DEF 14A of Axis Capital Holdings LTD, Apr 4, 2024

DEF 14A of Axis Capital Holdings LTD

Filed Apr 4, 2024 · FY20230001214816-24-000043

Open on EDGAR

  1. Strong Path Forward

    | Option Exercises and Stock Vested in 2023 | 80 | | Pension Benefits for 2023 | 80 | | Nonqualified Deferred Compensation for 2023 | 80 | | Potential Payments Upon Termination or Change in Control | 81 | | CEO Pay Ratio | 91 | | Pay Versus Performance Table and Disclosures | 92 | | 2023 Director Compensation | 96 | | Non-Management Directors | 96 | | Directors Annual Compensation Program | 97 | | Equity Compensation Plan Information | 98 | | Audit Committee Report | 99 | | Proposal 3. Appointment of Independent Auditors | 100 | | Principal Accountant Fees and Services | 102 | | Audit and Non-Audit Fees | 102 | | Pre-Approval Policy | 102 | | Shareholder Proposals for 2025 Annual Meeting | 103 | | Voting and Meeting Information | 104 | | Appendix 1 – Non-GAAP Financial Measures Reconciliation | A-1 |

  2. Director Nominees

    Director Nominees The table below sets forth the names, ages, classes and positions of the nominees who are standing for election at this year's Annual General Meeting. The biographies that follow provide business experience and public company directorships held during the last five years.

  3. Director Nominees

    | Name | Age | Class | Position | Since | | Charles Davis | 75 | I | Independent Director | November 2001 | | Elanor Hardwick | 51 | I | Independent Director | November 2018 | | Axel Theis | 66 | I | Independent Director | April 2021 | | Barbara Yastine | 64 | I | Independent Director | July 2018 |

  4. Director Nominees

    | | Recommendation of the Board The Board recommends that you vote “FOR” the election of these nominees. |

  5. Director Nominees

    | | Charles Davis | | | Experience •Current Chief Executive Officer of Stone Point Capital LLC, serving since June 2005. •Held various executive positions at MMC Capital, Inc., a subsidiary of Marsh & McLennan Companies, Inc., from 1998 until May 2005, serving as the Chief Executive Officer from 1999 to 2005 and as Chairman from 2002 to 2005. Also served as a Vice Chairman of Marsh & McLennan Companies, Inc. from 1999 to November 2004. •Spent 23 years at Goldman Sachs & Co. LLC, where, among other positions, Mr. Davis served as head of Investment Banking Services worldwide; head of the Financial Services Industry Group; General Partner; Senior Director; and Limited Partner. U.S.-listed Company Boards The Progressive Corporation. Former director of The Hershey Company from 2007 to 2021. The Board believes that Mr. Davis is qualified to serve as a director based on his distinguished career in investment banking, his extensive knowledge of corporate finance and his experience in the insurance industry. | | Age: 75 | | | Education: B.A. from the University of Vermont and M.B.A. from Columbia Business School | | | Committees: Member of Finance Committee, Risk Committee and Executive Committee | |

  6. Director Nominees

    | AXIS 2024 Proxy Statement | 11 |

  7. Director Nominees

    | | Elanor Hardwick | | | Experience •Former Chief Digital Officer of UBS, leading the bank’s innovation and digitization activities across all business lines and functions globally, serving from 2018 to June 2020. •Served as Head of Innovation of Deutsche Bank from 2016 to 2018, leading innovation across business lines and functions globally and supporting the company’s digital strategy development. •Served as Chief Executive Officer from 2011 to 2016, of Credit Benchmark Ltd., a FinTech start-up and provider of credit risk data, leading the company from its foundation. •Held a succession of senior leadership positions at Thomson Reuters from 2005 to 2011 including Global Head of Strategy, Investment and Advisory; Global Head of Professional Publishing; and Head of Strategy for Europe and Asia. •Held positions at Morgan Stanley International from 2002 to 2005; Booz-Allen & Hamilton from 1997 to 2000; and the United Kingdom’s Department of Trade and Industry from 1995 to 1997. •Currently serves on the boards of Alpha Bank S.A. and Alpha Services and Holdings S.A., an Athens Stock Exchange-listed banking group. U.S.-listed Company Boards None The Board believes that Ms. Hardwick is qualified to serve as a director based on her leadership positions in the financial services and FinTech industries, including her experience leading global innovation and digital strategy initiatives at UBS and Deutsche Bank. | | Age: 51 | | | Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | | | Committees: Member of Human Capital and Compensation Committee and Corporate Governance, Nominating and Social Responsibility Committee | |

  8. Director Nominees

    | 12 | AXIS 2024 Proxy Statement |

  9. Director Nominees

    | | Axel Theis | | | Experience •Served in various management roles during his distinguished 33-year career with Allianz SE, including as a member of the Allianz Board of Management from 2015 to 2020; Chief Executive Officer of Allianz Global Corporate & Specialty SE from 2006 to 2014; and Chief Executive Officer of Allianz Global Risks Ruckversicherungs from 2004 to 2006. •Also served on Allianz’s U.K. subsidiary board as Chairman from 2015 to 2018, as a member of the U.S. and Irish subsidiaries of Allianz from 2015 to 2018 and as Chairman of Allianz’ French credit insurance company, Euler Hermes from 2015 to 2019. U.S.-listed Company Boards None The Board believes Dr. Theis is qualified to serve as a director based on his 33 years of multinational experience at Allianz and his experience leading (re)insurance and asset management businesses of significant scale across the European and global markets. | | Age: 66 | | | Education: Ph.D. from the Eberhard Karls Universität Tübingen | | | Committees: Member of Audit Committee and Risk Committee | |

  10. Director Nominees

    | | Barbara Yastine | | | Experience •Former Chair and Chief Executive Officer of Ally Bank, a digital banking leader. Served as Chair from 2010 to 2015 and became interim Chief Executive Officer and President in 2011 before serving as Chief Executive Officer and President beginning in 2012. Also served as Chief Administrative Officer of Ally Financial from 2010 to 2012. •Previously served as a director and co-Chief Executive Officer of privately held Lebenthal Holdings, LLC from September 2015 to June 2016. In November 2017, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. •Held various executive roles at Citigroup and Credit Suisse First Boston spanning over 17 years. U.S.-listed Company Boards Primerica, Inc., Zions Bancorporation and Alkami Technology, Inc. Former director of First Data Corporation from September 2016 to July 2019. The Board believes that Ms. Yastine is qualified to serve as a director based on her more than 30 years of management experience in the financial services and risk management sectors, including her prior role as Chair, Chief Executive Officer and President of Ally Bank. | | Age: 64 | | | Education: B.A. in Journalism from New York University and M.B.A. from New York University | | | Committees: Chair of Corporate Governance, Nominating and Social Responsibility Committee and Member of Audit Committee | |

  11. Director Nominees

    | AXIS 2024 Proxy Statement | 13 |

  12. Directors Continuing in Office

    Directors Continuing in Office The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the Annual General Meeting but whose term of office will continue after the meeting. The biographies that follow provide business experience and U.S.-listed public company directorships held during the last five years.

  13. Directors Continuing in Office

    | Name | Age | Class | Position | Since | | Vincent Tizzio(1) | 57 | III | President and Chief Executive Officer | May 2023 | | W. Marston Becker | 71 | II | Independent Director | June 2020 | | Anne Melissa Dowling | 65 | III | Independent Director | January 2020 | | Stanley Galanski | 65 | III | Independent Director | January 2024 | | Michael Millegan | 65 | II | Independent Director | April 2021 | | Thomas Ramey | 80 | II | Independent Director | July 2009 | | Henry Smith | 75 | III | Independent Director | May 2004 | | Lizabeth Zlatkus | 65 | II | Independent Director | March 2019 |

  14. Directors Continuing in Office

    | | Vincent Tizzio | | | Experience •Serves as our President and Chief Executive Officer. Mr. Tizzio previously served as CEO, Specialty Insurance and Reinsurance from June 2022 to May 2023 and as a Senior Advisor - Insurance Market Strategy from January 2022 to June 2022. •Served as Executive Vice President and Head of Global Specialty at The Hartford from May 2019 through August 2021. •Prior to joining The Hartford, Mr. Tizzio spent seven years as President and CEO of Navigators Management Company. U.S.-listed Company Boards None The Board believes that Mr. Tizzio is qualified to serve as a director based on his deep knowledge of the specialty insurance industry and his proven track record of managing an insurance business, with a comprehensive understanding of underwriting and go to market strategies. | | Age: 57 | | | Education: Education: B.S. from Adelphi University | | | Committees: Member of Executive Committee | |

  15. Directors Continuing in Office

    | 14 | AXIS 2024 Proxy Statement |

  16. Directors Continuing in Office

    | | W. Marston Becker | | | Experience •Served as Chairman of the Board of QBE Insurance Group from 2014 until April 2020. •Served as Chairman and Chief Executive Officer of Alterra Capital Holdings Limited from 2006 to 2013, Trenwick Group, Ltd. from 2002 to 2005, the run-off for LaSalle Re Holdings from 2002 to 2008 and Orion Capital Corporation from 1996 to 2000. •Served as President and Chief Executive Officer of McDonough Caperton Insurance Group, Inc. from 1987 to 1994. •Holds the Chartered Financial Analyst designation and is an admitted attorney in West Virginia. U.S.-listed Company Boards MVB Financial Corp. The Board believes that Mr. Becker is qualified to serve as a director based on his 37 years of experience, including Chief Executive Officer and Chairman leadership positions in the insurance and financial industries. | | Age: 71 | | | Education: B.A. from West Virginia University and J.D. from West Virginia University | | | Committees: Chair of Risk Committee and Member of Human Capital and Compensation Committee and Executive Committee | |

  17. Directors Continuing in Office

    | | Anne Melissa Dowling | | | Experience •Served as Director of Insurance for the State of Illinois from 2015 to 2017 and as Deputy (and Acting) Commissioner of Insurance for the State of Connecticut from 2011 to 2015. •Held executive management roles in the areas of investments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group; Connecticut Mutual Life Insurance Company; Travelers Insurance Company; and at Aetna Life & Casualty, where she began her career in 1982. •Holds the Chartered Financial Analyst designation. U.S.-listed Company Boards None The Board believes that Ms. Dowling is qualified to serve as a director based on her insurance industry expertise including 25 years of executive management in the private sector and, most recently in the public sector, as Director of the Illinois Department of Insurance. | | Age: 65 | | | Education: B.A. from Amherst College and M.B.A. from Columbia Business School | | | Committees: Chair of Finance Committee and Member of Risk Committee | |

  18. Directors Continuing in Office

    | AXIS 2024 Proxy Statement | 15 |

  19. Directors Continuing in Office

    | | Stanley Galanski | | | Experience •Currently serves as Chief Executive Officer of G68 Capital, an advisory and consulting firm for the insurance industry. •Served as President and Chief Executive Officer of The Navigators Group from 2003 until its 2019 acquisition by The Hartford. •Previously served as CEO of Intercargo Corporation, President of New Hampshire Insurance Company and in various management and underwriting roles at Chubb over a 15-year tenure. U.S.-listed Company Boards None. The Board believes that Mr. Galanski is qualified to serve as a director based on his robust experience in the property and casualty insurance industry, including his deep underwriting knowledge and executive management experience. | | Age: 65 | | | Education: B.A. from the University of Pittsburgh | | | Committees: Member of Risk Committee | |

  20. Directors Continuing in Office

    | | Michael Millegan | | | Experience •Has served as Founder and Chief Executive Officer of Millegan Advisory Group-3 LLC, a strategic advisory firm for early-stage companies since February 2014. •Held executive leadership and management roles at Verizon over the course of his 33-year tenure in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations, including President of Verizon Global Wholesale Group, President of Verizon Digital Media Service, Area President of Verizon Midwest Region and Senior Vice President of Verizon Enterprise Operations. U.S.-listed Company Boards Portland General Electric Company. Former director of CoreSite Realty Corporation from February to December 2021 prior to its acquisition and Wireless Telecom Group, Inc. from November 2016 to August 2023. The Board believes that Mr. Millegan is qualified to serve as a director based on his 33 years of leadership experience, including his experience running a business to business network and working with global companies, along with his knowledge in the areas of digital technology and platforms, cybersecurity, supply chain management, sales, marketing and operations. | | Age: 65 | | | Education: B.A. from Angelo State University and M.B.A. from Angelo State University | | | Committees: Chair of Human Capital and Compensation Committee and Member of Finance Committee | |

  21. Directors Continuing in Office

    | 16 | AXIS 2024 Proxy Statement |

  22. Directors Continuing in Office

    | | Thomas Ramey | | | Experience •Former Chairman and President of Liberty International, a wholly owned subsidiary of Liberty Mutual Group, from 1997 to 2009. Also served as Executive Vice President of Liberty Mutual Group from 1995 to 2009. •Served as President and Chief Executive Officer of American International Healthcare, a subsidiary of AIG, from 1986 to 1992. •Founder and President of an international healthcare trading company, including health maintenance organization (HMO) consulting and management. U.S.-listed Company Boards Former director of UroCor, Inc. from 1996 to 2001 prior to its acquisition by Dianon Systems Inc. The Board believes that Mr. Ramey is qualified to serve as a director based on his extensive insurance industry knowledge and significant background in international insurance operations, acquisitions and management. | | Age: 80 | | | Education: B.A. from Texas Tech University and M.A. from Tulane University | | | Committees: Member of Audit Committee and Corporate Governance, Nominating and Social Responsibility Committee | |

  23. Directors Continuing in Office

    | | Henry Smith | | | Experience •Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006. •Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004. •Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer; Executive Vice President Europe; and Senior Vice President and General Manager, Retail Banking. U.S.-listed Company Boards None The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda. | | Age: 75 | | | Education: B.A. from Trinity College-Hartford | | | Committees: Chair of Executive Committee | |

  24. Directors Continuing in Office

    | AXIS 2024 Proxy Statement | 17 |

  25. Directors Continuing in Office

    | | Lizabeth Zlatkus | | | Experience •Served in various senior leadership positions during her tenure with The Hartford Financial Services Group from 1983 to 2011, including Chief Financial Officer and Chief Risk Officer of the firm and Co-President of Hartford Life Insurance Companies and as Executive Vice President of The Hartford's international operations and the group life and disability divisions. U.S.-listed Company Boards Pathward Financial, Inc. (formerly known as Meta Financial Group). Former director of Computer Sciences Corporation from 2016 to 2017 and Boston Private Financial Holdings, Inc. from 2015 to 2021. The Board believes that Ms. Zlatkus is qualified to serve as a director based upon her leadership experience with insurance organizations, including her prior roles as Chief Financial Officer and Co-President as well as her executive management background in risk and operations during her 28-year career with The Hartford Financial Services Group. | | Age: 65 | | | Education: B.S. from Pennsylvania State University | | | Committees: Chair of Audit Committee and Member of Finance Committee and Executive Committee | |

  26. Directors Continuing in Office

    | 18 | AXIS 2024 Proxy Statement |

  27. Consideration of Director Nominees

    Consideration of Director Nominees The Corporate Governance, Nominating and Social Responsibility Committee will consider candidates recommended by shareholders to be nominated to our Board for election at the Annual General Meeting. A shareholder who wishes to submit a candidate for consideration must be a shareholder of record at the time that such shareholder submits a candidate for nomination and must be entitled to vote for the candidate at the meeting. For a shareholder nominee to be considered for inclusion in the Company's proxy materials, our Corporate Secretary must receive the written proposal no later than 120 days prior to the anniversary of the date the Company released the proxy materials for the prior year's annual general meeting; provided, that, if the date of the annual general meeting is moved more than 30 days before or after the anniversary date of the annual general meeting for the prior year, the deadline will instead be a reasonable time before we begin to print and mail our proxy materials. The notice must include: •the name, age and business and residence addresses of the candidate; •the principal occupation or employment of the candidate; •the number of common shares or other securities of the Company beneficially owned by the candidate; •all other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and •the candidate’s written consent to be named in the proxy statement and to serve as a director if elected. The notice also must include information on the shareholder submitting the nomination, including the shareholder’s name and address as it appears on our share register and the number of our common shares beneficially owned by the shareholder.

  28. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information as of March 15, 2024 regarding beneficial ownership of our common shares by each of the following, in each case based on information provided by these (i) each person or group known to us to be the beneficial owner of more than 5% of our common shares and (ii) each of our directors, each of our named executive officers, and all of our directors and executive officers as a group.

  29. Directors and Executive Officers

    | | Common Shares Beneficially Owned | | | Name of Beneficial Owner - Directors and Executive Officers | Number of Common Shares(1) | Percent of Class(1) | | Vincent Tizzio | 24,163 | * | | W. Marston Becker | 18,796 | * | | Charles Davis(2) | 57,881 | * | | Anne Melissa Dowling | 12,881 | * | | Stanley Galanski | 9,763 | * | | Elanor Hardwick | 15,120 | * | | Michael Millegan | 7,616 | * | | Thomas Ramey | 22,730 | * | | Henry Smith | 55,236 | * | | Axel Theis | 8,519 | * | | Barbara Yastine | 18,095 | * | | Lizabeth Zlatkus | 20,351 | * | | Peter Vogt | 62,498 | * | | David Phillips | 56,597 | * | | Conrad Brooks | 36,314 | * | | Daniel Draper | 5,442 | * | | All directors and executive officers as a group (16 persons)(3) | 432,002 | 0.5% | | Name of Beneficial Owner - Principal Shareholders | | | | The Vanguard Group, Inc.(4) | 8,707,110 | 10.3% | | T. Rowe Price Investment Management, Inc.(5) | 5,928,188 | 7% | | T-VIII PubOpps LP(6) | 6,777,806 | 8% |

  30. Directors and Executive Officers

    * Less than 1%

  31. Directors and Executive Officers

    | 38 | AXIS 2024 Proxy Statement |

  32. Directors and Executive Officers

    1.Unless otherwise indicated, the number of common shares beneficially owned and percentage of outstanding common shares are based on 84,687,376 common shares outstanding as of March 15, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and includes sole or shared voting or investment power with respect to such shares. Except as indicated in the footnotes to the table, based on information provided by the persons named in the table, such persons have sole voting and investment power with respect to all common shares shown as beneficially owned by them. Our bye-laws reduce the total voting power of any shareholder owning 9.5% or more of our common shares to less than 9.5% of the voting power of our capital stock, but only in the event that a U.S. Shareholder, as defined in our bye-laws, owning 9.5% or more of our common shares is first determined to exist. 2.T-VIII PubOpps LP (“T8”) beneficially owns 6,777,806 common shares. The GP of T8 is T-VIII PubOpps GP LLC (“T8 GP”). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of such common shares that are held by T8 except to the extent of any pecuniary interest therein. The principal address of T8 is c/o CSC at 251 Little Falls Drive, Wilmington, DE 19808. The principal business address for Stone Point Capital LLC is 20 Horseneck Lane, Greenwich, CT 06830. 3.As required by SEC rules, this line item includes only current executive officers and as a result, excludes the number of common shares beneficially owned by Albert Benchimol. 4.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 11 to Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, and includes common shares beneficially owned as of December 31, 2023. Vanguard has sole dispositive power over 8,577,326 common shares. Vanguard has shared voting power over 44,473 common shares and shared dispositive power over 129,784 common shares. Vanguard's aggregate amount beneficially owned is 8,707,110 common shares. 5.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 3 to Schedule 13G filed on February 14, 2024 by T. Rowe Price Investment Management, Inc., 101 E. Pratt Street, Baltimore, MD 21201, and includes common shares beneficially owned as of December 31, 2023. T. Rowe Price has sole voting power over 2,347,474 common shares and sole dispositive power over 5,928,188 common shares. 6.The number of common shares beneficially owned and the information set forth below is based solely on information contained in Amendment No. 1 to Schedule 13D filed on August 28, 2020 by T-VIII PubOpps LP ("T8"), T-VIII PubOpps GP LLC ("T8 GP"), Trident VIII, L.P. ("Trident VIII"), Trident Capital VIII, L.P. ("Trident VIII GP") and Stone Point Capital LLC ("Stone Point") (collectively, the "Stone Point Reporting Persons"), 20 Horseneck Lane, Greenwich, CT 06830 and includes common shares beneficially owned as of July 24, 2020. The Stone Point Reporting Persons have shared voting power over 6,777,806 common shares. T8, T8 GP, Trident VIII and Trident VIII GP each have shared dispositive power over 6,777,806 common shares.

  33. Directors and Executive Officers

    | AXIS 2024 Proxy Statement | 39 |

  34. Directors and Executive Officers

    The table below sets forth certain information concerning our current executive officers:

  35. Directors and Executive Officers

    | Name | Age | Position | | Vincent Tizzio(1) | 57 | President and Chief Executive Officer | | Peter Vogt | 60 | Chief Financial Officer | | David Phillips | 55 | Chief Investment Officer | | Conrad Brooks | 62 | Chief Administrative and Legal Officer | | Daniel Draper | 44 | Chief Underwriting Officer |

  36. Directors and Executive Officers

    1.Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer. Mr. Tizzio's biography is available under “Proposal 1. Election of Directors – Directors Continuing in Office.”

  37. Peter Vogt

    Peter Vogt Peter Vogt was appointed Chief Financial Officer of AXIS Capital in January 2018. He previously served as the Company’s Deputy CFO from July 1, 2017 until his appointment as CFO and as the Chief Operating Officer of AXIS Insurance from 2013 to June 2017. Mr. Vogt joined AXIS in 2010 as CFO and COO of the Company’s Accident & Health business unit. Prior to AXIS, Mr. Vogt served as CFO of Penn Mutual Life Insurance Company. He also held the CFO role at CIGNA’s Group Insurance business. Mr. Vogt started his career at Hartford Life Insurance Company where, over nearly 14 years, he held a series of actuarial roles and eventually led sales, marketing and product development for its corporate retirement business. Mr. Vogt holds a B.B.A. in Actuarial Science from Temple University and is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries.

  38. David Phillips

    David Phillips David Phillips joined AXIS as Chief Investment Officer in April 2014. With over 25 years of experience in investments, Mr. Phillips previously served as Head of Investments for PartnerRe. Prior to PartnerRe, he was the Director of Research and a Portfolio Manager at Oppenheimer Capital, an institutional money manager. Mr. Phillips is a CFA® charterholder and received an A.B. from Princeton University and an M.B.A. from the Wharton School of the University of Pennsylvania.

  39. David Phillips

    | 40 | AXIS 2024 Proxy Statement |

  40. Conrad Brooks

    Conrad Brooks Conrad Brooks was appointed as Chief Administrative and Legal Officer in January 2024. Mr. Brooks previously served as General Counsel from January 2017 to January 2024, and prior to his appointment as General Counsel, he served for nearly a decade as the Company’s Corporate Counsel. Mr. Brooks joined AXIS from McKenna Long & Aldridge LLP (now Dentons), where he was a partner and served as a practice team leader in the firm’s corporate and securities practice. A former officer in the United States Navy, Mr. Brooks received his B.S. from the University of Illinois, his J.D. from Georgia State University College of Law and his M.B.A. (Finance) from Old Dominion University.

  41. Daniel Draper

    Daniel Draper Daniel Draper was appointed Group Chief Underwriting Officer in September 2022, after serving for more than two years as Group Head of Underwriting. Prior to that, Mr. Draper served as Group Chief Risk and Actuarial Officer at VIBE. Before joining VIBE, Mr. Draper spent eight years with AXIS, holding a number of leadership roles that included Group Chief Actuary, Chief Risk Analytics Officer, and Insurance Segment Chief Risk Officer. Before that, Mr. Draper held managerial positions at the Financial Services Authority, XL Capital, and Ernst & Young. Mr. Draper received a Masters in Engineering from the University of Bath and is a Fellow of the Institute and Faculty of Actuaries.

  42. Daniel Draper

    | AXIS 2024 Proxy Statement | 41 |

  43. Daniel Draper

    | Proposal 2: Non-Binding Vote on Executive Compensation |

  44. Daniel Draper

    In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in this proxy statement a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers as disclosed below. The language of the resolution, commonly known as a “Say on Pay” proposal, is as follows: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.” In considering their vote, shareholders may wish to review with care the information on our compensation policies and decisions regarding our named executive officers presented below in “Compensation Discussion and Analysis” and "Compensation Committee Process." The Board has currently adopted a policy providing for annual Say on Pay advisory votes. Accordingly, the next Say on Pay vote will occur in 2025.

  45. Daniel Draper

    | | Recommendation of the Board The Board recommends that you vote “FOR” the approval of the compensation paid to our named executive officers. |

  46. Daniel Draper

    | AXIS 2024 Proxy Statement | 43 |

  47. Daniel Draper

    | Letter from the Human Capital and Compensation Committee Chair |

  48. Daniel Draper

    Dear Fellow Shareholder, 2023 was a transformational year for AXIS, reflecting significant organizational change. Looking back on 2023, we made meaningful progress toward our ambition of elevating AXIS as a specialty underwriting leader. Among our accomplishments, we advanced our targeted underwriting strategy and exhibited strong cycle management, achieving record premium production, strong operating income, meaningful growth in diluted book value per share, and significant improvement in the current accident year combined ratio. Building upon these successes, we are positioning AXIS for an even brighter future.

  49. Company Performance

    Company Performance OROACE is the financial metric used for determining cash bonus awards under our Annual Incentive Plan. In order to fairly assess the Company's underlying performance for the year, the Human Capital and Compensation Committee (also referred to as the "Committee" in the Compensation Discussion & Analysis and Executive Compensation sections) evaluated OROACE results on an adjusted basis excluding the impact of the reserve strengthening ("Adjusted OROACE") recognized in 2023. Relative TSR ("rTSR") is the sole financial metric used for determining the PSU payouts after the three-year performance period for awards granted for 2021 - 2023. Commencing in 2024, the PSU awards will include an additional metric of absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes ("Adjusted DBVPS Growth"). Absolute TSR Compound Annual Growth Rate ("CAGR") is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion. AXIS Capital’s 2023 financial results for these performance metrics on an absolute basis are set forth below:

  50. Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote

    | | What We Heard | What We Did | | 2023 Say on Pay Vote Discussion | Concern regarding the compensation provided to our former CEO in connection with his departure | We received feedback that shareholders wanted to understand the rationale behind certain compensation decisions related to our outgoing CEO, including: •Acceleration of 50% of Mr. Benchimol’s unvested equity awards outstanding as of December 31, 2023 •Use of a one-year performance period for Mr. Benchimol’s 2023 PSU award •Magnitude of severance benefits to departing CEO We discussed that severance provided to Mr. Benchimol was pursuant to his employment agreement that was initially negotiated in 2012. The acceleration of a portion of his unvested equity awards and use of a one-year performance period were intended to avoid unfavorable tax consequences relating to deferred compensation as a Bermuda-based company and create alignment between Mr. Benchimol’s remaining service period and the performance period for his PSUs. The employment agreement for Mr. Tizzio provides for substantially reduced severance benefits upon the Company’s termination of the agreement. | | | Request for additional disclosure on compensation decisions | We confirm our commitment to robust disclosure regarding executive compensation decisions. | | | Concern regarding pay versus performance alignment, with focus on the magnitude of the equity awards earned by former CEO in 2022 and 2023 | AXIS grants equity as part of total compensation for the most recent year completed. In determining annual equity awards for executives, the Human Capital and Compensation Committee carefully considers strategic accomplishments and financial results achieved by the Company. In the case of Mr. Benchimol, the Committee also considered the forward-looking component of the equity award to incent Mr. Benchimol to execute a smooth leadership transition. We believe our executive compensation program has a strong pay for performance foundation and note that the former CEO received below-target equity awards for two of the last three performance years prior to his termination (performance years 2020 to 2022). Additionally, the payouts under the performance-based component have been below target (e.g. the 2021 PSU award, which had its performance period end on December 31, 2023, had no payout for all executives and Mr. Benchimol's 2022 and 2023 PSU awards had final payouts of 0% and 51.75%, respectively). The Committee continues to demonstrate its right to assess for positive or negative discretion. | | | CEO perquisites and benefits are not aligned with current market practices | In response to shareholder feedback on former CEO compensation, we considered the perquisites and benefits provided to our former CEO in light of current practices and scaled back these benefits to our current CEO to be in line with peers. Changes include removal of the Bermuda housing allowance and personal use of Company aircraft and reduced severance benefits. | | Executive Compensation Annual Incentive: | Reward executives on achievement of financial goals and strategic objectives; provide clear disclosure around non-formulaic performance and their expected benefits toward the Company's financials. | We maintained the metrics under our Annual Incentive Plan. For our CEO, we maintained a 75% financial metric weighting and 25% weighting for non-formulaic metrics. AXIS will continue to disclose strategic accomplishments in our proxy statement and consider ways to enhance disclosure regarding non-financial achievements. |

  51. Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote

    | | What We Heard | What We Did | | Executive Compensation PSUs: | Use two performance metrics to value PSU awards for a fuller view of Company performance. | In 2023, the Committee approved the adoption of Adjusted DBVPS Growth as a second performance metric for the PSU awards, beginning with our 2024 grants, in addition to the use of rTSR. Adjusted DBVPS Growth of 15% is required for target level vesting and Adjusted DBVPS Growth of under 5% will not receive a payout. Adjusted DBVPS Growth will be weighted at 50% and the remaining 50% will be determined based on our relative total shareholder return. | | Board Structure | Discuss rationale for the classified board structure. | The Board and the Corporate Governance, Nominating and Social Responsibility Committee discussed the feedback provided from shareholders on the Company's classified Board structure and engaged in a robust discussion on the appropriate board structure for the Company and its shareholders. The Committee will continue to consider the matter on an annual basis. See "Proposal 1. Election of Directors – Board Structure" for more information. | | ESG Matters | Continue to provide comprehensive disclosure on ESG programs, including how the Company evaluates risks and opportunities relating to ESG matters. | We continue to provide disclosures aligned with Task Force on Climate-Related Financial Disclosure (TCFD) and the Sustainability Accounting Standards Board (SASB). In 2023, we published our estimated Scope 1, Scope 2 and certain Scope 3 greenhouse gas emissions for fiscal years 2019 – 2022. |

  52. 2023 Pay and Performance – CEO Compensation

    2023 Pay and Performance – CEO Compensation Our executive compensation program ties a significant portion of our CEO's compensation to the financial, operational and stock price performance of our Company. •Bonus: The independent directors of the Board and the Committee awarded the CEO a bonus pursuant to the prescribed CEO bonus formula based on corporate performance and individual performance for the year. Given the unique circumstance of the 2023 performance year, which included record underlying financial performance, as well as the reserve strengthening action, all factors were considered when determining the CEO's bonus award. The Committee and Board applied the CEO bonus formula utilizing the annualized OROACE, excluding the impact of the reserve action ("Adjusted OROACE"), as well as individual non-financial performance achievements to generate an overall bonus score. The Committee and Board then applied negative discretion of (24%) to cap the CEO's bonus payout at 120% in recognition of the impact of reserve strengthening on the Company's shareholders. Pre-negative discretion, the bonus payout would have been 144% of target. •Long-Term Incentive Award: Given the extraordinary accomplishments of 2023, the Committee and Board awarded the CEO a long-term incentive award of $3,850,000 (in comparison to his $3,500,000 target award) for performance year 2023. While payouts under our bonus plan are largely formulaic, the Committee and Board use discretion when awarding LTI awards and consider performance and forward-looking impact. Under our program, Mr. Tizzio's equity award remains in line with our former CEO's equity award mix of 60% PSUs and 40% RSUs.

  53. 2023 Pay and Performance – CEO Compensation

    | | 2023 Performance Year ($) (1) (2) | | Base Salary | $1,000,000 | | Actual Bonus Post negative discretion of (24%) applied by the Committee and Board | $1,789,644 | | Annual RSUs (Time-Based) | $1,540,000 | | Annual PSUs (Awarded at Target) | $2,310,000 | | Total Performance Year Compensation | $6,639,644 |

  54. 2023 Pay and Performance – CEO Compensation

    1.In addition, upon appointment to President and Chief Executive Officer in May 2023, Mr. Tizzio received a $2,700,000 equity grant, 60% of which is in the form of performance-based restricted stock units based on absolute TSR CAGR and 40% of which is in the form of time-based restricted stock units. 2.Some of the compensation above differs from the data presented in the Summary Compensation Table included in this proxy statement. This is because SEC rules require that the Summary Compensation Table include equity compensation in the year granted, while the Committee awards equity compensation after the performance year. Therefore, equity compensation granted in 2024 for the 2023 performance year will be shown in next year’s Summary Compensation Table. Further, the table above reflects the fair market value of the equity compensation at the time of grant communicated to our NEOs for compensation purposes, as opposed to the value of the equity awards under Monte-Carlo simulation (as required by accounting rules and reflected in the Summary Compensation Table).

  55. Best Pay Practices

    | What We Do | ☑ | Set robust goals at the beginning of the year, ensuring adequate stretch goals within our risk framework | | | ☑ | Link performance metrics to strategy to support shareholder value | | | ☑ | Provide appropriate mix of fixed and variable pay to reward Company, business unit, and individual performance | | | ☑ | Balance equity awards between PSUs and RSUs | | | ☑ | Retain discretion of incentive awards by our Human Capital and Compensation Committee | | | ☑ | Maintain robust stock ownership guidelines | | | ☑ | Update Clawback Policy to align with new regulatory requirements | | | ☑ | Retain an independent compensation consultant | | | ☑ | Engage in regular shareholder outreach | | What We Don't Do | ☒ | No hedging or pledging of AXIS stock | | | ☒ | No individual executive retirement plans | | | ☒ | No excise tax gross-ups upon change of control or termination | | | ☒ | No single-trigger vesting of equity-based awards upon change in control | | | ☒ | No excessive perquisites |

  56. Key Incentive Plan Metrics

    Key Incentive Plan Metrics The financial metrics for our incentive plans are OROACE, rTSR and beginning with 2024 PSU awards, Adjusted DBVPS Growth. The chart below describes the metrics used in our incentive programs and why we believe these metrics are important to the Company and our current strategy.

  57. Key Incentive Plan Metrics

    | | Used In: | | | | Metric | Annual Incentive Awards | Long-Term Incentive Awards | Why Metric is Important to AXIS and Our Strategy | | OROACE | • | | •This metric reflects the rate of return the Company earns on its capital and surplus. •Our goal is to achieve strong OROACE results to deliver value creation for shareholders; therefore, we have aligned our Annual Incentive Program to this financial metric. •Generally, the higher the return, the better the Company is using funds invested by its shareholders, assuming risk is measured and managed appropriately. | | rTSR | | • | •This metric reflects the profit earned on shares of company stock due to capital gains and dividends paid during a certain period. •TSR explicitly links long-term incentive compensation to shareholder value. •rTSR measures shareholder value creation compared to a group of similarly-situated companies. •Successful execution against long-term financial and strategic plans should drive an increase in TSR over the long-term. | | Adjusted DBVPS Growth Metric introduced beginning with 2024 PSU awards | | • | •Higher and more consistent book value per share growth is an indication of effective and prudent use of capital that is shown to deliver value over time. • This measure incentivizes and helps measure superior value creation over time. |

  58. Elements of Executive Compensation

    Elements of Executive Compensation The following table lists the elements of compensation for our executive compensation program. The program uses a mix of fixed and variable compensation elements and provides alignment with both short- and long-term business goals through annual and long-term incentives. Our incentives are designed to drive overall Company, business unit and individual performance using financial and non-financial measures the Committee believes are correlated to gains in shareholder value. At the beginning of the performance year, the Committee establishes the measures and ranges of performance for the variable compensation elements. Our program is designed such that each executive receives an Annual Incentive Plan (AIP) award and an Long-Term Incentive (LTI) award at the end of each year.

  59. Elements of Executive Compensation

    | | Component | Link to Shareholder Value | Description | | Short-Term | Base Salary | •Attract and retain talented executives, and reflect level of global responsibility and experience | •Annual fixed-cash compensation | | | Annual Incentive | •Drive performance consistent with our annual financial goals | •OROACE(1) –Measures rate of return earned on capital and surplus –Goal to achieve strong OROACE results to create shareholder value | | | | | •Business Unit Financial Assessment –Investment performance (Chief Investment Officer) | | | | | •Individual Non-Financial Performance –Non-financial metric attributable to individual contributions to company-wide strategic business goals –Assessment of our portfolio optimization using a scorecard of key performance indicators | | Long-Term | PSUs (2)(3) | •Promote accountability and strategic long-term decision-making | Beginning with 2024 PSU awards: •50% Relative TSR over three-year performance period –Cliff vests after three years –Earned according to relative performance vs. performance peers set forth in "Peer Benchmarking" Relative Base Percentile Vesting ≥ 85th 200% 55th 100% 25th 25% < 25th 0% | | | | | •50% Adjusted DBVPS Growth over three-year performance period –Cliff vests after three years –Earned according to absolute performance Growth Rate Vesting 22.5% 200% 15% 100% 5% 50% < 5% 0% | | | RSUs | •Foster a culture of ownership, aligning long-term interests of our executives and shareholders | •Vests ratably over four years |

  60. Elements of Executive Compensation

    1.For 2023, the Committee applied downward discretion to determine actual bonus payouts based on OROACE excluding the reserve charge. See "Annual Incentive Awards" below. 2.Reflects PSU performance metrics for 2024 grants. PSU awards granted in 2023 were based 100% on the rTSR metric discussed above. Mr. Benchimol's PSU award granted in 2023 for the 2022 performance year was measured over 2023 only. See "Long-Term Incentive Awards – Vesting of Former CEO's 2022 and 2023 PSU Awards" below. 3.Mr. Tizzio received a promotional award of $2,700,000 in May 2023, 60% of which is in the form of performance-based restricted stock units based on absolute TSR CAGR and 40% of which is in the form of time-based restricted stock units.

  61. Annual Incentive Awards

    Annual Incentive Awards Our Annual Incentive Plan is intended to provide for formulaic annual incentive awards to our NEOs and serves as a critical tool for rewarding the achievement of our financial and strategic goals. In order to achieve a competitive total compensation package, we established individual annual incentive targets expressed as a percentage of salary for each NEO. For our NEOs, annual incentive targets are governed by the terms of their employment agreements, but are not guaranteed. The annual incentive targets for each NEO are displayed below.

  62. Annual Incentive Awards

    | Name | 2022 Bonus Target | 2023 Bonus Target | 2024 Bonus Target | | Vincent Tizzio (1) | 150% | 160% | 170% | | Peter Vogt | 125% | 125% | 125% | | David Phillips | 125% | 125% | 125% | | Conrad Brooks | 100% | 100% | 125% | | Daniel Draper (2) | —% | 100% | 125% | | Albert Benchimol (3) | 175% | N/A | N/A |

  63. Annual Incentive Awards

    1.Upon appointment to CEO and President in May 2023, Mr. Tizzio's bonus target was increased to 160%. His actual 2023 bonus was prorated to account for his pre-appointment bonus target of 150%.

  64. Annual Incentive Awards

    | AXIS 2024 Proxy Statement | 55 |

  65. Annual Incentive Awards

    2.As Mr. Draper was designated a named executive officer in 2023, we have disclosed his bonus target for 2023 and 2024 only. 3.Mr. Benchimol received the payments and benefits required under his employment agreement in connection with the Company's non-renewal of his contract. This agreement was originally entered into in 2012 with subsequent renewals and amendments. The payments described in the following sections reflect these contractual agreements - "Employment and Other Agreements with Named Executive Officers" and "Potential Payments Upon Termination or Change in Control". For 2023, annual incentive compensation was determined based on the weightings of Company financial metric, business unit financial metric and individual non-financial metrics as follows:

  66. Annual Incentive Awards

    | | Financial Metrics | | Strategic Business Goals (Non-Financial Metrics) | | Executive | Company Financial Metric (OROACE) Weighting | Business Unit Financial Metric Weighting | Individual Non-Financial Metrics | | Vincent Tizzio | 75% | —% | 25% | | Peter Vogt | 70% | —% | 30% | | David Phillips | 55% | 30% | 15% | | Conrad Brooks | 70% | —% | 30% | | Daniel Draper | 70% | —% | 30% | | Albert Benchimol (1) | —% | —% | —% |

  67. Annual Incentive Awards

    1.Mr. Benchimol received the payments and benefits required under his employment agreement in connection with the Company's non-renewal of his contract. This agreement was originally entered into in 2012 with subsequent renewals and amendments. The payments described in the following sections reflect these contractual agreements - "Employment and Other Agreements with Named Executive Officers" and "Potential Payments Upon Termination or Change in Control".

  68. Company Financial Performance Goals and Results

    Company Financial Performance Goals and Results At the beginning of each year, the Committee sets a financial performance target after considering the Company’s business plan, peer performance and market conditions for the current year. The Committee also receives input from its independent compensation consultant as to the balance between the rigor and achievability of our goals. Our target OROACE goal for 2023 was 16.0%, compared to a target of 10.1% in 2022. For 2023, the Company's Adjusted OROACE (which excludes the reserve strengthening) was 18.5%. The Human Capital and Compensation Committee applied the bonus formula utilizing the Adjusted OROACE, as well as both business unit results and individual non-financial performance achievements to generate an overall bonus score for each individual. The Committee then applied negative discretion ranging from (1%) to (39%) to cap all bonus payouts for the CEO and our current NEOs at no more than 120% of target. In exercising negative discretion the Committee balanced the record underlying financial performance and advancement of strategic business goals, against the reserve strengthening action and its impact on shareholders. Pre negative discretion, bonus payouts would have ranged from 121% to 144% of target.

  69. Company Financial Performance Goals and Results

    | 56 | AXIS 2024 Proxy Statement |

  70. Company Financial Performance Goals and Results

    | | Annual Incentive Plan Goal Ranges(1) | | | | | | OROACE Achievement | Multiplier | | | Maximum | 21% + | 200% | | | Target | 16% | 100% | | | Threshold | 11% | 50% | | 1.The table above sets forth the threshold, target and maximum performance level, as well as the respective payout factor for the OROACE portion of the Annual Incentive Plan. For results between the applicable threshold, target or maximum levels performance level payouts are determined using linear interpolation. | | | |

  71. Business Unit Financial Performance Goals and Results

    Business Unit Financial Performance Goals and Results For our Investments business unit, financial performance is measured on a relative performance basis against a neutral benchmark intended to provide a comparable set of investments. In 2023, our investment portfolio underperformed against the neutral benchmark, resulting in Mr. Phillips receiving a performance score of 81% for the Investment Business Unit Financial portion of his bonus.

  72. Annual Incentive Plan Performance Results and Payouts

    Annual Incentive Plan Performance Results and Payouts

  73. Annual Incentive Plan Performance Results and Payouts

    | Vincent Tizzio | | | | | | | 2023 Metric | (B) Weighting | (A) Target Bonus ($) | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Bonus Earned ($) | | Company Financial | 75% | 1,200,000 | 142% | 107% | | | Individual Non-Financial | 25% | 400,000 | 150% | 38% | | | TARGET BONUS | 100% | 1,600,000 | TOTAL | 144% | 2,304,000 | | | | | NEGATIVE DISCRETION | -24% | | | | | | TOTAL ACTUAL PAYOUT (1) | 120% | 1,789,644 |

  74. Annual Incentive Plan Performance Results and Payouts

    | Peter Vogt | | | | | | | 2023 Metric | (B) Weighting | (A) Target Bonus ($) | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Bonus Earned ($) | | Company Financial | 70% | 612,500 | 142% | 99% | | | Individual Non-Financial | 30% | 262,500 | 100% | 30% | | | TARGET BONUS | 100% | 875,000 | TOTAL ACTUAL | 129% | 1,132,250 | | | | | NEGATIVE DISCRETION | -39% | | | | | | TOTAL ACTUAL PAYOUT | 90% | 787,500 |

  75. Annual Incentive Plan Performance Results and Payouts

    | David Phillips | | | | | | | 2023 Metric | (B) Weighting | (A) Target Bonus ($) | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Bonus Earned ($) | | Company Financial | 55% | 429,688 | 142% | 78% | | | Investment Unit Financial | 30% | 234,375 | 81% | 24% | | | Individual Non-Financial | 15% | 117,188 | 125% | 19% | | | TARGET BONUS | 100% | 781,250 | TOTAL ACTUAL | 121% | 945,313 | | | | | NEGATIVE DISCRETION | -1% | | | | | | TOTAL ACTUAL PAYOUT | 120% | 937,500 |

  76. Annual Incentive Plan Performance Results and Payouts

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  77. Annual Incentive Plan Performance Results and Payouts

    | Conrad Brooks | | | | | | | 2023 Metric | (B) Weighting | (A) Target Bonus ($) | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Bonus Earned ($) | | Company Financial | 70% | 385,000 | 142% | 99% | | | Individual Non-Financial | 30% | 165,000 | 150% | 45% | | | TARGET BONUS | 100% | 550,000 | TOTAL ACTUAL | 144% | 794,200 | | | | | NEGATIVE DISCRETION | -24% | | | | | | TOTAL ACTUAL PAYOUT | 120% | 660,000 |

  78. Annual Incentive Plan Performance Results and Payouts

    | Daniel Draper | | | | | | | 2023 Metric | (B) Weighting | (A) Target Bonus ($) | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Bonus Earned ($) | | Company Financial | 70% | 372,263 | 142% | 99% | | | Individual Non-Financial | 30% | 159,541 | 150% | 45% | | | TARGET BONUS | 100% | 531,804 | TOTAL ACTUAL | 144% | 767,925 | | | | | NEGATIVE DISCRETION | -24% | | | | | | TOTAL ACTUAL PAYOUT | 120% | 638,165 |

  79. Annual Incentive Plan Performance Results and Payouts

    1.Mr. Tizzio's bonus was further pro-rated to account for his pre-CEO bonus target of 150% and CEO bonus target of 160%.

  80. Long-Term Incentive Awards

    Long-Term Incentive Awards We provide long-term incentive compensation to our NEOs through equity awards under our 2017 Long-Term Equity Compensation Plan, which was originally approved by our shareholders at our 2017 Annual General Meeting and amended and restated following the approval of our shareholders at each of our 2021 Annual General Meeting and our 2023 Annual General Meeting (as amended, the "Existing LTEP”). Equity awards directly link the compensation of our NEOs to the interests of our shareholders as the amount the executive will ultimately receive under these awards is determined by our stock price and beginning with 2024 PSU awards, diluted book value per share growth as well. In addition, the vesting requirement for our equity awards is a valuable retention tool in our competitive industry. Under the Existing LTEP, the following types of equity awards were granted to our NEOs in 2023: (a) time-vesting restricted stock unit awards (“RSUs”); and (b) performance-vesting restricted stock unit awards ("PSU"). These equity awards are summarized in the table below:

  81. Long-Term Incentive Awards

    | 60 | AXIS 2024 Proxy Statement |

  82. Long-Term Incentive Awards

    | RSUs CEO: 40% RSUs Other NEOs: 50% or 60% RSUs | PSUs CEO: 60% PSUs Other NEOs: 40% or 50% PSUs | | •Vests 25% per year over four years | •Vests in a single installment on the third anniversary of the vesting commencement date •The number of PSUs that ultimately vest is based on: •2023 awards: 100% three-year relative TSR(1)(2) •2024 awards: 50% three-year relative TSR and 50% three-year absolute Adjusted DBVPS growth •Peer group for the relative TSR portion of these awards is established at time of grant with performance measured after three years |

  83. Long-Term Incentive Awards

    1.Mr. Benchimol's PSU award granted in 2023 for the 2022 performance year was measured over 2023 only, resulting in a final below target payout of 51.75%. 2.Mr. Tizzio's PSU award granted in May 2023 is based on three-year absolute TSR CAGR.

  84. 2023 Equity Awards Reflected in the Summary Compensation Table (Relating to 2022 Performance)

    2023 Equity Awards Reflected in the Summary Compensation Table (Relating to 2022 Performance) In 2023, NEOs were awarded equity awards related to their 2022 performance equal to their target values with the exception of our former CEO. RSUs vest over four years conditioned on continued employment. For PSUs, performance is measured over the forward-looking three-year period with the number of PSUs that ultimately vest ranging from 0% to 200% of target. Equity-based incentives granted in 2023 for the 2022 performance year are reflected in the Summary Compensation Table. With respect to PSUs, the value reflects the impact of Monte Carlo simulation required for accounting purposes, which differs from the award value granted. In addition to the equity award Mr. Tizzio received related to his 2022 performance, he also received a promotional equity award of $2,700,000 upon his appointment as CEO in May 2023, which was intended to reflect the difference between his 2023 grant based on 2022 performance and his new LTI target as CEO. This award was comprised of 60% PSUs and 40% RSUs. The performance goals for this award are detailed in the following section. As previously disclosed, our former CEO, Mr. Benchimol was awarded a long-term incentive award of $5,000,000 (in comparison to the target of $6,750,000) in 2023 based on his performance in 2022. Under our program, Mr. Benchimol's equity award mix was 60% PSUs and 40% RSUs. However, the performance for this PSU award was measured over 2023 only and resulted in a final below target payout of 51.75%, continuing to align Mr. Benchimol with the interests of the Company and its shareholders during this period. For additional detail surrounding the treatment of Mr. Benchimol's outstanding equity awards upon his termination, see "Executive Compensation – Potential Payments Upon Termination or Change of Control."

  85. Long-Term Incentive Performance Goals for PSU Awards Granted in 2023 (Relating to 2022 Performance)

    Long-Term Incentive Performance Goals for PSU Awards Granted in 2023 (Relating to 2022 Performance) The Committee regularly evaluates its executive compensation programs. Following shareholder feedback, the Company re-introduced a 0% payout for below-threshold performance, and increased the maximum payout for top performance for all PSU awards starting with grants made in early 2021. We continued this approach for all PSU awards made in 2023 and 2024. The number of PSUs earned is determined based on relative TSR over the performance period as compared to our performance peers (as set forth below under “2023 Performance Peer Group”) which are established at the time of grant. PSUs granted in 2023 have a performance period of January 1, 2023 through December 31, 2025, with the exception of Mr.

  86. Long-Term Incentive Performance Goals for PSU Awards Granted in 2023 (Relating to 2022 Performance)

    | AXIS 2024 Proxy Statement | 61 |

  87. Long-Term Incentive Performance Goals for PSU Awards Granted in 2023 (Relating to 2022 Performance)

    Benchimol's award. Mr. Benchimol's 2023 PSU award had a performance period of January 1, 2023 through December 31, 2023 and resulted in a final below target payout of 51.75%. For the 2023 grants (relating to 2022 performance), below are the maximum, target and threshold performance levels.

  88. Long-Term Incentive Performance Goals for PSU Awards Granted in 2023 (Relating to 2022 Performance)

    | | 2023 Performance Scale for Determining Number of Earned PSUs | | | | Relative TSR Percentile | Vesting | | Maximum | ≥ 85th | 200% | | Target | 55th | 100% | | Threshold | 25th | 25% | | Minimum | < 25th | 0% |

  89. CEO Promotional PSU Award

    CEO Promotional PSU Award The number of PSUs earned for Mr. Tizzio's promotional equity is determined based on absolute TSR Compound Annual Growth Rate (CAGR) over the performance period of May 4, 2023 through May 4, 2026 in order to promote a continued focus on driving improved stock price performance. For the 2023 promotional PSU grant, below are the maximum, target and threshold performance levels.

  90. CEO Promotional PSU Award

    | | 2023 Performance Scale for Determining Number of Earned PSUs | | | | Absolute TSR CAGR | Vesting | | Maximum | 18% | 200% | | Target | 10% | 100% | | Minimum | 0% | 0% |

  91. Vesting of 2021 PSU Awards

    Vesting of 2021 PSU Awards The PSU awards that were granted in early 2021 vested in March 2024 based on the Company’s growth in TSR relative to its peer group. The performance period for the PSUs granted in 2021 was January 1, 2021 through December 31, 2023. As of December 31, 2023, the three-year TSR ranked slightly less than the 25th percentile of the peer group that was determined at the time of grant. This resulted in a payout factor of 0% and all awards were cancelled in full. The below table describes the performance scale used to determine the number of earned PSUs for our 2021 awards.

  92. Vesting of 2021 PSU Awards

    | | PSUs Awarded in 2021 Performance Period (January 2021 - December 2023) | | | Name | Number of Target PSUs Granted | Number of PSUs Earned Based on Performance | | Peter Vogt | 10,462 | 0 | | David Phillips | 8,369 | 0 | | Conrad Brooks | 4,603 | 0 | | Albert Benchimol | 62,774 | 0 |

  93. Vesting of 2021 PSU Awards

    | 62 | AXIS 2024 Proxy Statement |

  94. Vesting of 2021 PSU Awards

    | | 2021 Performance Scale Used to Determine Number of Earned PSUs | | | | Relative TSR Percentile | Vesting | | Maximum | ≥ 85th | 200% | | Target | 55th | 100% | | Threshold | 25th | 25% | | Minimum | < 25th | 0% |

  95. Vesting of Former CEO's 2022 and 2023 PSU Awards

    Vesting of Former CEO's 2022 and 2023 PSU Awards As previously disclosed, the Human Capital and Compensation Committee and independent directors of the Board approved the accelerated distribution of 50% of the shares covered by Mr. Benchimol’s equity awards that were outstanding as of December 31, 2023, aligned to the completion of his employment agreement (rather than requiring Mr. Benchimol to wait until the scheduled distribution dates to receive such portion of the shares underlying his awards in accordance with the terms of his employment agreement). The performance vesting of the PSUs was calculated based on actual performance at December 31, 2023 for the 2022 and 2023 outstanding PSU awards, which resulted in a final payout of 0% for the 2022 award and 51.75% for the 2023 award. In approving the accelerated distribution for a portion of the shares underlying Mr. Benchimol’s outstanding equity awards, the Committee and independent directors considered, among other things, the desire to mitigate the potential impact of adverse tax consequences under the U.S. Internal Revenue Code related to certain deferred compensation arrangements and the benefit to having the remaining portion of the shares underlying outstanding equity awards deliver on schedule to continue to align Mr. Benchimol with the interests of the Company and its shareholders during this period.

  96. 2024 Equity Awards (Relating to 2023 Performance Year)

    2024 Equity Awards (Relating to 2023 Performance Year) The Committee believes that awarding a mix of both RSUs and PSUs creates a balanced long-term incentive program. The RSUs provide the Company with a strong retention tool for its executives while also incentivizing our executive team to drive an overall increase in TSR and DBVPS over the performance period. The Committee approved equity awards ranging from 100% to 145% of target for its current NEOs. The table below reflects the value of LTI communicated to each NEO in January 2024. These awards, with the TSR portion of PSUs valued using the Monte Carlo simulation, will be reflected in the "Summary Compensation Table" and "Grants of Plan-Based Awards Table" in next year’s proxy. In May 2023, the Committee approved new 2023 LTI targets for Mr. Vogt, Mr. Brooks and Mr. Draper of $1,400,000, $750,000 and $550,000. In January 2024, the Committee approved new 2024 LTI targets for Mr. Tizzio, Mr. Brooks and Mr. Draper of $4,200,000, $800,000 and $800,000, respectively.

  97. 2024 Equity Awards (Relating to 2023 Performance Year)

    | | 2024 Equity Awards (Relating to 2023 Performance) | | | | | | | Name | RSUs (%) | RSUs ($) | PSUs (%) | PSUs ($) | Total ($) | Total as a % of 2023 LTI Target | | Vincent Tizzio | 40% | 1,540,000 | 60% | 2,310,000 | 3,850,000 | 110% | | Peter Vogt | 50% | 700,000 | 50% | 700,000 | 1,400,000 | 100% | | David Phillips | 60% | 600,000 | 40% | 400,000 | 1,000,000 | 100% | | Conrad Brooks | 60% | 600,000 | 40% | 400,000 | 1,000,000 | 133% | | Daniel Draper | 60% | 480,000 | 40% | 320,000 | 800,000 | 145% |

  98. 2024 Equity Awards (Relating to 2023 Performance Year)

    1.Mr. Benchimol did not receive a 2024 Equity Award as per his termination effective December 31, 2023.

  99. 2024 Equity Awards (Relating to 2023 Performance Year)

    | AXIS 2024 Proxy Statement | 63 |

  100. 2024 Equity Awards (Relating to 2023 Performance Year)

    | | 2024 Performance Scale for Determining Number of Earned PSUs | | | | | | Absolute Adjusted DBVPS Growth (50% of Award) | Vesting | Relative TSR Percentile (50% of Award) | Vesting | | Maximum | 22.5% | 200% | ≥ 85th | 200% | | Target | 15% | 100% | 55th | 100% | | Threshold | 5% | 50% | 25th | 25% | | Minimum | <5 % | 0% | < 25th | 0% |

  101. Peer Benchmarking

    Peer Benchmarking AXIS gives careful consideration to each element of total compensation and evaluates each NEO's competitive position on a total direct compensation basis, including base salary and short- and long-term incentive targets. When setting executive compensation, we consider market pay practices and pay levels using a compensation peer group and industry-leading surveys. The Committee regularly reviews the Company’s peer groups and considers advice from its compensation consultant. In selecting its compensation peer group, the Committee seeks companies operating in similar industries, with a similar business model and similar size and geographic footprint. In 2023, with the support of FW Cook, the Committee reassessed its compensation and performance peer groups to provide a more robust data set for compensation and performance assessment decisions and, with respect to the performance peer group, to reflect peers that the Company considers when discussing Company performance with the investor community.

  102. Peer Benchmarking

    | 66 | AXIS 2024 Proxy Statement |

  103. Peer Benchmarking

    The Committee has established a separate performance peer group to assess relative performance to determine vesting for performance-contingent equity awards. The performance peer group augments the compensation peer group with additional global (re)insurers. Importantly, the Committee believed a larger peer group was necessary to compare performance given that the compensation group is fairly small. The Committee also considered that the industry consolidation of recent years is expected to continue.

  104. Peer Benchmarking

    | 2023 Compensation Benchmarking Peer Group | | | •American Financial Group, Inc. •Arch Capital Group Ltd. •Beazley •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Re Group, Ltd. •The Hanover Insurance Group, Inc. •Hiscox •Kemper •Markel Corporation •RennaissanceRe Holdings Ltd. •RLI Corp. •Selective Insurance Group •SiriusPoint •W.R. Berkley Corporation | Purpose •Provides appropriately sized peers when evaluating our executive compensation levels •Avoids potential pay inflation that could occur if larger performance peers were included when determining pay targets Selection Criteria •Size-appropriate global (re)insurance and property and casualty insurance companies •Underwrite similar lines of business with similar geographic breadth •Representative of the competitive marketplace for talent •Strong capitalization as indicated by A.M. Best rating |

  105. Peer Benchmarking

    | 2023 Performance Peer Group (1) | | | | •American Financial Group, Inc. •American International Group •Arch Capital Group Ltd. •Chubb Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Re Group, Ltd. •Fairfax Holdings Limited •Hannover Ruck SE •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •James River Group Holdings Ltd. •Kinsale Capital Group •Lancashire Holdings Limited | •Markel Corporation •Münchener •Old Republic International Corporation •ProAssurance Corporation •QBE Insurance Group •RenaissanceRe Holdings Ltd. •RLI Corp. •SCOR SE •Selective Insurance Group •Swiss Re AG •The Travelers Companies, Inc. •United Fire Group, Inc. •W.R. Berkley Corporation •Zurich Insurance Group AG | Purpose •Provides a statistically-robust sample of relevant companies for PSU performance •Incorporates international peers, representing the Company’s expanded global footprint •Avoids potential relative payout anomalies that could occur with a smaller sample size Selection Criteria •Global (re)insurance companies with similar geographic breadth •Relevant public P&C insurers and reinsurers •Relevant international company with similar P&C underwriting operations •Representative of the marketplace for investment capital |

  106. Peer Benchmarking

    1.Effective with 2024 PSU awards, the following changes were made to the Performance Peer Group: Added - Beazley, Hiscox, Kemper, SiriusPoint, Removed - Hannover Ruck SE, Old Republic International Corporation, ProAssurance Corporation, United Fire Group, Inc.

  107. Peer Benchmarking

    | AXIS 2024 Proxy Statement | 67 |

  108. Severance Benefits

    Severance Benefits Although we do not maintain a general severance plan for our NEOs, each of our NEOs has rights under their employment agreements upon termination of their employment. We provide these benefits in order to be competitive as an employer. We also provide various benefits in connection with a change in control, in part because a change in control situation often undermines our NEOs’ job security, and it is to the benefit of AXIS and its shareholders to encourage the NEOs to seek out beneficial business transactions and to remain with us through the closing of the transactions, even though their futures may be uncertain as a result. As such, we structured the change in control provisions in each of the employment agreements for our NEOs with a “double trigger,” which requires termination of the executive without cause or termination by the executive for good reason in connection with a change in control. Because the consummation of a transaction alone would not trigger this benefit, this structure essentially places the decision of whether or not to trigger change in control benefits largely in the hands of the acquiring company. We provide our NEOs with benefits and severance payments if we terminate them without cause and if they terminate their employment for good reason. These benefits add a level of security to each NEO’s position. We believe these benefits are needed to attract and retain talented executives. These provisions encourage individuals to move from other firms and help attract individuals new to our industry, which is generally more volatile. In addition, we face significant competition within our industry for experienced leaders, and we believe these benefits are needed to remain competitive as an employer as it is a common feature in many of our competitors’ compensation programs. Furthermore, we provide these benefits in part so that we can obtain valuable agreements from the NEOs to assign to us certain intellectual property rights and maintain the confidentiality of our information, and not to compete with us or solicit our teammates or customers for a certain period of time after leaving. Moreover, providing termination payments allows us to obtain a release of claims from the NEO upon the NEO's departure from AXIS, which we consider a valuable benefit to us. We continue to review our approach to NEO severance benefits and to further align AXIS with market standards. Most recently, we have reduced the total severance payable upon the Company's termination of the employment agreement with respect to the Chief Executive Officer. The terms and conditions of the separation benefits and payments are described in detail in the section titled “Potential Payments Upon Termination or Change in Control.”

  109. Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging

    Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging The Company’s policy on insider trading generally permits directors and executive officers (including our NEOs) to engage in transactions involving the Company’s common stock and other securities only (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material non-public information. Our policy prohibits our directors, executives officers and employees from transacting certain forms of hedging or monetization transactions (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or

  110. Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging

    | 68 | AXIS 2024 Proxy Statement |

  111. Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging

    otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities held by them. Additionally, the pledging, or using as collateral, the Company’s securities in order to secure personal loans or other obligations is also prohibited.

  112. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation provided to: (i) our Chief Executive Officers in 2023; (ii) our Chief Financial Officer of AXIS in 2023; and (iii) our other NEOs for 2023.

  113. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Vincent Tizzio President and Chief Executive Officer | 2023 | 948,296 | | 3,886,286 | 1,789,644 | 172,408 | 6,796,633 | | | 2022 | 850,000 | 875,000 | 3,836,139 | 1,369,350 | 89,512 | 7,020,001 | | Peter Vogt Chief Financial Officer | 2023 | 689,583 | | 1,350,448 | 787,500 | 64,748 | 2,892,279 | | | 2022 | 675,000 | | 1,334,272 | 906,188 | 73,938 | 2,989,398 | | | 2021 | 675,000 | | 1,104,075 | 1,000,000 | 78,649 | 2,857,724 | | David Phillips Chief Investment Officer | 2023 | 625,000 | | 1,125,351 | 937,500 | 49,300 | 2,737,151 | | | 2022 | 625,000 | | 1,111,789 | 849,609 | 62,500 | 2,648,898 | | | 2021 | 625,000 | | 917,564 | 1,000,000 | 61,250 | 2,603,814 | | Conrad Brooks Chief Administrative and Legal Officer | 2023 | 529,167 | | 715,121 | 660,000 | 47,382 | 1,951,669 | | | 2022 | 500,000 | | 708,149 | 537,000 | 62,960 | 1,808,109 | | Daniel Draper (5) Chief Underwriting Officer | 2023 | 508,232 | | 440,024 | 638,165 | 57,118 | 1,643,539 | | Albert Benchimol Former President and Chief Executive Officer | 2023 | 1,100,000 | | 5,698,574 | — | 14,457,868 | 21,256,443 | | | 2022 | 1,100,000 | | 7,656,293 | 2,002,000 | 802,502 | 11,560,795 | | | 2021 | 1,100,000 | | 5,193,861 | 2,276,313 | 741,040 | 9,311,214 |

  114. Summary Compensation Table

    1.For Mr. Tizzio, this represents a one-time payment upon hire in January 2022 to replace bonus forfeited from his prior employer. 2.Represents the aggregate grant date fair value of the RSU and PSU awards granted in fiscal year 2023, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Note 17 — “Share Based Compensation” of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The final value of the PSUs granted in fiscal year 2023 will be determined subject to achievement under the relative total shareholder return measure. As the PSUs are only subject to market conditions and a service period requirement as defined under Topic 718, they have no maximum grant date fair values that differ from the fair values presented in the table. Assuming the highest level of performance is achieved, the aggregate payout value of the 2023 PSU awards would be: Mr. Tizzio – $4,412,778; Mr. Vogt - $1,501,002; Mr. Phillips – $1,250,811; Mr. Brooks – $650,352; Mr. Draper - $400,160 and

  115. Summary Compensation Table

    | AXIS 2024 Proxy Statement | 71 |

  116. Summary Compensation Table

    Mr. Benchimol - $7,397,233. This would result in total maximum award levels, inclusive of the RSUs, that would be: Mr. Tizzio - $6,092,675; Mr. Vogt - $2,100,948; Mr. Phillips – $1,750,756; Mr. Brooks –$1,040,297; Mr. Draper $640,104 and Mr. Benchimol $9,397,191. 3.Reflects the annual incentive award pursuant to our Annual Incentive Plan as discussed under "Elements of Executive Compensation – Annual Incentive Awards." 4.See “All Other Compensation for 2023 – Supplemental Table” below for details regarding these amounts. 5.Mr. Draper's compensation other than stock awards is denominated and paid in GBP; the amounts shown above for Mr. Draper are in U.S. dollars converted at an exchange rate of 1.2662 USD per GBP for the fiscal year ended December 31, 2023.

  117. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information on plan-based annual incentive payments and restricted stock awards granted in 2023 to each of our NEOs.

  118. Grants of Plan-Based Awards in 2023

    | Name | Award Type | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(6) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(10) | Grant Date Fair Value of Stock Awards ($)(11) | | | | | Threshold ($)(3) | Target ($)(4) | Maximum ($)(5) | Threshold (#)(7) | Target (#)(8) | Maximum (#)(9) | | | | Vincent Tizzio | PSU Award | 1/24/2023 | — | — | — | 2,579 | 10,319 | 20,638 | — | 750,501 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 10,319 | 599,947 | | | PSU Award | 5/4/2023 | — | — | — | — | 30,331 | 60,662 | — | 1,455,888 | | | RSU Award | 5/4/2023 | — | — | — | — | — | — | 20,220 | 1,079,950 | | | Annual Incentive Award | N/A | — | 1,600,000 | 3,200,000 | — | — | — | — | — | | Peter Vogt | PSU Award | 1/24/2023 | — | — | — | 2,579 | 10,319 | 20,638 | — | 750,501 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 10,319 | 599,947 | | | Annual Incentive Award | N/A | — | 875,000 | 1,750,000 | — | — | — | — | — | | David Phillips | PSU Award | 1/24/2023 | — | — | — | 2,149 | 8,599 | 17,198 | — | 625,405 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 8,599 | 499,946 | | | Annual Incentive Award | N/A | — | 781,250 | 1,562,500 | — | — | — | — | — | | Conrad Brooks | PSU Award | 1/24/2023 | — | — | — | 1,117 | 4,471 | 8,942 | — | 325,176 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 6,707 | 389,945 | | | Annual Incentive Award | N/A | — | 550,000 | 1,100,000 | — | — | — | — | — | | Daniel Draper | PSU Award | 1/24/2023 | — | — | — | 687 | 2,751 | 5,502 | — | 200,080 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 4,127 | 239,944 | | | Annual Incentive Award | N/A | — | 531,804 | 1,063,608 | — | — | — | — | — | | Albert Benchimol | PSU Award | 1/24/2023 | — | — | — | 12,899 | 51,599 | 103,198 | — | 3,698,616 | | | RSU Award | 1/24/2023 | — | — | — | — | — | — | 34,399 | 1,999,958 | | | Annual Incentive Award | N/A | — | — | — | — | — | — | — | — |

  119. Grants of Plan-Based Awards in 2023

    1.Represents the date the awards were granted under our Existing LTEP, the terms of which are summarized in the narrative below under “Executive Compensation – Long-Term Equity Compensation Plans.” Grant date is not applicable to annual incentive awards. 2.Represents the bonus opportunity for each of our NEOs in 2023 pursuant to our Annual Incentive Plan. Actual amounts paid are reflected in the “Non-Equity Incentive Plan Awards” of the Summary Compensation Table above. 3.Amounts represent the minimum incentive bonus opportunity pursuant to our Annual Incentive Plan. 4.Amounts represent the annual target incentive bonus opportunity pursuant to each NEO’s employment agreement. 5.Amounts represent the maximum incentive bonus opportunity pursuant to our Annual Incentive Plan. 6.Awards vest in one installment on the third anniversary of the vesting commencement date, with the exception of Mr. Benchimol's, which had one year, subject in all cases to the satisfaction of certain Company performance conditions. 7.Amounts represent the minimum number of PSUs awarded when threshold performance vesting conditions are met. No awards vest for performance below the threshold. 8.Amounts represent the target number of PSUs awarded subject to performance vesting conditions.

  120. Grants of Plan-Based Awards in 2023

    | AXIS 2024 Proxy Statement | 73 |

  121. Grants of Plan-Based Awards in 2023

    9.Amounts represent the maximum number of PSUs awarded subject to performance vesting conditions. 10.Amounts represent the number of RSUs awarded. The RSUs awarded on January 24, 2023 and May 4, 2023 vest in four equal annual installments beginning on the first anniversary of the vesting commencement date. 11.Amounts represent the grant date fair value of the equity awards calculated in accordance with Topic 718 using the assumptions discussed in Note 17 – “Share Based Compensation” of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Reflects the fair value on the date of grant, of the performance units awarded, which values were calculated using a fair value of the following amounts determined by using the Monte Carlo simulation: $72.73 per share for awards granted on January 24, 2023 to Mssrs. Tizzio, Vogt, Phillips, Brooks and Draper, $71.68 per share for the award granted to Mr. Benchimol on January 24, 2023, and $48.00 per shares for award granted on May 4, 2023. The actual value may be more or less depending on the Company’s TSR performance during the applicable performance periods. For RSU awards, the fair value is the same as the closing stock price on the grant date.

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding all outstanding equity awards held by our NEOs. It includes unexercised RSUs and PSUs for which vesting conditions were not yet satisfied as of December 31, 2023.

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: # of Unearned PSU Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of PSU Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Vincent Tizzio | 1/1/2022(1) | 30,859 | 1,708,663 | — | — | | | 1/25/2022(2) | 8,024 | 444,289(3) | 10,699 | 592,404 | | | 1/24/2023(2) | 10,319 | 571,363(3) | 10,319 | 571,363 | | | 5/4/2023(2) | 20,220 | 1,119,581(3) | 30,331 | 1,679,427 | | | | | | | Aggregate Market Value: | | | | | | | 6,687,090 | | Peter Vogt | 1/28/2020(2) | 1,707 | 94,517 | — | — | | | 1/26/2021(2) | 5,231 | 289,640(4) | 0 | 0 | | | 1/26/2021(1) | 635 | 35,160 | — | — | | | 1/25/2022(2) | 8,024 | 444,289(3) | 10,699 | 592,404 | | | 1/24/2023(2) | 10,319 | 571,363(3) | 10,319 | 571,363 | | | | | | | Aggregate Market Value: | | | | | | | 2,598,736 |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 78 | AXIS 2024 Proxy Statement |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: # of Unearned PSU Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of PSU Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David Phillips | 1/28/2020(2) | 1,365 | 75,580 | — | — | | | 1/26/2021(2) | 4,184 | 231,668(4) | 0 | 0 | | | 1/26/2021(1) | 749 | 41,472 | — | — | | | 1/25/2022(2) | 6,686 | 370,204(3) | 8,915 | 493,624 | | | 1/24/2023(2) | 8,599 | 476,127(3) | 8,599 | 476,127 | | | | | | | Aggregate Market Value: | | | | | | | 2,164,801 | | Conrad Brooks | 1/28/2020(2) | 939 | 51,992 | — | — | | | 1/26/2021(2) | 3,452 | 191,137(4) | 0 | 0 | | | 1/26/2021(1) | 333 | 18,438 | — | — | | | 1/25/2022(2) | 5,215 | 288,755(3) | 4,636 | 256,695 | | | 1/24/2023(2) | 6,707 | 371,367(3) | 4,471 | 247,559 | | | | | | | Aggregate Market Value: | | | | | | | 1,425,944 | | Daniel Draper | 1/26/2021(2) | 3,138 | 173,751 | | — | | | 1/26/2021(1) | 461 | 25,526 | | — | | | 1/25/2022(2) | 4,681 | 259,187 | | — | | | 1/24/2023(2) | 4,127 | 228,512(3) | 2,751 | 152,323 | | | | | | | Aggregate Market Value: | | | | | | | 839,298 | | Albert A. Benchimol | 1/28/2020(2) | 4,016 | 222,366 | — | — | | | 1/26/2021(2) | 10,462 | 579,281(4) | 0 | 0 | | | 1/26/2021(1) | 403 | 22,314 | — | — | | | 1/25/2022(2) | 18,055 | 999,705(5) | 0 | 0 | | | 1/24/2023(2) | 17,200 | 952,364(6) | 13,351 | 739,245 | | | | | | | Aggregate Market Value: | | | | | | | 3,515,275 |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    The market value of RSUs and PSUs is calculated by multiplying the closing price of AXIS stock as of December 29, 2023 ($55.37) (the last trading day of the year) by the number of shares underlying each award. With respect to PSUs that have not yet vested based on the satisfaction of performance conditions, market value is calculated assuming satisfaction of the target levels for the applicable performance conditions. 1.Represents RSUs that vest in three equal annual installments beginning on the first anniversary of the vesting commencement date. 2.Represents RSUs that vest in four equal annual installments beginning on the first anniversary of the vesting commencement date. 3.Represents PSUs at target that are not yet earned and remain subject to completion of a three year performance period. 4.Represents PSUs at 0% payout which would have vested in a single installment on March 1, 2024.

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | AXIS 2024 Proxy Statement | 79 |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    5.Represents PSUs at 0% payout based on actual performance as of December 31, 2023. 6.Represents PSUs at 51.75% payout based on actual performance as of December 31, 2023 that vest in a single installment on March 1, 2026.

  129. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding the amounts received by our NEOs as a result of the vesting of RSUs and PSUs held by our NEOs during the 2023 fiscal year. None of our NEOs acquired any shares as a result of the exercise of stock options.

  130. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Market Value Realized on Vesting ($) | | Vincent Tizzio (1) | 18,104 | 1,112,248 | | Peter Vogt (2) | 15,071 | 916,920 | | David Phillips (2) | 12,295 | 748,028 | | Conrad Brooks (2) | 8,891 | 540,928 | | Daniel Draper (2) | 3,591 | 218,476 | | Albert Benchimol (3) | 147,441 | 8,623,058 |

  131. Option Exercises and Stock Vested in 2023

    1.Includes 15,429 shares of common stock that vested on February 1, 2023 (closing price of $61.54) and 2,675 shares of common stock that vested on March 1, 2023 (closing price of $60.84). 2.All shares of common stock vested on March 1, 2023 based on a March 1, 2023 closing price of $$60.84. 3.Includes 83,958 shares of common stock that vested on March 1, 2023 (closing price of $60.84) and 63,483 shares of common stock that vested on December 31, 2023 (closing price of the last trading day of the year, December 29, 2023, $55.37).

  132. Pension Benefits for 2023

    Pension Benefits for 2023 We have no defined benefit pension benefits for our NEOs.

  133. Non-Qualified Deferred Compensation for 2023

    Non-Qualified Deferred Compensation for 2023 The following table sets forth information regarding our NEOs’ deferred compensation arrangements that are not tax qualified.

  134. Non-Qualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Vincent Tizzio | | | 9,502 | | 64,002 | | Peter Vogt | | | 41,261 | | 203,893 | | David Phillips | 42,480 | 29,500 | 45,883 | | 633,570 | | Conrad Brooks | | | | | | | Daniel Draper | | | | | | | Albert Benchimol | | | | | |

  135. Non-Qualified Deferred Compensation for 2023

    | 80 | AXIS 2024 Proxy Statement |

  136. Non-Qualified Deferred Compensation for 2023

    1.The amount in this column is reported as compensation for fiscal year 2023 in the "Base Salary," "Bonus" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table. 2.The amounts include Company contributions to the U.S. Supplemental Plan for Mr. Phillips for the 2023 plan year for the U.S. Supplemental Plan were made in February 2024. Messrs. Tizzio, Vogt, Brooks, Draper and Benchimol are not eligible to participate in the U.S. Supplemental Plan due to IRS Regulation 457A. The amounts set forth in this column were included in the “All Other Compensation” column of the Summary Compensation Table for 2023. 3. Amounts reported in this column are included in the Summary Compensation Table in the “All Other Compensation” column for previous years as follows: for 2022, Mr. Tizzio ($ 54,500) and Mr. Phillips ($32,000); for 2021, Mr. Phillips ($32,250). Each NEO’s own contributions under the U.S. Supplemental Plan are always fully vested. Company contributions vest based on the participant’s years of service at a rate of 25% per year with full vesting after four years of service. The NEO’s own contributions may be distributed upon separation of employment or upon the earlier of separation of employment or a specified date in either a lump sum or over a period of annual installments between two and ten years. Benefits will be paid immediately in a lump sum in the event of the executive’s death.

  137. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes payments that would be made to our NEOs upon a change in control of AXIS or following termination of employment or upon the NEO’s death or disability. In the first part of this section, we describe benefits under general plans that apply to any NEO participating in those plans. We then describe specific benefits to which each NEO is entitled, along with estimated amounts of benefits assuming a triggering event on December 31, 2023. Long-Term Equity Compensation Plans. Under the terms of our Existing LTEP, as described above, upon the occurrence of a change in control, unless otherwise provided in an applicable agreement with the affected participant, the Committee may: (i) provide for the substitution or assumption of outstanding awards; (ii) accelerate the vesting or exercise of outstanding awards; and/or (iii) make payments in consideration for the cancellation of outstanding awards. Our current award agreements contain a “double trigger” vesting provision under which awards will automatically vest upon a change in control of the Company only upon an awardee’s subsequent termination of employment: (a) by the Company without cause, or (b) by the awardee with good reason, in each case within 24 months of the change in control. Executive Employment Agreements. Messrs. Tizzio, Vogt, Phillips, Brooks and Draper are entitled, and in the case of Mr. Benchimol were entitled (collectively, Messrs. Tizzio, Vogt, Phillips, Brooks, Draper, and Benchimol,, for purposes of this summary, the “Executives” and each, an "Executive"), to the benefits under their respective employment agreements upon termination of their employment. Set forth below is a summary of the material terms of the employment arrangements as they relate to potential payments upon termination or change in control that are applicable to each Executive.

  138. Departure of Mr. Benchimol

    Departure of Mr. Benchimol

  139. Departure of Mr. Benchimol

    | Mr. Benchimol received the payments and benefits required under his employment agreement in connection with the Company's non-renewal of his contract. This agreement was originally entered into in 2012 with subsequent renewals and amendments. The payments described below and included in the table below reflect these contractual obligations. |

  140. Departure of Mr. Benchimol

    Mr. Benchimol served as President and Chief Executive Officer until May 4, 2023 and departed the Company on December 31, 2023. Mr. Benchimol's departure was a result of the Company's non-renewal of his employment agreement. Pursuant to Mr. Benchimol's employment agreement, dated May 3, 2012, as amended, a non-renewal of his employment on terms as favorable as his existing employment constitutes a termination by Mr. Benchimol for good reason. Accordingly, upon completion of his contract, Mr. Benchimol received the payments and benefits required in connection with the Company's non-renewal of the employment agreement, including (i) a lump sum amount equal to two times his base salary; (ii) an amount equal to two times the higher of (1) the highest annual bonus earned for any of the three calendar years preceding the date of termination, or (2) the annual bonus that he would have been entitled to receive for the calendar year in which his termination occurs; (iii) continued vesting of all outstanding and unvested RSUs and PSUs; (iv) a pro-rata portion of the annual bonus that he would have been entitled to receive for the calendar year in which his termination occurred; (v) continued payment by the Company of medical coverage or COBRA premiums for a 12-month period, or less in the event he ceases to be eligible for COBRA continuation coverage; and (vi) a cash lump sum amount equal to his most recent annual equity award. In addition, as previously disclosed, the Human Capital and Compensation Committee and independent directors of the Board approved the accelerated distribution of 50% of the shares covered by Mr. Benchimol’s equity awards that were outstanding as of December 31, 2023, aligned to the completion of his employment agreement (rather than requiring Mr. Benchimol to wait until the scheduled distribution dates to receive such portion of the shares underlying his awards in accordance with the terms of his employment agreement). The performance vesting of the PSUs was calculated based on actual performance at December 31,

  141. Departure of Mr. Benchimol

    | 88 | AXIS 2024 Proxy Statement |

  142. Departure of Mr. Benchimol

    2023 for all outstanding PSU awards. In approving the accelerated distribution for a portion of the shares underlying Mr. Benchimol’s outstanding equity awards, the Committee and independent directors considered, among other things, the desire to mitigate the potential impact of adverse tax consequences under the U.S. Internal Revenue Code related to certain deferred compensation arrangements and the benefit to having the remaining portion of the shares underlying outstanding equity awards deliver on schedule to continue to align Mr. Benchimol with the interests of the Company and its shareholders during this period. With respect to the severance, we note that Mr. Benchimol's employment agreement was initially negotiated in 2012, and all severance payments were required under this legacy contract. As a condition to payment, Mr. Benchimol was required to execute a general release and waiver of claims against us and is subject to non-competition and non-solicitation (of our employees and customers) provisions for a period of 24 months after termination. Additionally, Mr. Benchimol is subject to ongoing confidentiality requirements. The following table sets forth the termination and/or change in control benefits payable to each NEO under the benefits applicable to all executive officers as well as under each NEO’s applicable employment agreement, assuming termination of employment on December 31, 2023. With the exception of insured benefits, all termination payments will be made by us.

  143. Departure of Mr. Benchimol

    | Name | Death or Disability | Termination by Executive for Good Reason | Termination by Company Without Cause (pre-Change in Control) | Termination by Executive for Good Reason or Termination by Company Without Cause in Connection with Change in Control(1) | | Vincent Tizzio | | | | | | Base Pay ($) | — | 1,500,000 | 1,500,000 | 2,000,000 | | Separation Bonus ($) | 1,600,000 | 4,000,000 | 4,000,000 | 4,800,000 | | Value of Equity Awards ($)(2) | 6,687,090 | 6,687,090 | 6,687,090 | 6,687,090 | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | 39,254 | 39,254 | 39,254 | 39,254 | | Total ($) | 8,326,344 | 12,226,344 | 12,226,344 | 13,526,344 | | Peter Vogt | | | | | | Base Pay ($) | — | 700,000 | 700,000 | 700,000 | | Separation Bonus ($) | 875,000 | 1,750,000 | 1,750,000 | 2,625,000 | | Value of Equity Awards ($)(2) | 2,598,736 | 2,598,736 | 2,598,736 | 2,598,736 | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | 46,119 | 46,119 | 46,119 | 46,119 | | Total ($) | 3,519,855 | 5,094,855 | 5,094,855 | 5,969,855 | | David Phillips | | | | | | Base Pay ($) | — | 625,000 | 468,750 | 625,000 | | Separation Bonus ($) | 781,250 | 781,250 | 1,367,188 | 1,562,500 | | Value of Equity Awards ($)(2) | 2,164,801 | 2,164,801 | 2,164,801 | 2,164,801 | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | 45,946 | 45,946 | 45,946 | 45,946 | | Total ($) | 2,991,997 | 3,616,997 | 4,046,685 | 4,398,247 |

  144. Departure of Mr. Benchimol

    | AXIS 2024 Proxy Statement | 89 |

  145. Departure of Mr. Benchimol

    | Name | Death or Disability | Termination by Executive for Good Reason | Termination by Company Without Cause (pre-Change in Control) | Termination by Executive for Good Reason or Termination by Company Without Cause in Connection with Change in Control(1) | | Conrad Brooks | | | | | | Base Pay ($) | — | 550,000 | 550,000 | 550,000 | | Separation Bonus ($) | 550,000 | 1,100,000 | 1,100,000 | 1,650,000 | | Value of Equity Awards ($)(2) | 1,425,944 | 1,425,944 | 1,425,944 | 1,425,944 | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | 46,119 | 46,119 | 46,119 | 46,119 | | Total ($) | 2,022,063 | 3,122,063 | 3,122,063 | 3,672,063 | | Daniel Draper | | | | | | Base Pay ($)(4) | — | 265,902 | 265,902 | 265,902 | | Separation Bonus ($)(4) | 531,804 | 877,477 | 877,477 | 1,409,281 | | Value of Equity Awards ($)(2) | 839,298 | 839,298 | 839,298 | 839,298 | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | — | — | — | — | | Total ($) | 1,371,102 | 1,982,677 | 1,982,677 | 2,514,481 | | Albert Benchimol | | | | | | Base Pay ($) | — | 2,200,000 | — | — | | Separation Bonus ($) | — | 6,477,000 | — | — | | Value of Equity Awards ($)(2) | — | 7,030,329 | — | — | | Benefits and Perquisites: Medical, Dental, Vision ($)(3) | — | 34,117 | — | — | | Cash Payments(5) | — | 5,000,000 | — | — | | Total ($) | — | 20,741,446 | — | — |

  146. Departure of Mr. Benchimol

    1.Under the Existing LTEP and each of our NEO’s employment agreements, a change in control generally occurs upon: (i) a person or group becoming the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities, other than in connection with certain affiliated party transactions; (ii) our incumbent Board members, including those members approved by a majority vote of prior incumbent directors, ceasing to constitute a majority of the Board; (iii) a merger, reorganization or similar transaction involving us, other than certain transactions where (a) more than 50% of the combined voting power of the surviving entity continues to be owned by the same owners and in substantially the same proportions as prior to the transaction, (b) no person beneficially owns 50% of our combined voting power, and (c) at least a majority of the members of the board of directors of the successor entity were members of our incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, pursuant to which the merger or other transaction occurs; or (iv) a complete liquidation or dissolution of our company, or the sale or other disposition of all or substantially all of our assets (or, in the case of certain of our NEO employment agreements, the approval by our shareholders of such a transaction). 2.Indicates value of unvested equity awards for which vesting accelerates upon termination for death or disability and for which vesting continues in accordance with the vesting terms set forth in the applicable award agreements in the case of Company termination without cause or termination by each NEO for good reason. In the case of an NEO’s termination by the Company without cause or termination by an NEO for good reason after a change in control, unvested equity awards, including those subject to performance conditions, immediately vest. The aggregate value of unvested equity awards was calculated based on the closing price

  147. Departure of Mr. Benchimol

    | 90 | AXIS 2024 Proxy Statement |

  148. Departure of Mr. Benchimol

    of our common stock as of December 29, 2023 ($55.37) (the last trading day of the year) and, in the case of performance based equity awards, assuming target performance, or adjusted to reflect final performance factors when applicable. In addition, for Mr. Benchimol, it includes the market value of common stock that vested upon his termination on December 31, 2023. 3.The value of continued coverage under medical, dental and vision assumes that the Company is paying the full cost of COBRA premiums for one year (based on 2023 rates) along with an estimated tax gross-up of 30%. 4.We have disclosed Mr. Draper's base pay for December 31, 2023 and separation bonus converted to USD at an exchange rate of 1.2662 USD per GBP. 5.Represents lump sum cash payment equal to the grant date fair value of Mr. Benchimol’s most recent equity award pursuant to his employment agreement.

  149. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (“Item 402(u)”), the Company is providing the following reasonable estimate of the ratio of the median of the annual total compensation of all of our employees (except Vince Tizzio, our President and Chief Executive Officer and Albert A. Benchimol, our former President and Chief Executive Officer), to the annual total compensation of Mr. Tizzio, calculated in a manner consistent with Item 402(u). For 2023, our last completed fiscal year: •The median of the annual total compensation of all of our employees, excluding Messrs. Tizzio and Benchimol, was $138,453. •The annual total compensation of our current CEO, Mr. Tizzio, was $6,796,633. •Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees except our CEO was 49:1. We determined that, as of December 31, 2023, our employee population consisted of 2,048 individuals. To identify our “median employee” from this employee population, we obtained from our internal compensation system annualized base salary amounts for 2023 for each employee in our global employee population. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Base salary amounts for employees paid in currencies other than U.S. dollars were converted to U.S. dollars based on the foreign exchange rates as of December 31, 2023. We annualized the base salary amounts for any permanent employees in the employee population who were employed by us for less than the full fiscal year. We then ranked the resulting base salaries for all of the employees in the employee population other than Messrs. Tizzio and Benchimol to determine our median employee. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K relating to the summary compensation table. With respect to the annual total compensation of Mr. Tizzio, we used the amount reported in the “Total” column of our Summary Compensation Table set forth above in this proxy statement.

  150. CEO Pay Ratio

    | AXIS 2024 Proxy Statement | 91 |

  151. Pay Versus Performance Table and Disclosures

    Pay Versus Performance Table and Disclosures As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid ("CAP") (as defined by SEC rules) and certain financial performance of the Company. Our Human Capital and Compensation Committee has designed an executive compensation program to align pay with performance, retain talent and reward leaders who create long-term value for our shareholders. The Committee did not consider the SEC's pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The following table sets forth the required compensation information for our CEO, our former CEO and non-CEO NEOs (the "Other NEOs"), calculated in accordance with SEC regulations, for fiscal years 2020 through 2023.

  152. Pay Versus Performance Table

    Pay Versus Performance Table

  153. Pay Versus Performance Table

    | Year | SCT for Mr. Tizzio ($) | CAP to Mr. Tizzio ($) | SCT for Mr. Benchimol ($) | CAP to Mr. Benchimol ($) | Average SCT Total for Other NEOs ($) | Average CAP to Other NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | Net Income ($ in thousands) | OROACE | | (a) | (b)(1) | (c)(2) | (d) (3) | (e) (2) | (f)(4) | (g)(2) | (h)(5) | (i)(6) | (j)(7) | (k)(8) | | 2023 | 6,796,633 | 6,958,725 | 21,256,443 | 14,198,305 | 2,306,160 | 2,067,591 | 106.70 | 164.49 | 346,042 | 11.0% | | 2022 | N/A | N/A | 11,560,795 | 8,860,715 | 4,122,675 | 3,803,233 | 101.10 | 148.53 | 192,833 | 11.1% | | 2021 | N/A | N/A | 9,311,214 | 9,978,155 | 3,325,710 | 3,459,324 | 98.50 | 124.95 | 588,359 | 9.1% | | 2020 | N/A | N/A | 7,265,614 | 3,748,070 | 2,236,139 | 1,671,405 | 88.11 | 106.33 | (150,674) | (3.7)% |

  154. Pay Versus Performance Table

    1.Represents compensation reported in the Summary Compensation Table ("SCT") for our current President and CEO, Mr. Tizzio, who was appointed effective May 4, 2023. 2.Represents the amount of compensation actually paid (CAP) as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid during the applicable year. In accordance with SEC rules, the adjustments made to the Summary Compensation Table totals to determine the compensation actually paid are described in the "Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table" and the "Equity Awards Adjustment Table" below. 3.Represents compensation as previously reported in the Summary Compensation Tables for our former President and CEO, Mr. Benchimol. Upon Mr. Tizzio's succession as President and CEO, Mr. Benchimol assumed a new role as a strategic advisor through December 31, 2023 and then departed the Company. 4.Average compensation of Other NEOs as a group reported in the Summary Compensation Table. For 2020 and 2021, this includes Messrs. Arora, Phillips, Vogt and Wilson. For 2022, this includes the same officers as in 2020 and 2021, plus Messrs. Brooks and Tizzio. For 2023, this includes Messrs. Vogt, Phillips, Brooks and Draper. 5.Total shareholder return assumes $100 was invested in the Company from December 31, 2019 through the end of the listed year in the Company including the impact of reinvesting dividends. 6.The peer group total shareholder assumes $100 was invested in the S&P Property & Casualty Composite Index from December 31, 2019 through the end of the listed year including the impact of reinvesting dividends. 7.Net Income available to common shareholders as reported in the Company's Annual Report on Form 10-K at the end of each fiscal year. 8.The Company has identified OROACE as the company-selected measure for the pay-versus-performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the CEO and Other NEOs in 2023 to the Company's performance. OROACE is the primary metric in determining Annual Incentive Plan awards. See "Compensation Discussion and Analysis" for more discussion on OROACE and its role in determining Annual Incentive Plan awards. In addition, please refer to Appendix 1 for a reconciliation of OROACE, a non-GAAP measure, to the most directly comparable GAAP measure of ROACE.

  155. Pay Versus Performance Table

    | 92 | AXIS 2024 Proxy Statement |

  156. Pay Versus Performance Table

    2020 PSU awards assumed a payout below target in 2023, as compared to the grant date fair value calculations which assumed a payout at target.

  157. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table

    Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table While Summary Compensation Table (SCT) total compensation values and CAP values are shown together in the above table, they are calculated differently. The SCT compensation values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas, CAP values include: (i) a revaluation of current year grants at year-end, (ii) the year-over-year change in the fair value of multiple years of historical equity grants, (iii) the vesting date value over the prior year end value for awards that vested during the year, plus (iv) dividends accrued during the listed year. As CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in our stock price, and therefore, may be higher or lower than the SCT compensation values. The following table is a reconciliation of the SCT totals and CAP for 2023.

  158. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table

    | | Reconciliation of SCT Totals to CAP Table | | | | | | | | | Year | Reported summary compensation table | Reported value of equity awards | Equity award adjustments | Reported change in the actuarial present value of pension benefits | Pension benefit adjustments | Compensation Actually Paid | | | (a) | ($) (b)(1) | ($) (c)(2) | ($) (d)(3) | ($) (e) | ($) (f) | ($) (g)(4) | | Mr. Tizzio | 2023 | 6,796,633 | (3,886,286) | 4,048,378 | | | 6,958,725 | | Mr. Benchimol | 2023 | 21,256,443 | (5,698,574) | (1,359,564) | — | — | 14,198,305 | | Average Other NEOs | 2023 | 2,306,160 | (907,736) | 669,167 | — | — | 2,067,591 |

  159. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table

    1.Compensation of our CEO, Mr. Tizzio, and our former CEO, Mr. Benchimol, reported in the SCT. Average compensation of Other NEOs as a group reported in the SCT and includes Messrs. Vogt, Phillips, Brooks and Draper. 2.Represents the grant date fair value of equity awards reported in the "Stock Awards" column in the SCT for the CEO, the former CEO or the average of the Other NEOs as a group. Reported as a negative since it is a deduction per Item 402(v)(2)(iii) of Regulation S-K to calculate CAP. 3.See the "Equity Award Adjustments Table" below for components that total equity award adjustments. 4.Represents the amount of CAP as computed in accordance with SEC rules and set forth under the Pay Versus Performance Table above.

  160. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid Table

    | AXIS 2024 Proxy Statement | 93 |

  161. Pay Versus Performance Relationship

    Pay Versus Performance Relationship The following comparisons illustrate the relationships between the amounts included in the Pay Versus Performance Table for each year from 2020 through 2023, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the S&P Property & Casualty Composite Index; and (b) comparisons between (i) the compensation actually paid to the CEO, the former CEO and the average compensation actually paid to our Other NEOs and (ii) each of the performance measures set forth in columns (h), (i), (j) and (k) of the "Pay Versus Performance Table". In addition the table below lists our most important performance measures used to link CAP for our CEO, the former CEO and Other NEOs to Company performance for the fiscal year ending December 31, 2023.

  162. Pay Versus Performance Relationship

    | Most Important Performance Measures | | | OROACE | Combined Ratio | | TSR | Return on Risk Adjusted Capital |

  163. Pay Versus Performance Relationship

    | 94 | AXIS 2024 Proxy Statement |

  164. Pay Versus Performance Relationship

    | AXIS 2024 Proxy Statement | 95 |

  165. Non-Management Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | W. Marston Becker | 140,000 | 149,947 | — | 289,947 | | Charles Davis | — | 269,917 | — | 269,917 | | Anne Melissa Dowling | 130,000 | 149,947 | — | 279,947 | | Stanley Galanski(3) | — | — | — | 0 | | Elanor Hardwick(4) | 383,185 | 149,947 | — | 533,132 | | Michael Millegan | 135,000 | 149,947 | — | 284,947 | | Thomas Ramey | 125,000 | 149,947 | — | 274,947 | | Henry Smith(4) | 380,676 | 149,947 | — | 530,623 | | Axel Theis | 100,000 | 174,910 | — | 274,910 | | Barbara Yastine | 135,000 | 149,947 | — | 284,947 | | Lizabeth Zlatkus | 100,000 | 209,904 | — | 309,904 |