.5% | 930,908 | 93.9% | 934,891 | | Sarah C. Doran | 589,160 | 93.5% | 550,865 | 93.9% | 553,221 | | Richard J. Schmitzer | 458,055(1) | 91.7% | 420,036 | 92.1% | 421,869 | | Michael J. Hoffmann | 341,445 | 93.5% | 319,251 | 93.9% | 320,617 | | Jeanette L. Miller | 278,100 | 93.5% | 260,024 | 93.9% | 261,136 | | Todd R. Sutherland | 320,977(2) | 91.7% | 294,336 | 92.1% | 295,620 |

  30. CALCULATION OF ADJUSTED EBIT

    (1) Mr. Schmitzer’s target of $458,055 reflects his pro-rated salary (both before and after the August 2025 amendment to his employment agreement, as described below) for time worked during the 2025 performance year. (2) Mr. Sutherland’s 2025 Target Amount is based on his salary both before and after his promotion to President of the E&S Segment on May 5, 2025. 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 those of our shareholders. Long-term equity incentives also promote retention, as, subject to limited exception, executive officers will only receive value with respect to the equity incentives 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 salaries for 2025 (except for Ms. Miller, her 2025 target amount was equal to 75% of her 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 stock on the second trading day following the release of the Company’s financial results for the fourth quarter of the immediately preceding fiscal year, 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 stock after the markets respond, positively or negatively, to our announced financial results. In February 2025, 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 2025 Mix: PRSUs and Service-Based RSUs The 2025 mix of long-term incentives granted to the NEOs is shown in the following table:

  31. CALCULATION OF ADJUSTED EBIT

    | EQUITY VEHICLE | 2025 ALLOCATION | VESTING PERIOD | VESTING CRITERIA | RATIONALE FOR USE | | PRSUs | 50% | 3-year cliff | • Adjusted operating return on average adjusted tangible common equity • Growth in adjusted tangible common equity per share of common stock | • 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 | • Vests solely based on continued employment through each applicable vesting date | • Aligns NEOs’ interests with interests of shareholders • Promotes retention • Provides value even during periods of stock price or market downturn |

  32. CALCULATION OF GROWTH IN ADJUSTED TANGIBLE COMMON EQUITY PER SHARE OF COMMON STOCK

    | NEO | 2024 BASE SALARY ($) | 2025 TARGET LONG-TERM INCENTIVE OPPORTUNITY (AS A % OF BASE SALARY) (%) | PRSUs AT TARGET ($) | PRSUs AT TARGET (#) | SERVICE- BASED RSUs ($) | SERVICE- BASED RSUs (#) | | Frank N. D’Orazio | 966,625 | 100 | 483,313 | 131,334 | 483,313 | 131,334 | | Sarah C. Doran | 572,000 | 100 | 286,000 | 77,717 | 286,000 | 77,717 | | Richard J. Schmitzer | 669,955 | 100 | 334,977 | 91,026 | 334,977 | 91,026 | | Michael J. Hoffmann | 442,000 | 100 | 221,000 | 60,054 | 221,000 | 60,054 | | Jeanette L. Miller | 360,000 | 75 | 135,000 | 36,684 | 135,000 | 36,684 | | Todd R. Sutherland* | n/a | n/a | — | — | 250,000 | 42,955 |

  33. CALCULATION OF GROWTH IN ADJUSTED TANGIBLE COMMON EQUITY PER SHARE OF COMMON STOCK

    | 2023-2025 PRSU PERFORMANCE METRICS | WEIGHT | THRESHOLD | TARGET | MAXIMUM | ACTUAL RESULT | ACHIEVED PAYOUT PERCENTAGE | WEIGHTED ACHIEVED PAYOUT PERCENTAGE | | Adjusted operating return on average adjusted tangible common equity | 50% | 6.5% | 12.9% | 19.4% | 8.9% | 68.7% | 34.3% | | Growth in adjusted tangible common equity per share of common stock | 50% | 4.1% | 8.2% | 12.3% | 6.4% | 77.4% | 38.7% | | Total | | | | | | | 73% |

  34. 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 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 shares of common stock is owned by any executive officer. For purposes of the Guidelines, the fair market value of the shares of common stock is established using the greater of (i) the average closing price of the shares of common stock 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 shares of common stock 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, 2025. 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 represent an appropriate balance of fixed and variable compensation opportunities, and 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. In 2025, we conducted an assessment of our executive compensation programs and practices. We concluded that the level of risk associated with the Company’s executive compensation programs is not reasonably likely to have a material adverse effect on the Company. The results of the risk assessment for 2025 executive compensation programs were reviewed by Aon and our enterprise management team. 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. Policies on Timing of Equity Grants We generally do not grant stock options or other 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. Annual equity awards to all officers, including the NEOs, and directors are typically awarded by the Committee at a prescheduled meeting in February of each fiscal year with a grant date for such awards occurring on the second trading day following the Company’s release of earnings. Equity awards may occasionally be awarded on an off-cycle basis, including to new hires, promoted employees or new directors, with a grant date for such awards occurring on the second trading day following the Company’s release of earnings. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  35. Summary Compensation Table

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

  36. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS(1) ($) | STOCK AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Frank N. D’Orazio, Chief Executive Officer | 2025 | 990,791 | — | 966,618 | 934,891 | 37,988 | 2,930,288 | | | 2024 | 966,625 | — | 966,613 | 745,268 | 30,747 | 2,709,253 | | | 2023 | 959,318 | — | 924,967 | 773,300 | 63,106 | 2,720,691 | | Sarah C. Doran, Chief Financial Officer | 2025 | 586,300 | 286,000 | 571,997 | 553,221 | 29,773 | 2,027,291 | | | 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 | | Richard J. Schmitzer, Former President and Chief Executive Officer, E&S Segment(5) | 2025 | 463,479 | 334,978 | 669,951 | 421,869 | 35,533 | 1,925,810 | | | 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 | | Michael J. Hoffmann, Group Chief Underwriting Officer | 2025 | 453,050 | 165,750 | 441,997 | 320,617 | 33,921 | 1,415,335 | | | 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 | | Jeanette L. Miller, Chief Legal Officer | 2025 | 369,000 | 135,000 | 269,994 | 261,136 | 24,639 | 1,059,769 | | Todd R. Sutherland, President of the E&S Segment | 2025 | 375,119 | 52,000 | 249,998 | 295,620 | 22,353 | 995,090 |

  37. Summary Compensation Table

    (1) Represents amount of retention award paid in 2025 to Ms. Doran, Mr. Schmitzer, Mr. Hoffmann and Ms. Miller pursuant to a cash retention award granted by the Board of Directors of the Company on July 25, 2024. Please see “Compensation Discussion & Analysis IV. Compensation Program Components — 2024 One-Time Retention Awards” for further detail. For Mr. Sutherland, this amount represents the first vested tranche of the cash incentive award granted to him in 2024 under the 2014 LTIP prior to his appointment as President of the E&S Segment, which award vests in equal annual installments over three years. (2) Represents the aggregate grant date fair value of PRSUs and Service-Based RSUs awarded to our named executive officers in 2025 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 Service-Based RSUs, the value is based on the closing price of the Company’s common stock on the date of grant. Assuming the maximum level of performance is achieved, the value at the grant date for the PRSUs awarded to each of Mr. D’Orazio, Ms. Doran, Mr. Schmitzer, Mr. Hoffmann and Ms. Miller in 2025 would be $966,625, $572,000, $669,955, $442,000, and $270,000, respectively. Mr. Sutherland did not receive a PRSU award in 2025. See Note 14 — “Equity Awards” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the assumptions that were used in determining the dollar amounts recognized for financial statement reporting purposes of equity awards. Upon his retirement on October 15, 2025, Mr. Schmitzer forfeited a portion of the grant-date value of the PRSUs and Service-Based RSUs equal to $470,190 of his 2025 grant, $246,578 of his 2024 grant and $22,546 of his 2023 grant. (3) Represents the annual cash incentive awards paid to each of our named executive officers pursuant to the STI Plan, which are based on the achievement of financial and strategic performance metrics. See “Compensation Discussion & Analysis IV. Compensation Program Components — Short-Term Incentives” for further detail. For Mr. Schmitzer, the amount for 2025 represents a pro-rated payment of his STI Plan award in connection with his retirement from the Company based upon the level of achievement of the performance goals for such fiscal year, with such pro-rated amounts determined based upon the period he was employed by the Company during 2025. (4) See the immediately following table for a description of the compensation included in the “All Other Compensation” column. Mr. Schmitzer stepped down as President and Chief Executive Officer of the E&S Segment effective May 5, 2025 and July 31, 2025, respectively, and retired from the Company on October 15, 2025. The following table provides a description of the compensation included in the “All Other Compensation” column of the Summary Compensation Table:

  38. Summary Compensation Table

    | NAME | 401(K) PLAN COMPANY CONTRIBUTION ($) | ACCRUED DIVIDENDS PAID UPON VESTING OF RSUS ($) | OTHER(a) ($) | TOTAL ALL OTHER COMPENSATION ($) | | Frank N. D’Orazio | 21,000 | 16,475 | 513 | 37,988 | | Sarah C. Doran | 21,000 | 8,260 | 513 | 29,773 | | Richard J. Schmitzer | 21,000 | 14,020 | 513 | 35,533 | | Michael J. Hoffmann | 21,000 | 5,508 | 7,413 | 33,921 | | Jeanette L. Miller | 21,000 | 3,126 | 513 | 24,639 | | Todd R. Sutherland | 21,000 | 840 | 513 | 22,353 |

  39. Summary Compensation Table

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

  40. 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 2025. All equity awards granted to our named executive officers in 2025 were in the form of Service-Based RSUs and PRSUs.

  41. 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(4) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(5) ($) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Frank N. D’Orazio | 3/5/2025 | 2/20/2025 | | | | 65,667 | 131,334 | 262,668 | | 483,309 | | | 3/5/2025 | 2/20/2025 | | | | | | | 131,334 | 483,309 | | | | | 497,812 | 995,624 | 1,493,436 | | | | | | | Sarah C. Doran | 3/5/2025 | 2/20/2025 | | | | 38,858 | 77,717 | 155,434 | | 285,999 | | | 3/5/2025 | 2/20/2025 | | | | | | | 77,717 | 285,999 | | | | | 294,580 | 589,160 | 883,740 | | | | | | | Richard J. Schmitzer | 3/5/2025 | 2/20/2025 | | | | 45,513 | 91,026 | 182,052 | | 334,976 | | | 3/5/2025 | 2/20/2025 | | | | | | | 91,026 | 334,976 | | | | | 334,978 | 669,955 | 1,004,933 | | | | | | | Michael J. Hoffmann | 3/5/2025 | 2/20/2025 | | | | 30,027 | 60,054 | 120,108 | | 220,999 | | | 3/5/2025 | 2/20/2025 | | | | | | | 60,054 | 220,999 | | | | | 170,723 | 341,445 | 512,168 | | | | | | | Jeanette L. Miller | 3/5/2025 | 2/20/2025 | | | | 18,342 | 36,684 | 73,368 | | 134,997 | | | 3/5/2025 | 2/20/2025 | | | | | | | 36,684 | 134,997 | | | | | 139,050 | 278,100 | 417,150 | | | | | | | Todd R. Sutherland | 8/6/2025 | 7/24/2025 | | | | | | | 42,955 | 249,998 | | | | | 160,489 | 320,977 | 481,466 | | | | | |

  42. Grants of Plan-Based Awards

    (1) On February 20, 2025 and July 24, 2025, the Board, at the recommendation of the Compensation and Human Capital Committee (the “Compensation Committee”), approved the equity awards to be granted to the named executive officers. In accordance with the Compensation 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 2024 fiscal year-end and second quarter 2025 earnings releases. (2) The amounts shown represent each named executive officer’s threshold, target and maximum annual cash incentive opportunities for performance in 2025, 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, and in the case of Mr. Schmitzer was subject to pro-ration of his salary (both before and after the August 2025 amendment to his employment agreement as described in “Compensation Discussion & Analysis V. Post-Employment Compensation and Other Benefits — Retirement of Mr. Schmitzer”) for time worked during the 2025 performance year. The annual cash incentive awards earned by our named executive officers for performance in 2025 were paid during the first quarter of 2026 and are reflected in the Summary Compensation Table. (3) The amounts shown represent the threshold, target and maximum number of PRSUs granted to each named executive officer in 2025 pursuant to the 2014 LTIP, except for Mr. Sutherland, who did not receive a PRSU award in 2025. The PRSUs granted in 2025 have a performance period of January 1, 2025 to December 31, 2027. The actual amount of each named executive officer’s award will be based on the achievement of certain performance goals, as discussed in “Compensation Discussion and Analysis IV. Compensation Program Components — Long-Term Incentives.” The amounts shown represent the Service-Based RSUs granted to each of our named executive officers in 2025 pursuant to the 2014 LTIP, which vest in equal annual installments over three years based on the named executive officers’ continued service with the Company, as discussed in “Compensation Discussion and Analysis IV. Compensation Program Components — Long-Term Incentives.” The grant date fair value of the Service-Based RSUs and PRSUs, as applicable, was calculated in accordance with FASB ASC Topic 718, and reflects the assumptions set forth in Note 14 — “Equity Awards” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of the Service-Based RSUs is based on the closing price of the Company’s common stock on the date of grant. The grant date fair value of the PRSUs is determined based upon the probable outcome of the performance conditions, excluding the effect of estimated forfeitures.

  43. 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, 2025, which consisted of Service-Based RSUs and PRSUs.

  44. 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(3) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(5) ($) | | Frank N. D’Orazio | 3/1/2023(1) | 6,209 | 39,489 | — | — | | | 3/1/2023(2) | 13,597 | 86,477 | — | — | | | 3/1/2024(1) | 32,878 | 209,104 | — | — | | | 3/1/2024 | — | — | 49,317 | 313,656 | | | 3/5/2025(1) | 131,334 | 835,284 | — | — | | | 3/5/2025 | — | — | 131,334 | 835,284 | | Sarah C. Doran | 3/1/2023(1) | 3,692 | 23,481 | — | — | | | 3/1/2023(2) | 8,085 | 51,421 | — | — | | | 3/1/2024(1) | 19,456 | 123,740 | — | — | | | 3/1/2024 | — | — | 29,183 | 185,604 | | | 3/5/2025(1) | 77,717 | 494,280 | — | — | | | 3/5/2025 | — | — | 77,717 | 494,280 | | Richard J. Schmitzer | 3/1/2023(2) | 8,892 | 56,553 | — | — | | | 3/1/2024 | — | — | 20,415 | 129,839 | | | 3/5/2025 | — | — | 23,941 | 152,265 | | Michael J. Hoffmann | 3/1/2023(1) | 2,853 | 18,145 | — | — | | | 3/1/2023(2) | 6,247 | 39,731 | — | — | | | 3/1/2024(1) | 15,034 | 95,616 | — | — | | | 3/1/2024 | — | — | 22,551 | 143,424 | | | 3/5/2025(1) | 60,054 | 381,943 | — | — | | | 3/5/2025 | — | — | 60,054 | 381,943 | | Jeanette L. Miller | 3/1/2023(1) | 1,426 | 9,069 | — | — | | | 3/1/2023(2) | 3,122 | 19,856 | — | — | | | 3/1/2024(1) | 9,184 | 58,410 | — | — | | | 3/1/2024 | — | — | 13,775 | 87,609 | | | 3/5/2025(1) | 36,684 | 233,310 | — | — | | | 3/5/2025 | — | — | 36,684 | 233,310 | | Todd R. Sutherland | 7/27/2023(1) | 3,111 | 19,786 | — | — | | | 8/6/2025(1) | 42,955 | 273,194 | — | — |

  45. Outstanding Equity Awards at Fiscal Year-End

    Represents the number of Service-Based RSUs granted to each of our named executive officers pursuant to the 2014 LTIP, which vest in equal annual installments over three years based on the named executive officers continued service with the Company. The vesting dates for each unvested Service-Based RSU is as follows: for awards granted in 2023: March 1, 2026 for the awards granted on March 1, 2023 and May 4, 2026 for Mr. Sutherland’s award granted on July 27, 2023; for awards granted in 2024: March 1 of each the years 2026 and 2027; and for awards granted in 2025: March 5 of each of the years 2026 through 2028 for the awards granted on March 5, 2025 and August 6 of each of the years 2026 through 2028 for Mr. Sutherland’s award granted on August 6, 2025. The vesting of the Service-Based RSUs may be accelerated or otherwise subject to special treatment in the circumstances described in the section below titled “Potential Payments upon Termination or Change in Control — Equity Awards.” Represents the number of PRSUs earned by Mr. D’Orazio, Ms. Doran, Mr. Schmitzer, Mr. Hoffmann and Ms. Miller, which PRSUs were granted in 2023 pursuant to the 2014 LTIP with a performance period of January 1, 2023 through December 31, 2025 and which vested on March 2, 2026 based on the named executive officers’ continued employment on such date. (3) Market value is determined based on the number of shares of common stock indicated multiplied by the closing price of the Company’s common stock of $6.36 on December 31, 2025, as reported by the Nasdaq Stock Market. (4) Represents the number of PRSUs based on achievement of target level performance for the applicable three-year performance period. The PRSUs vest following the end of a three-year performance period beginning on the first anniversary of the grant date, based upon the level of achievement of specified performance metrics, and the number of shares that ultimately vest may range from 0 to 200% of the target depending on actual performance during the applicable performance period. See “Compensation Discussion and Analysis IV. Compensation Program Components — Long-Term Incentives” for further detail. The vesting of the PRSUs may be accelerated or otherwise subject to special treatment in the circumstances described in the section below titled “Potential Payments upon Termination or Change in Control — Equity Awards.” (5) Market value is determined based on target level performance multiplied by the closing price of the Company’s common stock of $6.36 on December 31, 2025, as reported by the Nasdaq Stock Market.

  46. 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 2025. There were no stock option exercises during 2025, and no stock options were outstanding as of December 31, 2025.

  47. Option Exercises and Stock Vested

    | NAME | NUMBER OF SHARES ACQUIRED ON VESTING(1) (#) | VALUE REALIZED ON VESTING(2) ($) | | Frank N. D’Orazio | 56,977 | 311,678 | | Sarah C. Doran | 31,102 | 171,580 | | Richard J. Schmitzer | 81,192 | 440,646 | | Michael J. Hoffmann | 22,471 | 124,850 | | Jeanette L. Miller | 12,493 | 68,646 | | Todd R. Sutherland | 3,110 | 14,897 |

  48. Option Exercises and Stock Vested

    (1) For each of our named executive officers, other than Messrs. Schmitzer and Sutherland, this amount represents (a) Service-Based RSUs granted in each of 2024, 2023 and 2022 that vested on March 1, 2025 and March 2, 2025, and (b) the PRSUs granted in 2023 that satisfied the applicable performance conditions as of December 31, 2025 and were settled on March 2, 2026. For Mr. Sutherland, this amount represents the Service-Based RSUs granted in 2023 that vested on May 4, 2025. For Mr. Schmitzer, this number represents the Service-Based RSUs granted in each of 2024, 2023 and 2022 that vested on March 1, 2025 and March 2, 2025, the portion of the Service-Based RSUs granted in each of 2025, 2024 and 2023 that became vested as of his retirement date, and the pro-rated portion of the PRSUs granted in 2023 that satisfied the applicable performance conditions as of December 31, 2025 and were settled on March 2, 2026. (2) The value realized is determined based on the closing sales price of our common stock on the vesting date as reported on the Nasdaq Stock Market, multiplied by the number of shares of common stock underlying the Service-Based RSUs and PRSUs that vested.

  49. 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 2025.

  50. 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 officer (“PEO”) 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.

  51. Pay versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1)(2) ($) | COMPENSATION ACTUALLY PAID TO PEO(1)(3)(4) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(1)(2) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(1)(3)(4) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(5) | | NET INCOME(6) ($ THOUSANDS) | ADJUSTED EBIT(7) ($ THOUSANDS) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 2,930,288 | 3,731,956 | 1,484,659 | 1,612,008 | 14.11 | 234.33 | 47,427 | 105,400 | | 2024 | 2,709,253 | 1,990,044 | 1,597,040 | 1,252,858 | 10.72 | 212.86 | (81,120) | 104,800 | | 2023 | 2,720,691 | 1,589,888 | 1,465,981 | 945,280 | 19.91 | 157.12 | (107,684) | 116,823 | | 2022 | 3,121,935 | 2,880,460 | 1,585,061 | 1,516,446 | 44.46 | 141.79 | 30,973 | 91,827 | | 2021 | 1,317,980 | 116,822 | 1,164,640 | 571,782 | 60.72 | 119.28 | (172,799) | (187,112) |

  52. Pay versus Performance

    (1) Frank N. D’Orazio has served as our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  53. Pay versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | Sarah C. Doran | | Daniel J. Heinlein | Daniel J. Heinlein | Daniel J. Heinlein | Richard J. Schmitzer | Richard J. Schmitzer | | Terence M. McCafferty | Terence M. McCafferty | Terence M. McCafferty | William K. Bowman | Michael J. Hoffmann | | Richard J. Schmitzer | Richard J. Schmitzer | Richard J. Schmitzer | Michael J. Hoffmann | Jeanette L. Miller | | Robert P. Myron | | Michael J. Hoffmann | | Todd R. Sutherland |

  54. Pay versus Performance

    (2) The amounts shown for Summary Compensation Table total for each applicable fiscal year (i) for the PEO, are the amounts of total compensation as reported in the Summary Compensation Table for the PEO, and (ii) for the Non-PEO NEOs, are the average of the amounts of total compensation as reported in the Summary Compensation Table for such Non-PEO NEOs. (3) 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 during the applicable fiscal year. These amounts reflect the Summary Compensation Table total for the PEO and the average of the Summary Compensation Table totals for Non-PEO NEOs, with certain adjustments as required by Item 402(v) of Regulation S-K and described in footnote 4 below. (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB Topic 718, with the value of the PRSUs calculated based upon the probable outcome of the performance conditions. The valuation methodologies and assumptions used to calculate the equity values included in Compensation Actually Paid are based on our grant date fair value of the equity awards as disclosed in the Company’s audited financial statements for the applicable fiscal year. Amounts in the Exclusion of Stock Awards column below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  55. Pay versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | EXCLUSION OF STOCK AWARDS FOR PEO ($) | INCLUSION OF EQUITY VALUES FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO ($) | | 2025 | 2,930,288 | (966,618) | 1,768,286 | 3,731,956 |

  56. Pay versus Performance

    | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE EXCLUSION OF STOCK AWARDS FOR NON-PEO NEOS ($) | AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2025 | 1,484,659 | (440,787) | 568,136 | 1,612,008 |

  57. Pay versus Performance

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

  58. Pay versus Performance

    | YEAR | PLUS YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO ($) | PLUS CHANGE IN FAIR VALUE AS OF LAST DAY OF YEAR (FROM LAST DAY OF PRIOR YEAR) OF UNVESTED EQUITY AWARDS FOR PEO ($) | PLUS VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO ($) | PLUS CHANGE IN FAIR VALUE AS OF VESTING DATE (FROM LAST DAY OF PRIOR YEAR) OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO ($) | LESS FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO ($) | PLUS VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS PRIOR TO VESTING NOT OTHERWISE INCLUDED FOR PEO ($) | TOTAL — INCLUSION OF EQUITY VALUES FOR PEO ($) | | 2025 | 1,683,342 | 81,353 | — | 3,591 | — | — | 1,768,286 |

  59. Pay versus Performance

    | YEAR | PLUS AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOS ($) | PLUS AVERAGE CHANGE IN FAIR VALUE AS OF LAST DAY OF YEAR (FROM LAST DAY OF PRIOR YEAR) OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS ($) | PLUS AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | PLUS AVERAGE CHANGE IN FAIR VALUE AS OF VESTING DATE (FROM LAST DAY OF PRIOR YEAR) OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | LESS AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS ($) | PLUS AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS PRIOR TO VESTING NOT OTHERWISE INCLUDED FOR NON-PEO NEOS ($) | TOTAL — AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | | 2025 | 532,716 | 24,754 | 32,788 | 2,915 | (25,037) | — | 568,136 |

  60. Pay versus Performance

    (5) The Peer Group TSR set forth in this table utilizes the S&P 500 Property & Casualty Insurance index (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, 2025. The comparison of TSR assumes $100 was invested for the period starting December 31, 2020, through the last day of the listed year in each of the Company’s common stock and the S&P P&C Index, respectively. (6) These amounts represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. 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, and we have selected it as our most important financial performance measure to link Compensation Actually Paid to our named executive officers to Company performance. 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.

  61. NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

    NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE 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 PEO, 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 PEO, 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 PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBIT during the five most recently completed fiscal years.

  62. 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, 2025: • 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, 2025 to Company performance, we have listed all such measures that were used.

  63. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  64. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 1,493,436 | 5,973,744 | — | — | | Insurance | 39,502 | 39,502 | — | — | | Non-Equity Incentive Plan Compensation | 934,891 | 934,891 | 995,624 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 1,098,190 | 1,098,190 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | 587,775(1) | 587,775 | — |

  65. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 1,178,320 | 1,472,900 | — | — | | Insurance | 21,685 | 21,685 | — | — | | Non-Equity Incentive Plan Compensation | 553,221 | 553,221 | 589,160 | — | | Relocation Expenses from North Carolina | 100,000 | 100,000 | — | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 649,978 | 649,978 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | 348,071(1) | 348,071 | — |

  66. 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 | 455,260 | 682,890 | 455,260 | — | — | | Insurance | 37,735 | 37,735 | 37,735 | — | — | | Non-Equity Incentive Plan Compensation | 320,617 | 320,617 | 320,617 | 341,445 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 502,255 | 502,255 | 502,255 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | 268,968(1) | 268,968(1) | 268,968 | — |

  67. QUANTIFICATION OF TERMINATION BENEFITS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITHOUT CHANGE IN CONTROL) ($) | WITHOUT CAUSE, FOR GOOD REASON OR NON-RENEWAL TERMINATION (WITH CHANGE IN CONTROL) ($) | DEATH OR DISABILITY ($) | RETIREMENT ($) | | Separation Payment | 370,800 | 556,200 | — | — | | Insurance | — | — | — | — | | Non-Equity Incentive Plan Compensation | 261,136 | 261,136 | 278,100 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 304,664 | 304,664 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | 159,604(1) | 159,604 | — |

  68. 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 | 400,000 | 600,000 | 400,000 | — | — | | Insurance | 21,685 | 21,685 | 21,685 | — | — | | Non-Equity Incentive Plan Compensation | 295,620 | 295,620 | 295,620 | 320,977 | — | | Service Based RSUs (amount includes accrued dividends payable upon vesting) | — | 294,772 | 294,772 | 294,772 | — | | PRSUs (amount includes accrued dividends payable upon vesting) | — | — | — | — | — | | Cash Incentive Award (unvested amount outstanding) | — | 264,680 | 264,680 | 264,680 | — |

  69. 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 2025 compensation of our Chief Executive Officer, Frank N. D’Orazio, to the total compensation of our median employee for 2025. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules. 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 2025 for every full-time, part-time and short-term employee employed by us as of December 31, 2025 (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 2025 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 $2,930,288, and our median employee’s total annual compensation was $106,792. The ratio of the total annual compensation of Mr. D’Orazio to the total annual compensation for our median employee in 2025 is approximately 27 to 1.

  70. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, shareholders will elect six individuals to serve as directors and hold office until our 2027 annual 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 Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, Christine LaSala and Peter B. Migliorato as directors to serve until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified.