DEF 14A of Axis Capital Holdings LTD, Apr 3, 2025

DEF 14A of Axis Capital Holdings LTD

Filed Apr 3, 2025 · FY20240001214816-25-000088

Open on EDGAR

  1. Looking Ahead

    | Option Exercises and Stock Vested in 2024 | 72 | | Pension Benefits for 2024 | 72 | | Non-Qualified Deferred Compensation for 2024 | 73 | | Potential Payments Upon Termination or Change in Control | 73 | | CEO Pay Ratio | 84 | | Pay Versus Performance Table and Disclosures | 85 | | 2024 Director Compensation | 89 | | Non-Management Directors | 89 | | Directors Annual Compensation Program | 90 | | Equity Compensation Plan Information | 91 | | Audit Committee Report | 92 | | Proposal 3: Appointment of Independent Auditors | 93 | | Principal Accountant Fees and Services | 95 | | Audit and Non-Audit Fees | 95 | | Pre-Approval Policy | 95 | | Shareholder Proposals and Director Nominations for 2026 Annual Meeting | 96 | | Voting and Meeting Information | 97 | | Appendix 1: Non-GAAP Financial Measures Reconciliation | A-1 |

  2. Executive Compensation

    Executive Compensation Key compensation actions for 2024 include aligning pay and performance by: •Rewarding outstanding underlying financial results and execution on our strategic business priorities in 2024 by paying our CEO and Named Executive Officers: –annual incentive awards at a range of 127% to 151% of target. –annual equity awards at a range of 110% to 125% of target. •Our PSUs granted in 2022 (with a three-year performance period ending at the end of fiscal year 2024) tied to rTSR paid out at 192%, as a result of the Company's ranking in the 83rd percentile of our PSU peer group. •For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."

  3. Corporate Governance Highlights

    Corporate Governance Highlights Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement: •Regular shareholder engagement •Annual Board and committee self-evaluations •Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating, and Social Responsibility Committees •None of our directors serve on the board of directors of more than three other publicly-held corporations •Majority vote standard for the election of directors •No stockholder rights plan (“poison pill”) •Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting •Introduced executive severance plan with the goal of providing consistent severance benefit protection to help attract and retain key executives, while replacing executive employment agreements over time

  4. 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.

  5. Director Nominees

    | Name | Age | Class | Position | Since | | Anne Melissa Dowling | 66 | III | Independent Director | January 2020 | | Stanley Galanski | 66 | III | Independent Director | January 2024 | | Henry Smith | 76 | III | Independent Director | May 2004 | | Vincent Tizzio | 58 | III | President and Chief Executive Officer | May 2023 |

  6. Director Nominees

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

  7. Director Nominees

    | | 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: 66 | | | Education: B.A. from Amherst College and M.B.A. from Columbia Business School | | | Committees: Chair of Finance Committee and Member of Risk Committee | |

  8. Director Nominees

    | 10 | AXIS 2025 Proxy Statement |

  9. Director Nominees

    | | Stanley Galanski | | | Experience •Currently serves as Chief Executive Officer of G58 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: 66 | | | Education: B.A. from the University of Pittsburgh | | | Committees: Member of Finance Committee and Risk Committee | |

  10. Director Nominees

    | | 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: 76 | | | Education: B.A. from Trinity College-Hartford | | | Committees: Member of Executive Committee, Audit Committee, and Corporate Governance, Nominating, and Social Responsibility Committee | |

  11. Director Nominees

    | AXIS 2025 Proxy Statement | 11 |

  12. Director Nominees

    | | 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, an insurance company, 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: 58 | | | Education: Education: B.S. from Adelphi University | | | Committees: Member of Executive Committee | |

  13. Director Nominees

    | 12 | AXIS 2025 Proxy Statement |

  14. 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.

  15. Directors Continuing in Office

    | Name | Age | Class | Position | Since | | W. Marston Becker | 72 | II | Independent Director | June 2020 | | Charles Davis | 76 | I | Independent Director | November 2001 | | Elanor Hardwick | 52 | I | Independent Director | November 2018 | | Michael Millegan | 66 | II | Independent Director | April 2021 | | Thomas Ramey | 81 | II | Independent Director | July 2009 | | Axel Theis | 67 | I | Independent Director | April 2021 | | Barbara Yastine | 65 | I | Independent Director | July 2018 | | Lizabeth Zlatkus | 66 | II | Independent Director | March 2019 |

  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 Certified Public Accountant designation and is an admitted attorney in West Virginia. U.S.-listed Company Boards •MVB Financial Corp since 2020. 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: 72 | | | Education: B.A. from West Virginia University and J.D. from West Virginia University | | | Committees: Chair of Executive Committee and Member of Corporate Governance, Nominating, and Social Responsibility Committee and Human Capital and Compensation Committee | |

  17. Directors Continuing in Office

    | AXIS 2025 Proxy Statement | 13 |

  18. Directors Continuing in Office

    | | Charles Davis | | | Experience •Current Co-Chief Executive Officer of Stone Point Capital LLC, an asset management firm, 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 since 1996. •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: 76 | | | 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 | |

  19. Directors Continuing in Office

    | 14 | AXIS 2025 Proxy Statement |

  20. Directors Continuing in Office

    | | 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: 52 | | | Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | | | Committees: Chair of Corporate Governance, Nominating, and Social Responsibility Committee and Member of Human Capital and Compensation Committee | |

  21. Directors Continuing in Office

    | AXIS 2025 Proxy Statement | 15 |

  22. Directors Continuing in Office

    | | Michael Millegan | | | Experience •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. •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. U.S.-listed Company Boards •Portland General Electric Company since 2019. •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: 66 | | | 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 | |

  23. 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 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: 81 | | | Education: B.A. from Texas Tech University and M.A. from Tulane University | | | Committees: Member of Corporate Governance, Nominating, and Social Responsibility Committee and Risk Committee | |

  24. Directors Continuing in Office

    | 16 | AXIS 2025 Proxy Statement |

  25. Directors Continuing in Office

    | | 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: 67 | | | Education: Ph.D. from the Eberhard Karls Universität Tübingen | | | Committees: Chair of Risk Committee and Member of Audit Committee | |

  26. Directors Continuing in Office

    | | 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. since 2010, Zions Bancorporation since 2017, and Alkami Technology, Inc. since 2020. •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: 65 | | | Education: B.A. in Journalism from New York University and M.B.A. from New York University | | | Committees: Member of Audit Committee and Finance Committee | |

  27. Directors Continuing in Office

    | AXIS 2025 Proxy Statement | 17 |

  28. 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 •Brighthouse Financial since 2024 and Pathward Financial, Inc. (formerly known as Meta Financial Group) since 2021. •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: 66 | | | Education: B.S. from Pennsylvania State University | | | Committees: Chair of Audit Committee and Member of Finance Committee and Executive Committee | |

  29. Directors Continuing in Office

    | 18 | AXIS 2025 Proxy Statement |

  30. Consideration of Director Nominees Recommended by Shareholders

    Consideration of Director Nominees Recommended by Shareholders 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 recommend 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. The Corporate Governance, Nominating, and Social Responsibility Committee will evaluate these recommendations using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to our Corporate Secretary at our headquarters at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda.

  31. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information as of March 14, 2025 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. The information provided in the table below is based on our records, information filed with the SEC (in which we are relying pursuant to applicable SEC regulations), and information provided to us.

  32. 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 | 49,897 | * | | W. Marston Becker | 24,597 | * | | Charles Davis(2) | 60,879 | * | | Anne Melissa Dowling | 14,546 | * | | Stanley Galanski | 13,428 | * | | Elanor Hardwick | 16,785 | * | | Michael Millegan | 10,681 | * | | Thomas Ramey | 24,395 | * | | Henry Smith | 50,795 | * | | Axel Theis | 10,184 | * | | Barbara Yastine | 19,760 | * | | Lizabeth Zlatkus | 22,682 | * | | Peter Vogt | 80,537 | * | | David Phillips | 68,277 | * | | Conrad Brooks | 45,462 | * | | Daniel Draper | 8,706 | * | | All directors and executive officers as a group (16 persons) | 521,611 | 0.7% | | Name of Beneficial Owner - Principal Shareholders | | | | The Vanguard Group, Inc.(3) | 8,707,110 | 11.1% |

  33. Directors and Executive Officers

    * Less than 1%

  34. Directors and Executive Officers

    | 34 | AXIS 2025 Proxy Statement |

  35. Directors and Executive Officers

    (1)Unless otherwise indicated, the number of common shares beneficially owned and percentage of outstanding common shares are based on 78,650,779 common shares outstanding as of March 14, 2025. 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 2,404,133 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 wholly owned by Mr. Davis is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also co-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)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 29, 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.

  36. Directors and Executive Officers

    | AXIS 2025 Proxy Statement | 35 |

  37. Directors and Executive Officers

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

  38. Directors and Executive Officers

    | Name | Age | Position | | Vincent Tizzio(1) | 58 | President and Chief Executive Officer | | Peter Vogt | 61 | Chief Financial Officer | | David Phillips | 56 | Chief Investment Officer | | Conrad Brooks | 63 | Chief Administrative and Legal Officer | | Daniel Draper | 45 | Chief Underwriting Officer |

  39. Directors and Executive Officers

    (1) Mr. Tizzio's biography is available under "Proposal 1. Election of Directors - Director Nominees."

  40. 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.

  41. 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.

  42. David Phillips

    | 36 | AXIS 2025 Proxy Statement |

  43. 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.

  44. 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, a Lloyd's Managing Agent, from 2019 to 2020. 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 Master's in Engineering from the University of Bath and is a Fellow of the Institute and Faculty of Actuaries.

  45. Daniel Draper

    | AXIS 2025 Proxy Statement | 37 |

  46. Daniel Draper

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

  47. Daniel Draper

    We are asking our shareholders to approve, on an advisory basis, the executive compensation of AXIS' named executive officers disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. 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 "Executive Compensation." 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 2026.

  48. Daniel Draper

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

  49. Daniel Draper

    | AXIS 2025 Proxy Statement | 39 |

  50. Daniel Draper

    | Letter from the Human Capital and Compensation Committee Chair |

  51. Daniel Draper

    Dear Fellow Shareholders, 2024 was one of the best years for the Company since its inception – a direct reflection of AXIS' leadership, their talented team, and the team's relentless execution to drive the Company's ambition to elevate its specialty focus. In the backdrop of another year of heightened global catastrophe activity, AXIS delivered record premium production and strong underwriting results, which together with record net investment income, resulted in record operating earnings per share for the year. Further, in 2024, AXIS generated ROACE of 20.5%, OROACE of 18.6%, and growth in diluted book value per share of 20.7%. In addition, AXIS’ common shares performed extremely well with total shareholder return of 63.9% for the year. Under the leadership of AXIS' Chief Executive Officer, Vincent Tizzio, and through the hard work of the entire AXIS team, the Company significantly advanced its strategic business goals, positioning AXIS for the long-term. In particular, the team: (i) delivered improvements in the portfolio, (ii) advanced its “How We Work ” program enhancing AXIS' operations, (iii) positioned AXIS to be a recognized leader in specialty markets, and (iv) delivered on the Company's strategy to enhance its high-performance culture and people initiatives.

  52. Aligning Pay and Performance

    Aligning Pay and Performance Short Term Incentives Payouts under AXIS' annual incentive plan are based on performance against financial and non-financial targets. For the CEO, the annual incentive plan is weighted 75% against a financial performance target (the Company’s OROACE) and 25% against achievement of the Company’s strategic business goals. As a result of the Company’s outstanding underlying financial results and Mr. Tizzio’s leadership in executing on our strategic business priorities, the annual incentive program paid out at 150.5% for the CEO. For the Company's other named executive officers, payouts under the annual incentive plan ranged between 127% - 148% based on their individual performance in advancing the Company's strategic priorities, along with the financial metrics under the plan. Long Term Incentives The CEO and other named executive officers also receive long-term incentives in the form of annual equity awards. The CEO’s annual equity grant consists of 60% PSUs and 40% of time-vesting restricted stock units (“RSUs”). In 2025, the CEO was granted an equity award equal to 120% of his target reflecting his strong performance in 2024. The annual equity awards for the other named executive officers consist of RSUs (between 60% - 50% of total grant value) and PSUs (between 50% - 40% of the total grant value). These non-CEO named executive officers received annual equity awards in 2025 ranging between 110% - 125% of target based on each officer's individual performance in 2024. The performance period for the PSU awards granted to the CEO and other named executive officers in January 2022 ended on December 31, 2024. These PSU awards were based on the Company’s growth in TSR relative to its peer group. AXIS' relative total shareholder return for the three-year period ending December 31, 2024 ranked in the 83rd percentile of our PSU peer group, resulting in a payout factor of 192%.

  53. Financial Results

    Financial Results The Human Capital and Compensation Committee (also referred to as the "Committee" in the Compensation Discussion & Analysis and Executive Compensation sections) use several financial metrics to evaluate compensation. OROACE is the financial metric used for determining cash incentive awards under our Annual Incentive Plan. Relative TSR ("rTSR") was the sole financial metric used for determining the PSU payouts after the three-year performance period for awards granted for 2022 - 2023. Commencing in 2024, the PSU awards include an additional metric of Adjusted DBVPS. TSR CAGR is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion in 2023. AXIS Capital’s 2024 financial results for these performance metrics on an absolute basis are set forth below:

  54. 2024 Pay and Performance – CEO Compensation

    2024 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. •Annual Incentive: The independent directors of the Board and the Committee awarded the CEO an annual incentive payment pursuant to the prescribed CEO formula based on Company performance and individual performance for the year. The Committee and Board applied the CEO bonus formula utilizing the OROACE, as well as individual non-financial performance achievements to generate an overall score of 150.5%. •Long-Term Incentive Award: Given the extraordinary accomplishments of 2024, the Committee and Board awarded the CEO a long-term incentive award of $5,040,000 (in comparison to his $4,200,000 target award) for performance year 2024. The Committee and Board evaluate a variety of factors, including company and individual performance, when awarding LTI awards. Mr. Tizzio's equity award is a mix of 60% PSUs and 40% RSUs.

  55. 2024 Pay and Performance – CEO Compensation

    | | 2024 Performance Year(1) | | Base Salary | $1,050,000 | | Actual Incentive | $2,686,425 | | Annual RSUs (Time-Based) | $2,016,000 | | Annual PSUs (Awarded at Target) | $3,024,000 | | Total Performance Year Compensation | $8,776,425 |

  56. 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 |

  57. Key Incentive Plan Metrics

    Key Incentive Plan Metrics The financial metrics for our incentive plans are OROACE, rTSR, and Adjusted DBVPS. 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.

  58. 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 for shareholders. •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 measures the overall performance of the Company's stock, encompassing both price appreciation and dividends over a specific 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 | | • | • This metric incentivizes and helps measure superior value creation over time. •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. |

  59. Key Incentive Plan Metrics

    | AXIS 2025 Proxy Statement | 49 |

  60. 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.

  61. Elements of Executive Compensation

    | | Component | Link to Shareholder Value | Description | | | | | | | | 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 –Measures rate of return earned on capital and surplus –Goal to achieve strong OROACE results to create shareholder value | | | | | •Business Unit Financial Performance –Investment performance (Chief Investment Officer) | | | | | •Individual Non-Financial Performance –Non-financial metric attributable to individual contributions which are assessed against company-wide strategic business goals established at the beginning of the year | | | | | | | | PSUs (1)(2) | •Promote accountability and strategic long-term decision-making | •50% rTSR over three-year performance period –Cliff vests after three years –Earned according to relative performance to peers set forth in "Peer Benchmarking" | | | | | •50% Adjusted DBVPS over three-year performance period –Cliff vests after three years –Earned according to average annual absolute performance | | | RSUs | •Foster a culture of ownership, aligning long-term interests of our executives and shareholders | •Vests ratably over four years |

  62. Elements of Executive Compensation

    (1)Reflects PSU performance metrics for 2024 and 2025 grants. PSU awards granted in 2023 were based 100% on the rTSR metric discussed above. (2)Mr. Tizzio received a promotional award of $2,700,000 in May 2023, 60% of which is in the form of PSUs based on absolute TSR CAGR and 40% of which is in the form of RSUs.

  63. 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. Any increases to annual incentive targets were based on market positioning, performance or expansion of responsibilities and roles. The bonus targets for each NEO are displayed below.

  64. Annual Incentive Awards

    | Name | 2023 Bonus Target | 2024 Bonus Target | 2025 Bonus Target | | Vincent Tizzio (1) | 160% | 170% | 175% | | Peter Vogt | 125% | 125% | 125% | | David Phillips | 125% | 125% | 125% | | Conrad Brooks | 100% | 125% | 125% | | Daniel Draper | 100% | 125% | 125% |

  65. Annual Incentive Awards

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

  66. Annual Incentive Awards

    | AXIS 2025 Proxy Statement | 51 |

  67. Annual Incentive Awards

    For 2024, annual incentive compensation was determined based on the weightings of Company financial metric, business unit financial metric and individual non-financial metrics as follows:

  68. 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% |

  69. 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. In setting the target OROACE goal for 2024, which was less than 2023 Adjusted OROACE,(1) the Committee considered several factors. Catastrophe and weather-related losses in 2023 were significantly lower than our long-term average catastrophe and weather-related losses. In addition, our effective income tax rate in 2023 was substantially lower than the 2024 plan effective income tax rate. This was primarily due to the generation of pre-tax income in our jurisdictions with lower effective tax rates in 2023. Our target OROACE goal for 2024 was 16.9% and the Company achieved an actual OROACE of 18.6%, which yielded a Company Financial Performance result of 134%. The Human Capital and Compensation Committee applied the bonus formula utilizing the OROACE, as well as business unit results (where applicable) and individual non-financial performance achievements to generate an overall bonus result for each individual. See respective outcomes in the "Annual Incentive Plan Performance Results and Payouts" section.

  70. Company Financial Performance Goals and Results

    | Annual Incentive Plan Goal Ranges(2) | | | | | OROACE Achievement | Multiplier | | Maximum | 21.9% + | 200% | | Target | 16.9% | 100% | | Threshold | 11.9% | 50% |

  71. Company Financial Performance Goals and Results

    (1)Our 2023 financial results included a net reserve strengthening of $425 million pre-tax in the fourth quarter, predominantly related to 2019 and older accident years. "Adjusted OROACE" is operating return on average common equity excluding the impact of this reserve strengthening. For 2023, the Company's Adjusted OROACE (which excludes the reserve strengthening) was 18.5%. Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1. (2)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.

  72. Company Financial Performance Goals and Results

    | 52 | AXIS 2025 Proxy Statement |

  73. 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 2024, our investment portfolio slightly underperformed against the neutral benchmark, resulting in Mr. Phillips receiving a performance score of 98.6% for the Investment Business Unit Financial portion of his bonus.

  74. 2024 Strategic Business Goals Performance

    | Goal | Key Accomplishments | | Cycle Manage to Achieve Target Portfolio | •Actively responded to market conditions to optimize projected portfolio underwriting year returns, which contributed to achieving a combined ratio of 92.3%, a 7.6% reduction from the prior •Demonstrated cycle management while hitting all profitability and growth targets •Reinsurance business continued progress in achieving the right balance and portfolio mix that delivers lower volatility, a reduction in low margin business, and greater efficiency •North America and Global Markets divisions launched new and expanded initiatives | | Elevate AXIS to be Recognized Leader in Specialty Markets | •Achieved $9 billion gross premiums written, and exceeded our operating plan’s projected return on risk-adjusted capital •Accelerated growth in Lower Middle Market business •Developed an Energy Transition / Resilience offering which addresses the changing needs of this client segment and provides a Center of Excellence approach to the market •Advanced global leadership in specialty underwriting, and continued to find attractive opportunities for growth in our Insurance business, highlighted by the Insurance segment's 89.1% combined ratio for the full year along with overall growth of 7.7%, to reach $6.6 billion in premiums •Operationalized our specialty Reinsurance business and advanced “specialty” products positioning and growth, as our Reinsurance business produced strong, consistent profits with a 91.8% combined ratio for the full year while growing 7.9% to $2.4 billion in premiums | | Deliver on "How We Work" | •Execute on expense goals while building a mindset of expense management, which contributed to a reduction in our G&A ratio to 12.6% in 2024 (from 13.5% in 2023) •Implementing changes throughout the organization in connection with our operating model •Continuous process improvement in underwriting, claims, and operations, while leveraging data & analytics, including building new capabilities, actively investing in technology, and adding strong talent to complement our existing team | | Invest in People and our High-Performance Culture | •New culture renovation launched across the company to continue to elevate our high-performance culture, resetting expectations through clearer goal setting and performance management •Exhibited our "Stronger Together" value by granting a one-time equity award to all AXIS teammates who do not have an annual equity target as part of their compensation •Continued to progress Company's corporate citizenship initiatives •Continued to drive accountability in talent development |

  75. Annual Incentive Plan Performance Results and Payouts

    Annual Incentive Plan Performance Results and Payouts

  76. Annual Incentive Plan Performance Results and Payouts

    | Vincent Tizzio | | | | | | | 2024 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $1,338,750 | 75% | 134% | 101% | | | Individual Non-Financial | $446,250 | 25% | 200% | 50% | | | TARGET INCENTIVE | $1,785,000 | 100% | TOTAL ACTUAL | 150.50% | $2,686,425 |

  77. Annual Incentive Plan Performance Results and Payouts

    | Peter Vogt | | | | | | | 2024 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $612,500 | 70% | 134% | 94% | | | Individual Non-Financial | $262,500 | 30% | 160% | 48% | | | TARGET INCENTIVE | $875,000 | 100% | TOTAL ACTUAL | 141.80% | $1,240,750 |

  78. Annual Incentive Plan Performance Results and Payouts

    | David Phillips | | | | | | | 2024 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $429,688 | 55% | 134% | 74% | | | Investment Unit Financial | $234,375 | 30% | 99% | 30% | | | Individual Non-Financial | $117,188 | 15% | 160% | 24% | | | TARGET INCENTIVE | $781,250 | 100% | TOTAL ACTUAL | 127.28% | $994,375 |

  79. Annual Incentive Plan Performance Results and Payouts

    | Conrad Brooks | | | | | | | 2024 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $546,875 | 70% | 134% | 94% | | | Individual Non-Financial | $234,375 | 30% | 160% | 48% | | | TARGET INCENTIVE | $781,250 | 100% | TOTAL ACTUAL | 141.80% | $1,107,813 |

  80. Annual Incentive Plan Performance Results and Payouts

    | Daniel Draper | | | | | | | 2024 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $510,410 | 70% | 134% | 94% | | | Individual Non-Financial | $218,747 | 30% | 180% | 54% | | | TARGET INCENTIVE | $729,158 | 100% | TOTAL ACTUAL | 147.80% | $1,077,695 |

  81. Annual Incentive Plan Performance Results and Payouts

    | 54 | AXIS 2025 Proxy Statement |

  82. 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 the Company’s Adjusted DBVPS (beginning with 2024 PSU awards). 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 2024: (a) RSUs; and (b) PSUs. These equity awards are summarized in the table below:

  83. 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 rTSR(1) –2024 and 2025 awards: 50% three-year rTSR and 50% three-year Adjusted DBVPS •Peer group for the rTSR portion of these awards is established at time of grant with performance measured after three years |

  84. Long-Term Incentive Awards

    (1)Mr. Tizzio's PSU award granted in May 2023 is based on three-year absolute TSR CAGR.

  85. 2024 Equity Awards Reflected in the Summary Compensation Table (Relating to 2023 Performance)

    2024 Equity Awards Reflected in the Summary Compensation Table (Relating to 2023 Performance) In 2024, NEOs were awarded equity awards related to their 2023 performance ranging from 100% to 145% of their target values. The Committee and Board evaluate a variety of factors, including company and individual performance, when awarding LTI awards. 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 2024 for the 2023 performance year are reflected in the Summary Compensation Table. With respect to the rTSR portion of PSUs, the value reflects the impact of Monte Carlo simulation required for accounting purposes, which differs from the award value granted.

  86. Long-Term Incentive Performance Goals for PSU Awards Granted in 2024 (Relating to 2023 Performance)

    Long-Term Incentive Performance Goals for PSU Awards Granted in 2024 (Relating to 2023 Performance) The number of PSUs earned is determined 50% based on rTSR over the performance period as compared to our performance peers (as set forth below under “2024 Performance Peer Group”) which are established at the time of grant and 50% based on Adjusted DBVPS over the three-year performance period. PSUs granted in 2024 have a performance period of January 1, 2024 through December 31, 2026.

  87. Long-Term Incentive Performance Goals for PSU Awards Granted in 2024 (Relating to 2023 Performance)

    | AXIS 2025 Proxy Statement | 55 |

  88. Vesting of 2022 PSU Awards

    Vesting of 2022 PSU Awards The PSU awards that were granted in early 2022 vested in March 2025 based on the Company’s growth in TSR relative to its peer group. The performance period for the PSUs granted in 2022 was January 1, 2022 through December 31, 2024. As of December 31, 2024, the three-year TSR ranked at approximately the 83rd percentile of the peer group that was determined at the time of grant. This resulted in a payout factor of 192.3% . The below table describes the performance scale used to determine the number of PSUs earned for our 2022 awards.

  89. Vesting of 2022 PSU Awards

    | | PSUs Awarded in 2022 Performance Period (January 2022 - December 2024) | | | Name | Number of Target PSUs Granted | Number of PSUs Earned Based on Performance | | Vince Tizzio | 10,699 | 20,574 | | Peter Vogt | 10,699 | 20,574 | | David Phillips | 8,915 | 17,143 | | Conrad Brooks | 4,636 | 8,915 | | Daniel Draper | 0 | 0 |

  90. Vesting of 2022 PSU Awards

    | | 2022 Performance Scale Used to Determine Number of PSUs Earned | | | | rTSR Percentile | Vesting | | Maximum | ≥ 85th | 200% | | Target | 55th | 100% | | Threshold | 25th | 25% | | Minimum | < 25th | 0% |

  91. 2025 Equity Awards (Relating to 2024 Performance Year)

    2025 Equity Awards (Relating to 2024 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 110% to 125% of target for its current NEOs, which was intended to recognize the performance of the team and each individual in contributing to the Company’s strong financial performance and record stock price in 2024.

  92. 2025 Equity Awards (Relating to 2024 Performance Year)

    | 56 | AXIS 2025 Proxy Statement |

  93. 2025 Equity Awards (Relating to 2024 Performance Year)

    The table below reflects the value of LTI communicated to each NEO in January 2025. These awards, with the TSR portion of PSUs valued using the Monte Carlo simulation, will be reflected in the "Summary Compensation Table" and the "Grants of Plan-Based Awards in 2024" table in next year’s proxy. In January 2025, the Committee approved new 2025 LTI targets for Mr. Tizzio and Mr. Draper of $5,000,000 and $900,000, respectively. Any increases to annual LTI targets were based on market positioning, performance, or expansion of responsibilities and roles.

  94. 2025 Equity Awards (Relating to 2024 Performance Year)

    | | 2025 Equity Awards (Relating to 2024 Performance) | | | | | | | Name | RSUs | RSUs | PSUs | PSUs | Total | Total as a % of 2024 LTI Target | | Vincent Tizzio | 40% | $2,016,000 | 60% | $3,024,000 | $5,040,000 | 120% | | Peter Vogt | 50% | $770,000 | 50% | $770,000 | $1,540,000 | 110% | | David Phillips | 60% | $660,000 | 40% | $440,000 | $1,100,000 | 110% | | Conrad Brooks | 60% | $540,000 | 40% | $360,000 | $900,000 | 113% | | Daniel Draper | 60% | $600,000 | 40% | $400,000 | $1,000,000 | 125% |

  95. 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 2024, 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.

  96. Peer Benchmarking

    | AXIS 2025 Proxy Statement | 59 |

  97. 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.

  98. Peer Benchmarking

    | 2024 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 •RenaissanceRe 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 |

  99. Peer Benchmarking

    | 2024 Performance Peer Group (1) | | | | •American Financial Group, Inc. •American International Group Inc. •Arch Capital Group Ltd. •Beazley •Chubb Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Re Group, Ltd. •Fairfax Holdings Limited •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •Hiscox •James River Group Holdings, Ltd. | •Kemper •Kinsale Capital Group •Lancashire Holdings Limited •Markel Corporation •Münchener •QBE Insurance Group •RenaissanceRe Holdings Ltd. •RLI Corp. •SCOR SE •Selective Insurance Group •SiriusPoint •Swiss Re AG •The Travelers Companies, 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 property & casualty insurers and reinsurers •Relevant international company with similar property & casualty underwriting operations •Representative of the marketplace for investment capital |

  100. Peer Benchmarking

    (1)Effective with 2025 PSU awards, the following changes were made to the Performance Peer Group: Added - Bowhead Specialty Holdings, Inc., Removed - James River Group Holdings, Ltd.

  101. Peer Benchmarking

    | 60 | AXIS 2025 Proxy Statement |

  102. Severance Benefits

    Severance Benefits Each of our NEOs has rights under their existing 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 payments upon termination 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. In 2024, we adopted the AXIS Capital Holdings Limited Executive Severance Plan (the “Severance Plan”) applicable to our executive committee members (including any future NEO) with the goal of providing consistent, market-based severance benefit protection to help attract and retain key executives, while replacing executive employment agreements over time. The Severance Plan makes clear that no executive will receive duplicate severance (that is, no executive will receive severance under both the Severance Plan and an employment agreement, including the arrangements with our NEOs described above). As our current NEOs have entered into employment agreements with the Company, the severance terms of their employment agreements apply in lieu of those under the Severance Plan, as none of the NEOs elected to be covered under the Severance Plan. The terms and conditions of the payments upon termination of our NEOs are described in detail in the section titled “Potential Payments Upon Termination or Change in Control." We continue to review our approach to NEO severance benefits and to further align AXIS with market standards.

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

    Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging The Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees, and the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the New York Stock Exchange listing standards. Under the Company's policy on insider trading, all employees, officers, and directors of the Company are prohibited from buying or selling AXIS securities while in possession of material non-public

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

    | AXIS 2025 Proxy Statement | 61 |

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

    information. These individuals are also prohibited from engaging in tipping, buying or selling derivative securities, engaging in short sales, and transacting certain forms of hedging or monetization transactions (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or 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, pledging, or using as collateral, the Company’s securities in order to secure personal loans or other obligations is prohibited. The Company’s policy on insider trading has additional restrictions imposed on directors and executive officers (including our NEOs), limiting them from engaging in transactions involving the Company’s common stock and other securities (i) only during a Company-prescribed trading window of limited duration and (ii) only after seeking pre-clearance to avoid trading while in possession of material non-public information.

  106. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation provided to: (i) our Chief Executive Officer in 2024; (ii) our Chief Financial Officer of AXIS in 2024; and (iii) our other NEOs for 2024.

  107. 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 | 2024 | $1,050,000 | — | $4,076,576 | $2,686,425 | $108,825 | $7,921,826 | | | 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 | 2024 | $700,000 | — | $1,468,638 | $1,240,750 | $71,285 | $3,480,673 | | | 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 | | David Phillips Chief Investment Officer | 2024 | $625,000 | — | $1,039,132 | $994,375 | $48,700 | $2,707,207 | | | 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 | | Conrad Brooks Chief Administrative and Legal Officer | 2024 | $625,000 | — | $1,039,132 | $1,107,813 | $59,691 | $2,831,636 | | | 2023 | $529,167 | — | $715,121 | $660,000 | $47,382 | $1,951,670 | | | 2022 | $500,000 | | $708,149 | $537,000 | $62,960 | $1,808,109 | | Daniel Draper(5) Chief Underwriting Officer | 2024 | $583,326 | — | $831,349 | $1,077,695 | $65,611 | $2,557,981 | | | 2023 | $508,232 | — | $440,024 | $638,165 | $57,118 | $1,643,539 |

  108. 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 2024, 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, 2024. The final value of the PSUs granted in fiscal year 2024 will be determined subject to achievement under the rTSR measure and Adjusted DBVPS measure. The rTSR portion of the award reflects the fair value on the date of grant of the PSUs awarded, determined by using the Monte Carlo simulation: $71.65 per share for awards granted on January 30, 2024. The actual value may be more or less depending on the Company’s TSR performance during the applicable performance periods. For RSU awards and the portion of the PSU award that is based on Adjusted DBVPS measure, the fair value is the same as the closing stock price on the grant date. PSUs subject to market conditions and a service period requirement as defined under Topic 718, 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 2024 PSU awards would be: Mr. Tizzio –$5,073,214; Mr. Vogt - $1,537,293; Mr. Phillips – $878,348; Mr. Brooks – $878,348; and Mr. Draper - $702,740.

  109. Summary Compensation Table

    | 64 | AXIS 2025 Proxy Statement |

  110. Summary Compensation Table

    (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 2024 – 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 1.2681 USD per GBP for the fiscal year ended December 31, 2024 and 1.2662 USD per GBP for the fiscal year ended December 31, 2023.

  111. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information on plan-based annual incentive payments and equity awards (including PSUs and RSUs) granted in 2024 to each of our NEOs.

  112. Grants of Plan-Based Awards in 2024

    | 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 | 1/30/2024 | — | — | — | 9,641 | 38,565 | 77,130 | — | $2,536,607 | | | RSU Award | 1/30/2024 | — | — | — | — | — | — | 25,709 | $1,539,969 | | | Annual Incentive Award | N/A | — | $1,785,000 | $3,570,000 | — | — | — | — | — | | Peter Vogt | PSU Award | 1/30/2024 | — | — | — | 2,921 | 11,686 | 23,372 | — | $768,647 | | | RSU Award | 1/30/2024 | — | — | — | — | — | — | 11,686 | $699,991 | | | Annual Incentive Award | N/A | — | $875,000 | $1,750,000 | — | — | — | — | — | | David Phillips | PSU Award | 1/30/2024 | — | — | — | 1,669 | 6,677 | 13,354 | — | $439,174 | | | RSU Award | 1/30/2024 | — | — | — | — | — | — | 10,016 | $599,958 | | | Annual Incentive Award | N/A | — | $781,250 | $1,562,500 | — | — | — | — | — | | Conrad Brooks | PSU Award | 1/30/2024 | — | — | — | 1,669 | 6,677 | 13,354 | — | $439,174 | | | RSU Award | 1/30/2024 | — | — | — | — | — | — | 10,016 | $599,958 | | | Annual Incentive Award | N/A | — | $781,250 | $1,562,500 | — | — | — | — | — | | Daniel Draper | PSU Award | 1/30/2024 | — | — | — | 1,335 | 5,342 | 10,684 | — | $351,370 | | | RSU Award | 1/30/2024 | — | — | — | — | — | — | 8,013 | $479,979 | | | Annual Incentive Award | N/A | — | $729,158 | $1,458,316 | — | — | — | — | — |

  113. Grants of Plan-Based Awards in 2024

    (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.” Grant date is not applicable to annual incentive awards. (2)Represents the bonus opportunity for each of our NEOs in 2024 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)The PSUs awarded on January 30, 2024 vest in one installment on the third anniversary of the vesting commencement date of March 1, 2024, 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. (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 30, 2024 vest in four equal annual installments beginning on the first anniversary of the vesting commencement date of March 1, 2024. (11)See footnote 2 of the Summary Compensation Table for details of the Grant Date Fair Value of Stock Awards.

  114. Grants of Plan-Based Awards in 2024

    | 66 | AXIS 2025 Proxy Statement |

  115. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  116. Outstanding Equity Awards at 2024 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: Number of PSU Shares Unearned, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of PSU Shares Unearned, Units or Other Rights That Have Not Vested | | Vincent Tizzio | 1/1/2022(1) | 15,430 | $1,367,407 | — | — | | | 1/25/2022(2) | 5,349 | $474,028(4) | 20,574 | $1,823,268 | | | 1/24/2023(2) | 7,740 | $685,919(3) | 10,319 | $914,470 | | | 5/4/2023(2) | 15,165 | $1,343,922(3) | 30,331 | $2,687,933 | | | 1/30/2024(2) | 25,709 | $2,278,332(3) | 38,565 | $3,417,630 | | | | | | | Aggregate Market Value: | | | | | | | $14,992,909 | | Peter Vogt | 1/26/2021(2) | 2,615 | $231,741 | — | — | | | 1/25/2022(2) | 5,349 | $474,028(4) | 20,574 | $1,823,268 | | | 1/24/2023(2) | 7,740 | $685,919(3) | 10,319 | $914,470 | | | 1/30/2024(2) | 11,686 | $1,035,613(3) | 11,686 | $1,035,613 | | | | | | | Aggregate Market Value: | | | | | | | $6,200,653 | | David Phillips | 1/26/2021(2) | 2,092 | $185,393 | — | — | | | 1/25/2022(2) | 4,457 | $394,979(4) | 17,143 | $1,519,213 | | | 1/24/2023(2) | 6,450 | $571,599(3) | 8,599 | $762,043 | | | 1/30/2024(2) | 10,016 | $887,618(3) | 6,677 | $591,716 | | | | | | | Aggregate Market Value: | | | | | | | $4,912,561 | | Conrad Brooks | 1/26/2021(2) | 1,726 | $152,958 | — | — | | | 1/25/2022(2) | 3,477 | $308,132(4) | 8,915 | $790,047 | | | 1/24/2023(2) | 5,031 | $445,847(3) | 4,471 | $396,220 | | | 1/30/2024(2) | 10,016 | $887,618(3) | 6,677 | $591,716 | | | | | | | Aggregate Market Value: | | | | | | | $3,572,538 | | Daniel Draper | 1/26/2021(2) | 1,569 | $139,045 | — | — | | | 1/25/2022(2) | 3,120 | $276,494 | — | — | | | 1/24/2023(2) | 3,096 | $274,368(3) | 2,751 | $243,794 | | | 1/30/2024(2) | 8,013 | $710,112(3) | 5,342 | $473,408 | | | | | | | Aggregate Market Value: | | | | | | | $2,117,220 |

  117. Outstanding Equity Awards at 2024 Fiscal Year-End

    | AXIS 2025 Proxy Statement | 71 |

  118. Outstanding Equity Awards at 2024 Fiscal Year-End

    The market value of RSUs and PSUs is calculated by multiplying the closing price of AXIS stock as of December 31, 2024 ($88.62) (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 of February 1, 2022. (2)Represents RSUs that vest in four equal annual installments beginning on the first anniversary of the vesting commencement date of March 1 of the respective year of grant, except for Mr. Tizzio's May 2023 grant which has a vesting commencement date of June 1, 2023. (3)Represents PSUs at target that are not yet earned and remain subject to completion of a three year performance period. The vesting commencement date is March 1 of the respective year of grant, except for Mr. Tizzio's May 2023 grant which has a vesting commencement date of June 1, 2023. (4)Represents PSUs at 192% payout which vested in a single installment on March 1, 2025.

  119. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 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 2024 fiscal year. None of our NEOs acquired any shares as a result of the exercise of stock options.

  120. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Market Value Realized on Vesting | | Vincent Tizzio (1) | 25,738 | $1,575,143 | | Peter Vogt (2) | 10,212 | $621,502 | | David Phillips (2) | 8,584 | $522,422 | | Conrad Brooks (2) | 6,412 | $390,234 | | Daniel Draper (2) | 4,622 | $281,295 |

  121. Option Exercises and Stock Vested in 2024

    (1)Includes 15,429 shares of common stock that vested on February 1, 2024 (closing price of $57.16), 5,254 shares of common stock that vested on March 1, 2024 (closing price of $60.86) and 5,055 shares of common stock that vested on June 1, 2024 (closing price of $73.88) (2)All shares of common stock vested on March 1, 2024 based on a March 1, 2024 closing price of $60.86.

  122. Pension Benefits for 2024

    Pension Benefits for 2024 We have no defined benefit pension benefits for our NEOs.

  123. Pension Benefits for 2024

    | 72 | AXIS 2025 Proxy Statement |

  124. Non-Qualified Deferred Compensation for 2024

    Non-Qualified Deferred Compensation for 2024 The following table sets forth information regarding our NEOs’ deferred compensation arrangements that are not tax qualified.

  125. Non-Qualified Deferred Compensation for 2024

    | Name | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(3) | | Vincent Tizzio | — | — | $12,107 | | $76,109 | | Peter Vogt | — | — | $34,621 | — | $238,515 | | David Phillips | $46,875 | $28,000 | $24,526 | — | $734,471 | | Conrad Brooks | — | — | — | — | — | | Daniel Draper | — | — | — | — | — |

  126. Non-Qualified Deferred Compensation for 2024

    (1)The amount in this column is reported as compensation for fiscal year 2024 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 2024 plan year which were made in February 2025. Messrs. Tizzio, Vogt, Brooks and Draper 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 2024. (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 2023, Mr. Phillips ($29,500) and for 2022, Mr. Tizzio ($54,500) and Mr. Phillips ($32,000). 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.

  127. 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, 2024. 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 (collectively, Messrs. Tizzio, Vogt, Phillips, Brooks, and Draper, for purposes of this summary, the “Executives” and each, an "Executive"), to the benefits under their respective employment agreements upon termination of their employment.

  128. Potential Payments Upon Termination or Change in Control

    | AXIS 2025 Proxy Statement | 73 |

  129. Potential Payments Upon Termination or Change in Control

    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.

  130. 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 CEO), to the annual total compensation of Mr. Tizzio, calculated in a manner consistent with Item 402(u). For 2024, our last completed fiscal year: •The median of the annual total compensation of all of our employees, excluding Mr. Tizzio, was $154,806. •The annual total compensation of our CEO, Mr. Tizzio, was $7,921,826. •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 51:1. We determined that, as of December 31, 2024, our employee population consisted of 1,875 individuals (excluding the CEO). To identify our “median employee” from this employee population, we obtained from our internal compensation system total base pay amounts for 2024 for each employee in our global employee population. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Base pay 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, 2024. We annualized the base pay 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 pay amounts for all of the employees in the employee population other than Mr. Tizzio to determine our median employee. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2024 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.

  131. CEO Pay Ratio

    | 84 | AXIS 2025 Proxy Statement |

  132. Pay Versus Performance Table and Disclosures

    Pay Versus Performance Table and Disclosures As required by Section 953(a) of the Dodd-Frank 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 2024.

  133. Pay Versus Performance Table

    Pay Versus Performance Table

  134. 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 000s) | OROACE | | (a) | (b)(1) | (c)(2) | (d) (3) | (e) (2) | (f)(4) | (g)(2) | (h)(5) | (i)(6) | (j)(7) | (k)(8) | | 2024 | $7,921,826 | $18,588,646 | N/A | N/A | $2,894,374 | $5,622,806 | $174.90 | $227.67 | $1,081,786 | 18.6% | | 2023 | $6,796,633 | $6,958,725 | $21,256,443 | $14,198,305 | $2,306,160 | $2,067,591 | $106.70 | $168.05 | $376,292 | 11.0% | | 2022 | N/A | N/A | $11,560,795 | $8,860,715 | $4,122,675 | $3,803,233 | $101.10 | $151.65 | $223,083 | 11.1% | | 2021 | N/A | N/A | $9,311,214 | $9,978,155 | $3,325,710 | $3,459,324 | $98.50 | $127.58 | $618,609 | 9.1% | | 2020 | N/A | N/A | $7,265,614 | $3,748,070 | $2,236,139 | $1,671,405 | $88.10 | $106.96 | ($120,424) | (3.7)% |

  135. 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 and 2024, 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 return 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)The dollar amounts reported represent the net income (loss) as reported in the Company’s audited financial statements for the applicable year. The amounts for prior years differ from the amounts reported in our 2024 proxy statement to align with clarifying guidance from the SEC. (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 2024 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.

  136. Pay Versus Performance Table

    | AXIS 2025 Proxy Statement | 85 |

  137. 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 grant date 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 2024.

  138. 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) | | Vincent Tizzio | 2024 | $7,921,826 | $(4,076,576) | $14,743,396 | — | — | $18,588,646 | | Average Other NEOs | 2024 | $2,894,374 | $(1,094,563) | $3,822,994 | — | — | $5,622,806 |

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

    (1)Reflects compensation of our CEO, Mr. Tizzio, 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 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.

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

    | 86 | AXIS 2025 Proxy Statement |

  141. 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 2024, 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, 2024.

  142. Pay Versus Performance Relationship

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

  143. Pay Versus Performance Relationship

    | AXIS 2025 Proxy Statement | 87 |

  144. Pay Versus Performance Relationship

    | 88 | AXIS 2025 Proxy Statement |

  145. Non-Management Directors

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | W. Marston Becker | $121,562 | $249,968 | — | $371,530 | | Charles Davis | — | $269,939 | — | $269,939 | | Anne Melissa Dowling | $135,000 | $149,948 | — | $284,948 | | Stanley Galanski | $116,274 | $149,948 | — | $266,222 | | Elanor Hardwick(3) | $380,414 | $149,948 | — | $530,362 | | Michael Millegan | $135,000 | $149,948 | — | $284,948 | | Thomas Ramey | $121,863 | $149,948 | — | $271,811 | | Henry Smith(3) | $173,384 | $299,896 | — | $473,280 | | Axel Theis(3) | $246,153 | $174,912 | — | $421,065 | | Barbara Yastine | — | $289,965 | — | $289,965 | | Lizabeth Zlatkus | $100,000 | $209,916 | — | $309,916 |