DEF 14A of Berkley W R Corp, Apr 25, 2025

DEF 14A of Berkley W R Corp

Filed Apr 25, 2025 · FY20240001193125-25-096949

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Our Directors and Director Nominees

    Our Directors and Director Nominees You are being asked to vote for the election of four directors for the terms set forth below. Six other directors are continuing in office. Detailed information about each director’s and director nominee’s background, skills and areas of expertise can be found beginning on page 12.

  3. Our Directors and Director Nominees

    | Name | Age | Director Since | Occupation and Experience | Term Expiring | Independent | Committee Memberships | | | | | Other Public Company Boards | | | | | | | | AC | BEC | CC | NCGC | EC | | | Director Nominees Standing for Election | | | | | | | | | | | | | Ronald E. Blaylock | 65 | 2001 | Founder and Managing Partner of GenNx360 Capital Partners; founder and former Chairman and Chief Executive Officer of Blaylock & Company, Inc. | 2027 | Yes | | ✓ | ✓ | ✓ | | 3 (Pfizer Inc., CarMax, Inc. and Advantage Solutions Inc.) | | Mary C. Farrell | 75 | 2006 | Chairman of the Howard Gilman Foundation; former Managing Director at UBS | 2028 | Yes | | ✓ | C | ✓ | ✓ | None | | Marie A. Mattson | 71 | 2024 | Secretary of the University for Georgetown University | 2028 | Yes | ✓ | | | ✓ | | None | | Robert A. Rusbuldt | 68 | N/A | President of Rusbuldt & Associates, LLC and former President and CEO of Independent Insurance Agents & Brokers of America, Inc. | 2026 | Yes | | | | | | None | | Directors Continuing in Office | | | | | | | | | | | | | William R. Berkley | 79 | 1967 | Executive Chairman of the Board of Directors | 2027 | No | | | | | C | None | | W. Robert Berkley, Jr. | 52 | 2001 | President and Chief Executive Officer of the Company | 2026 | No | | | | | ✓ | None | | Christopher L. Augostini | 60 | 2012 | Executive Vice President for Business and Administration, and Chief Financial Officer of Emory University and Emory Healthcare and Vice Chair of the Emory Healthcare Board of Directors | 2027 | Yes | C/F | ✓ | | ✓ | | None | | María Luisa Ferré | 61 | 2017 | Chief Executive Officer of FRG, LLC | 2026 | Yes | ✓ | | | ✓ | | 1 (Popular, Inc.) | | Daniel L. Mosley | 68 | 2023 | Partner and Head of Family Advisory Services of BDT & MSD Partners; former Partner, Cravath, Swaine & Moore LLP | 2026 | Yes | | | ✓ | ✓ | | None | | Jonathan Talisman | 65 | 2019 | Founder and Managing Partner of Capitol Tax Partners | 2027 | Yes | ✓ | | | ✓ | | None | | Director Not Continuing in Office | | | | | | | | | | | | | Mark L. Shapiro | 81 | 1974 | Former Senior Consultant to the Export-Import Bank of the United States; former Managing Director of Schroder & Co. Inc. | 2025 | Yes | F | ✓ | | ✓ | ✓ | None |

  4. Our Directors and Director Nominees

    | AC | Audit Committee |

  5. Our Directors and Director Nominees

    | NCGC | Nominating and Corporate Governance Committee |

  6. Our Directors and Director Nominees

    | BEC | Business Ethics Committee |

  7. Our Directors and Director Nominees

    | EC | Executive Committee |

  8. Our Directors and Director Nominees

    | CC | Compensation Committee |

  9. Our Directors and Director Nominees

    | C | Chair |

  10. Our Directors and Director Nominees

    | F | Audit Committee Financial Expert |

  11. Our Directors and Director Nominees

    | 10 | W. R. Berkley Corporation |

  12. Our Directors and Director Nominees

    The Board of Directors, currently comprising ten directors, is divided into three classes, each class generally serving a three-year term. Each year, the term of one class expires. This year, the term of a class consisting of four directors expires, with one director (Mark L. Shapiro) retiring from the Board after 51 years of service and not standing for re-election. The Board of Directors intends that the shares represented by proxy, unless otherwise indicated therein, will be voted for the election of Mary C. Farrell and Marie A. Mattson as directors for a three-year term until the Annual Meeting in 2028, Ronald E. Blaylock as a director for a two-year term until the Annual Meeting in 2027, and Robert A. Rusbuldt as a director to for a one-year term until the Annual Meeting in 2026, in each case until their successors are duly elected and qualified, unless sooner displaced. There are no arrangements or understandings between the nominees for director and any other person regarding the nominees selection. The persons designated as proxies reserve full discretion to cast votes for other persons if any of the nominees are unable to serve. However, the Board of Directors has no reason to believe that any nominee will be unable to serve if elected. The proxies cannot be voted for more than four nominees. Following the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors unanimously recommends a vote “FOR” all of the nominees for director. The following table sets forth biographical and other information regarding each nominee and the remaining directors who will continue in office after the Annual Meeting.

  13. Our Directors and Director Nominees

    | 2025 Proxy Statement | 11 |

  14. Director Nominees Standing for Election

    Director Nominees Standing for Election

  15. Director Nominees Standing for Election

    | Ronald E. Blaylock | | Mary C. Farrell | | | | Director Since: 2001 Age: 65 Occupation: Founder and Managing Partner of GenNx360 Capital Partners Expiring Term: 2027 Independent: Yes Committees: Business Ethics, Compensation, Nominating and Corporate Governance Other Public Company Directorships: Pfizer Inc., CarMax, Inc., and Advantage Solutions Inc. | | Director Since: 2006 Age: 75 Occupation: Chairman of the Howard Gilman Foundation Expiring Term: 2028 Independent: Yes Committees: Business Ethics, Compensation (Chair), Executive, Nominating and Corporate Governance Other Public Company Directorships: None | | Key Experience: Founder and Managing Partner of GenNx360 Capital Partners, a private equity buyout firm, since 2006. Between 1993 and 2006, Mr. Blaylock was the Founder, Chairman and Chief Executive Officer of Blaylock & Company, Inc., an investment banking firm. Prior to that, he held senior management positions with PaineWebber Group and Citicorp. He currently serves on the Boards of Pfizer, Inc., CarMax, Inc. and Advantage Solutions Inc. He is currently a Trustee of Carnegie Hall and the New York University Stern School of Business. He was a Director of Urban One, Inc. until 2019, and formerly served on the Board of Trustees of Georgetown University, American Ballet Theater, Covenant House, National Association of Basketball Coaches, Prep for Prep, Inner-City Scholarship Fund and the Mebane Foundation. Key Qualifications, Attributes or Skills: Mr. Blaylock’s founding and management of two financial services companies has provided him with valuable entrepreneurial business, leadership and management experience. As a result, he brings substantial financial expertise to the Company’s Board of Directors. In addition, his experience on the boards of directors of other public companies and non-profit organizations enables him to bring other public company leadership, operational and sustainability perspectives and experience to the Company’s Board of Directors. | | Key Experience: Chairman of the Howard Gilman Foundation (and a member of its Board since 2006) and Lead Independent Trustee of Fidelity Strategic Advisor Funds (and a Trustee since 2013). Ms. Farrell retired in July 2005 from UBS, where she served as a Managing Director, Chief Investment Strategist for UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group. Ms. Farrell is a member of the Board of Yale New Haven Hospital (and previously its Chairman) and Chair of Yale New Haven Health System. Key Qualifications, Attributes or Skills: Ms. Farrell’s career in investment banking, including serving in various leadership roles at UBS, provides valuable business experience and critical insights regarding investments, finance, strategic transactions, woman/gender issues, as well as diversity and inclusion. She brings considerable financial expertise to the Company’s Board of Directors, providing an understanding of financial statements, corporate finance, executive compensation and capital markets. | |

  16. Director Nominees Standing for Election

    | 12 | W. R. Berkley Corporation |

  17. Director Nominees Standing for Election

    | Marie A. Mattson | | Robert A. Rusbuldt | | | | Director Since: 2024 Age: 71 Occupation: Secretary of the University for Georgetown University Expiring Term: 2028 Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Public Company Directorships: None | | Director Since: N/A Age: 68 Occupation: President of Rusbuldt & Associates, LLC and former President and CEO of Independent Insurance Agents & Brokers of America, Inc. Expiring Term: 2026 Independent: Yes Committees: None Other Public Company Directorships: None | | Key Experience: Secretary of the University for Georgetown University since December 2017. From 1997 to 2017, Ms. Mattson served at the John F. Kennedy Center for the Performing Arts, where she was Senior Vice President for Development for the Center, the National Symphony Orchestra (NSO), and the Washington National Opera (WNO). From 1985 to 1997, Ms. Mattson served in various capacities at the Smithsonian Institution, including as its Director of Membership and Development. From 1972-1985, Ms. Mattson worked respectively as a computer programmer, data analyst, systems analyst, systems manager and director of computing services for a department of the U.S. Navy, the Johns Hopkins University, Wayne State University, and the Center for Naval Analyses followed by the Institute for Defense Analysis. Key Qualifications, Attributes or Skills: Ms. Mattson’s broad-ranging experience at senior levels of a major university and in a variety of enterprises enables her to provide valuable business, technology, leadership and management insights to the Company’s Board of Directors. Ms. Mattson possesses operational, financial and management expertise, including insights regarding woman/gender issues, diversity and inclusion. | | Key Experience: President of Rusbuldt & Associates, LLC, a corporate strategy consulting firm for businesses and associations, since 2023. From 2001 to 2023, President and CEO of Independent Insurance Agents & Brokers of America, Inc. (the nation’s largest trade association for independent insurance agents/brokers , “IIAB”), where he also served in roles of increasing responsibility since 1986. Mr. Rusbuldt serves on the boards of the United States Capitol Historical Society, the Ripon Society and for 12 years until recently the National Multiple Sclerosis Society, National Capital Chapter. Key Qualifications, Attributes or Skills: Mr. Rusbuldt has decades of experience in government relations and strategic consulting with respect to the insurance industry, as well as expertise in the areas of risk management, distribution, regulatory matters, public policy and digital marketing. His considerable tenure as the former leader of the IIAB equips him to provide valuable business, leadership and management insights to the Company’s Board of Directors. | |

  18. Director Nominees Standing for Election

    | 2025 Proxy Statement | 13 |

  19. Directors Continuing in Office

    Directors Continuing in Office

  20. Directors Continuing in Office

    | William R. Berkley | | W. Robert Berkley, Jr. | | | | Director Since: 1967 Age: 79 Occupation: Executive Chairman of the Board Expiring Term: 2027 Independent: No Committees: Executive (Chair) Other Public Company Directorships: None | | Director Since: 2001 Age: 52 Occupation: President and Chief Executive Officer Expiring Term: 2026 Independent: No Committees: Executive Other Public Company Directorships: None | | Key Experience: Chairman of the Board since the Company’s formation in 1967 and Executive Chairman since October 2015. He served as Chief Executive Officer from 1967 to October 2015, President and Chief Operating Officer from March 2000 to November 2009 and held such positions at various times from 1967 to 1995. He serves on the Boards or is a Trustee of various charitable and educational organizations, including the W. R. Berkley Corporation Charitable Foundation, the Horatio Alger Association of Distinguished Americans, Inc. and he is a Trustee Emeritus of the National Parks Conservation Association. He is Chair Emeritus and Executive Vice Chair of the New York University Board of Trustees and has served in various capacities at New York University for almost three decades, including Chairman of the Board of Overseers of the Stern School of Business, and member of the Board of Trustees of the New York University Langone Medical Center, as well as Vice Chairman of the Board of Trustees at New York University. In addition, he has served as Vice Chairman of the Board of Directors of Georgetown University, where he helped create the Berkley Center for Religion, Peace, and World Affairs. He is the father of Mr. Rob Berkley. Key Qualifications, Attributes or Skills: The founder of the Company, Mr. Wm. Berkley is widely regarded as one of the most distinguished leaders of the insurance industry. He provides the Company with strategic leadership, bringing to the Company’s Board of Directors deep and comprehensive knowledge of, and experience with, the Company and all facets of the insurance and reinsurance businesses. He has significant investment related experience, including oversight and management, since prior to his founding of the Company. His service as Executive Chairman of the Company creates a vital link between management and the Company’s Board of Directors, enabling the Company’s Board of Directors to perform its oversight function with the benefit of management’s insight on the business. In addition, his service on the Board of Directors provides the Company with effective, ethical and responsible leadership. | | Key Experience: President and Chief Executive Officer of the Company since October 2015 and Vice Chairman and President of Berkley International, LLC since May 2002 and April 2008, respectively. President and Chief Operating Officer of the Company from November 2009 to October 2015, Executive Vice President from August 2005 to November 2009, Senior Vice President — Specialty Operations from January 2003 to August 2005, and a variety of positions of increasing responsibility since September 1997. From July 1995 to August 1997, Mr. Rob Berkley was employed in the Corporate Finance Department of Merrill Lynch Investment Company. He serves on the Boards or is a Trustee of various charitable and educational organizations, including the W. R. Berkley Corporation Charitable Foundation. He serves on the Georgetown University Board of Trustees and the Board of Advisors of the McDonough School of Business at Georgetown. He also serves on the boards of Brunswick School, St. John’s University School of Risk Management, Insurance and Actuarial Science, and the American Property Casualty Insurance Association (APCIA); serves as Chairman of the Greenwich Hospital Board of Trustees and American Institute for Chartered Property Casualty Underwriters (The Institutes); and is a member of the Yale New Haven Health Systems Board of Trustees and Investment Committee. He is the son of Mr. William R. Berkley. Key Qualifications, Attributes or Skills: Mr. Rob Berkley’s substantial experience in all areas of the Company’s operations and of the insurance industry, as well as his service as a Director (and prior service as Chairman of the Board) of NCCI Holdings, Inc. (the nation’s largest provider of workers’ compensation and employee injury data and statistics), on the Board of Trustees of The Institutes and prior investment banking experience, enable him to bring to the Company’s Board of Directors insightful, extensive knowledge of the Company’s business and the insurance industry. | |

  21. Directors Continuing in Office

    | 14 | W. R. Berkley Corporation |

  22. Directors Continuing in Office

    | Christopher L. Augostini | | María Luisa Ferré | | | | Director Since: 2012 Age: 60 Occupation: Executive Vice President for Business and Administration, and Chief Financial Officer of Emory University and Emory Healthcare and Vice Chair of the Emory Healthcare Board of Directors Expiring Term: 2027 Independent: Yes Committees: Audit (Chair), Business Ethics, Nominating and Corporate Governance Other Public Company Directorships: None | | Director Since: 2017 Age: 61 Occupation: Chief Executive Officer of FRG, LLC Expiring Term: 2026 Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Public Company Directorships: Popular, Inc. | | Key Experience: Executive Vice President for Business and Administration (since July 2017), Chief Financial Officer (since February 2020) of Emory University and Chief Financial Officer for Emory Healthcare and Vice Chair of the Emory Healthcare Board of Directors. Previously, Mr. Augostini was Senior Vice President and Chief Operating Officer of Georgetown University, where previously he served in various other positions, including as Chief Financial Officer, from 2000 to 2017. Prior thereto, he was a member of New York City Mayor Rudolph Giuliani’s administration in various capacities, including chief of staff to the deputy mayor for operations, director of intergovernmental affairs, and deputy budget director from 1995 to 2000; an analyst for the New York State General Assembly’s Higher Education Committee and its Ways and Means Committee in the late 1980s and early 1990s. He began his career conducting workforce and economic development research at the Nelson A. Rockefeller Institute of Government, the public policy arm of the State University of New York higher education system. In addition, Mr. Augostini serves as a member of the Board of Directors of Emory Innovations Inc., Clifton Casualty Insurance Company LTD, the Georgia Chamber of Commerce, and EMTECH, Inc. He is a former member of the Joint Advisory Board of Georgetown University, the Qatar Foundation, and a former member of the Board of Directors of Atlanta Midtown Alliance. Key Qualifications, Attributes or Skills: Mr. Augostini’s extensive experience at senior levels of both major universities and in government enables him to provide valuable business, leadership and management insights to the Company’s Board of Directors. Mr. Augostini possesses operational, financial, management and investment expertise, including an understanding of accounting, financial statements and corporate finance. | | Key Experience: CEO of FRG, LLC, a diversified family holding company with leading operations in media, real estate, contact centers and distribution in Puerto Rico, the United States and Chile, since 2001. She has been a Member of the Board of Directors of GFR Media, LLC since 2003 and was its Chair from 2006 to February 2016. Ms. Ferré is also the Publisher of El Nuevo Día newspaper and of Primera Hora newspaper since 2006. She has been a member of the Board of Directors of Popular, Inc. since 2004. Ms. Ferré has served as the President and Trustee of The Luis A. Ferré Foundation, Inc. since 2003. She has been the President of the Board of Directors of Multisensory Reading Center of PR, Inc. since 2012, as well as a member of the Latin American Caribbean Fund of The Museum of Modern Art since 2013 and a member of the Board of Directors of the Partnership for Modern Puerto Rico since 2019. Key Qualifications, Attributes or Skills: Ms. Ferré possesses executive leadership experience and a deep understanding of business operations, sustainability, woman/gender issues, diversity and inclusion issues, as well as management and oversight skills that allow her to make significant contributions to the Company’s Board of Directors. Her deep media and publishing experience enable her to provide thoughtful insight regarding the communication needs of the Company. | |

  23. Directors Continuing in Office

    | 2025 Proxy Statement | 15 |

  24. Directors Continuing in Office

    | Daniel L. Mosley | | Jonathan Talisman | | | | Director Since: 2023 Age: 68 Occupation: Partner and Head of Family Advisory Services of BDT & MSD Partners; former Partner, Cravath, Swaine & Moore LLP Expiring Term: 2026 Independent: Yes Committees: Compensation, Nominating and Corporate Governance Other Public Company Directorships: None | | Director Since: 2019 Age: 65 Occupation: Founder and Managing Partner of Capitol Tax Partners Expiring Term: 2027 Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Public Company Directorships: None | | Key Experience: Partner and Head of Family Advisory Services of BDT & MSD Partners since January 2023. From 2018 through 2022, Mr. Mosley served as a Partner of BDT & Company. From 1987 through June 2018, Mr. Mosley was a Partner at Cravath, Swaine & Moore LLP. He is Chairman of the Board of Pinkerton Foundation and former Chairman of the Board of Directors of Greenwich Hospital. Mr. Mosley is also on the boards of various New York City not-for-profit organizations, including the Paley Center, Madison Square Boys & Girls Club, Inc., the William S. Paley Foundation, the Edward John Noble Foundation, the Thomas J. Watson Foundation, and the William E. Simon Foundation. Key Qualifications, Attributes or Skills: Mr. Mosley’s substantial legal and financial background allow him to offer valuable business, management and financial insights to the Company’s Board of Directors. | | Key Experience: Founder and Managing Partner of Capitol Tax Partners. Before forming Capitol Tax Partners in 2001, Mr. Talisman served as the Assistant Secretary for Tax Policy at the U.S. Treasury Department during the Clinton Administration. Previously, he had served at the Treasury Department as the Deputy Assistant Secretary for Tax Policy and the Tax Legislative Counsel, as the Chief Democratic Tax Counsel of the Senate Finance Committee and as Legislation Counsel to the Joint Committee on Taxation. Currently, Mr. Talisman serves on the Board of Advisors to the Tax Policy Center and was chair of the Formation of Tax Policy Committee, American Bar Association Tax Section. He also currently serves as an adjunct tax professor at Georgetown University Law Center. He was president of the board of directors at Adventure Theatre Musical Theatre Center for several years. Key Qualifications, Attributes or Skills: Mr. Talisman’s founding and management of a noted government relations and tax policy firm, coupled with his extensive experience at senior levels of government, have provided him with a solid understanding of accounting, financial statements and tax matters that allow him to offer valuable business, leadership and management insights and expertise to the Company’s Board of Directors. | |

  25. Directors Continuing in Office

    | 16 | W. R. Berkley Corporation |

  26. Director Not Continuing in Office

    Director Not Continuing in Office

  27. Director Not Continuing in Office

    | Mark L. Shapiro | | | | Director Since: 1974 Age: 81 Occupation: Former Senior Consultant to the Export-Import Bank of the United States; former Managing Director at Schroder & Co. Inc. Expiring Term: 2025 Independent: Yes Committees: Audit, Business Ethics, Executive, Nominating and Corporate Governance Other Public Company Directorships: None | | Key Experience: Private investor since September 1998. From July 1997 through August 1998, Mr. Shapiro was a Senior Consultant to the Export-Import Bank of the United States. Prior thereto, he was a Managing Director in the investment banking firm of Schroder & Co. Inc. He is a trustee of The Greenacre Foundation. Mr. Shapiro was a director of Boardwalk Pipeline Partners, LP until 2018. Key Qualifications, Attributes or Skills: Mr. Shapiro’s career in investment banking and finance provides valuable broad-based business experience and insights on the Company’s business. In addition, he brings considerable financial expertise to the Board of Directors, providing an understanding of accounting, financial statements and corporate finance. Mr. Shapiro has a professional working knowledge of the Company and its operations since the Company’s initial public offering in 1973, and his extensive service on the Company’s Board of Directors affords him a depth of understanding of the Company’s business, operations and culture. | |

  28. Director Not Continuing in Office

    | 2025 Proxy Statement | 17 |

  29. Director Not Continuing in Office

    | PROPOSAL 2: AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK |

  30. Highlights

    | Ø | director compensation; |

  31. Additional Information Regarding the Board of Directors

    Additional Information Regarding the Board of Directors Board Leadership Structure. The Company’s By-Laws provide that the chairman of the Board of Directors may, but is not required to, be the chief executive officer or any other executive officer or non-executive officer of the Company. The Board of Directors regularly reviews and considers its leadership structure, including whether separation of the positions of chairman and chief executive officer is desirable.

  32. Additional Information Regarding the Board of Directors

    | The chairman and chief executive officer positions were separated in 2015 upon the appointment of Mr. Rob Berkley as President and Chief Executive Officer. This separation of roles allows the Chief Executive Officer to focus on executing the Company’s strategic plan, managing the Company’s operations and performance and providing guidance to and oversight of senior management. | | | Mr. Wm. Berkley, Executive Chairman, founded the Company in 1967 and has been its Chairman of the Board since that time. He also served as the Company’s Chief Executive Officer from 1967 to October 2015. He is the Company’s largest stockholder with approximately [ ]% of the Company’s common stock. Under Mr. Wm. Berkley’s strategic leadership, the Company has grown and prospered significantly, with Mr. Wm. Berkley being widely recognized for his extensive expertise in and leadership of the insurance and reinsurance industries. In his role as Executive Chairman, Mr. Wm. Berkley helps the Board identify strategic priorities and investments, leads the Board in oversight and risk management responsibilities and facilitates and presides over Board meetings. The Board of Directors believes that his familiarity with the Company’s business and industry and his unique perspective on the Company’s culture and values position him well to understand the issues, opportunities and challenges the Company faces and to lead the Board in discussions and implementation of strategy. The Board of Directors believes that the Company’s structure under Mr. Wm. Berkley’s leadership as Executive Chairman serves the Board and its stockholders well. | | | | The presiding director at executive sessions of the Board of Directors, which are held at least annually, rotates among the Chairs of the Audit and Compensation Committees and any non-management members of the Executive Committee. The Board of Directors believes our structure effectively provides the opportunity for directors with diverse views to share responsibilities as co-lead independent directors in guiding the Board’s agenda during the year, while facilitating collegiality among Board members. This structure and these processes provide the Company with more effective governance than having a fixed independent lead through effective checks and balances that help ensure the exercise of independent judgment by the Board of Directors and the ability of the non-executive directors to work effectively in a board setting. It provides each director with an equal stake in the Board’s actions and oversight role and makes them equally accountable to stockholders. This structure and these processes are reviewed periodically, including upon a change in directors. |

  33. Additional Information Regarding the Board of Directors

    | 34 | W. R. Berkley Corporation |

  34. Additional Information Regarding the Board of Directors

    Executive Sessions. In accordance with applicable NYSE rules, the independent directors meet regularly in executive session, which serves to promote open discussion among these directors. The presiding director’s principal responsibilities include the following:

  35. Additional Information Regarding the Board of Directors

    | Executive Session Presiding Director’s Principal Responsibilities | | | Ø Provides leadership to the Board and to the non-executive directors and ensures the flow of information to and among the non-executive directors | Ø May call additional meetings of the non-executive directors as needed | | Ø Acts as a liaison between executive directors and non-executive directors, serving as a key source of communication between the non-executive directors and the Executive Chairman and the President and Chief Executive Officer | Ø Works with Executive Chairman to propose major discussion items for Board | | Ø Coordinates the agenda for, and leads executive sessions and meetings of, non-executive directors | Ø Opportunity to consider and report on important matters without the presence of management |

  36. Additional Information Regarding the Board of Directors

    Director Onboarding and Education. During a vigorous vetting process prior to nomination, potential new directors spend meaningful amounts of time with current directors, especially the Chair of the Compensation Committee and the Chair of the Audit Committee, to determine suitability and compatibility. Once elected, new directors participate in a robust director orientation and onboarding process that includes immersion in material with senior leadership in various parts of the business to provide a working knowledge of our business, strategies, operating performance and culture to promote a successful integration into boardroom discussions as soon as possible. To assist with their development, new directors may be invited to attend meetings prior to the Board meeting to review materials. Engagement beyond the boardroom provides our directors with additional insights into our businesses and industry. All directors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including meetings and dinners with senior leaders and other officers at every board meeting. Directors participate in meetings with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspectives, and strengthen their working knowledge of our business, strategy, operating performance and culture. Board of Directors Self-Assessment. Our Board of Directors recognizes that a thorough, constructive evaluation process enhances its effectiveness and is an essential element of good corporate governance. Accordingly, the Board of Directors conducts an annual self-assessment to determine whether it and each of its committees has the right skills, experience and perspectives. Annually, each director completes an evaluation covering:

  37. Additional Information Regarding the Board of Directors

    | Ø | Board and committee composition, including appropriateness and diversity of skills, background and experience; |

  38. Additional Information Regarding the Board of Directors

    | Ø | Key areas of focus and effectiveness of management oversight; |

  39. Additional Information Regarding the Board of Directors

    | Ø | Director performance, including knowledge of the Company and its business; |

  40. Additional Information Regarding the Board of Directors

    | Ø | Committee functions and effectiveness and quality of materials; |

  41. Additional Information Regarding the Board of Directors

    | Ø | Satisfaction with committee structure and performance of committee chairs; |

  42. Additional Information Regarding the Board of Directors

    | 2025 Proxy Statement | 35 |

  43. Additional Information Regarding the Board of Directors

    | Ø | Board meeting process, including satisfaction with schedule, agendas, time allotted for topics and encouragement of open communication and robust discussion; and |

  44. Additional Information Regarding the Board of Directors

    | Ø | Access to management, experts and internal and external resources. |

  45. Additional Information Regarding the Board of Directors

    Responses are reviewed and presented to the Board of Directors for review and consideration. Board Refreshment, Tenure and Diversity. We value having directors with diverse perspectives and experience. Each of the Company’s directors has served in leadership roles and has significant experience in areas relevant to the Company. We continue to actively seek qualified candidates who add value and diverse backgrounds, skills, experience and perspectives to further refresh the Board. Given the complexity, cyclicality and long-term nature of the Company’s business, the Company is best served by having a Board with an in-depth understanding of the Company and the insurance industry. Developing that expertise takes time, and the Board of Directors believes that directors who have overseen our business over the full insurance cycle are typically more effective. The addition of new directors in recent years provides for a period of transition with long-tenured directors. Their overlap provides the opportunity for education, mentorship and stability.

  46. Additional Information Regarding the Board of Directors

    | | We will have refreshed 37.5% of the independent Board members over the past five years, including Mr. Rusbuldt, the new director nominee, if elected, enhancing the Board’s collective expertise. Classified Board. Our classified Board is important to the Company’s philosophy of managing for the long term. The business cycle in the property casualty insurance industry can extend over many years, taking new directors several years to gain a robust understanding of our business and our Company. As a result, staggered elections provide the Board of Directors with the ability to maintain the long-term perspective needed to drive success in our business. | | After the Annual Meeting, if all nominees for director are elected, the tenure of our directors will be distributed across periods that could be considered in the insurance industry to be relatively short-term, medium-term and long-term, providing a balance of perspectives. The average tenure of our independent directors will be 9.1 years. | |

  47. Additional Information Regarding the Board of Directors

    Board Role in Succession Planning. The Board’s involvement in leadership development and succession planning is systematic and ongoing, in accordance with our long-term view. Management succession is discussed regularly during Compensation Committee meetings, Board meetings and executive sessions. Discussions cover CEO and senior leadership succession planning and development plans across multiple scenarios and time periods. The Board also has regular and direct exposure to senior leadership and high-potential officers in meetings held throughout the year.

  48. Additional Information Regarding the Board of Directors

    | 36 | W. R. Berkley Corporation |

  49. Additional Information Regarding the Board of Directors

    Board Role in Risk Oversight. Managing risk is a critical element of any property casualty insurance business. The Board of Directors believes that risk oversight is a key responsibility of the entire Board of Directors. Risk management is one of the core responsibilities of the President and Chief Executive Officer and the Executive Chairman and is a critical responsibility of every other senior officer of the Company and its businesses. The strategic management of risk in an insurance business is a multi-level proposition. The Board of Directors has an active role, both as a whole and also at the committee level, in risk oversight. The Board of Directors and its committees receive periodic updates from members of senior management, including the Senior Vice President — Enterprise Risk Management, on areas of material risk to the Company, such as operational (including risks related to climate change, cyber security, technology and human capital management), financial, strategic, competitive, investment, reputational, cultural, legal, regulatory and environmental, social and governance (sustainability) risks. Among other things, the Board of Directors as a whole oversees management’s assessment of business risks relating to the Company’s insurance operations and investment portfolio. In addition, the entire Board of Directors oversees risks from cybersecurity threats and receives periodic updates on such risks from the Company’s management, including from the Company’s President and CEO and its Senior Vice President, Chief Information Security Officer (CISO). For additional information regarding the oversight of sustainability matters and related risks, see “Environmental, Social and Governance (Sustainability) Summary” on pages 38-39, and for more information regarding the oversight of human capital management, see “Board Oversight of Human Capital Management and Corporate Culture” on pages 40-41. At the committee level:

  50. Additional Information Regarding the Board of Directors

    | Ø | Our Audit Committee regularly reviews our financial statements, financial and other internal controls, and remediation of material weaknesses and significant deficiencies in internal controls, if any. |

  51. Additional Information Regarding the Board of Directors

    | Ø | Our Compensation Committee regularly reviews our executive compensation policies and practices and the risks associated with each. See “Discussion of Risk and Compensation Plans” on page 67. |

  52. Additional Information Regarding the Board of Directors

    | Ø | Our Nominating and Corporate Governance Committee considers issues associated with the independence of our Board of Directors, corporate governance and potential conflicts of interest. |

  53. Additional Information Regarding the Board of Directors

    While each committee is responsible for evaluating certain risks and risk oversight, the entire Board of Directors is regularly informed of risks relevant to the Company’s business, as described above. Risk management is a core tenet for achieving appropriate risk-adjusted returns in our business and has been a driving principle since the Company was founded. As a key element of their duties, our senior executive officers are responsible for risks and potential risks as they arise in their various operational areas. In addition to reporting to the Board of Directors regarding the Company’s risk management, the Company’s Senior Vice President — Enterprise Risk Management also reports directly to the President and Chief Executive Officer. The Company’s Enterprise Risk Management Committee, which is composed of the President and Chief Executive Officer, Senior Vice President — Enterprise Risk Management, Executive Vice President — Investments, Executive Vice President — Chief Financial Officer, and Executive Vice President — Secretary, meets quarterly, or more frequently as necessary, to review and monitor levels of risk of various types. In addition, our internal audit function directly reports to our Audit Committee on a quarterly basis, and more frequently to the extent necessary. Our independent outside auditors regularly identify and discuss with our Audit Committee risks that may arise during their regular reviews of the Company’s financial statements and accounting matters.

  54. Additional Information Regarding the Board of Directors

    | 2025 Proxy Statement | 37 |

  55. Additional Information Regarding the Board of Directors

    Insider Trading Policy and Procedures. The Company has an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees, and has implemented processes for the Company, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. For more details, please see the policy which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  56. Introduction

    | Ø Annual cash incentive award is directly linked to performance as described on pages 58-59. | Ø Performance-based RSUs are fully earned based on ROE performance over five years, which is longer than the average duration of our loss reserves. They are also mandatorily deferred until separation from service (except for shares withheld to pay certain taxes). | Ø Long Term Incentive Plan (“LTIP”) awards are directly linked to growth in book value over five years, which is longer than the average duration of our loss reserves. |

  57. Introduction

    Talent and expertise are the ultimate differentiators in our business. The combined expertise of our people in underwriting, risk management, claims handling and investing has delivered outstanding long-term risk-adjusted returns. Our compensation programs appropriately balance short-term with long-term incentives and our long-term incentive compensation awards fully vest after periods that are longer than the average duration of our loss reserves, which is approximately four years. The shares underlying vested RSUs and LTIP-based compensation are subject to forfeiture or clawback in the event the recipient engages in misconduct as defined in award agreements, breaches post-employment obligations, which expire one or two years after separation, respectively, or as provided by the SEC- required clawback rules and NYSE listing standards. NEOs and other senior executives do not receive their vested RSUs until separation from service (except for shares withheld to pay certain taxes) – this requirement differentiates us from our competitors.

  58. Executive Compensation Policies and Practices

    | What We Emphasize | What We Avoid | | ✓ Pay for performance | û Employment agreements | | ✓ Incentivize and reward long-term value creation | û Separate severance agreements or guaranteed cash severance | | ✓ Mandatory deferral of vested RSUs until separation from service | û Liberal share recycling | | ✓ Robust share ownership for senior executives | û Stock options | | ✓ Non-formulaic performance-based annual cash incentive award program that mitigates risk of short-term oriented behavior | û Tax gross-ups on perquisites | | ✓ Capped maximum NEO annual cash incentive awards | û Dividend equivalents paid on unearned or unvested RSUs | | ✓ Clawback policy for all incentive compensation that is consistent with SEC and NYSE requirements | û Pledging Company stock held by executive officers or directors in satisfaction of ownership requirement | | ✓ Additional forfeiture or Clawback policy covering all LTIP and RSU awards that is triggered based on: • Executive engaging in misconduct as is defined in award agreements • Executive choosing to breach post- employment obligations | û Hedging or derivative transactions on Company stock by executive officers or directors | | ✓ Restrictions on pledging Company stock by NEOs | | | ✓ Independent compensation consultant | | | ✓ Capped payout for LTIP awards | | | ✓ Modest perquisites | | | ✓ Double-trigger vesting on change in control | |

  59. Executive Compensation Objectives, Philosophy and Design

    | Long-Term Incentive Compensation |

  60. Executive Compensation Objectives, Philosophy and Design

    | Mandatorily Deferred Performance-Based Restricted Stock Units Key Principle: Rewards executives for the long-term performance of the Company. Longer performance periods are better suited to the cyclicality of our business. Mandatory deferral promotes long-term alignment of NEOs’ and other senior executives’ financial interests with stockholders through the risks and rewards of long-term common stock ownership. Role of Element: Ø Increases NEO stock ownership and aligns pay outcomes with the stockholder experience Ø Provides focus on ROE over a longer period than our approximately 4-year loss reserve duration Ø Encourages NEO retention through overlapping performance and vesting periods Ø Discourages excessive risk taking through mandatory deferrals and forfeiture or clawback provisions set forth in award agreements and SEC rules and NYSE listing standards | Long-Term Incentive Plan (LTIP) Awards Key Principle: Rewards executives for the long-term performance of the Company. Allows NEOs to realize a portion of long-term compensation at established intervals, providing liquidity to our executives as they have no ability to monetize vested RSUs until they leave the Company. Role of Element: Ø Rewards growth in book value, a primary driver of stockholder value, over a longer period than our approximately 4-year loss reserve duration Ø Encourages NEO retention through overlapping performance periods Ø Discourages excessive risk taking through the extended performance period and forfeiture or clawback provisions set forth in award agreements and SEC rules and NYSE listing standards |

  61. Additional Design Information

    Additional Design Information Annual Cash Incentive Awards. At the beginning of each year, the Compensation Committee determines maximum potential awards for the CEO and certain other NEOs for that same year ending December 31. Actual award amounts under the Amended and Restated Annual Incentive Compensation Plan (the “Annual Incentive Compensation Plan”) for the NEOs are determined early in the following year by applying negative discretion to the maximum award based on the Company’s annual performance for the year. Under the Company’s Annual Incentive Compensation Plan, the Compensation Committee evaluates the Company’s performance across a number of measures. The primary performance measure considered is ROE, as it provides the most complete picture of the Company’s performance in a given year and across time periods. Annual cash incentive awards are performance-based and primarily based on annual ROE, with additional consideration for other financial and non-financial goals and value creation items. Annual cash incentive awards are non-formulaic. In our industry, a formulaic short-term incentive award can encourage excessive risk taking and imprudent short-term behavior to create near-term payouts at the expense of long-term value creation. Negative Discretion provides the Compensation Committee with flexibility to respond to market conditions and unusual circumstances and permits the application of judgment that is necessary to avoid creating incentives for our NEOs to engage in short-term oriented behavior that in our industry is detrimental to long-term value creation.

  62. Additional Design Information

    | Ø | ROE. Our long-term goal of 15% ROE has remained consistent for our entire 55-year plus history. Although 15% is a demanding hurdle, the Compensation Committee believes it is appropriate as a long-term goal in order to challenge management to maximize stockholder value. Over the long term, changes in annual cash incentive awards have generally followed the changes in annual ROE. | | | | | |

  63. Additional Design Information

    | Ø | Consistency Among Members of the Management Team. A significant amount of turnover in senior management can disrupt operations and detract from long-term focus. Recognizing that retaining and developing talent is difficult in today’s competitive job market, the Compensation Committee looks to incentivize retention of talented executives and implement proper succession planning. |

  64. Additional Design Information

    Long-Term Incentives. The Company’s long-term incentive programs for the NEOs generally consists of two components:

  65. Additional Design Information

    | Ø | Performance-based RSUs under the Company’s 2018 Stock Incentive Plan; and |

  66. Additional Design Information

    | Ø | Cash-denominated performance units under the Company’s 2019 Long-Term Incentive Plan. |

  67. Additional Design Information

    The long-term incentive compensation programs have been designed to fully vest over periods that are longer than the average duration of the Company’s loss reserves to align the executives’ interests with those of the stockholders. The programs support the Company’s focus on long-term performance through multiple overlapping three- or five-year performance cycles for RSU and LTIP awards. These performance-based RSU and LTIP awards (as well as the mandatory deferral of vested RSU awards where shares are not delivered until separation from service) encourage our NEOs to achieve and sustain longer-term Company performance goals. These awards also align NEOs’ financial interests with those of the Company’s stockholders, as a significant portion of their annual compensation is tied directly to the value of our stock or metrics that are highly correlated with the value of our stock. The mandatory deferral feature of the RSUs also ties a significant portion of each NEO’s personal net worth to the value of our stock. Performance-Based RSUs. Our NEOs are awarded performance-based RSUs that are earned, or not, based on ROE performance. The performance-based RSUs consist of three tranches that vest, if earned, after three separate, but overlapping, three-year performance periods, with the final tranche vesting only after five years. The diagram below explains the structure and performance periods for awards made in 2024. We believe it is important for executives to be fully aligned with our stockholders. This alignment includes our dividend policy. Therefore, our performance-based RSU awards generally include dividend equivalent rights only with respect to vested shares. RSUs start vesting after the third year, so we believe that it is important for RSU recipients to also share in the dividends generated by those shares at the same time. No dividend equivalents are paid on unvested shares. Mandatory Deferral and Forfeiture or Clawback: Key Features of Our RSUs and Critical Differentiators. After vesting, settlement of the RSUs is deferred (on a mandatory basis), except for shares withheld to pay certain taxes, and shares are not delivered until 180 days following the executive’s separation from service with the Company. This mandatory deferral applies to our NEOs and other senior executives (a group of approximately 95 in total). We believe this deferral distinguishes our program from our peer companies. Executives have no ability to monetize vested RSUs until separation from service. The amounts deferred remain at risk in the event of a decline in the value of the Company’s stock. Dividend equivalent payments are made only after RSUs vest.

  68. Additional Design Information

    The mandatory deferral feature reinforces our executives’ incentive to maximize long-term stockholder value, as the value of the deferred shares cannot be realized until separation from service and the accumulated value can grow to represent a significant portion of an executive’s personal net worth. Forfeiture or Clawback. RSU-based compensation can be forfeited or recaptured (clawed back) if a recipient engages in misconduct as defined in award agreements during employment, breaches post-employment obligations during the one-year following separation from the Company, or pursuant to SEC rules and NYSE listing standards. Restrictions on Pledging. Shares used in fulfillment of the stock ownership guidelines may not be pledged or otherwise encumbered. In addition, vested but mandatorily deferred shares may not be pledged since they are not delivered until after separation from service. Prohibition on Hedging. Our officers, directors and employees, including NEOs, are prohibited from hedging or similar transactions (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) with respect to the Company’s stock except as may be expressly permitted by the Company’s Executive Chairman of the Board, Chief Executive Officer, President or General Counsel. This prohibition has never been waived. LTIP Awards. The 2019 Long-Term Incentive Plan is a cash-based incentive plan. LTIP awards are performance units that grow in value based on one or more performance measures selected by the Compensation Committee and are settled, to the extent earned, in cash at the end of the performance period. The performance measure for current outstanding LTIP awards is the average annual increase in book value per share, as adjusted, during a five-year performance period. For LTIP awards currently outstanding, the hurdle for maximum payout of awards has been set at a 12.5% average annual growth rate. The Compensation Committee believes a 12.5% average annual growth rate provides a reasonable performance goal that reflects existing insurance market conditions and the interest rate environment. Because of the rigor of the performance target for LTIP awards, the LTIP awards from time to time have paid out at less than the maximum potential value. (See page 62.) The Compensation Committee annually reviews the growth rate for new grants to set an appropriately rigorous performance target in light of interest rates and other conditions.

  69. Additional Design Information

    | Ø | payment of any excise tax imposed upon the Executive Chairman under Section 4999 of the Code (plus payment of additional taxes incurred as a result of the Company’s payment of excise taxes), in the event of a change in control. As noted on pages 74-77, if a change in control and termination of the Executive Chairman’s employment had occurred on December 31, 2024, no excise tax would have been triggered. |

  70. Additional Design Information

    In exchange for these benefits, the agreement prohibits Mr. Wm. Berkley from competing against the Company for two years following his resignation of employment other than for “good reason,” during which time Mr. Wm. Berkley has agreed to be available to provide consulting services to the Company. Additional detail on the agreement is provided under “Executive Compensation — Potential Payments Upon Termination or Change in Control” on pages 74-77.

  71. Use of Market and Peer Group Data

    Use of Market and Peer Group Data The Compensation Committee annually reviews and analyzes market data on total direct executive compensation. Total direct compensation (defined as base salary, annual cash incentive awards, and the potential value of long-term incentive awards granted) for the NEOs is compared to the amounts paid or granted to individuals holding comparable positions at our peer companies. In 2024, the Compensation Committee reviewed with its independent compensation consultant, Meridian, the composition of the peer group to be used for compensation market data, considering the Company’s size and market positioning relative to potential peer companies as well as the impact of changes due to acquisitions. The Compensation Committee decided to add American International Group, Inc. to the peer group.

  72. Use of Market and Peer Group Data

    | Ø The Allstate Corporation | Ø Everest Group, Ltd. | | Ø American Financial Group, Inc. | Ø Fidelity National Financial, Inc. | | Ø American International Group, Inc. | Ø The Hartford Financial Services Group, Inc. | | Ø Arch Capital Group Ltd. | Ø Kemper Corporation | | Ø Axis Capital Holdings Limited | Ø Markel Corporation | | Ø Chubb Limited | Ø RenaissanceRe Holdings Ltd. | | Ø CNA Financial Corporation | Ø The Travelers Companies, Inc. |

  73. Use of Market and Peer Group Data

    | 54 | W. R. Berkley Corporation |

  74. Use of Market and Peer Group Data

    The Compensation Committee believes that the peer group should be comprised primarily of property casualty insurance underwriters. Further, the Compensation Committee believes that the peer group it has identified for the Company is appropriate because it includes companies across a wide range of market capitalization, as well as those who are also members of the S&P 500®, with whom the Company competes for business, capital and senior executive talent. The companies included in our compensation peer group, shown above, represent direct competitors of the Company for both business and executive talent and are believed to provide a reasonable assessment of industry market pay levels. The Compensation Committee reviews market data, together with performance data, for our peer companies to evaluate the overall alignment of total direct compensation paid and relative performance. In addition, the Compensation Committee also reviews broader industry survey data as an additional reference point. However, market data is only one of many factors considered in setting future compensation awards. We do not target a specific percentile for any pay component or for our total direct compensation, nor do we target any particular mix of base salary, annual cash incentive awards, and long-term incentive compensation. Our executives’ actual pay is determined primarily by Company operational and financial performance.

  75. Use of Market and Peer Group Data

    | 2025 Proxy Statement | 55 |

  76. Use of Market and Peer Group Data

    The adjacent graphs plot relative rankings of three-year performance versus CEO pay for the Company and its compensation peer group. The graph on the top utilizes total stockholder return (TSR) to measure performance, while the graph in the middle utilizes return on equity (ROE) and the graph on the bottom utilizes growth in book value per share.* The graphs highlight our strong alignment between pay and performance relative to our compensation peer group. The Company utilizes ROE and growth in book value per share in its compensation programs. We believe that they are more appropriate indicators of management performance than stock price and that over the long term, stock price will reflect the value created through strong ROE and growth in book value per share.

  77. Use of Market and Peer Group Data

    | * Compensation is based on proxy Summary Compensation Table disclosures. Financial and market data has been standardized across companies. Total stockholder return (“TSR”) is defined as stock price appreciation plus reinvested dividends. Book value per share growth is defined as common stockholders’ equity plus the value of dividends and share repurchases divided by common shares outstanding. Return on equity is defined as net income over beginning of year common stockholders’ equity. TSR and book value per share calculations reflect three-year annualized growth rates; return on equity calculations reflect a three-year average. |

  78. Use of Market and Peer Group Data

    | 56 | W. R. Berkley Corporation |

  79. Importance of His Ongoing Role

    | | Objective | 2024 Observations | 2024 Performance | | ROE (1) | 15% ROE over the long term | The Company performed strongly, reporting profitable growth in an improving rate environment for most lines of business, despite persistent social inflation and a high level of industry-wide catastrophe losses. | 23.6% compared to 20.5% in 2023 | | Combined Ratio | 95% or less (absent a major catastrophe) and better than the industry average over the long term | Record underwriting income. The Company’s combined ratio was 6.3 points better than the property casualty insurance industry of 96.6%. (2) | 90.3% compared to 89.7% in 2023 | | Net Investment Income | Stable fixed-maturity portfolio income and higher long-term alternative asset yield | Growing fixed-maturity income drove a 26.6% increase in net investment income. The Company increased its portfolio duration to 2.6 years from 2.4 years in 2023. The fixed-maturity portfolio is positioned to manage the uncertain interest rate environment. | $1.3B compared to $1.1B in 2023; Investment yield 4.6% | | Net Investment Gains | A regular stream of capital gains from alternative investments, within acceptable risk limits | The Company reported investment gains as the value of its equity securities increased. | $118M compared to $47M in 2023 (pre-tax) | | Earnings Per Share | Year over year growth | Earnings per diluted share increased compared to 2023 due to record underwriting results and record net investment income. | $4.36 compared to $3.37 in 2023 | | Growth in Book Value Per Share Before Dividends and Share Repurchases | Year over year growth before changes in accumulated other comprehensive income (“AOCI”) | Positively affected by operating earnings and the impact of a modest annual decline in interest rates on the book value of our fixed-maturity portfolio. | 23.5% growth compared to 25.5% in 2023 | | Investments In New Businesses and Opportunities | Creatively address new businesses and opportunities when market conditions permit | Established a branch of Berkley Insurance Company in India to allow Berkley Insurance Asia to further expand its presence in the region | One new business | | Management Consistency | Stability among senior management and smooth transitions | Effected smooth successions in key leadership positions. Continued to enhance management, leadership and succession development programs. | No unplanned turnover in senior positions |

  80. Importance of His Ongoing Role

    | Name | 2024 Annual Cash Incentive Award | 2023 Annual Cash Incentive Award | Change From 2023 | | Mr. Rob Berkley(1) | $7,500,000 | $6,500,000 | 15.4% | | Mr. Wm. Berkley(1) | $7,500,000 | $6,500,000 | 15.4% | | Mr. Baio(1) | $1,100,000 | $950,000 | 15.8% | | Mr. Shiel(1) | $1,100,000 | $950,000 | 15.8% | | Mr. Welt(2) | $1,100,000 | | | | Ms. Sgaglione(1)(3) | $1,100,000 | $950,000 | 15.8% |

  81. Importance of His Ongoing Role

    | (1) The 2023 and 2024 annual cash incentive awards for these individuals were made under the Annual Incentive Compensation Plan. |

  82. Importance of His Ongoing Role

    | (2) Mr. Welt received discretionary bonuses in 2023 and 2024 and did not participate in the Annual Incentive Compensation Plan. Mr. Welt was not a named executive officer for the fiscal year ended December 31, 2023 and therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended December 31, 2024 is included. |

  83. Importance of His Ongoing Role

    Long-Term Incentives. In general, the performance-based RSU awards, as well as the LTIP awards, are sized taking into consideration that (i) the purpose of the awards is primarily to incentivize future performance rather than to differentiate and reward immediate past performance, so they will not vary significantly in grant date amounts from year to year, and (ii) NEOs with similar level of responsibility should receive similarly sized awards. Performance-Based Restricted Stock Units. RSU awards with performance-based vesting conditions were granted to our NEOs in 2024. Each NEO received a target number of performance-based RSUs divided into three tranches. Each tranche may be earned based on the Company’s three-year average ROE performance for the three-year periods ending on each of June 30, 2027, 2028, and 2029, compared to the rate on the five-year U.S. Treasury Note (“T-Note”) as of June 28, 2024 of 4.377%, as follows:

  84. Importance of His Ongoing Role

    | Excess ROE (1) ( i.e. , Average ROE Less the T-Note Rate) | Percentage of Target RSUs That Will Be Earned | | Less than 500 basis points | 0% | | 500 basis points | 80% | | 633 basis points | 90% | | 766 basis points | 100% (target) | | 900 or more basis points | 110% |

  85. Importance of His Ongoing Role

    | (1) For any Excess ROE performance between 500 and 900 basis points, linear interpolation will be used to determine the vesting fraction. For performance-based RSU awards, “Average ROE” is defined as net income from continuing operations divided by beginning-of-year stockholders’ equity, measured quarterly and averaged over the performance period. |

  86. Importance of His Ongoing Role

    | Name | Target Number of 2024 Performance-Based RSUs Awarded | Grant Date Fair Value of Target Number of 2024 Performance-Based RSUs Awarded | Grant Date Fair Value of Target Number of 2023 Performance-Based RSUs Awarded | | Mr. Rob Berkley | 60,607 | $3,500,000 | $3,500,000 | | Mr. Wm. Berkley | 60,607 | $3,500,000 | $3,500,000 | | Mr. Baio | 9,524 | $550,000 | $500,000 | | Mr. Shiel | — | $ — | $500,000 | | Mr. Welt(1) | 9,524 | $550,000 | | | Ms. Sgaglione(2) | — | $ — | $500,000 |

  87. Importance of His Ongoing Role

    | Ø | Motivates our NEOs to pursue long-term goals aligned with stockholders’ interests while avoiding incentives for our NEOs to take excessive risks. |

  88. Importance of His Ongoing Role

    | Name | Number of 2024 LTIP Units Granted | Number of 2023 LTIP Units Granted | | Mr. Rob Berkley | 38,500 | 38,500 | | Mr. Wm. Berkley | 38,500 | 38,500 | | Mr. Baio | 5,000 | 5,000 | | Mr. Shiel | 5,000 | 5,000 | | Mr. Welt(1) | 5,000 | | | Ms. Sgaglione(2) | 5,000 | 5,000 |

  89. Importance of His Ongoing Role

    | | 2017 – 2021 Cycle | 2018 – 2022 Cycle | 2019 – 2023 Cycle | 2020 – 2024 Cycle | | Payout (% of Maximum) | 98% | 100% | 100% | 100% |

  90. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company generally does not have any contracts, agreements, plans or arrangements that provide for severance or similar payments to the NEOs at, following, or in connection with any termination of employment (other than the benefits noted above in the discussion of the Executive Chairman’s Supplemental Benefits Agreement). However, the following agreements provide for certain benefits upon specific termination events:

  91. Severance and Change in Control Benefits

    | Termination Event | Treatment | | Death or Disability | Ø Performance-Based RSUs: Vest pro-rata based on the portion of the performance period completed, assuming target performance. Ø LTIP: Earned value determined as of the last completed fiscal year-end, and distributed in cash within 180 days. | | Termination for Cause | Ø All Awards: Forfeit unvested portion. | | Other Termination (For change in control, see paragraphs below) | Ø Performance-Based RSUs: Forfeit unvested portion. Ø LTIP: For termination due to eligible retirement or by the Company for other than cause, earned value determined as of the last completed fiscal-year end, and distributed in cash within 180 days. For other terminations, forfeit. |

  92. Severance and Change in Control Benefits

    The prospect of a change in control of the Company can cause significant distraction and uncertainty for executive officers, including NEOs. Therefore, the Compensation Committee believes that appropriate change in control provisions are important tools for aligning executive officers’ interests with those of stockholders, in change in control scenarios. These provisions allow our executive officers to focus on strategic transactions that are in the best interest of our stockholders without undue concern regarding the effect of such transactions on their continued employment. RSU and LTIP awards include “double trigger” treatment upon a change in control. If the holder’s employment is terminated by the Company without “cause” or by the holder for “good reason” (each as defined in the award agreements) within 18 months following the change in control, the unvested RSUs will vest (in an amount corresponding to an assumed achievement of “target” performance, for performance-based RSUs) and the value of LTIP awards will be determined and fixed as of the end of the fiscal year prior to the termination. However, in the limited circumstances that LTIP awards are not assumed or substituted in connection with a change in control, then the value of LTIP awards will be determined and fixed as of the end of the fiscal year prior to the change in control. For additional detail, see “Executive Compensation — Potential Payments Upon Termination or Change in Control” on pages 74-77 below.

  93. Severance and Change in Control Benefits

    | 2025 Proxy Statement | 63 |

  94. Discussion of Risk and Compensation Plans

    | Ø | Non-formulaic performance-based annual cash incentive awards (discussed on pages 48-50). |

  95. Discussion of Risk and Compensation Plans

    | Ø | Mandatory deferral of vested RSUs (with shares not being delivered until separation from service) for all NEOs and other senior officers (discussed on page 51-53). |

  96. Discussion of Risk and Compensation Plans

    | As part of its contribution to risk oversight, the Compensation Committee annually reviews the pledging of shares by the Executive Chairman and reports to the Board of Directors. The Compensation Committee has noted that Mr. Wm. Berkley: 1) Has not sold a share of the Company’s stock since 1969, other than in connection with cashless exercises of stock options or to cover taxes on vested restricted stock units from time to time; and 2) Has a strong track record of managing his pledged shares through all economic environments, including the 2008-2009 financial crisis; he has never been required to sell any shares. | Our policy generally prohibits pledging of shares, including those used in fulfillment of stock ownership guidelines. No NEO other than Mr. Wm. Berkley, our founder and Executive Chairman, has ever pledged any shares. The Executive Chairman’s pledging is a unique circumstance given that he is the Company’s founder and has served as its Chairman for more than 55 years. |

  97. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and non-cash compensation awarded to and earned during 2024 by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company and the three other highest paid executive officers of the Company in 2024, 2023 and 2022. We are providing voluntary disclosure for Ms. Sgaglione due to her position as Executive Vice President even though she is not an NEO under the SEC’s compensation disclosure rules. In her role as Executive Vice President, Ms. Sgaglione has oversight over certain of the Company’s operational activities.

  98. Summary Compensation Table

    Summary Compensation Table

  99. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | W. Robert Berkley, Jr. | 2024 | 1,086,800 | — | 3,850,044 | 11,696,675 | 737,714(5)(6) | 17,371,233 | | President and Chief | 2023 | 1,086,800 | — | 3,850,025 | 11,198,400 | 678,341 | 16,813,566 | | Executive Officer | 2022 | 1,047,800 | — | 3,850,038 | 11,180,910 | 628,114 | 16,706,862 | | William R. Berkley | 2024 | 1,086,800 | — | 3,850,044 | 11,696,675 | 1,031,855(5)(6) | 17,665,374 | | Executive Chairman | 2023 | 1,086,800 | — | 3,850,025 | 11,198,400 | 977,990 | 17,113,215 | | of the Board | 2022 | 1,047,800 | — | 3,850,038 | 11,180,910 | 830,334 | 16,909,082 | | Richard M. Baio | 2024 | 724,081 | — | 604,984 | 1,644,135 | 92,050(6) | 3,065,250 | | Executive Vice President — | 2023 | 706,420 | — | 550,013 | 1,556,515 | 89,930 | 2,902,878 | | Chief Financial Officer | 2022 | 681,070 | — | 550,052 | 1,499,838 | 84,488 | 2,815,448 | | James G. Shiel | 2024 | 724,081 | — | — | 1,644,135 | 225,362(6) | 2,593,578 | | Executive Vice President — | 2023 | 706,420 | — | 550,013 | 1,556,515 | 217,163 | 3,030,111 | | Investments | 2022 | 681,070 | — | 550,052 | 1,517,410 | 115,213 | 2,863,745 | | Philip S. Welt(7) | 2024 | 724,081 | 1,100,000(8) | 604,984 | 544,135 | 134,007(6) | 3,107,207 | | Executive Vice President | | | | | | | | | Lucille T. Sgaglione | 2024 | 724,081 | — | — | 1,644,135 | 109,097(6) | 2,477,313 | | Executive Vice President | 2023 | 706,420 | — | 550,013 | 1,556,515 | 106,249 | 2,919,197 | | | 2022 | 681,070 | — | 550,052 | 1,517,410 | 96,827 | 2,845,359 |

  100. Summary Compensation Table

    | (1) This column reflects each NEO’s and Ms. Sgaglione’s principal position as of the date of this proxy statement. |

  101. Summary Compensation Table

    | (2) Any amounts deferred, whether pursuant to a plan established under Section 401(k) of the Code or otherwise, are included for the year in which the amount was earned. |

  102. Summary Compensation Table

    | (3) This column represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. |

  103. Summary Compensation Table

    | For 2024, all of the stock awards reported in the Stock Awards column are performance-based RSUs. The grant date fair value of performance-based RSUs is based on the probable outcome of the performance-related component. The amounts in the table above assume that on the grant date of the awards the highest level of performance was probable and therefore such amounts represent the maximum potential value of the awards. For performance-based RSUs, fair value is calculated using the average of the high and low prices of the Company’s common stock reported by the NYSE on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |

  104. Summary Compensation Table

    | For additional information relating to the valuation assumptions with respect to the prior year grants, refer to note 22 of the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts reflect the Company’s accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the NEOs or Ms. Sgaglione, which depends on the extent to which the RSUs are earned and the market value of the Company’s common stock on a date in the future when the RSUs are settled. |

  105. Summary Compensation Table

    | (4) This column includes the dollar amount of annual cash incentive awards earned by Messrs. Rob Berkley, Wm. Berkley, Baio and Shiel, and Ms. Sgaglione for performance during 2024 under the Annual Incentive Compensation Plan of $7.5 million, $7.5 million, $1.1 million, $1.1 million and $1.1 million, respectively. These awards were paid in March 2025. This column also includes the dollar amounts contingently earned during 2024 with respect to awards granted to each of the NEOs and Ms. Sgaglione prior to 2025 pursuant to the LTIP, subject to the terms and conditions of the individual LTIP agreements. See the 2024 Grants of Plan-Based Awards table below for information relating to the Annual Incentive Compensation Plan. For additional information on the LTIP, refer to note 23 of the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. |

  106. Summary Compensation Table

    | 2025 Proxy Statement | 69 |

  107. Summary Compensation Table

    | (5) This amount includes (i) Company director fees of $104,000 and 3,801 shares of the Company’s common stock awarded to directors on June 12, 2024, having a grant date fair value of $52.635 (calculated using the average of the high and low prices of the Company’s common stock reported on the NYSE on the day preceding the date of grant), payable to each of Messrs. Rob Berkley and Wm. Berkley; (ii) the incremental cost to the Company related to personal use of Company-owned aircraft by Mr. Rob Berkley of $300,472 and Mr. Wm. Berkley of $195,332; and (iii) for Mr. Wm. Berkley only, secretarial and administrative assistant expenses of $229,511. To increase productivity and for reasons of security and personal safety, the Board of Directors has required Messrs. Rob Berkley and Wm. Berkley to use Company-owned or non-commercial aircraft for all air travel. The methodology used to calculate the cost to the Company is based on the aggregate incremental variable trip-related costs, including the cost of fuel, on-board catering, landing and parking fees, flight crew travel expenses, and ground transportation costs. Since the corporate aircraft are used primarily for business travel, the methodology excludes fixed costs which do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft, aircraft maintenance, and hangar expenses. |

  108. Summary Compensation Table

    | (6) For Messrs. Rob Berkley, Wm. Berkley, Baio, Shiel and Welt, and Ms. Sgaglione, this amount includes Company contributions to the Profit-Sharing Plan of $41,400 each, and payments under the Benefit Replacement Plan of $89,016, $89,016, $45,490, $45,490, $45,490 and $45,490, respectively. For Mr. Rob Berkley this amount includes premiums of $2,760 for term life insurance, for Mr. Baio this amount includes premiums of $5,160 for term life insurance, for Mr. Welt this amount includes premiums of $15,240 for term life insurance, for Mr. Wm. Berkley and Ms. Sgaglione their amounts each include premiums of $12,360 for term life insurance and for Mr. Shiel this amount includes premiums of $15,240 for term life insurance. For Messrs. Wm. Berkley, Shiel and Welt and Ms. Sgaglione, this amount includes earnings that were deferred pursuant to the Company’s Deferred Compensation Plan for Officers in the amount of $160,170, $123,232, $31,877 and $9,847, respectively. For additional information regarding these deferred amounts, see “—Non-Qualified Deferred Compensation” below. Pursuant to SEC rules, dividend equivalents on vested and deferred RSUs are not required to be reported because the amounts of future dividends are factored into the grant date fair value of the awards (and such dividend equivalents have been excluded from the amounts reported under the column “All Other Compensation”). |

  109. Summary Compensation Table

    | (7) Mr. Welt was not a named executive officer for the fiscal years ended December 31, 2023 and 2022 and therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended December 31, 2024 is included in the Summary Compensation Table. |

  110. Summary Compensation Table

    | (8) This amount represents the discretionary annual cash incentive bonus paid to Mr. Welt for 2024. |

  111. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  112. 2024 Grants of Plan-Based Awards

    | Name | Units (#) | Plan Name (Grant Date) | Estimated Possible and Future Payouts Under Non-Equity Incentive Plan Awards Maximum ($) | Estimated Possible and Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Performance- Based RSU Awards(3) ($) | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | W. Robert Berkley, Jr. | | Annual Incentive Compensation Plan | 10,000,000(1) | | | | | | | 38,500 | 2019 Long Term Incentive Plan | 3,850,000(2) | | | | | | | 60,607 | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | 48,486 | 60,607 | 66,668 | 3,850,044 | | William R. Berkley | | Annual Incentive Compensation Plan | 10,000,000(1) | | | | | | | 38,500 | 2019 Long Term Incentive Plan | 3,850,000(2) | | | | | | | 60,607 | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | 48,486 | 60,607 | 66,668 | 3,850,044 | | Richard M. Baio | | Annual Incentive Compensation Plan | 2,106,475(1) | | | | | | | 5,000 | 2019 Long Term Incentive Plan | 500,000(2) | | | | | | | 9,524 | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | 7,619 | 9,524 | 10,476 | 604,984 | | James G. Shiel | | Annual Incentive Compensation Plan | 2,106,475(1) | | | | | | | 5,000 | 2019 Long Term Incentive Plan | 500,000(2) | | | | | | | — | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | — | — | — | — |

  113. 2024 Grants of Plan-Based Awards

    | 70 | W. R. Berkley Corporation |

  114. 2024 Grants of Plan-Based Awards

    | Name | Units (#) | Plan Name (Grant Date) | Estimated Possible and Future Payouts Under Non-Equity Incentive Plan Awards Maximum ($) | Estimated Possible and Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Performance- Based RSU Awards(3) ($) | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | Philip S. Welt | 5,000 | 2019 Long Term Incentive Plan | 500,000(2) | | | | | | | 9,524 | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | 7,619 | 9,524 | 10,476 | 604,984 | | Lucille T. Sgaglione | | Annual Incentive Compensation Plan | 2,106,475(1) | | | | | | | 5,000 | 2019 Long Term Incentive Plan | 500,000(2) | | | | | | | — | 2018 Stock Incentive Plan (08/15/2024 Grant Date) | | — | — | — | — |

  115. 2024 Grants of Plan-Based Awards

    | (1) Because of the nature of these awards, there is no target or minimum threshold performance level for the awards. As such, the “Threshold” and “Target” columns have been omitted from this table. These amounts represented the potential maximum value of the annual cash incentive awards for 2024 under the Annual Incentive Compensation Plan (“AICP”), which was, for each of Messrs. Rob Berkley and Wm. Berkley, 1.5% of the Company’s pre-tax income, as defined in the AICP, and for each of Messrs. Baio and Shiel and Ms. Sgaglione, 0.1% of the Company’s pre-tax income as defined in the AICP, in each case subject to a cap of $10 million per individual. The amount of annual cash incentive award actually awarded for the year, however, is determined by the Compensation Committee, which may exercise discretion to pay less (but not more) than the maximums. For 2024, the Compensation Committee exercised its discretion to award lesser amounts under the plan and the actual amount of annual cash incentive awards paid to Messrs. Rob Berkley, Wm. Berkley, Baio and Shiel and Ms. Sgaglione for their performance during 2024 under the AICP was $7.5 million, $7.5 million, $1.1 million, $1.1 million and $1.1 million, respectively (representing 75%, 75%, 52%, 52% and 52%, respectively, of their maximum potential awards), and such amounts are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  116. 2024 Grants of Plan-Based Awards

    | (2) Each of these LTIP awards had no value at the time of grant. Because of the nature of the LTIP award design, there is no target or minimum threshold performance level. As such, the “Threshold” and “Target” columns have been omitted from this table. In order to earn the maximum value for each LTIP unit, a 12.5% average annual increase in book value per share, as defined in the LTIP agreement, must be attained over the five-year period. The future payout value for each LTIP unit is determined by multiplying the amount by which the ending per-share book value of the Company’s common stock exceeds the beginning per-share book value of the Company’s common stock over the five-year performance period by a factor of 5.778, subject to a maximum per-LTIP unit value of $100.00. The aggregate dollar value of the award to each NEO and Ms. Sgaglione at payout will be the product of that per-LTIP unit value and the number of LTIP units awarded to the NEO or Ms. Sgaglione. The dollar value of the awards will be paid to the executives at the end of the five-year performance period, subject to earlier payout of the earned value (i) upon death or a termination of employment on account of disability or eligible retirement, by the Company without cause, or, following a change in control, by the NEO or Ms. Sgaglione for good reason, or (ii) upon a change in control if the LTIP units are not assumed or substituted in connection with such change in control, in each case where such earned value will be based on the per-LTIP unit value as of the end of the fiscal year immediately preceding the year in which such death, termination or change in control occurs. LTIP units will be forfeited if certain continued employment conditions are not satisfied through the end of the performance period. LTIP units may also be forfeited or subject to recapture if such executive engages in misconduct or violates certain provisions of the award during the performance period and for two years following their separation from service, and is subject to SEC- required clawback rules and NYSE listing standards. |

  117. 2024 Grants of Plan-Based Awards

    | (3) This column represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The performance-based RSUs provide an opportunity for NEOs and Ms. Sgaglione to receive shares of the Company’s common stock if a performance measure is met for three separate three-year performance periods (over five years) beginning in 2024, 2025, and 2026. For each performance period, if the minimum performance measure is not met, no award is earned. If at least the minimum performance requirement is attained, award payouts can range from 80% to 110% of the target number of shares. The grant date fair value of performance-based RSUs is based on the probable outcome of the performance-related component. The amounts in the table above assume that on the grant date of the awards the highest level of performance was probable and therefore such amounts represent the maximum potential value of the awards. For performance-based RSUs, fair value is calculated using the average of the high and low prices of the Company’s common stock reported on the NYSE on the date of grant. These performance-based RSUs vest, to the extent earned, at the end of each three-year performance period, with a total period of five years required for awards to vest in full. After vesting, settlement of the RSUs is mandatorily deferred until 180 days following the NEO’s or Ms. Sgaglione’s separation from service with the Company. An NEO’s or Ms. Sgaglione’s performance-based RSUs will be forfeited if certain continued employment conditions are not satisfied through the end of the performance period. An NEO’s or Ms. Sgaglione’s performance-based RSUs may also be forfeited or subject to recapture if such executive engages in misconduct or violates certain provisions of the award during the performance period and for one year following their separation from service, and is subject to SEC- required recapture rules and NYSE listing standards. For additional information regarding performance-based RSUs, see above under the heading “Compensation Discussion and Analysis — Additional Design Information — Long Term Incentives” on pages 51-53. For additional information relating to the valuation assumptions with respect to the grants, refer to note 23 of the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts reflect the Company’s accounting expense for these awards and do not necessarily correspond to the actual value that will be received by the NEOs and Ms. Sgaglione. |

  118. 2024 Grants of Plan-Based Awards

    | 2025 Proxy Statement | 71 |

  119. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information on the holdings of unvested stock awards by the NEOs and Ms. Sgaglione as of December 31, 2024. This table includes only stock awards, as no NEO nor Ms. Sgaglione held any option awards as of December 31, 2024. Each equity grant is shown separately for each NEO and Ms. Sgaglione. The market value of the stock awards is based on the closing market price of the Company’s stock as of December 31, 2024, which was $58.52 as reported on the NYSE.

  120. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End

  121. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Stock Award 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | W. Robert Berkley, Jr. | 08/15/2020 | | | 39,787 | 2,328,335 | | | 08/15/2021 | | | 70,619 | 4,132,624 | | | 08/15/2022 | | | 79,813 | 4,670,657 | | | 08/15/2023 | | | 83,149 | 4,865,879 | | | 08/15/2024 | | | 60,607 | 3,546,722 | | William R. Berkley | 08/15/2020 | | | 39,787 | 2,328,335 | | | 08/15/2021 | | | 70,619 | 4,132,624 | | | 08/15/2022 | | | 79,813 | 4,670,657 | | | 08/15/2023 | | | 83,149 | 4,865,879 | | | 08/15/2024 | | | 60,607 | 3,546,722 | | Richard M. Baio | 08/15/2020 | | | 5,815 | 340,294 | | | 08/15/2021 | | | 10,090 | 590,467 | | | 08/15/2022 | | | 11,403 | 667,304 | | | 08/15/2023 | | | 11,879 | 695,159 | | | 08/15/2024 | | | 9,524 | 557,344 | | James G. Shiel | 08/15/2020 | | | 5,815 | 340,294 | | | 08/15/2021 | | | 10,090 | 590,467 | | | 08/15/2022 | | | 11,403 | 667,304 | | | 08/15/2023 | | | 11,879 | 695,159 | | Philip S. Welt | 08/15/2020 | | | 5,815 | 340,294 | | | 08/15/2021 | | | 10,090 | 590,467 | | | 08/15/2022 | | | 11,403 | 667,304 | | | 08/15/2023 | | | 11,879 | 695,159 | | | 08/15/2024 | | | 9,524 | 557,344 | | Lucille T. Sgaglione | 08/15/2020 | | | 5,815 | 340,294 | | | 08/15/2021 | | | 10,090 | 590,467 | | | 08/15/2022 | | | 11,403 | 667,304 | | | 08/15/2023 | | | 11,879 | 695,159 |

  122. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 72 | W. R. Berkley Corporation |

  123. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Represents performance-based RSUs, which represent the right to receive one share of common stock, subject to vesting and continued employment requirements. These performance-based RSUs will vest, to the extent earned, at the end of one remaining three-year performance period (over five years) for awards granted in 2020, at the end of two remaining separate three-year performance periods (over five years) for awards granted in 2021, and at the end of three separate three-year performance periods (over five years) for awards granted in 2022, 2023 and 2024, provided the NEO or Ms. Sgaglione remains employed by the Company on the relevant vesting date. For each performance period, at least a portion of these performance-based RSUs will be earned if a minimum performance requirement is met for that performance period. If the minimum performance requirement is not met, no award will be earned. If at least the minimum performance requirement is attained, award payouts can range from 80% to 110% of the target number of shares. After vesting, settlement of the RSUs is mandatorily deferred until 180 days following the NEO’s or Ms. Sgaglione’s separation from service with the Company. The number of the performance-based RSUs reported in the table above have been calculated based on target performance level. |

  124. Option Exercises and Stock Vested

    Option Exercises and Stock Vested We have not awarded stock options since 2004. No NEO nor Ms. Sgaglione holds any option awards, and during the year ended December 31, 2024, no NEO nor Ms. Sgaglione exercised any stock options. The following table shows the stock awards (i.e., RSUs) that vested for all the NEOs and Ms. Sgaglione during 2024.

  125. Stock Vested in 2024

    Stock Vested in 2024

  126. Stock Vested in 2024

    | Name | Number of Shares (RSUs) Acquired on Vesting (#) | Pre-Tax Value Realized on Vesting ($) | | W. Robert Berkley, Jr. | 120,430(1) | 6,954,772(1) | | William R. Berkley | 120,430(1) | 6,954,772(1) | | Richard M. Baio | 17,473(1) | 1,009,057(1) | | James G. Shiel | 17,473(1) | 1,009,057(1) | | Philip S. Welt | 17,473(1) | 1,009,057(1) | | Lucille T. Sgaglione | 17,473(1) | 1,009,057(1) |

  127. Stock Vested in 2024

    | (1) Represents the aggregate of performance-based RSUs granted on August 15, 2019, August 15, 2020 and August 15, 2021, respectively, that vested at 110% of target level of performance on August 15, 2024 (for which the receipt of the vested shares has been mandatorily deferred until the earlier of the respective NEO’s or Ms. Sgaglione’s separation from service, except for shares withheld to pay certain taxes), when the fair value of the Company’s stock was $57.75 per share. For additional information regarding the deferred RSUs held by the NEOs and Ms. Sgaglione as of December 31, 2024, see “—Non-Qualified Deferred Compensation” below. |

  128. Stock Vested in 2024

    | 2025 Proxy Statement | 73 |

  129. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below provides information on the year-end balances of amounts deferred in prior years by the NEOs and Ms. Sgaglione under the Deferred Compensation Plan for Officers.

  130. Non-Qualified Deferred Compensation for 2024

    Non-Qualified Deferred Compensation for 2024

  131. Non-Qualified Deferred Compensation for 2024

    | Name | Executive Contributions in last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Balance at Last FYE ($)(1)(2) | | W. Robert Berkley, Jr. | — | — | — | | William R. Berkley | — | 160,170 | 3,222,263 | | Richard M. Baio | — | — | — | | James G. Shiel | — | 123,232 | 2,177,708 | | Philip S. Welt | — | 31,877 | 641,299 | | Lucille T. Sgaglione | — | 9,847 | 198,113 |

  132. Non-Qualified Deferred Compensation for 2024

    | (1) These amounts are accrued, but are not secured or funded by the Company. |

  133. Non-Qualified Deferred Compensation for 2024

    | (2) Does not include the following vested RSUs (the receipt of which has been mandatorily deferred until the earlier of the respective NEO’s (and Ms. Sgaglione) separation from service or a change in control): Mr. Rob Berkley — 3,074,067 RSUs; Mr. Wm. Berkley — 7,511,309 RSUs; Mr. Baio — 196,168 RSUs; Mr. Shiel — 631,650 RSUs, Mr. Welt – 110,808 RSUs; and Ms. Sgaglione — 225,627 RSUs. These RSUs are fully vested, but delivery of the underlying shares has been mandatorily deferred until the NEO’s or Ms. Sgaglione’s separation of service from the Company in order to align the NEO’s and Ms. Sgaglione’s financial interests with those of the Company’s stockholders during the NEO’s employment. |

  134. Non-Qualified Deferred Compensation for 2024

    The amounts set forth in the table above were deferred pursuant to the Company’s Deferred Compensation Plan for Officers in which the NEOs and Ms. Sgaglione are eligible to participate on a voluntary basis. Under the plan, participants are able to elect to defer all or a portion of their base salary, annual cash incentive award, and excess profit-sharing contribution for any year. Amounts deferred into the plan are credited for earnings and losses based on deemed investment in one or more funds, as selected by the eligible officer participant among the options determined by the Company. At the time of the deferral election, amounts may have been deferred until the earlier of (i) a specified date in the future, or (ii) the officer’s separation from service. At the officer’s election made at the time of deferral, the Company will commence payment of the deferred amounts either in a lump sum or in no more than five annual installments beginning generally within 60 days following the date specified for payment or on the date of the officer’s separation from service (subject to a six-month delay to comply with Section 409A of the Code).

  135. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Except as described in “Compensation Discussion and Analysis — Severance and Change in Control Benefits” above with respect to RSUs and LTIP awards, the Company does not have any contracts, agreements, plans or arrangements that provide for severance payments to the NEOs at, following, or in connection with any termination of employment. None of the NEOs nor Ms. Sgaglione has an employment agreement with the Company, and none of them, other than Mr. Wm. Berkley, has a change in control agreement with the Company. The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if a change in control had occurred or if an

  136. Potential Payments Upon Termination or Change in Control

    | 74 | W. R. Berkley Corporation |

  137. Potential Payments Upon Termination or Change in Control

    NEO’s or Ms. Sgaglione’s employment had terminated on December 31, 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price. During the two-year period following Mr. Wm. Berkley’s termination as provided in the Supplemental Benefits Agreement or, if longer, the period that he performs consulting services to the Company or remains Chairman of the Board, he will be entitled to continue to receive certain perquisites, including continued use of a Company plane and a car and driver, in a manner consistent with his prior use of such perquisites. Additionally, for so long as Mr. Wm. Berkley requests, following such termination, the Company is required to provide him with office accommodations and support, including secretarial support, in a manner consistent with that provided prior to such termination. The Company estimates the cost associated with the benefits that are to be provided during the two-year period set forth above to be $672,000 per annum, and that the cost associated with the benefits to be provided upon request would be $255,000 per annum. After his termination, Mr. Wm. Berkley and his spouse are also entitled to receive lifetime health insurance coverage for which the Company estimates the actuarial present value of the cost to be $361,000. The estimated benefit to Mr. Wm. Berkley under the Supplemental Benefits Agreement described above, had he become entitled to receive such benefits upon a change in control occurring on December 31, 2024, does not include any gross-up as provided under the agreement because Mr. Wm. Berkley would not have been subject to the excise tax under Section 4999 of the Code. The Supplemental Benefits Agreement prohibits Mr. Wm. Berkley from competing against the Company for two years following his resignation of employment other than for “good reason,” during which time Mr. Wm. Berkley has agreed to be available to provide consulting services to the Company. Please see “Compensation Discussion and Analysis — Severance and Change in Control Benefits” above (including the table on page 63), for a description of the effects, with respect to all the NEOs and Ms. Sgaglione, of a change in control or termination of employment as described in the various plan documents. The following table provides the value, based upon the Company’s stock price, of RSUs that would become vested (but not the value of any already vested and deferred RSUs that would be settled), as well as the value of all performance units awarded under the LTIP (A) upon a change in control, (B) upon a change in control and termination, (C) if the NEO or Ms. Sgaglione had died or become disabled or (D) if the NEO or Ms. Sgaglione had a qualified retirement or was terminated by the Company for a reason other than cause, in each case as of December 31, 2024.

  138. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 75 |

  139. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    Potential Termination or Change in Control Payments Under RSUs and the LTIP

  140. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    | Name | RSUs ($)(1) | LTIP ($)(2) | Total ($) | | W. Robert Berkley, Jr. | | | | | Change in Control | — | — | — | | Change in Control and Termination | 19,544,217 | 9,187,029 | 28,731,246 | | Death or Disability | 10,191,686 | 9,187,029 | 19,378,715 | | Qualified Retirement or Other than for Cause Termination | — | 9,187,029 | 9,187,029 | | William R. Berkley | | | | | Change in Control | — | — | — | | Change in Control and Termination | 19,544,217 | 9,187,029 | 28,731,246 | | Death or Disability | 10,191,686 | 9,187,029 | 19,378,715 | | Qualified Retirement or Other than for Cause Termination | — | 9,187,029 | 9,187,029 | | Richard M. Baio | | | | | Change in Control | — | — | — | | Change in Control and Termination | 2,850,568 | 1,184,917 | 4,035,485 | | Death or Disability | 1,467,800 | 1,184,917 | 2,652,717 | | Qualified Retirement or Other than for Cause Termination | — | 1,184,917 | 1,184,917 | | James G. Shiel | | | | | Change in Control | — | — | — | | Change in Control and Termination | 2,293,223 | 1,184,917 | 3,478,140 | | Death or Disability | 1,412,780 | 1,184,917 | 2,597,697 | | Qualified Retirement or Other than for Cause Termination | — | 1,184,917 | 1,184,917 | | Philip S. Welt | | | | | Change in Control | — | — | — | | Change in Control and Termination | 2,850,568 | 1,184,917 | 4,035,485 | | Death or Disability | 1,467,800 | 1,184,917 | 2,652,717 | | Qualified Retirement or Other than for Cause Termination | — | 1,184,917 | 1,184,917 | | Lucille T. Sgaglione | | | | | Change in Control | — | — | — | | Change in Control and Termination | 2,293,223 | 1,184,917 | 3,478,140 | | Death or Disability | 1,412,780 | 1,184,917 | 2,597,697 | | Qualified Retirement or Other than for Cause Termination | — | 1,184,917 | 1,184,917 |

  141. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    | (1) The amounts reported in this column include the value of performance-based RSUs, which (i) vest in full upon a termination of the NEO (or Ms. Sgaglione) by the Company without cause or by the NEO (or Ms. Sgaglione) for good reason, in each case within 18 months following a change in control of the Company, and (ii) vest pro-rata upon the NEO’s (or Ms. Sgaglione’s) death or disability. For these purposes, pursuant to the individual award agreements, performance-based RSUs are deemed earned at the target level of performance. |

  142. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    | (2) The amounts reported in this column are based on the value of LTIP units on December 31, 2024, the end of the fiscal year immediately prior to the fiscal year in which the termination or change in control is deemed to have occurred for purposes of this table. Had a change in control or termination occurred on or after January 1, 2025, the LTIP value including the amount earned during 2024 would have been as follows for the NEOs (and Ms. Sgaglione): Mr. Rob Berkley — $9,883,704; Mr. Wm. Berkley — $9,883,704; Mr. Baio — $1,279,052; Mr. Shiel — $1,279,052; Mr. Welt $1,279,052 and Ms. Sgaglione — $1,279,052. |

  143. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    Certain of the NEOs and Ms. Sgaglione participate in the Deferred Compensation Plan for Officers, which permitted the deferral of all or a portion of their base salary, annual cash incentive awards, and excess profit-sharing contribution for any year. The last column of the Non-Qualified Deferred Compensation for 2024 table on page 74 reports each NEO’s and Ms. Sgaglione’s aggregate balance at December 31, 2024. The NEOs and Ms. Sgaglione are entitled to receive the amount in their deferred compensation account in

  144. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    | 76 | W. R. Berkley Corporation |

  145. Potential Termination or Change in Control Payments Under RSUs and the LTIP

    the event of a separation from service. The account balances continue to be credited for earnings and losses based on the deemed investment in one or more funds selected by the participant between the separation from service event and the date distributions are made, and therefore amounts payable to the NEOs and Ms. Sgaglione, assuming a separation from service on December 31, 2024, would differ from those shown in the Nonqualified Deferred Compensation table for 2024 to some degree to account for such earnings and losses. Mandatorily deferred RSUs that previously vested will be distributed (except for shares that were withheld to pay certain taxes) to the recipient 180 days following such separation from service.

  146. Director Compensation

    Director Compensation

  147. Director Compensation

    | Our directors’ interests, like our management’s, are aligned with those of our stockholders through meaningful stock ownership. Continuing directors are granted shares of the Company’s common stock on an annual basis, constituting a substantial portion of their compensation, and such shares are required to be held until the director is no longer a member of the Board. To further enhance alignment, our director stock ownership guidelines require directors with four or more years of tenure to own shares with a value equivalent to five times the annual stipend, or $480,000. All of our non-management directors with at least four years of service own shares in excess of the required amount, holding shares worth between 4 and 31 times their ownership guideline requirements as of April 17, 2025. |

  148. Director Compensation

    For 2024, our directors were compensated in accordance with the following table:

  149. Director Compensation

    | Compensation Element | | | Annual Stipend | $96,000, paid in four equal quarterly payments of $24,000 | | Annual Equity Grant | Shares of the Company’s common stock representing $200,000, issued on the date of the Company’s Annual Meeting | | Annual Stipend for Audit and Compensation Committee Members | $5,500 | | Annual Committee Chair Fee | $38,500 for each of the Audit and Compensation Committees | | Board Meeting Fee | $2,000 for each meeting attended | | Audit and Compensation Committee Meeting Fee | $1,500 for each substantive meeting attended | | Stock Retention Guidelines | Each director is to hold Annual Equity Grant shares until such time he or she is no longer serving as a member of the Company’s Board | | Stock Ownership Guidelines | Each director, within four years of becoming a director, is required to own an amount of the Company’s common stock equal to five times the Annual Stipend |

  150. Director Compensation

    Throughout 2024, the Company also maintained the Deferred Compensation Plan for Directors pursuant to which directors are able to elect to defer all or a portion of their retainer and/or meeting fees for such year. All amounts deferred into the plan are credited for earnings and losses based on deemed investment in one or more funds, as selected by the eligible director participant among the options determined by the

  151. Director Compensation

    | 2025 Proxy Statement | 77 |

  152. Director Compensation

    Company. At the time of the deferral election, amounts may be deferred until the earlier of (i) a specified time in the future or (ii) the director’s separation from service with the Board of Directors. The Company will pay the deferred amounts, at the election of the director made at the time of deferral, either in a lump sum or in no more than five annual installments beginning on the date specified for payment or on the date of the director’s separation from service with the Board of Directors. Upon the death of a director, the director’s deferred account balance will be distributed within 60 days following death. The following table shows for the year ended December 31, 2024, information concerning the compensation of directors who are not named in the Summary Compensation Table:

  153. 2024 Director Compensation

    2024 Director Compensation

  154. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Christopher L. Augostini | 164,500 | 200,067 | 364,567 | | Ronald E. Blaylock | 115,500 | 200,067 | 315,567 | | Mary C. Farrell | 155,500 | 200,067 | 355,567 | | María Luisa Ferré | 123,000 | 200,067 | 323,067 | | Maríe A. Mattson | 66,500 | 200,067 | 266,567 | | Daniel L. Mosley | 117,000 | 200,067 | 317,067 | | Mark L. Shapiro | 126,000 | 200,067 | 326,067 | | Jonathan Talisman | 126,000 | 200,067 | 326,067 |

  155. 2024 Director Compensation

    | (1) Represents the fair value of 3,801 shares of the Company’s common stock on June 11, 2024, the date of grant ($52.635 per share) as reported on the NYSE. |

  156. CEO Pay Ratio

    CEO Pay Ratio For 2024, Mr. Rob Berkley had total compensation, as reported in the Summary Compensation Table on pages 69-70, of $17,371,233. Of this amount, 46% was long-term and 89% was performance-based and at risk. Our median employee is an underwriter based in the southeastern United States and had estimated total compensation of $130,099. Accordingly, the CEO pay ratio is 134 times that of the median employee. The annual total compensation of the median employee for 2024 was calculated using the same elements as those for the “Total Compensation” shown for our CEO in the Summary Compensation Table on pages 69-70. The median employee was identified from a listing of active employees, excluding the CEO, as of December 31, 2023, using the sum of base salary or wages, bonuses and commissions, to the extent applicable, for each employee. Our original median employee identified for the 2023 pay ratio disclosure is no longer employed by the Company. Accordingly, as permitted under SEC rules, for purposes of our 2024 pay ratio disclosure we have substituted a new median employee with compensation substantially similar to the compensation of the original median employee based on the compensation measure used to select the original median employee in 2023. We determined that, as of December 31, 2023, we had approximately 8,316 employees. These employees were located primarily in the United States and the United Kingdom.

  157. CEO Pay Ratio

    | 78 | W. R. Berkley Corporation |

  158. CEO Pay Ratio

    For purposes of calculating our median employee compensation, we excluded 203 individuals located in Argentina, 117 located in Brazil, 69 located in Colombia, 15 located in Uruguay and 11 located in China. As a result of this de minimis exemption, our employee population for purposes of calculating our median employee compensation was reduced to approximately 7,901. Compensation of employees paid in currencies other than the U.S. dollar was converted to dollars using exchange rates from Friday, December 29, 2023. This process identified one employee. The Company believes that employee compensation is a critical tool in incentivizing behavior that supports the successful execution of our corporate goals. Consistent with our executive compensation philosophy, our employee compensation philosophy is focused on providing an attractive, flexible and market competitive program tied to long-term performance and aligned with the interests of our stockholders. (See Executive Compensation Objectives, Philosophy, and Design on pages 47-48 and Executive Compensation Policies and Practices on page 45.)

  159. CEO Pay Ratio

    | 2025 Proxy Statement | 79 |

  160. Pay Versus Performance

    Pay Versus Performance Our Pay Versus Performance disclosure has been prepared in accordance with Item 402(v) of Regulation S-K. The “Compensation Actually Paid” (“CAP”) values shown in the required table below are calculated in accordance with SEC rules and do not reflect the actual amount of compensation realized during the applicable year by our Principal Executive Officer (“PEO”) and our other Non-PEO Named Executive Officers (“Other NEOs”) or how we evaluate compensation decisions in light of Company or individual performance. For information on our executive compensation objectives, philosophy and design, please refer to our Compensation Discussion and Analysis beginning on page 43.

  161. Pay Versus Performance Table

    Pay Versus Performance Table The following tables and related disclosures provide information about the total compensation of our PEO and our Other NEOs as presented in the Summary Compensation Table on pages 69-70, the “CAP” to our PEO and our Other NEOs, as calculated in accordance with SEC rules, certain financial performance measures, and the relationship of the CAP to those financial performance measures.

  162. Pay Versus Performance Table

    | Year (a) | Summary Compensation Total for PEO ($) (b) (1) | Compensation Actually Paid to PEO ($) (c) (3) | Average Summary Compensation Table Total For Other NEOs ($) (d) (2) | Average Compensation Actually Paid to Other NEOs ($) (e) (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in $M) ($) (h) (6) | ROE (%) (i) (7) | | | | | | | Total Shareholder Return ($) (f) (4) | Peer Group Total Shareholder Return ($) (g) (5) | | | | 2024 | 17,371,233 | 22,119,507 | 6,607,852 | 8,305,590 | 210.70 | 181.84 | 1,756 | 23.60 | | 2023 | 16,813,566 | 16,025,122 | 6,491,350 | 6,209,186 | 165.66 | 144.66 | 1,381 | 20.50 | | 2022 | 16,706,862 | 22,607,003 | 6,358,409 | 8,465,219 | 165.25 | 135.10 | 1,381 | 20.80 | | 2021 | 14,147,305 | 18,033,553 | 5,466,938 | 6,846,425 | 123.39 | 116.45 | 1,022 | 16.20 | | 2020 | 9,982,728 | 9,120,114 | 4,039,710 | 3,714,259 | 96.86 | 101.07 | 531 | 8.70 |

  163. Pay Versus Performance Table

    | (1) This column reflects the amounts reported in the “Total” column of the Summary Compensation Table for our PEO, Mr. Rob Berkley, for each of the years presented, which include amounts representing (i) the maximum potential values of the performance-based RSU awards, and (ii) amounts contingently earned during 2024 from LTIP awards granted prior to 2025. |

  164. Pay Versus Performance Table

    | (2) This column reflects the average of the respective amounts reported in the “Total” column of the Summary Compensation Table for our Other NEOs, Messrs. Wm. Berkley, Baio, Shiel and Welt in 2024 and Messrs. Wm. Berkley, Baio, Shiel and Ms. Sgaglione in years 2020 to 2023, which include amounts representing (i) the maximum potential values of the performance-based RSU awards, and (ii) amounts contingently earned during 2024 from LTIP awards granted prior to 2025. |

  165. Pay Versus Performance Table

    | (3) “Compensation Actually Paid” and “Average Compensation Actually Paid” as set forth in the respective columns is calculated in accordance with rules prescribed by the SEC and does not reflect the actual amounts realized or that may be realized by the PEO or the Other NEOs, as applicable. The amounts set forth may be more or less than the amount actually realized by the PEO or the Other NEOs based upon, among other things, whether the Company achieves certain performance goals with respect to performance-based RSUs and LTIP awards and the value of our common stock underlying mandatorily deferred performance-based RSUs. Furthermore, all of the stock awards included in the above table are performance-based RSUs. Performance-based RSUs are earned over a five-year period. In addition, the issuance of vested shares underlying performance-based RSUs are mandatorily deferred until separation from service (except for shares withheld to pay certain taxes). To promote long-term alignment with our stockholders, our executives have no ability to monetize their vested shares prior to their separation from the Company . Accordingly, the potential value of the mandatorily deferred RSUs that the executive realizes remains at risk to a decline in the value of the Company’s stock. |

  166. Pay Versus Performance Table

    | 80 | W. R. Berkley Corporation |

  167. Pay Versus Performance Table

    | The amounts deducted or added in calculating the equity award adjustments required under the rules prescribed by the SEC are as set forth in the following table. For the periods covered, no individual awards were granted and vested in the same year, no individual awards were forfeited, and no dividends or other earnings were paid on unvested awards. The Company does not have any pension benefits. |

  168. Pay Versus Performance Table

    | | 2024 | | | | PEO ($) | Average Other NEOs ($) | | Total Compensation as reported in Summary Compensation Table (SCT Total) | 17,371,233 | 6,607,852 | | Adjustments for stock awards | | | | (Deduct): Aggregate value for stock awards included in SCT Total for the covered fiscal year | -3,850,044 | -1,265,003 | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 3,901,411 | 1,281,881 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 3,420,008 | 1,222,688 | | Add: Fair value at year end of awards granted during the covered fiscal year that vested during the covered fiscal year end | — | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 1,276,899 | 458,172 | | (Deduct): Fair value of awards granted in any prior fiscal year that failed to vest during the covered fiscal year | — | — | | Total Adjustments | 4,748,274 | 1,697,738 | | Compensation Actually Paid (CAP) | 22,119,507 | 8,305,590 |

  169. Pay Versus Performance Table

    | (4) Assumes $100 invested in our common stock on December 31, 2019, the last trading day before the start of 2020, through the last trading day for the applicable year in the table, including reinvestment of dividends. |

  170. Pay Versus Performance Table

    | (5) Assumes $100 invested in the peer group identified on page 54, on December 31, 2019, the last trading day before the start of 2020, through the last trading day for the applicable year in the table, including reinvestment of dividends. The peer group remained constant from 2020-2024, except that in 2021, the Compensation Committee removed The Progressive Corporation from the peer group and added The Allstate Corporation and Kemper Corporation, in 2022 removed Alleghany Corporation after it was acquired on October 19, 2022 and in 2024 added American International Group, Inc.. The peer group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |

  171. Pay Versus Performance Table

    | (6) Net income as reported for each year in the Company’s Annual Report on Form 10-K. |

  172. Pay Versus Performance Table

    | (7) ROE (which represents net income expressed as a percentage of beginning of year common stockholders’ equity) was determined to be the most important financial performance measure for 2024 and therefore was selected as the 2024 “Company-Selected Measure.” |

  173. Pay Versus Performance Table

    | 2025 Proxy Statement | 81 |

  174. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    How may I vote for the nominees for director, and how many votes must the nominees receive to be elected? With respect to the election of nominees for director, you may:

  175. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    | Ø | vote FOR the election of the four nominees for director; |

  176. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    | Ø | vote AGAINST the election of the four nominees; |

  177. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    | Ø | vote FOR one or more of the nominees and vote AGAINST the remaining nominees; or |

  178. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    | Ø | ABSTAIN from voting for the four nominees. |

  179. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    The election of directors requires the affirmative vote of a majority of the votes cast at the Annual Meeting (i.e., that the number of shares voted “FOR” such director’s election exceeds the number of shares voted “AGAINST” that director’s election). If you abstain from voting, it will have no effect on the vote. If you hold shares of our common stock through a bank or broker, your bank or broker will vote your shares for you if you provide instructions on how to vote the shares. In the absence of instructions, however, banks and brokers do not have the authority to vote your shares for the election of directors. Accordingly, it is important that you provide voting instructions to your bank or broker, so that your shares may be voted in the election of directors. If you do not provide voting instructions to your bank or broker, it will have no effect on the vote.