DEF 14A of Axis Capital Holdings LTD, Apr 2, 2026

DEF 14A of Axis Capital Holdings LTD

Filed Apr 2, 2026 · FY20250001214816-26-000149

Open on EDGAR

  1. “Fit for Purpose” in a Dynamic Risk Environment

    | Outstanding Equity Awards at 2025 Fiscal Year-End | 65 | | Option Exercises and Stock Vested in 2025 | 66 | | Pension Benefits for 2025 | 66 | | Non-Qualified Deferred Compensation for 2025 | 67 | | Potential Payments Upon Termination or Change in Control | 67 | | CEO Pay Ratio | 78 | | Pay Versus Performance Table and Disclosures | 79 | | 2025 Director Compensation | 83 | | Non-Management Directors | 83 | | Directors Annual Compensation Program | 84 | | Equity Compensation Plan Information | 85 | | Audit Committee Report | 86 | | Proposal 3: Appointment of Independent Auditors | 87 | | Principal Accountant Fees and Services | 89 | | Audit and Non-Audit Fees | 89 | | Pre-Approval Policy | 89 | | Shareholder Proposals and Director Nominations for 2027 Annual Meeting | 90 | | Voting and Meeting Information | 91 | | Appendix 1: Non-GAAP Financial Measures Reconciliation (unaudited) | A-1 |

  2. Executive Compensation

    Executive Compensation Key compensation actions for 2025 include aligning pay and performance by: •Rewarding outstanding underlying financial results and execution on our strategic business priorities in 2025 by paying our CEO and Named Executive Officers: –annual incentive awards at a range of 129.2% to 159.5% of target. –annual equity awards at a range of 100% to 122% of target. •Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s sole financial metric for its performance-vesting restricted stock unit awards (“PSUs”) issued in 2023 (with a three-year performance period ending at the end of fiscal year 2025). –These PSUs paid out at 200%, as a result of the Company's ranking in the 93rd percentile of our PSU peer group.

  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 Sustainability 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 •Executive severance plan which provides 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 | | W. Marston Becker | 73 | II | Independent Director | June 2020 | | Michael Millegan | 67 | II | Independent Director | April 2021 | | Lizabeth Zlatkus | 67 | II | Independent Director | March 2019 |

  6. Director Nominees

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

  7. Director Nominees

    | | 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: 73 | | | 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 Sustainability Committee and Human Capital and Compensation Committee | |

  8. Director Nominees

    | 10 | AXIS 2026 Proxy Statement |

  9. Director Nominees

    | | 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: 67 | | | 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 | |

  10. Director Nominees

    | | 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: 67 | | | Education: B.S. from Pennsylvania State University | | | Committees: Member of Audit Committee, Finance Committee, and Executive Committee | |

  11. Director Nominees

    | AXIS 2026 Proxy Statement | 11 |

  12. Directors Continuing in Office

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

  13. Directors Continuing in Office

    | Name | Age | Class | Position | Since | | Charles Davis | 77 | I | Independent Director | November 2001 | | Anne Melissa Dowling | 67 | III | Independent Director | January 2020 | | Stanley Galanski | 67 | III | Independent Director | January 2024 | | Elanor Hardwick | 53 | I | Independent Director | November 2018 | | Henry Smith | 77 | III | Independent Director | May 2004 | | Axel Theis | 68 | I | Independent Director | April 2021 | | Vincent Tizzio | 59 | III | President and Chief Executive Officer | May 2023 | | Barbara Yastine | 66 | I | Independent Director | July 2018 |

  14. 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 •Beta Technologies since 2020 (went public in 2025). •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: 77 | | | 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 | |

  15. Directors Continuing in Office

    | 12 | AXIS 2026 Proxy Statement |

  16. Directors Continuing in Office

    | | Anne Melissa Dowling | | | Experience •Served as Director of Insurance for the State of Illinois from 2015 to 2017 and as Deputy (and Acting) Commissioner of Insurance for the State of Connecticut from 2011 to 2015. •Held executive management roles in the areas of investments, treasury, strategic planning and marketing and governance at Massachusetts Mutual Financial Group, Connecticut Mutual Life Insurance Company, Travelers Insurance Company, and at Aetna Life & Casualty, where she began her career in 1982. •Holds the Chartered Financial Analyst designation. U.S.-listed Company Boards None. The Board believes that Ms. Dowling is qualified to serve as a director based on her insurance industry expertise including 25 years of executive management in the private sector and, most recently in the public sector, as Director of the Illinois Department of Insurance. | | Age: 67 | | | Education: B.A. from Amherst College and M.B.A. from Columbia Business School | | | Committees: Chair of Finance Committee and Member of Risk Committee | |

  17. Directors Continuing in Office

    | | 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: 67 | | | Education: B.A. from the University of Pittsburgh | | | Committees: Member of Finance Committee and Risk Committee | |

  18. Directors Continuing in Office

    | AXIS 2026 Proxy Statement | 13 |

  19. 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: 53 | | | Education: M.A. from the University of Cambridge and M.B.A. from Harvard Business School | | | Committees: Chair of Corporate Governance, Nominating, and Sustainability Committee and Member of Human Capital and Compensation Committee | |

  20. Directors Continuing in Office

    | 14 | AXIS 2026 Proxy Statement |

  21. Directors Continuing in Office

    | | Henry Smith | | | Experience •Served as the Chief Executive Officer and President of W.P. Stewart & Co., Ltd. from May 2005 to March 2006. •Former Chief Executive Officer of the Bank of Bermuda Limited from March 1997 to March 2004. •Joined the Bank of Bermuda in 1973 serving in various senior positions including Executive Vice President and Chief Operations Officer, Executive Vice President Europe, and Senior Vice President and General Manager, Retail Banking. U.S.-listed Company Boards None. The Board believes that Mr. Smith is qualified to serve as a director based on his background and extensive international banking experience, including his 31-year career with the Bank of Bermuda. | | Age: 77 | | | Education: B.A. from Trinity College-Hartford | | | Committees: Member of Executive Committee, Audit Committee, and Corporate Governance, Nominating, and Sustainability Committee | |

  22. 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: 68 | | | Education: Ph.D. from the Eberhard Karls Universität Tübingen | | | Committees: Chair of Risk Committee and Member of Audit Committee | |

  23. Directors Continuing in Office

    | AXIS 2026 Proxy Statement | 15 |

  24. Directors Continuing in Office

    | | Vincent Tizzio | | | Experience •Serves as our President and Chief Executive Officer. Mr. Tizzio previously served as CEO, Specialty Insurance and Reinsurance from June 2022 to May 2023 and as a Senior Advisor - Insurance Market Strategy from January 2022 to June 2022. •Served as Executive Vice President and Head of Global Specialty at The Hartford, 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: 59 | | | Education: Education: B.S. from Adelphi University | | | Committees: Member of Executive Committee | |

  25. 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: 66 | | | Education: B.A. in Journalism from New York University and M.B.A. from New York University | | | Committees: Chair of Audit Committee and Member of Finance Committee | |

  26. Directors Continuing in Office

    | 16 | AXIS 2026 Proxy Statement |

  27. Consideration of Director Nominees Recommended by Shareholders

    Consideration of Director Nominees Recommended by Shareholders The Corporate Governance, Nominating, and Sustainability 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 Sustainability 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 29 Richmond Road, 3rd Flr, Pembroke HM 08, Bermuda.

  28. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding beneficial ownership of our common shares as of March 16, 2026 by (i) each person or group known to us to be the beneficial owner of more than 5% of our common shares, and by (ii) each director and named executive officer of AXIS, and (iii) all of the directors and executive officers of AXIS as a group, each as of the date of our proxy statement filing (April 2, 2026). The information provided in the table below is based on our records, information filed with the SEC (upon which we rely pursuant to applicable SEC regulations), and information provided to us.

  29. Directors and Executive Officers

    | | Common Shares Beneficially Owned | | | Name of Beneficial Owner - Directors and Executive Officers | Number of Common Shares(1) | Percent of Class(1) | | Vincent Tizzio | 70,867 | * | | W. Marston Becker | 27,437 | * | | Charles Davis | 63,719 | * | | Anne Melissa Dowling | 16,140 | * | | Stanley Galanski | 15,022 | * | | Elanor Hardwick | 18,379 | * | | Michael Millegan | 12,275 | * | | Henry Smith | 48,889 | * | | Axel Theis | 11,778 | * | | Barbara Yastine | 21,354 | * | | Lizabeth Zlatkus | 24,525 | * | | Matthew Kirk(2) | — | * | | David Phillips | 79,854 | * | | Conrad Brooks | 54,528 | * | | Daniel Draper | 6,228 | * | | All directors and executive officers as a group (15 persons) | 470,995 | 0.6% |

  30. Directors and Executive Officers

    *Less than 1% (1)Unless otherwise indicated, the number of common shares beneficially owned and percentage of outstanding common shares are based on 74,100,717 common shares outstanding as of March 16, 2026. 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)Mr. Kirk assumed the role of Chief Financial Officer effective March 31, 2026, succeeding Peter Vogt. Mr. Vogt had 98,332 common shares as of March 16, 2026.

  31. Directors and Executive Officers

    | 28 | AXIS 2026 Proxy Statement |

  32. Directors and Executive Officers

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

  33. Directors and Executive Officers

    | Name | Age | Current Position | | Vincent Tizzio(1) | 59 | President and Chief Executive Officer | | Matthew Kirk(2) | 52 | Chief Financial Officer | | David Phillips | 57 | Chief Investment Officer | | Conrad Brooks | 64 | Chief Administrative and Legal Officer | | Daniel Draper | 46 | Group Chief Underwriting Officer and Head of AXIS Re |

  34. Directors and Executive Officers

    (1)Mr. Tizzio's biography is available under "Proposal 1. Election of Directors - Director Nominees." (2)Mr. Kirk assumed the role of Chief Financial Officer effective March 31, 2026, succeeding Peter Vogt, who departed the Company on April 1, 2026.

  35. Matthew Kirk

    Matthew Kirk Matthew Kirk was appointed Chief Financial Officer of AXIS Capital on March 31, 2026. He previously served as special advisor to the CEO from October 31, 2025 until his appointment as CFO. Mr. Kirk joined AXIS from Enstar Group Limited, where he served as CFO overseeing the company’s global finance functions since 2023. From 2020 to 2023, he was Group Treasurer at Enstar, responsible for treasury, capital management, and investor relations. Before joining Enstar, Mr. Kirk held senior leadership roles at Sirius International Insurance Group, including Group Treasurer, President, and Managing Director of Sirius Investment Advisors. He began his career at Arthur Andersen as an Assurance and Business Advisory Manager. Mr. Kirk received his B.S. from the University of Delaware and an M.B.A. from Columbia University.

  36. Peter Vogt

    Peter Vogt Peter Vogt was appointed Chief Financial Officer of AXIS Capital in January 2018. On August 14, 2025, AXIS Capital announced that Matthew Kirk would assume the role of Chief Financial Officer effective March 31, 2026, succeeding Peter Vogt, who departed the Company on April 1, 2026. Mr. Vogt 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.

  37. Peter Vogt

    | AXIS 2026 Proxy Statement | 29 |

  38. David Phillips

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

  39. 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. On March 26, 2026, the Company announced Mr. Brooks will be departing December 31, 2026. 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 M.B.A. (Finance) from Old Dominion University, and his. J.D. from Georgia State University College of Law.

  40. 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, and was additionally appointed as the Head of AXIS Re in February 2026. 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.

  41. Daniel Draper

    | 30 | AXIS 2026 Proxy Statement |

  42. Daniel Draper

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

  43. 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 2027.

  44. Daniel Draper

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

  45. Daniel Draper

    | 32 | AXIS 2025 Proxy Statement |

  46. Daniel Draper

    | Letter from the Human Capital and Compensation Committee Chair |

  47. Daniel Draper

    Dear Fellow Shareholder: The Human Capital and Compensation Committee oversees our Company’s executive compensation program, which is designed to reward strong performance and effective leadership in a dynamic business environment. Both our financial and non-financial targets were surpassed, as the Company delivered one of its strongest performances in its history. Despite another year of elevated global catastrophe activity, AXIS achieved ROACE of 17.3%, OROACE(1) of 18.1% and an 18.3% increase in book value per diluted common share, while AXIS’ common shares delivered a total shareholder return of 22.9% in 2025 — surpassing the 17.9% return of the S&P 500 Index and the 10.1% return of the S&P 500 P&C Index. Furthermore, in 2025, strong premium production, underwriting performance, and net investment income drove record operating earnings per share for the year. The Company made significant progress advancing its strategic business goals and strengthening its long term positioning. In 2025, the team delivered: (i) strong underwriting results while producing new business; (ii) accelerated its “How We Work” transformation program to enhance efficiency, technology enablement, and integration; (iii) reinforced AXIS’ standing as a specialty leader supported by improved customer and broker perceptions; and (iv) advanced key culture and people initiatives, including leadership development and the launch of new Company-wide values and behaviors.

  48. 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 159.5% for the CEO. For the Company's other named executive officers, payouts under the annual incentive plan ranged between 129.2% - 153.2% based on their individual performance in advancing the Company's strategic priorities, along with the financial metrics under the plan. (1)The OROACE calculation for the Annual Incentive Plan resulted in an Adjusted OROACE of 18.5%. For more information see "Financial Results used to Evaluate Compensation."

  49. Aligning Pay and Performance

    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% performance-vesting restricted stock unit awards ("PSUs") and 40% of time-vesting restricted stock units (“RSUs”). In 2026, the CEO was granted an equity award equal to 120% of his target reflecting his strong performance in 2025. In addition, he received a special equity award of $3,500,000 in recognition of his exceptional performance, the delivery of record financial results and the strengthening of the Company’s strategic positioning as a top‑tier specialty insurer and reinsurer. The special equity award consists of 60% PSUs and 40% RSUs, so more than half of the award will vest only if total shareholder return hurdles are met over the three‑year performance period. The award is designed to encourage continued focus on driving improved stock performance and to align with long-term shareholder outcomes. The annual equity awards for the other named executive officers ranged between 100% - 122% of target based on each officer's individual performance in 2025. For all officers continuing in office, the total grant value of the equity awards consists of 40% PSUs and 60% RSUs. The performance period for the PSU awards granted to the CEO and other named executive officers in January 2023 ended on December 31, 2025. 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, 2025 ranked in the 93rd percentile of our PSU peer group, resulting in a payout factor of 200%. The Human Capital and Compensation Committee regularly evaluates the metrics under our short term and long-term incentive plans. We believe the design of our current compensation program appropriately incentivizes and motivates our senior executives to achieve long-term, sustainable value for our shareholders without taking unreasonable risks.

  50. Financial Results used to Evaluate Compensation

    Financial Results used to Evaluate Compensation The Human Capital and Compensation Committee (also referred to as the "Committee" in the Compensation Discussion & Analysis and Executive Compensation sections) uses several financial metrics to evaluate compensation. Under the Annual Incentive Plan (“AIP”), the sole financial metric is operating return on average common equity (“OROACE”). To more fairly assess the Company’s underlying performance for the year, the Committee evaluated OROACE excluding unrealized gains (losses) on available-for-sale investments, net of tax, arising during the year (“Adjusted OROACE”). For performance‑vesting restricted stock unit awards (“PSUs”), relative total shareholder return compared to our performance peers (“rTSR”) served as the sole financial metric for awards issued in 2023. Beginning in 2024, PSU awards also include a second metric: the Company’s average annual growth in book value per diluted common share, generally adjusted for dividends, unrealized investment gains (losses) recognized in accumulated other comprehensive income (loss) and share repurchases (“Adjusted DBVPS”). In addition, total shareholder return compound annual growth rate (“TSR CAGR”) is the performance metric for the PSUs granted to our Chief Executive Officer in connection with his 2023 promotion and the special equity award approved on January 27, 2026 in recognition of his 2025 performance.

  51. Shareholder Return Results

    Shareholder Return Results Vincent Tizzio was appointed as President and Chief Executive Officer on May 4, 2023. The graphs below illustrate the positive progress made under his leadership, showing the Company’s TSR CAGR from his appointment through December 31, 2025, as well as the Company’s one‑year total shareholder return ("TSR") for 2025. The TSR CAGR reflects the compound annual growth rate of an investment in AXIS common stock beginning on May 4, 2023, assuming the reinvestment of dividends. TSR CAGR is the performance metric for the PSUs granted to our Chief Executive Officer in connection with his 2023 promotion and the special equity award approved on January 27, 2026 in recognition of his 2025 performance.

  52. Other NEO Average Target Mix of Pay(2)

    Other NEO Average Target Mix of Pay(2) (1)This chart illustrates the target mix of pay for our CEO for the 2025 performance year and excludes the special award for Mr. Tizzio awarded in January 2026. (2)Represents the average target mix of pay for NEOs excluding the CEO. The PSU average target mix of pay for other NEOs excluding Mr. Vogt is 15%. Given Mr. Vogt's departure in 2026, his 2025 performance year equity award was granted 100% in RSUs.

  53. 2025 Pay and Performance – CEO Compensation

    2025 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. The Committee oversees the Company’s executive compensation program, which is designed to reward leaders for strong performance, sound judgment, and effective leadership in a dynamic business environment. This oversight includes compensation for the Company’s Chief Executive Officer, Vince Tizzio, whose exceptional leadership has been a key driver of AXIS’s sustained success and strong track record. •Annual Incentive: The Committee awarded the CEO an annual incentive payment pursuant to the prescribed CEO formula based on Company performance (the Company's OROACE) and individual performance for the year, generating an overall payout score of 159.5%. •Long-Term Incentive Award: Given the extraordinary accomplishments of 2025, the Committee awarded the CEO a long-term incentive award of $6,000,000 (in comparison to his $5,000,000 target award) for performance year 2025. Factors considered by the Committee include Company and Mr. Tizzio's individual performance. Mr. Tizzio's equity award is a mix of 60% PSUs and 40% RSUs. •Special Equity Award: In consultation with our independent compensation consultant, the Committee awarded the CEO a special equity award of $3,500,000 in recognition of his exceptional performance, the delivery of record financial results and the strengthening of the Company’s strategic positioning as a top‑tier specialty insurer and reinsurer. Since May 2023 (when Mr. Tizzio was appointed President and CEO) through December 31, 2025, the Company has achieved a TSR CAGR of 33.2%, significantly exceeding the S&P 500 index CAGR of 23.4% over the same period. The Committee reviewed a comprehensive analysis of compensation practices among peer companies, as prepared by its independent compensation consultant. The Committee determined that the special equity award appropriately balances the need to incentivize strong shareholder returns while maintaining alignment with market practices and the Company’s pay-for-performance philosophy.

  54. 2025 Pay and Performance – CEO Compensation

    The award is designed to encourage continued focus on driving improved stock performance and to align with long-term shareholder outcomes. Aligned with Mr. Tizzio's annual LTI award, his special equity award is a mix of 60% PSUs and 40% RSUs, so more than half of the award will vest only if TSR hurdles are met over the three‑year performance period (January 1, 2026 through December 31, 2028). The number of PSUs earned will be determined based on the Company’s TSR CAGR over the three-year performance period. Footnote 1 below contains a summary of the performance scale chart for this award.(1) The Committee has a longstanding belief that CEO compensation should directly reflect the Company's performance with an emphasis on creating long-term shareholder value. As a result of the Company's excellent performance, below is a summary of Mr. Tizzio's actual total compensation for 2025.

  55. 2025 Pay and Performance – CEO Compensation

    | | 2025 Performance Year | | Base Salary | $1,100,000 | | Actual Incentive | $3,070,375 | | Annual RSUs (Time-Based) | $2,400,000 | | Annual PSUs (Awarded at Target) | $3,600,000 | | Total Annual Performance Year Compensation | $10,170,375 | | Special Equity Award: | | | RSUs (Time-Based) | $1,400,000 | | PSUs (Awarded at Target)(1) | $2,100,000 | | Total Awarded Compensation | $13,670,375 |

  56. 2025 Pay and Performance – CEO Compensation

    | | Special Equity Award Performance Scale - Absolute TSR CAGR | | | | TSR CAGR | Vesting | | Maximum | 19% | 200% | | Target | 12% | 100% | | Threshold | 5% | 50% | | Minimum | <5% | 0% |

  57. 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 | | | ☑ | Maintain Clawback Policy for incentive-based compensation, aligned with 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 |

  58. 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.

  59. 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. When evaluating compensation, OROACE is adjusted to exclude unrealized gains (losses) on available-for-sale investments, net of tax, arising during the year. •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 for our industry. •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. |

  60. Key Incentive Plan Metrics

    | AXIS 2026 Proxy Statement | 43 |

  61. 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 a Long-Term Incentive ("LTI") award at the end of each year.

  62. 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 –Adjusted when evaluating compensation to exclude unrealized gains (losses) on available-for-sale investments, net of tax, arising during the year –Measures rate of return earned on capital and surplus adjusted to exclude unrealized gains (losses) on available-for-sale investments, net of tax, arising during the year –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" –Includes a TSR governor, so that a PSU award cannot exceed target if absolute TSR is negative | | | | | •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 |

  63. Elements of Executive Compensation

    (1)Reflects PSU performance metrics for annual 2024, 2025 and 2026 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 and a special equity award of $3,500,000 in January 2026. 60% of each award is in the form of PSUs based on absolute TSR CAGR and 40% of which is in the form of RSUs.

  64. Annual Incentive Awards

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

  65. Annual Incentive Awards

    | Name | 2024 Bonus Target | 2025 Bonus Target | 2026 Bonus Target | | Vincent Tizzio | 170% | 175% | 200% | | Peter Vogt | 125% | 125% | 125% | | David Phillips | 125% | 125% | 125% | | Conrad Brooks | 125% | 125% | 125% | | Daniel Draper | 125% | 125% | 125% |

  66. Annual Incentive Awards

    | AXIS 2026 Proxy Statement | 45 |

  67. Annual Incentive Awards

    For 2025, 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 2025, which was less than 2024 OROACE, the Committee considered several factors. Catastrophe and weather-related losses in 2024 were lower than our long-term average catastrophe and weather-related losses. In addition, our effective income tax rate in 2024 was lower than the 2025 plan effective income tax rate. This was primarily due to the application of a 15% corporate income tax enacted in Bermuda for fiscal year beginning January 1, 2025. Our target OROACE goal for 2025 was 16.2% and the Company achieved an Adjusted OROACE of 18.5% which yielded a Company Financial Performance result of 146%. The Human Capital and Compensation Committee applied the bonus formula utilizing the Adjusted 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(1) | | | | | OROACE Achievement | Multiplier | | Maximum | 21.2% + | 200% | | Target | 16.2% | 100% | | Threshold | 11.2% | 50% |

  71. Company Financial Performance Goals and Results

    (1)The table above sets forth the threshold, target and maximum performance level, as well as the respective payout factor for the OROACE portion of the Annual Incentive Plan. For results between the applicable threshold, target or maximum levels performance level payouts are determined using linear interpolation.

  72. Company Financial Performance Goals and Results

    | 46 | AXIS 2026 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 2025, our investment portfolio was generally aligned with the neutral benchmark, resulting in Mr. Phillips receiving a performance score of 101% for the Investment Business Unit Financial portion of his bonus.

  74. Annual Incentive Plan Performance Results and Payouts

    Annual Incentive Plan Performance Results and Payouts

  75. Annual Incentive Plan Performance Results and Payouts

    | Vincent Tizzio | | | | | | | 2025 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $1,443,750 | 75% | 146% | 110% | | | Individual Non-Financial | $481,250 | 25% | 200% | 50% | | | TARGET INCENTIVE | $1,925,000 | 100% | TOTAL ACTUAL | 159.5% | $3,070,375 |

  76. Annual Incentive Plan Performance Results and Payouts

    | Peter Vogt | | | | | | | 2025 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% | 146% | 102% | | | Individual Non-Financial | $262,500 | 30% | 150% | 45% | | | TARGET INCENTIVE | $875,000 | 100% | TOTAL ACTUAL | 147.2% | $1,288,000 |

  77. Annual Incentive Plan Performance Results and Payouts

    | David Phillips | | | | | | | 2025 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% | 146% | 80% | | | Investment Unit Financial | $234,375 | 30% | 101% | 30% | | | Individual Non-Financial | $117,188 | 15% | 125% | 19% | | | TARGET INCENTIVE | $781,250 | 100% | TOTAL ACTUAL | 129.2% | $1,009,609 |

  78. Annual Incentive Plan Performance Results and Payouts

    | Conrad Brooks | | | | | | | 2025 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% | 146% | 102% | | | Individual Non-Financial | $234,375 | 30% | 150% | 45% | | | TARGET INCENTIVE | $781,250 | 100% | TOTAL ACTUAL | 147.2% | $1,150,000 |

  79. Annual Incentive Plan Performance Results and Payouts

    | Daniel Draper | | | | | | | 2025 Metric | (A) Target Incentive | (B) Weighting | (C) Performance Result | (D) = B*C Payout Factor | (E) = D*A Actual Incentive Earned | | Company Financial | $579,522 | 70% | 146% | 102% | | | Individual Non-Financial | $248,366 | 30% | 170% | 51% | | | TARGET INCENTIVE | $827,888 | 100% | TOTAL ACTUAL | 153.2% | $1,268,324 |

  80. Annual Incentive Plan Performance Results and Payouts

    | 48 | AXIS 2026 Proxy Statement |

  81. 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 "2017 LTEP”). Equity awards directly link the compensation of our NEOs to the interests of our shareholders. With respect to PSUs, 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 2017 LTEP, the following types of equity awards are granted to our NEOs: (a) RSUs; and (b) PSUs. These equity awards are summarized in the table below:

  82. Long-Term Incentive Awards

    | RSUs CEO: 40% RSUs Other NEOs: 50% or 60% RSUs (1) | PSUs CEO: 60% PSUs Other NEOs: 50% or 40% PSUs (1) | | •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(2) –2024, 2025 and 2026 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 |

  83. Long-Term Incentive Awards

    (1)Given the anticipated departure of Mr. Vogt in 2026, Mr. Vogt’s equity award for 2026 (based on 2025 performance) was issued in 100% RSUs since he will not be employed for the full performance period. His equity award for 2025 (based on 2024 performance) was issued in 50% RSUs and 50% PSUs. Pursuant to his existing employment agreement, all outstanding RSUs and PSUs vest immediately upon a qualifying termination. For more information, see "Employment and Other Agreements with Named Executive Officers". (2)Mr. Tizzio's PSU award granted in May 2023 and January 2026 are based on three-year absolute TSR CAGR.

  84. 2025 Equity Awards Reflected in the Summary Compensation Table (Relating to 2024 Performance)

    2025 Equity Awards Reflected in the Summary Compensation Table (Relating to 2024 Performance) In 2025, NEOs were awarded equity awards related to their 2024 performance ranging from 110% to 125% of their target values. The Committee evaluates 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 2025 for the 2024 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.

  85. Long-Term Incentive Performance Goals for PSU Awards Granted in 2025 (Relating to 2024 Performance)

    Long-Term Incentive Performance Goals for PSU Awards Granted in 2025 (Relating to 2024 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 “2025 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 2025 have a performance period of January 1, 2025 through December 31, 2027.

  86. Long-Term Incentive Performance Goals for PSU Awards Granted in 2025 (Relating to 2024 Performance)

    | AXIS 2026 Proxy Statement | 49 |

  87. Vesting of 2023 PSU Awards

    Vesting of 2023 PSU Awards The PSU awards that were granted in early 2023 vested in March 2026 based on the Company’s growth in TSR relative to its peer group. The performance period for the PSUs granted in 2023 was January 1, 2023 through December 31, 2025. As of December 31, 2025, the three-year TSR ranked at approximately the 93rd percentile of the peer group that was determined at the time of grant. This resulted in a payout factor of 200% . The tables below describe the number of PSUs earned based on performance, along with the performance scale used to determine the number of PSUs earned for our 2023 awards.

  88. Vesting of 2023 PSU Awards

    | | PSUs Awarded in 2023 Performance Period (January 2023 - December 2025) | | | Name | Number of Target PSUs Granted | Number of PSUs Earned Based on Performance | | Vince Tizzio | 10,319 | 20,638 | | Peter Vogt | 10,319 | 20,638 | | David Phillips | 8,599 | 17,198 | | Conrad Brooks | 4,471 | 8,942 | | Daniel Draper | 2,751 | 5,502 |

  89. Vesting of 2023 PSU Awards

    | | 2023 Performance Scale Used to Determine Number of PSUs Earned | | | | rTSR Percentile | Vesting | | Maximum | ≥ 85th | 200% | | Target | 55th | 100% | | Threshold | 25th | 25% | | Minimum | < 25th | 0% |

  90. 2026 Equity Awards (Relating to 2025 Performance Year)

    2026 Equity Awards (Relating to 2025 Performance Year) The Committee believes that awarding a mix of both RSUs and PSUs creates a balanced long-term incentive program. The RSUs provide the Company with a strong retention tool for its executives while also incentivizing our executive team to drive an overall increase in TSR and DBVPS over the performance period. The Committee approved equity awards ranging from 100% to 122% 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 2025. As previously detailed, Mr. Tizzio also received a special equity award in 2026 of $3,500,000. The table below reflects the value of LTI communicated to each NEO in January 2026. 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 2025" table in next year’s proxy statement. Given the anticipated departure of Mr. Vogt in 2026, Mr. Vogt’s equity award for 2026 (based on 2025 performance) was issued in 100% RSUs since he will not be employed for the full performance period. Pursuant to his existing employment agreement, all outstanding RSUs and PSUs vest immediately upon a qualifying termination. For more information, see "Employment and Other Agreements with Named Executive Officers". In January 2026, the Committee approved new 2026 LTI targets for Mr. Tizzio and Mr. Draper of $6,000,000 and $1,000,000, respectively. These increases to annual LTI targets were based on market positioning, performance, or expansion of responsibilities and roles.

  91. 2026 Equity Awards (Relating to 2025 Performance Year)

    | 50 | AXIS 2026 Proxy Statement |

  92. 2026 Equity Awards (Relating to 2025 Performance Year)

    | | 2026 Equity Awards (Relating to 2025 Performance) | | | | | | | Name | RSUs (%) | RSUs ($) | PSUs (%) | PSUs ($) | Total | Total as a % of 2025 LTI Target | | Vincent Tizzio | 40% | $2,400,000 | 60% | $3,600,000 | $6,000,000 | 120% | | Vincent Tizzio - Special Award | 40% | $1,400,000 | 60% | $2,100,000 | $3,500,000 | —% | | Peter Vogt | 100% | $1,400,000 | —% | $0 | $1,400,000 | 100% | | David Phillips | 60% | $600,000 | 40% | $400,000 | $1,000,000 | 100% | | Conrad Brooks | 60% | $480,000 | 40% | $320,000 | $800,000 | 100% | | Daniel Draper | 60% | $660,000 | 40% | $440,000 | $1,100,000 | 122% |

  93. 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 2025, 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.

  94. Peer Benchmarking

    | AXIS 2026 Proxy Statement | 53 |

  95. 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.

  96. Peer Benchmarking

    | 2025 Compensation Benchmarking Peer Group(1) | | | •American Financial Group, Inc. •Arch Capital Group Ltd. •Beazley plc •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Group, Ltd. •The Hanover Insurance Group, Inc. •Hiscox Ltd. •Kemper Corporation •Markel Group Inc. •RenaissanceRe Holdings Ltd. •RLI Corp. •Selective Insurance Group, Inc. •SiriusPoint Ltd. •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 |

  97. Peer Benchmarking

    (1)Effective for 2026, the following change was made to the Compensation Peer Group: Added - The Hartford Insurance Group, Inc.

  98. Peer Benchmarking

    | 2025 Performance Peer Group | | | | •American Financial Group, Inc. •American International Group Inc. •Arch Capital Group Ltd. •Beazley plc •Bowhead Specialty Underwriters, Inc. •Chubb Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Group, Ltd. •Fairfax Financial Holdings Limited •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •Hiscox Ltd. | •Kemper Corporation •Kinsale Capital Group, Inc. •Lancashire Holdings Limited •Markel Group Inc. •Münchener Re •QBE Insurance Group Limited •RenaissanceRe Holdings Ltd. •RLI Corp. •SCOR SE •Selective Insurance Group, Inc. •SiriusPoint Ltd. •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 •Representative of the marketplace for investment capital |

  99. Peer Benchmarking

    | 54 | AXIS 2026 Proxy Statement |

  100. 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.

  101. Severance Benefits

    | AXIS 2026 Proxy Statement | 55 |

  102. 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 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.

  103. Timing of Equity Award Grant

    Timing of Equity Award Grant We do not currently grant stock options or similar awards, and none of our NEOs held any unexercised stock options or similar awards as of December 31, 2025. We historically do not time stock options or similar awards in coordination with the release of material non-public information. We do not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  104. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation provided to: (i) our Chief Executive Officer in 2025; (ii) our Chief Financial Officer in 2025; and (iii) our other NEOs for 2025.

  105. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Vincent Tizzio President and Chief Executive Officer | 2025 | $1,100,000 | $5,299,641 | $3,070,375 | $172,009 | $9,642,025 | | | 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 | | Peter Vogt Chief Financial Officer | 2025 | $700,000 | $1,605,959 | $1,288,000 | $70,960 | $3,664,919 | | | 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 | | David Phillips Chief Investment Officer | 2025 | $625,000 | $1,137,665 | $1,009,609 | $48,500 | $2,820,774 | | | 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 | | Conrad Brooks Chief Administrative and Legal Officer | 2025 | $625,000 | $930,902 | $1,150,000 | $58,891 | $2,764,793 | | | 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 | | Daniel Draper(4) Group Chief Underwriting Officer and Head of AXIS Re | 2025 | $662,310 | $1,034,284 | $1,268,324 | $73,895 | $3,038,813 | | | 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 |

  106. Summary Compensation Table

    (1)Represents the aggregate grant date fair value of the RSU and PSU awards granted in fiscal year 2025, 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, 2025. The final value of the PSUs granted in fiscal year 2025 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: $105.99 per share for awards granted on January 28, 2025. 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 2025 PSU awards would be: Mr. Tizzio –$6,567,382; Mr. Vogt - $1,672,097; Mr. Phillips – $955,484; Mr. Brooks – $781,831; and Mr. Draper - $868,658. (2)Reflects the annual incentive award pursuant to our Annual Incentive Plan as discussed under "Elements of Executive Compensation – Annual Incentive Awards." (3)See “All Other Compensation for 2025 – Supplemental Table” below for details regarding these amounts.

  107. Summary Compensation Table

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  108. Summary Compensation Table

    (4)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 1.338 USD per GBP for the fiscal year ended December 31, 2025 and 1.2681 USD per GBP for the fiscal year ended December 31, 2024.

  109. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information on plan-based annual incentive payments and equity awards (including PSUs and RSUs) granted in 2025 to each of our NEOs.

  110. Grants of Plan-Based Awards in 2025

    | 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 | 1/28/2025 | — | — | — | 12,537 | 33,432 | 66,864 | — | $3,283,691 | | | RSU Award | 1/28/2025 | — | — | — | — | — | — | 22,288 | $2,015,950 | | | Annual Incentive Award | N/A | — | $1,925,000 | $3,850,000 | — | — | — | — | — | | Peter Vogt | PSU Award | 1/28/2025 | — | — | — | 3,192 | 8,512 | 17,024 | — | $836,049 | | | RSU Award | 1/28/2025 | — | — | — | — | — | — | 8,512 | $769,910 | | | Annual Incentive Award | N/A | — | $875,000 | $1,750,000 | — | — | — | — | — | | David Phillips | PSU Award | 1/28/2025 | — | — | — | 1,824 | 4,864 | 9,728 | — | $477,742 | | | RSU Award | 1/28/2025 | — | — | — | — | — | — | 7,296 | $659,923 | | | Annual Incentive Award | N/A | — | $781,250 | $1,562,500 | — | — | — | — | — | | Conrad Brooks | PSU Award | 1/28/2025 | — | — | — | 1,493 | 3,980 | 7,960 | — | $390,916 | | | RSU Award | 1/28/2025 | — | — | — | — | — | — | 5,970 | $539,987 | | | Annual Incentive Award | N/A | — | $781,250 | $1,562,500 | — | — | — | — | — | | Daniel Draper | PSU Award | 1/28/2025 | — | — | — | 1,658 | 4,422 | 8,844 | — | $434,329 | | | RSU Award | 1/28/2025 | — | — | — | — | — | — | 6,633 | $599,955 | | | Annual Incentive Award | N/A | — | $827,888 | $1,655,776 | — | — | — | — | — |

  111. Grants of Plan-Based Awards in 2025

    (1)Represents the date the awards were granted under our 2017 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 2025 pursuant to our Annual Incentive Plan. Actual amounts paid are reflected in the “Non-Equity Incentive Plan Awards” of the Summary Compensation Table. (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 28, 2025 vest in one installment on the third anniversary of the vesting commencement date of March 1, 2025, 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 28, 2025 vest in four equal annual installments beginning on the first anniversary of the vesting commencement date of March 1, 2025. (11)See footnote 1 of the "Summary Compensation Table" for details of the Grant Date Fair Value of Stock Awards.

  112. Grants of Plan-Based Awards in 2025

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  113. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 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, 2025.

  114. Outstanding Equity Awards at 2025 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 | 1/25/2022(1) | 2,675 | $286,466 | — | | | | 1/24/2023(1) | 5,161 | $552,691(3) | 20,638 | $2,210,123 | | | 5/4/2023(1) | 10,110 | $1,082,680(2) | 30,331 | $3,248,147 | | | 1/30/2024(1) | 19,282 | $2,064,909(2) | 38,565 | $4,129,926 | | | 1/28/2025(1) | 22,288 | $2,386,822(2) | 33,432 | $3,580,233 | | | | | | | Aggregate Market Value: | | | | | | | $19,541,997 | | Peter Vogt | 1/25/2022(1) | 2,675 | $286,466 | — | — | | | 1/24/2023(1) | 5,161 | $552,691(3) | 20,638 | $2,210,123 | | | 1/30/2024(1) | 8,765 | $938,644(2) | 11,686 | $1,251,454 | | | 1/28/2025(1) | 8,512 | $911,550(2) | 8,512 | $911,550 | | | | | | | Aggregate Market Value: | | | | | | | $7,062,478 | | David Phillips | 1/25/2022(1) | 2,229 | $238,704 | — | — | | | 1/24/2023(1) | 4,301 | $460,594(3) | 17,198 | $1,841,734 | | | 1/30/2024(1) | 7,512 | $804,460(2) | 6,677 | $715,040 | | | 1/28/2025(1) | 7,296 | $781,329(2) | 4,864 | $520,886 | | | | | | | Aggregate Market Value: | | | | | | | $5,362,746 | | Conrad Brooks | 1/25/2022(1) | 1,738 | $186,122 | — | — | | | 1/24/2023(1) | 3,355 | $359,287(3) | 8,942 | $957,599 | | | 1/30/2024(1) | 7,512 | $804,460(2) | 6,677 | $715,040 | | | 1/28/2025(1) | 5,970 | $639,327(2) | 3,980 | $426,218 | | | | | | | Aggregate Market Value: | | | | | | | $4,088,054 | | Daniel Draper | 1/25/2022(1) | 1,560 | $167,060 | — | — | | | 1/24/2023(1) | 2,065 | $221,141(3) | 5,502 | $589,209 | | | 1/30/2024(1) | 6,010 | $643,611(2) | 5,342 | $572,075 | | | 1/28/2025(1) | 6,633 | $710,328(2) | 4,422 | $473,552 | | | | | | | Aggregate Market Value: | | | | | | | $3,376,976 |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

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  116. Outstanding Equity Awards at 2025 Fiscal Year-End

    The market value of RSUs and PSUs is calculated by multiplying the closing price of AXIS stock as of December 31, 2025 ($107.09) (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 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. (2)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. (3)Represents PSUs at 200% payout which vested in a single installment on March 1, 2026.

  117. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 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 2025 fiscal year. None of our NEOs acquired any shares as a result of the exercise of stock options.

  118. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Market Value Realized on Vesting | | Vincent Tizzio(1) | 52,739 | $5,053,915 | | Peter Vogt(2) | 31,363 | $3,038,447 | | David Phillips(2) | 26,116 | $2,530,118 | | Conrad Brooks(2) | 16,560 | $1,604,333 | | Daniel Draper(2) | 6,163 | $597,071 |

  119. Option Exercises and Stock Vested in 2025

    (1)Includes 15,430 shares of common stock that vested on February 1, 2025 (closing price of $91.02), 32,254 shares of common stock that vested on March 1, 2025 (closing price of $96.88) and 5,055 shares of common stock that vested on June 1, 2025 (closing price of $103.80) (2)All shares of common stock vested on March 1, 2025 based on a February 28, 2025 closing price of $96.88.

  120. Pension Benefits for 2025

    Pension Benefits for 2025 We have no defined benefit pension benefits for our NEOs.

  121. Pension Benefits for 2025

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  122. Non-Qualified Deferred Compensation for 2025

    Non-Qualified Deferred Compensation for 2025 The following table sets forth information regarding our NEOs’ deferred compensation arrangements that are not tax qualified.

  123. Non-Qualified Deferred Compensation for 2025

    | 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 | — | — | $9,440 | — | $85,550 | | Peter Vogt | — | — | $27,183 | — | $265,698 | | David Phillips | $49,719 | $27,500 | $92,576 | — | $904,766 | | Conrad Brooks | — | — | — | — | — | | Daniel Draper | — | — | — | — | — |

  124. Non-Qualified Deferred Compensation for 2025

    (1)The amount in this column is reported as compensation for fiscal year 2025 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 2025 plan year which were made in February 2026. Messrs. Tizzio, Vogt, and Brooks are not eligible to participate in the U.S. Supplemental Plan due to IRS Regulation 457A and Mr. Draper is not eligible because he is not located in the U.S. The amounts set forth in this column were included in the “All Other Compensation” column of the Summary Compensation Table for 2025. (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 Mr. Phillips, $28,000 for 2024 and $29,500 for 2023. 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.

  125. 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, 2025. Long-Term Equity Compensation Plans. Under the terms of our 2017 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.

  126. Potential Payments Upon Termination or Change in Control

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  127. 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.

  128. 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 2025, our last completed fiscal year: •The median of the annual total compensation of all of our employees, excluding Mr. Tizzio, was $176,886. •The annual total compensation of our CEO, Mr. Tizzio, was $9,642,025. •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 55:1. The pay ratio rule gives companies the ability to make the median determination only once every three years, and we did not make a new median employee determination for 2025. The median employee determination for 2024 is described below. •We determined that, as of December 31, 2024, our employee population consisted of 1,875 individuals (excluding the CEO). Although our employee population varies slightly from the employee population in our December 31, 2024 determination, there have not been any changes that we reasonably believe would significantly impact our pay ratio disclosure. •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. We determined that changes in our median employee’s compensation for 2025 did not result in a significant change to our pay ratio disclosure and, therefore, that it was reasonable to utilize our 2024 median employee for our pay ratio disclosure for 2025. •Once we identified that our median employee selected for 2024 was still reasonable for 2025, we combined all of the elements of such employee’s compensation for 2025 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.

  129. CEO Pay Ratio

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  130. 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 2021 through 2025.

  131. Pay Versus Performance Table

    Pay Versus Performance Table

  132. 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) | Adjusted OROACE | | (a) | (b)(1) | (c)(2) | (d)(3) | (e)(2) | (f)(4) | (g)(2) | (h)(5) | (i)(6) | (j)(7) | (k)(8) | | 2025 | $9,642,025 | $17,963,048 | N/A | N/A | $3,072,325 | $4,816,501 | $244.16 | $234.32 | $1,008,898 | 18.5% | | 2024 | $7,921,826 | $18,588,646 | N/A | N/A | $2,894,374 | $5,622,806 | $198.56 | $212.86 | $1,081,786 | 18.8% | | 2023 | 6,796,633 | 6,958,725 | $21,256,443 | $14,198,305 | $2,306,160 | $2,067,591 | $121.15 | $157.12 | $376,292 | 11.6% | | 2022 | N/A | N/A | $11,560,795 | $8,860,715 | $4,122,675 | $3,803,233 | $114.75 | $141.79 | $223,083 | 10.2% | | 2021 | N/A | N/A | $9,311,214 | $9,978,155 | $3,325,710 | $3,459,324 | $111.81 | $119.28 | $618,609 | 8.8% |

  133. 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 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, 2024 and 2025, this includes Messrs. Vogt, Phillips, Brooks and Draper. (5)Total shareholder return assumes $100 was invested in the Company from December 31, 2020 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, 2020 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. (8)The Company has identified Adjusted 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 2025 to the Company's performance. For purposes of evaluating the AIP in 2025, OROACE is adjusted by excluding unrealized gains (losses) on available-for-sale investments, net of tax, arising during the year. For purposes of comparison, years 2021-2024 are presented based on this same definition of Adjusted OROACE but are not representative of the metric used to determine compensation in those respective years. See "Compensation Discussion and Analysis" for more discussion on Adjusted OROACE and its role in determining Annual Incentive Plan awards. In addition, please refer to Appendix 1 for a reconciliation of OROACE and Adjusted OROACE, non-GAAP measures, to the most directly comparable GAAP measure of ROACE.

  134. Pay Versus Performance Table

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  135. 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 2025.

  136. 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 | 2025 | $9,642,025 | $(5,299,641) | $13,620,664 | — | — | $17,963,048 | | Average Other NEOs | 2025 | $3,072,325 | $(1,177,203) | $2,921,378 | — | — | $4,816,501 |

  137. 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.

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

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  139. 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 2021 through 2025, including: (a) a comparison between our cumulative TSR and the TSR 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 and Other NEOs to Company performance for the fiscal year ending December 31, 2025.

  140. Pay Versus Performance Relationship

    | Most Important Performance Measures | | | Adjusted OROACE | Combined Ratio | | TSR | Adjusted DBVPS |

  141. Pay Versus Performance Relationship

    | AXIS 2026 Proxy Statement | 81 |

  142. Pay Versus Performance Relationship

    | 82 | AXIS 2026 Proxy Statement |

  143. Pay Versus Performance Relationship

    | 2025 Director Compensation |

  144. Non-Management Directors

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | All Other Compensation | Total | | W. Marston Becker | $170,000 | $249,951 | — | $419,951 | | Charles Davis | — | $269,940 | — | $269,940 | | Anne Melissa Dowling | $135,000 | $149,917 | — | $284,917 | | Stanley Galanski | $120,000 | $149,917 | — | $269,917 | | Elanor Hardwick(4) | $408,738 | $149,917 | — | $558,655 | | Michael Millegan | $135,000 | $149,917 | — | $284,917 | | Thomas Ramey(5) | $120,000 | $149,917 | — | $269,917 | | Henry Smith(4) | $75,000 | $249,951 | — | $324,951 | | Axel Theis(4) | $418,738 | $149,917 | — | $568,655 | | Barbara Yastine | $125,000 | $149,917 | — | $274,917 | | Lizabeth Zlatkus | $100,000 | $209,883 | — | $309,883 |

  145. Non-Management Directors

    | Director Compensation |