DEF 14A of SiriusPoint Ltd, Apr 10, 2025

DEF 14A of SiriusPoint Ltd

Filed Apr 10, 2025 · FY20240001999371-25-004065

Open on EDGAR

  1. Safe Harbor Statement Regarding Forward-Looking Statements

    | 51 | Director Compensation | | 53 | EXECUTIVE OFFICERS | | 56 | EXECUTIVE COMPENSATION | | 56 | PROPOSAL 2―ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | 57 | Compensation Discussion and Analysis | | 76 | Compensation Committee Report | | 77 | Compensation Tables | | 90 | CEO Pay Ratio Disclosure | | 91 | Pay Versus Performance | | 97 | PROPOSAL 3―APPOINTMENT OF INDEPENDENT AUDITOR & TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION | | 98 | Independent Registered Public Accounting Firm Fees | | 98 | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services | | 99 | Report of the Audit Committee | | 101 | STOCK OWNERSHIP INFORMATION | | 101 | Security Ownership of Certain Beneficial Owners and Management | | 105 | Delinquent Section 16(a) Reports | | 106 | General Information | | 106 | Questions and Answers | | 117 | ADDITIONAL INFORMATION | | 117 | Submitting Proxy Proposals and Director Nominations for the Next Annual General Meeting | | 120 | Other Matters | | 121 | Appendix A: Non-GAAP Measures |

  2. CORPORATE GOVERNANCE BEST PRACTICES

    CORPORATE GOVERNANCE BEST PRACTICES

  3. CORPORATE GOVERNANCE BEST PRACTICES

    | | Board Structure and Independence | | | | | Seven of our ten directors are independent, including all committee chairs | | Regular executive sessions of independent directors at each regularly scheduled Board meeting without management present |

  4. CORPORATE GOVERNANCE BEST PRACTICES

    | | Balance of new and experienced directors and elected three new directors in 2022, one new director in 2023 and two new directors in 2024 | | Annual director self-evaluation and committee assessment to ensure Board effectiveness |

  5. CORPORATE GOVERNANCE BEST PRACTICES

    | | Highly skilled directors with diverse experience and backgrounds that provide a range of viewpoints and perspectives | | Annual Board evaluation and external Board assessment every third year |

  6. CORPORATE GOVERNANCE BEST PRACTICES

    | | The Compensation Committee oversees the Company’s strategies related to key talent metrics | | In 2024, all directors attended 100% of Board and committee meetings |

  7. CORPORATE GOVERNANCE BEST PRACTICES

    | | Board Oversight | | | | | Oversees the Company’s annual business plan and corporate strategy | | Proactive, comprehensive and strategic Board and senior management succession planning | | | Director access to experts and advisors, both internal and external | | The Governance and Nominating Committee oversees sustainability matters | | | Strong risk management overseen by a separate Risk & Capital Management Committee | | Annual dedicated meeting focused on Company strategy | | | Dedicated oversight over cybersecurity risk by Risk & Capital Management Committee | | Annual review of all corporate governance policies and committee charters to include best practices |

  8. CORPORATE GOVERNANCE BEST PRACTICES

    | | Strong Corporate Governance Practices | | | | | Prohibition on hedging and pledging transactions by executive officers and directors | | Active and ongoing shareholder engagement | | | Policy on public company board service resulting in no overboarded directors | | Clawback policy for senior executives | | | Code of Business Conduct and Ethics with annual certification requirement | | Risk assessment of executive compensation program, policies and practices | | | Director continuing education opportunities | | Commitment to sustainability | | | Director retirement policy at age 75 | | Share ownership requirements for senior executives and directors |

  9. CORPORATE GOVERNANCE BEST PRACTICES

    Our corporate governance documents, including charters of our Audit, Compensation, Governance and Nominating, Risk and Capital Management and Investment Committees, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board of Directors Communications Policy, Environmental Policy Statement, Related Person Transaction Policy, Vendor Code of Conduct and Whistleblower Polices are available on our website: investors.siriuspt.com/governance/governance-documents. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY At SiriusPoint, our purpose is to provide security and resilience in an uncertain world. We aim to be a best-in-class insurer and reinsurer, utilizing deep risk expertise to protect our customers, and blending our talent, expertise and data to provide intelligent risk solutions. As we work to create value, making a positive social and environmental impact is important to us. We aim to reflect sound risk management, good governance and environmental and social responsibility throughout our company culture and operations. The Governance and Nominating Committee oversees our policies, practices and disclosures relating to sustainability and receives regular updates on sustainability developments. The Company’s sustainability journey is discussed further on page 38. For more information about our sustainability initiatives, please see our website, www.siriuspt.com.

  10. CORPORATE GOVERNANCE BEST PRACTICES

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  11. CORPORATE GOVERNANCE BEST PRACTICES

    | PROPOSAL 1 | ELECTION OF DIRECTORS | | TO ELECT TWO CLASS III DIRECTORS TO OUR BOARD OF DIRECTORS TO HOLD OFFICE UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2028 OR UNTIL THEIR OFFICE SHALL OTHERWISE BE VACATED PURSUANT TO OUR BYE-LAWS | |

  12. CORPORATE GOVERNANCE BEST PRACTICES

    Scott Egan and Sharon Ludlow, have each been nominated for election as Class III directors to serve until the annual general meeting of shareholders to be held in 2028. Each director will hold his or her respective office until his successor has been elected and qualified or until the director’s office shall otherwise be vacated pursuant to our Bye-laws. The proxy will be voted in accordance with the directions thereon or, if no directions are indicated, the proxy will be voted for the election of the two director nominees named above. The Board has proposed and recommended that each nominee be elected to hold office as described above. If any nominee shall, prior to the Annual General Meeting, become unavailable for election as a director, the persons named in the accompanying proxy will vote in their discretion for such nominee, if any, as may be recommended by the Board, or the Board may reduce the number of directors to eliminate the vacancy. If a quorum is present at the Annual General Meeting, each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the nominees who receive the largest number of “FOR” votes cast will be elected as a director. For further information, see the answers to the questions “What is the quorum requirement for the Annual General Meeting?” and “What is the voting requirement to approve each of the proposals?” The age, business experience, qualifications and directorships in other companies of each nominee for election are set forth herein under the section entitled “Information Regarding the Class III Director Nominees for Election to the Board.”

  13. CORPORATE GOVERNANCE BEST PRACTICES

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES TO THE BOARD. |

  14. CORPORATE GOVERNANCE BEST PRACTICES

    BOARD OF DIRECTORS Our business and affairs are managed under the direction of the Board which is the Company’s ultimate decision-making body, other than those matters reserved for the Company’s shareholders. The Board also oversees the Company’s business strategy and planning, as well as the performance of the Company’s management in executing the Company’s business strategy, assessing and managing risks and managing the Company’s day-to-day operations. The size of the Board may be fixed from time to time by our Board as provided in our Bye-laws. The Board currently consists of ten directors. See “―Election and Classification of Directors.” ELECTION AND CLASSIFICATION OF DIRECTORS Two Class III directors will be elected at this year’s Annual General Meeting. The Class III directors elected at the Annual General Meeting will serve until the annual general meeting of shareholders to be held in 2028 when each such director’s successor is duly elected and qualified, or any such director’s earlier death, disability, disqualification, resignation or removal. In accordance with our Bye-laws, the Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. At each annual general meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve for a three-year term until the third annual general meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with the Bye-laws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. For information regarding the applicable voting standards for the election of directors, see the section entitled “Information About the Annual General Meeting and Voting—What is the voting requirement to approve each of the proposals?” The Board believes that a stable and consistent Board that understands the Company is vital to its transformation and growth. The classified board, a feature of corporate governance that has been common for nearly a century, provides enhanced continuity and stability in the Board’s oversight of the implementation of the Company’s strategy. During this period of transformation and growth, two-thirds of the directors will have had prior experience and familiarity with oversight of the Company’s business and affairs while still annually providing an opportunity for the election of one-third of the Board with new or continuing directors. This structure enables the Board to build on past experience and plan for the transformation and turnaround during a reasonable period into the future. Further, a classified board encourages a long-term focus in overseeing the management of the strategy, business and affairs of the Company, and allows our directors to focus their attention on long-term shareholder value. If directors were up for election every year, they could feel pressure to generate short-term returns, which could be counter-productive in an environment where the Company is focused on a multi-year transformation strategy. A classified board also fosters board independence as independent board members are provided with time to cultivate an understanding of the Company’s business and operations, making them less reliant on management’s perspective. In addition to providing stability among the directors, a classified board helps the Company attract and retain highly qualified individuals willing to commit the time and resources necessary to understand the Company and its management, operations and competitive environment. In addition, in the event that the Company becomes subject to an unsolicited takeover proposal, a classified board permits greater time and a more orderly process for directors to consider any takeover bids and to explore all alternatives to maximize shareholder value. A classified board also makes it more likely that persons who may seek to acquire control of the Company will initiate such action through negotiations with the Board. By reducing the threat of an abrupt change in the composition of the entire Board, classification of directors provides the Board with an adequate opportunity to fulfill its duties to the Company’s shareholders to review any takeover proposal, study appropriate alternatives and act in the best interests of the Company and its shareholders. As a result of these factors, the Board has determined that maintaining a classified Board is in the best interests of the Company, its shareholders, clients and employees at this time. BOARD OF DIRECTORS FOLLOWING THE ANNUAL GENERAL MEETING Subject to the election of the nominees for Class III directors set forth in Proposal 1, the following table sets forth information regarding individuals who will serve as members of the Board following the Annual General Meeting.

  15. CORPORATE GOVERNANCE BEST PRACTICES

    | CLASS I | CLASS II | CLASS III | | TERMS EXPIRING AT 2026 ANNUAL GENERAL MEETING | TERMS EXPIRING AT THE 2027 ANNUAL GENERAL MEETING | NOMINEES FOR ELECTION TO TERMS EXPIRING AT THE 2028 ANNUAL GENERAL MEETING | | ● Susan L. Cross | ● Bronek Masojada | ● Scott Egan* | | ● Franklin Montross IV | ● Daniel S. Loeb | ● Sharon Ludlow | | ● Peter W.H. Tan | ● Mehdi A. Mahmud | | | | ● Jason Robart | | | * Chief Executive Officer | | |

  16. CORPORATE GOVERNANCE BEST PRACTICES

    QUALIFICATIONS In considering candidates for the Board of Directors, the Governance and Nominating Committee takes into account the Company’s Corporate Governance Guidelines and all other factors deemed appropriate by the Governance and Nominating Committee. The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Governance and Nominating Committee will recommend to the Board appropriate criteria for the selection of new directors in accordance with New York Stock Exchange listing standards and based on the strategic needs of the Company and the Board. In evaluating suitability of director candidates and when considering whether to nominate a director for re-election as appropriate, the Governance and Nominating Committee and the Board take into account many factors as approved by the Board from time to time, such as general understanding of various business disciplines (e.g., finance, technology), tenure on the Company’s Board, experience in the Company’s business (reinsurance/ insurance), educational and professional background, analytical ability, independence, diversity of experience, viewpoints and backgrounds, willingness to devote adequate time to Board duties and ability to act in and represent the balanced best interests of the Company and its shareholders as a whole, rather than special constituencies. In selecting directors, the Board requires a highly experienced diverse candidate pool for all director searches and evaluates a nominee’s experience, gender, race, age, ethnicity, national origin, sexual orientation, skills and other qualities. The Board evaluates each director candidate in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure the Company’s success and represent shareholders’ interests through sound judgment. The Governance and Nominating Committee periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends to the Board changes to such criteria. Our Board exhibits the right skills to constructively challenge management and guide us on our strategy. The chart below highlights the skills and experience of each our highly qualified directors. BOARD SKILLS AND EXPERIENCE

  17. CORPORATE GOVERNANCE BEST PRACTICES

    | | DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE | | | | | | | | | | | | | | | | | | DIRECTOR | Board of Directors Service | CEO/ Business Head | Corporate Governance | Financial Literacy/ Accounting | Financial Services Industry | International/ Global Business | Investment Industry | Regulatory/ Government | (Re)insurance Industry | Risk Management | Digital Strategy/ IT Solutions | Sales/ Marketing | Corporate Growth Strategy | HR/ Executive Comp/ Talent Development | Cybersecurity/ Data Privacy | ESG/ Climate Risks | Shareholder Engagement | | Bronek Masojada | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | Rafe de la Gueronniere | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | | ■ | | Sharon Ludlow | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Mehdi A. Mahmud | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Franklin Montross IV | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Jason Robart | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Daniel S. Loeb | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | | ■ | ■ | | Peter W. H. Tan | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Scott Egan | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Susan L. Cross | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | | ■ | | ■ | | | | Totals | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 10/10 | 9/10 | 10/10 | 10/10 | 9/10 | 8/10 | 10/10 | 9/10 | 7/10 | 8/10 | 9/10 |

  18. CORPORATE GOVERNANCE BEST PRACTICES

    Chair of the Board INFORMATION REGARDING THE CLASS III DIRECTOR NOMINEES FOR ELECTION TO THE BOARD Set forth below is biographical information concerning the nominees standing for election at the Annual General Meeting. Included in the biographical information for the nominee is a description of each nominee’s specific experience, qualifications, attributes and skills that the Governance and Nominating Committee and the Board considered in determining whether to recommend the nominee for election to the Board. Our director nominees hold and have held senior positions as leaders of various large, complex businesses and organizations, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, founders and members of senior management of large, global businesses. Our Board considered all of the aforementioned attributes when deciding to re-nominate the following directors.

  19. CORPORATE GOVERNANCE BEST PRACTICES

    | SCOTT EGAN | CLASS III Age 53 Director since September 2022 | | | | Mr. Egan is Chief Executive Officer at SiriusPoint, having joined the Company in September 2022. Most recently the Chief Executive Officer of Royal Sun Alliance (RSA) UK & International from January 2019 to December 2021. Mr. Egan brings over 25 years of insurance industry experience to SiriusPoint. Mr. Egan served on the board of directors of RSA Insurance Group PLC from March 2015 to February 2022, formerly as CFO and latterly CEO of its UK and International business. He has held senior positions at a number of companies including Aviva, Zurich Financial Services, Brit Insurance and Towergate Broking. Mr. Egan has a range of experience working across large domestic and international corporate, as well as private-equity backed businesses. He brings deep knowledge across retail financial services, and specific expertise in risk management and financial management. Mr. Egan currently serves as the Chairman of Premium Credit Group, a U.K. private company, a position he has held since November 2022. Mr. Egan holds an MBA from Cranfield University and is a qualified accountant. The Board considered Mr. Egan’s over 25 years of industry experience and service as the Chief Executive Officer of Royal Sun Alliance (RSA) UK & International, and Mr. Egan’s experience as CEO of the Company, and concluded that Mr. Egan should continue to serve as a director because he brings a diverse set of skills breadth of knowledge and valuable financial, strategic and risk management experience to our Board. | | | SHARON LUDLOW | CLASS III Age 58 Independent Director since February 2021 | COMMITTEES ● Audit (Chair) ● Risk and Capital Management ● Governance and Nominating | | | Ms. Ludlow has served as a member of the Board since February 2021. Ms. Ludlow has more than 25 years of experience in both the life & health and property & casualty re-insurance industries. Ms. Ludlow advised OMERS, one of Canada’s largest defined benefits pension plans, on its global investment strategy in the insurance sector, from 2016 to 2018. During her career, Ms. Ludlow also served as President of Aviva Insurance Company of Canada from 2014 to 2016, and President and CEO of the Canadian operations of Swiss Re from 2010 to 2014. During her tenure in the life insurance industry, Ms. Ludlow played a key role in the demutualization and IPO of Canada Life Financial (now owned by Great West Life). In addition, Ms. Ludlow, along with her co-founders, launched Kanetix, Canada’s first online insurance marketplace. Ms. Ludlow served the insurance industry as a director on the boards of Insurance Bureau of Canada, Canadian Life & Health Association, Institute for Catastrophic Loss Reduction and as Chair of the board of directors of the Reinsurance Research Council. Ms. Ludlow currently serves on the boards of Green Shield Canada and EIS Group. Ms. Ludlow joined the Lombard International board of directors in June 2019 and chairs the Audit and Risk & Committee. Ms. Ludlow is a Chartered Professional Accountant/Chartered Accountant (CPA, CA Canada) and holds a Bachelor of Commerce Degree from the University of Toronto. Ms. Ludlow is also a graduate of the Corporate Directors Program at Rotman School of Management, University of Toronto and holds an Institute of Corporate Directors designation (ICD.D). The Board concluded that Ms. Ludlow should continue to serve as a director because of her more than 25 years of experience in the life & health and property & casualty re-insurance industries and her qualification as an independent director and as a financial expert. | |

  20. CORPORATE GOVERNANCE BEST PRACTICES

    CONTINUING DIRECTORS The biographical information for the directors whose terms will continue after the Annual General Meeting and will expire at the annual general meeting to be held in 2026 (Class I) or the annual general meeting to be held in 2027 (Class II) are listed below. CLASS I DIRECTORS, SERVING IN OFFICE UNTIL THE 2026 ANNUAL GENERAL MEETING

  21. CORPORATE GOVERNANCE BEST PRACTICES

    | FRANKLIN MONTROSS IV | CLASS I Age 69 Independent Director since February 2021 | COMMITTEES ● Audit ● Compensation ● Risk and Capital Management (Chair) | | | Mr. Montross has served as a member of the Board since February 2021. Mr. Montross has more than 35 years of experience in the reinsurance industry. He spent his entire career at General Reinsurance Corporation (Gen Re), the leading U.S. reinsurance company and a subsidiary of Berkshire Hathaway since 1998. Mr. Montross began his career with Gen Re in 1978 as a casualty underwriter. In 2000 he was appointed to the company’s board of directors and in 2001 he was named Chief Underwriting Officer and joined Gen Re’s Executive Committee. From 2008 until his retirement in 2016, Mr. Montross served as Chairman and Chief Executive Officer of the company. During his tenure as CEO, he successfully led the firm through the 2008 financial crisis and led the 100% acquisition of Cologne Re, which became a cornerstone of Berkshire Hathaway’s international reinsurance presence. Mr. Montross holds a Bachelor of Arts Degree from Harvard College. The Board concluded that Mr. Montross should continue to serve as a director because of the extensive experience in the property & casualty insurance industries and his qualification as an independent director. | |

  22. CORPORATE GOVERNANCE BEST PRACTICES

    | PETER W.H. TAN | CLASS I Age 52 Director since February 2021 | COMMITTEES ● Investment ● Risk and Capital Management | | | Mr. Tan has served as a member of the Board since February 2021. Mr. Tan is founder and director of TGC Private Office, his family office in Hong Kong and Shanghai since January 2010. Mr. Tan was the Chairman of CMIG International Pte. Ltd. until December 2023. Mr. Tan has served as Chairman of Skandia Holding de Colombia S.A. since December 2019.and previously served as Chairman of Skandia Controladora S.A. de C.V. (Mexico) from December 2019 to June 2023; both insurance, pension and asset management firms and wholly-owned subsidiaries of OM LAM UK Limited. He was Chairman of Chongqing Zongjin Investment Co., Ltd, the financial arm of Zongshen Industrial Group from 2015 to 2019. He was on the board of directors of Israel Infinity Agriculture Fund and a non-executive director of Harbour Air. In 2012, he served as Chief Executive Officer of IDI, Inc. (NYSE: IDI). Mr. Tan was also a partner and founding team of SIG China, Susquehanna International Group’s China private equity and venture capital fund. Since 2005, Mr. Tan has been actively involved in over 40 investments in China, 12 of which were eventually listed on international stock exchanges. Mr. Tan formerly served on the board of multiple companies prior to their U.S. listing, including Home Inns (NASDAQ: HMIN), E-House (NYSE: EJ) and Bona Entertainment Group (NASDAQ: BONA). Prior to SIG China, Mr. Tan was an attorney with White & Case LLP (2003) and Perkins Coie LLP (1997), where he founded the Asian private equity & venture capital practices of the firms in Hong Kong. He is an advocate & solicitor of England & Wales, Hong Kong and Singapore. Mr. Tan graduated with an LL.B Honors from the National University of Singapore. The Board concluded that Mr. Tan should continue to serve as a director because of his extensive investment experience working with over 40 investments in China, 12 of which eventually publicly listed on international stock exchanges. | | | SUSAN L. CROSS | CLASS I Age 65 Director since May 2024 | COMMITTEES ● Audit ● Risk and Capital Management | | | Ms. Cross has served as a member of the Board since May 2024. Ms. Cross has over 40 years of experience in the (re)insurance industry, with a focus on developing and leading actuarial and analytical functions to support global growth. Ms. Cross has been a Director of Enstar Group Limited (“Enstar”) (Nasdaq: ESGR) since October 2020, and prior to that served as Executive Vice President and Global Chief Actuary at XL Group (now AXA XL), from 2008 to 2018. In addition to the SiriusPoint and Enstar boards, Ms. Cross serves as Non-Executive Director at Unum Group, a Fortune 500 insurer (NYSE: UNM). Ms. Cross has also previously served on the boards of IFG Companies, American Strategic Insurance, Mid Ocean Limited and XL Life Ltd. Ms. Cross is a Fellow of the Casualty Actuarial Society, a Chartered Enterprise Risk Analyst, and an Associate of the Society of Actuaries. She has been named one of Intelligent Insurer’s “100 Influential Women in Re/insurance.” Ms. Cross holds a Bachelor of Science degree in Mathematics from the University of Maryland. The Board concluded that Ms. Cross should continue to serve as a director because of her extensive experience working in the (re)insurance industry. | |

  23. CORPORATE GOVERNANCE BEST PRACTICES

    CLASS II DIRECTORS, SERVING IN OFFICE UNTIL THE 2027 ANNUAL GENERAL MEETING

  24. CORPORATE GOVERNANCE BEST PRACTICES

    | DANIEL S. LOEB | CLASS II Age 63 Director since May 2022 | | | Mr. Loeb has served as a member of the Board since May 2022. Mr. Loeb is CEO and Founder of Third Point LLC, a New York based asset management firm founded in 1995. Third Point invests in equity and credit securities in U.S. and international markets. The firm often engages with company management and boards to improve performance and will also take passive states in companies with long-term view of value creation. In late 2024, Third Point announced the acquisition of Birch Grove, a diversified credit asset manager, which compliments Third Point’s existing funds focused on corporate, structured, and private credit by adding a well-established CLO business, among other strategies, to the firm’s credit platform. In addition to offering behind-the-scenes advice to numerous companies, Mr. Loeb has previously served on the boards of Yahoo! (Nasdaq: YHOO), Ligand Pharmaceuticals (Nasdaq: LGND), POGO Producing Co. (NYSE: PPP), Massey Energy (NYSE: MEE) and Sotheby’s (NYSE: BID), where he helped oversee its successful sale. Mr. Loeb is a member of the Council on Foreign Relations and a trustee of the Mount Sinai Health System, where he established the Ronald M. Loeb Center for Alzheimer’s disease in memory of his late father. He is a long-time Trustee and former Board Chair of Success Academies. Mr. Loeb was awarded the Alexander Hamilton Award for his philanthropic service by the Manhattan Institute. Mr. Loeb graduated from Columbia University with an A.B, in economics in 1983, endowed the Daniel S. Loeb Scholarship for undergraduate study there and received the school’s John Jay Award for distinguished professional achievement. The Board considered Mr. Loeb’s extensive qualifications and experience as the Chief Executive Officer and Chief Investment Officer of Third Point LLC, and concluded that he should continue to serve on the Board because he brings experience in investment management, legal and regulatory matters, corporate governance, risk management and business development to the Board. |

  25. CORPORATE GOVERNANCE BEST PRACTICES

    | MEHDI A. MAHMUD | CLASS II Age 52 Independent Director since August 2020 | COMMITTEES ● Compensation ● Governance and Nominating (Chair) ● Investment | | | Mr. Mahmud has served as a member of the Board since August 2020. Mr. Mahmud is currently President and Chief Executive Officer of First Eagle Investment Management and the President of First Eagle Funds. He has held both roles since March 2016. Prior to joining First Eagle Investment Management in March 2016, Mr. Mahmud worked at Jennison Associates, where he was CEO and Chairman of its board of directors. Prior to his CEO role, he held several senior management positions at Jennison relating to product and business strategy, investment supervision of the firm’s value, small-cap, opportunistic and income-equity capabilities, and oversight of key support areas including institutional, retail and sub-advisory client activities. Mr. Mahmud has served in a variety of investment and management roles at J.P. Morgan Investment Management and Credit Suisse Asset Management. Mr. Mahmud received a Bachelor of Science degree in electrical engineering from Yale University. The Board considered Mr. Mahmud’s extensive leadership, digital strategy and investment experience and his qualification as an independent director, and concluded that Mr. Mahmud should continue to serve as a director because he brings significant experience in managing investment portfolios to the Board. | |

  26. CORPORATE GOVERNANCE BEST PRACTICES

    | BRONEK MASOJADA | CLASS II Age 63 Independent Director and Chair of the Board since March 2023 | COMMITTEES ● Risk and Capital Management ● Investment ● Governance and Nominating | | | Mr. Masojada serves as the Chair of SiriusPoint Board of Directors. He also serves as Chair of the East End Community Foundation, a charity serving residents in 4 boroughs of London, and Saltus, a private IFA/wealth manager. He is a board member of Brown & Brown, the insurance broker. From 2000 to 2021, Mr Masojada served as the Chief Executive of the Hiscox Group., a global specialist insurer and reinsurer listed on the London Stock Exchange. He first joined Hiscox in 1993 as Managing Director. Mr Masojada began his career at McKinsey & Company. Mr Masojada served as Deputy Chairman of Lloyd’s from 2001 to 2007. He was on the board of the Association of British Insurers from 2012 to 2021 and from 2018 to 2023 was Chair of Placing Platform Limited, the industry owned firm driving the digitisation of the London Insurance Market. Mr Masojada received a Bachelor of Science degree in Civil Engineering from the University of KwaZuluNatal and a Master of Philosophy in Management Studies from the University of Oxford, where he was a Rhodes Scholar. Mr Masojada is active in civic affairs in the City of London. The Board considered Mr. Masojada’s extensive experience and qualifications as Chair of the Placing Platform Ltd. and who is an insurance market veteran of over 30 years of leadership experience in the industry. | | | JASON ROBART | CLASS II Age 59 Independent Director since March 2022 | COMMITTEES ● Audit ● Compensation (Chair) ● Investment | | | Mr. Robart has served as a member of the Board since March 2022. Mr. Robart is the co-founder and managing partner of Seae Ventures, an early-stage venture capital firm. Prior to co-founding Seae Ventures in 2019, Mr. Robart served as the Chief Strategy Officer of Blue Cross Blue Shield of Massachusetts and President and CEO of Zaffre Investments, a wholly-owned subsidiary of Blue Cross Blue Shield of Massachusetts. In addition, Mr. Robart served as Executive Vice President at Health Dialog, Principal at Mercer Human Resource Consulting, Vice President at Imagitas and President at Ceridian Performance Partners Canada. Mr. Robart serves on the private boards of Blue Cross Blue Shield, Vermont and several Seae companies, including Hurdle, Kiyatec, MyMeds and ScriptSee. Mr. Robart holds a Bachelor’s degree in political science from Middlebury College. The Board considered Mr. Robart’s extensive experience as an accomplished executive and substantial experience in a range of areas including business strategy, healthcare, venture investing, digital strategy and human capital management. The Board concluded that he should serve on the Board because he brings extensive leadership experience in developing early stage growth and health insurance companies to the Board and his deep experience in human capital management. | |

  27. CORPORATE GOVERNANCE BEST PRACTICES

    CORPORATE GOVERNANCE FRAMEWORK Our Corporate Governance Guidelines, the charters of the standing committees of the Board (Audit, Compensation, Governance and Nominating, Investment, and Risk and Capital Management) and our Code of Business Conduct and Ethics provide the foundation of our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive Enterprise Risk Management Program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board and/or committee level, guide the Company’s operations. Our Board, along with management, regularly reviews our Corporate Governance Guidelines and practices to ensure that they are appropriate and reflect our Company’s mission, vision and values. In reviewing our Corporate Governance Guidelines and other key governance policies and practices, the Governance and Nominating Committee considers regulatory developments and trends in corporate governance. These Corporate Governance Guidelines address, among other things:

  28. CORPORATE GOVERNANCE BEST PRACTICES

    | ● | the composition and functions of the Board, |

  29. CORPORATE GOVERNANCE BEST PRACTICES

    | ● | director independence, |

  30. CORPORATE GOVERNANCE BEST PRACTICES

    | ● | compensation of directors, |

  31. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  32. 2024 DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($) | RESTRICTED SHARE AWARDS(9),(10) ($) | OPTION AWARDS ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Susan L. Cross (1) | 83,065 | 137,500 | — | — | 220,565 | | Rafe de la Gueronniere(2) | 157,500 | 137,500 | — | — | 295,000 | | Daniel S. Loeb(3) | — | — | — | — | — | | Sharon Ludlow(4) | 172,500 | 137,500 | — | — | 310,000 | | Mehdi A. Mahmud(5) | 157,500 | 137,500 | — | — | 295,000 | | Bronek Masojada(6) | 237,500 | 137,500 | — | — | 375,000 | | Franklin Montross IV(7) | 172,500 | 137,500 | — | — | 310,000 | | Jason Robart(8) | 157,500 | 137,500 | — | — | 295,000 | | Peter W.H. Tan(3) | — | — | — | — | — |

  33. 2024 DIRECTOR COMPENSATION

    | (1) Ms. Cross’ cash fee was prorated commencing on the date of her appointment to the Board on May 24, 2024. | | (2) Mr. Gueronniere received a base cash fee of $137,500, and a supplemental cash fee of $20,000 as a result of his service as Chair of the Investment Committee. | | (3) Messrs. Loeb and Tan did not receive any compensation in 2024 as non-independent directors. | | (4) Ms. Ludlow received a base cash fee of $137,500, and a supplemental cash fee of $35,000 as a result of her service as Chair of the Audit Committee. | | (5) Mr. Mahmud received a base cash fee of $137,500, and a supplemental cash fee of $20,000 as a result of his service as Chair of the Governance and Nominating Committee. | | (6) Mr. Masojada received a base cash fee of $137,500, and a supplemental cash fee of $100,000 as a result of his service as Chair of the Board. | | (7) Mr. Montross received a base cash fee of $137,500 and a supplemental cash fee of $35,000 as a result of his service as Chair of the Risk and Capital Management Committee. | | (8) Mr. Robart received a base cash fee of $137,500 and a supplemental cash fee of $20,000 as a result of his service as Chair of the Compensation Committee. | | (9) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions forth in Note 18, “Share-Based Compensation and employee benefit plans,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which are hereby incorporated herein by reference. | | (10) The restricted shares were awarded to the independent directors on May 21, 2024 under our 2023 Omnibus Incentive Plan and will vest on May 31, 2025, subject to the director’s continued service through such date. As of December 31, 2024, our non-employee directors during 2024 held the following number of outstanding restricted shares: |

  34. 2024 DIRECTOR COMPENSATION

    | NAME | NUMBER OF UNVESTED RESTRICTED SHARES | NAME | NUMBER OF UNVESTED RESTRICTED SHARES | | Susan L. Cross | 10,528 | Bronek Masojada | 28,469 | | Rafe de la Gueronniere | 10,528 | Franklin Montross (IV) | 10,528 | | Daniel S. Loeb | — | Jason Robart | 22,216 | | Sharon Ludlow | 10,528 | Peter W.H. Tan | — | | Mehdi A. Mahmud | 10,528 | | |

  35. 2024 DIRECTOR COMPENSATION

    | EXECUTIVE OFFICERS |

  36. 2024 DIRECTOR COMPENSATION

    The following table sets forth information regarding the individuals who serve as our executive officers as of the date hereof.

  37. 2024 DIRECTOR COMPENSATION

    | NAME | AGE | POSITION | | Scott Egan | 53 | Chief Executive Officer & Director | | James J. McKinney | 45 | Chief Financial Officer | | David E. Govrin | 61 | Group President and Chief Executive Officer of Global Reinsurance | | Rob Gibbs | 50 | Chief Executive Officer, SiriusPoint International | | Anthony Shapella | 42 | Group Chief Underwriting Officer |

  38. 2024 DIRECTOR COMPENSATION

    | SCOTT EGAN | Mr. Egan is Chief Executive Officer at SiriusPoint, having joined the Company in September 2022. Most recently the Chief Executive Officer of Royal Sun Alliance (RSA) UK & International from January 2019 to December 2021. Mr. Egan brings over 25 years of insurance industry experience to SiriusPoint. Mr. Egan served on the board of directors of RSA Insurance Group PLC from March 2015 to February 2022, formerly as CFO and latterly CEO of its UK and International business. He has held senior positions at a number of companies including Aviva, Zurich Financial Services, Brit Insurance and Towergate Broking. Mr Egan has a range of experience working across large domestic and international corporate, as well as private-equity backed businesses. He brings deep knowledge across retail financial services, and specific expertise in risk management and financial management. Mr. Egan currently serves as the Chairman of Premium Credit Group, a U.K. private company, a position he has held since November 2022. | | Chief Executive Officer since 2022 Age 53 | | | JAMES J. McKINNEY | Mr. McKinney has served as Chief Financial Officer of SiriusPoint Ltd. since June 2024. Mr. McKinney is an experienced finance leader with a range of exposures to publicly-traded financial services companies. Throughout his career, Mr. McKinney has held a variety of leadership roles. Most recently, Mr. McKinney was the EVP & CFO of Kemper Corporation from November 2016 to December 2023 where he architected the company’s strategic reset. Prior to Kemper, Mr. McKinney was the CFO of Banc of California from September 2015 to November 2016 where he helped build the infrastructure that enabled the bank to grow from $3.5 bi in assets to $11B in assets. Mr. McKinney has a Master’s in Accounting from Northern Illinois University and a Bachelor of Arts from DePauw University with majors in Economics and Computer Science. | | Chief Financial Officer since October 2024 Age 45 | |

  39. 2024 DIRECTOR COMPENSATION

    | DAVID E. GOVRIN | Mr. Govrin currently serves as Group President and Chief Executive Officer of Global Reinsurance. Previously Mr. Govrin served as Group President and Chief Underwriting Officer until January 2025. Mr. Govrin brings 32 years’ industry experience to the SiriusPoint leadership team. He has a diverse background having split his career in various roles on the advisory side of the industry and risk taking across a range of products and sectors. His background includes reinsurance brokerage, investment banking, capital markets, private equity, and underwriting. Mr. Govrin has served in a variety of senior positions at Third Point Reinsurance and was most recently President of Third Point Reinsurance (USA) Ltd., a position he held since May 2019. He also served as Head of Business Development of Third Point Reinsurance and began at Third Point Re in April 2017 as an Executive Vice President, Underwriting. Prior to joining Third Point Re, he was a Vice President in Berkshire Hathaway’s Reinsurance Group for seven years and a key member of the underwriting team. Before joining, Berkshire, Mr. Govrin founded Hudson Insurance Capital Partners in 2007, a specialty insurance-focused private equity fund, and Sierra Re Advisors, a boutique reinsurance intermediary. Prior to forming Sierra in 2006, Mr. Govrin built his reinsurance career at Goldman Sachs (1997-2002) and Guy Carpenter (1989-1997), in addition to Citigroup and Ritchie Capital Management. Before entering the reinsurance business in 1989, Mr. Govrin spent three years in fixed income at Dean Witter Reynolds and began his career in 1985 as a commercial credit analyst at Horizon Bank. Mr. Govrin holds a BS/BA in finance/real estate from the University of Denver, and an MBA in finance from New York University’s Stern School of Business. | | Group President and Chief Executive Officer of Global Reinsurance since March 2021 Age 61 | |

  40. 2024 DIRECTOR COMPENSATION

    | ROB GIBBS | Mr. Gibbs joined SiriusPoint International in December 2022. An Associate of the Chartered Insurance Institute (CII), Mr. Gibbs’ career in re/insurance spans over two decades in various underwriting and management positions with RSA. Prior to joining SiriusPoint International, Mr. Gibbs was Commercial Managing Director of RSA Insurance Group, a British multinational insurance company, from 2001 to December 2022, where he held various positions, including as Commercial Managing Director, Commercial Risk Solutions Managing Director, and Motability Managing Director. His achievements in that role include creating a single strong and profitable Commercial Lines business and leading the U.K. Corporate business to be considered ‘best in class’ at People & Partnerships, providing exceptional service and solutions to RSA’s commercial insurance customers. He also served on the board of RSA’s reinsurance company. Mr. Gibb’s previous roles at Motability include Director, Director Southern Regions, UK Mid-Market Managing Director, Profitability and Strategy Director UK Mid-Market, New Business Manager RSA Corporate and London Market Underwriter. Mr. Gibbs holds Director roles on the Sirius International Managing Agency (SIMA) and Sirius International (SINT) board of directors as well as leading the international business and SINT entity. | | Chief Executive Officer, SiriusPoint International since December 2022 Age 50 | | | ANTHONY SHAPELLA | Mr. Shapella has served as Group Chief Underwriting Officer at SiriusPoint since January 2025. Mr. Shapella joined the Company in September 2023 as Deputy Chief Underwriting Officer, after previously serving in several roles at AIG over a ten-year period from October 2012 to September 2023, including Global Head of Portfolio Analytics, Chief Risk Officer for Financial and Liability Lines and Risk Aggregation Analytics Director. Prior to that, Mr. Shapella worked for Towers Watson in insurance consulting and reinsurance brokerage roles. Mr. Shapella has an MBA from Fox School of Business at Temple University and a BS in Business Administration/Finance from Mount St. Mary’s University. | | Group Chief Underwriting Officer since 2025 Age 42 | |

  41. 2024 DIRECTOR COMPENSATION

    | EXECUTIVE COMPENSATION |

  42. 2024 DIRECTOR COMPENSATION

    | PROPOSAL 2 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT | |

  43. 2024 DIRECTOR COMPENSATION

    As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in accordance with Section 14A of the Exchange Act, the Company’s shareholders are entitled to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). This non-binding advisory vote, commonly known as a “Say-on-Pay” vote, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. As described in detail under “Compensation Discussion and Analysis,” our compensation programs are designed to

  44. 2024 DIRECTOR COMPENSATION

    | ● | attract, motivate and retain executives of outstanding ability to meet and exceed the demands of our business, |

  45. 2024 DIRECTOR COMPENSATION

    | ● | focus management on optimizing shareholder value and fostering an ownership culture, |

  46. 2024 DIRECTOR COMPENSATION

    | ● | create appropriate rewards for outstanding performance and reduced compensation for underperformance, and |

  47. 2024 DIRECTOR COMPENSATION

    | ● | be competitive and foster collaboration by rewarding executives for their contribution to our overall performance and financial success. |

  48. 2024 DIRECTOR COMPENSATION

    We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our shareholders and that the total compensation packages provided to our NEOs are reasonable and not excessive. For these reasons, the Board is asking shareholders to vote “FOR” the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” As an advisory vote, this Proposal 2 is not binding on the Board or the Compensation Committee (or any other committee of the Board), will not overrule any decisions made by the Board or the Compensation Committee (or any other committee of the Board) and will not require the Board or the Compensation Committee (or any other committee of the Board) to take any specific action. The outcome of this vote does not create or imply any change to the fiduciary duties of the Company or its Board or any of its committees (or any individual member thereof), or create or imply any additional fiduciary duties. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs. COMPENSATION DISCUSSION AND ANALYSIS

  49. 2024 DIRECTOR COMPENSATION

    | I. | OVERVIEW |

  50. 2024 DIRECTOR COMPENSATION

    This Compensation Discussion and Analysis (“CD&A”) provides an overview of the business context and results, as well as the material components of our executive compensation program, and the compensation of our NEOs. Our NEOs for fiscal year 2024 were the following executive officers:

  51. 2024 DIRECTOR COMPENSATION

    | ● | Scott Egan, Chief Executive Officer and Director |

  52. 2024 DIRECTOR COMPENSATION

    | ● | James J. McKinney, Chief Financial Officer |

  53. 2024 DIRECTOR COMPENSATION

    | ● | David E. Govrin, Group President and Chief Underwriting Officer |

  54. 2024 DIRECTOR COMPENSATION

    | ● | Rob Gibbs, President & CEO, SiriusPoint International |

  55. 2024 DIRECTOR COMPENSATION

    | ● | Stephen Yendall, former Chief Financial Officer |

  56. 2024 DIRECTOR COMPENSATION

    | II. | EXECUTIVE SUMMARY |

  57. 2024 DIRECTOR COMPENSATION

    2024 Performance Highlights 2024 is the second full year of performance of Mr. Egan and his leadership team. The Company has experienced a successful turnaround of the business starting from Mr. Egan’s appointment in September 2022 through 2023, and has continued to build on this foundation in 2024. The Company delivered an exceptionally strong set of financial results in 2024, with much improved underwriting and investment performance. All three earnings engines outperformed in 2024 delivering an underwriting profit for the Core Business of $200 million (up 34% versus fiscal year 2023 excluding loss portfolio transfers or “LPTs”); 100% owned A&H managing general agents (“MGAs”); net service fee income was $42 million (up 36% versus fiscal year 2023) with carrying book value of $89 million; net investment income was $304 million which was ahead of plan. The Company’s major performance accomplishments of 2024 included, but are not limited to, the following:*

  58. 2024 DIRECTOR COMPENSATION

    | ● | FY24 Core combined ratio of 91% which is a 2-point improvement (excluding LPTs) driven by 4-points of attritional loss ratio improvement on prior year. |

  59. 2024 DIRECTOR COMPENSATION

    | ● | Strong continuing lines gross premium written growth of 21% in the fourth quarter of fiscal year 2024 contributed to overall growth of 10% on prior year. This resulted in the ninth consecutive quarter of positive underwriting result and targeted growth. |

  60. 2024 DIRECTOR COMPENSATION

    | ● | Good stewardship of capital, with a relentless focus on value creation. The repurchase transaction with CM Bermuda which closed on February 27, 2025 simplified the shareholder and governance structure, while reducing volatility in the income statement from legacy financial instruments. The agreement was immediately accretive to book value per share and meaningfully accretive to our earnings per share and return on equity (“ROE”) metrics. |

  61. 2024 DIRECTOR COMPENSATION

    | ● | Continued prudent approach to reserving and managing volatility resulted in 15 consecutive quarters of favorable prior year development, surpassing insurance reserves liability duration of 3 years. The company managed through Hurricane Milton and the California wildfires with estimated losses of $40 |

  62. 2024 DIRECTOR COMPENSATION

    | million and $60 to $70 million respectively and were shielded from deterioration by a retrocession program. |

  63. 2024 DIRECTOR COMPENSATION

    | ● | Strong capital position and healthy balance sheet producing target returns, underlying ROE in fiscal year 2024 of 14.6% and diluted book value per share up 10% on prior year to $14.64. |

  64. 2024 DIRECTOR COMPENSATION

    *Note: Certain of these compensation performance metrics are non-GAAP financial measures. Please see Appendix A for our calculation of these measures and a reconciliation to the most directly comparable GAAP financial measures. Additional 2024 strategic business highlights include the following:

  65. 2024 DIRECTOR COMPENSATION

    | ● | The business has continued on its path to simplification with the ongoing rationalization of MGA equity stakes down to 20 from 36. The deconsolidation of Arcadian Risk Capital Ltd. has also been completed with no future impact to net income. The capital structure has also been simplified through $400 million debt re-financing, $994 million CMIG shareholder transactions and $115 million debt retirement. |

  66. 2024 DIRECTOR COMPENSATION

    | ● | The foundations of the business have been further strengthened through reducing volatility. The team have increased the mix from Specialty, MGA and A&H while reducing the Property mix from 22% to 14% of the portfolio. 3 LPTs have been delivered covering $2.1 billion of reserves, removing risk from exited businesses with more than 95% limit remaining on all LPTs. |

  67. 2024 DIRECTOR COMPENSATION

    | ● | The team have focused on profitability and delivering strong ROE with medium term ROE target increasing for two successive years. FY24 underlying ROE of 14.6% is at the upper end of the across the cycle target range of 12-15%. |

  68. 2024 DIRECTOR COMPENSATION

    | ● | We have built upon the significant changes made to the executive leadership team and the senior leadership team, bringing in further outstanding high-caliber leaders in key areas such as Underwriting, Pricing, Actuarial and Claims. |

  69. 2024 DIRECTOR COMPENSATION

    | ● | Our culture has continued to evolve and has been a key leadership priority since we believe a healthy, performance-oriented culture will help us to attract and retain the right people and incentivize our team to keep delivering on our promises to our stakeholders. This is bearing fruit as we continue to attract high-caliber individuals to our business. Building on the very clear Purpose, Vision, and Values that were delivered in 2023 we have built a set of leadership principles to guide and fuel outstanding leadership to deliver our aspirations. |

  70. 2024 DIRECTOR COMPENSATION

    | ● | We continued to see improved employee engagement in 2024, as evidenced in employee engagement survey results. |

  71. 2024 DIRECTOR COMPENSATION

    | ● | Listening groups are a key feature of our culture and we regularly get together with cross-functional employee groups at all locations to hear what is on their minds and ideas for improving our business and have a track record of taking action off the back of these sessions. |

  72. 2024 DIRECTOR COMPENSATION

    These accomplishments provide context for the compensation decisions taken for the performance year 2024. Our focus for 2025 is to build on last year’s progress, retain our underwriting-first approach,and to move the business forward to ultimately becoming best-in-class in the future. For further information regarding the Company’s financial performance in the year ended December 31, 2024, please refer to our Form 10-K filed with the Securities Exchange Commission on February 21, 2025. SiriusPoint’s 2024 Compensation Highlights The Company’s 2024 executive compensation program was designed to promote our pay-for-performance philosophy, with a significant majority of our NEOs’ direct compensation delivered in the form of at-risk, variable compensation (in the form of both short-term cash incentives and long-term equity incentives), as well as our commitment to sound corporate governance and proper risk-management. The 2024 program was designed to be aligned with the interests of our shareholders by tying executive compensation to metrics that we believe support the creation of long-term shareholder value. The Compensation Committee reviews and evaluates the performance and compensation of our NEOs annually, assessing performance in relation to our strategic, operational and financial performance. In designing the 2024 program, the Compensation Committee reviewed the short-term incentive (“STI”) and long-term incentive (“LTI”) structures that were put in place in 2023, and determined that they remained appropriate for driving the desired performance outcomes in 2024. The STI and LTI plans are as follows:

  73. 2024 DIRECTOR COMPENSATION

    | ● | The STI plan is made up of two components: Core Combined Ratio (70%) and Strategic Objectives (30%). Importantly nothing can become payable under the STI plan unless a threshold of Core Combined Ratio performance is delivered. This clearly underpins the philosophy of “underwriting first” that has been developed and implemented at SiriusPoint to drive a clear business focus on underwriting results. |

  74. 2024 DIRECTOR COMPENSATION

    | ● | The LTI plan is made up of a combination of an award of a number of performance based restricted stock units (“PSUs”)and time-based restricted stock units (“RSUs”), with 75% of annual awards being granted as PSUs and 25% as RSUs. The vesting of PSUs is 100% driven by the growth of net book value per share over a compound 3-year period, and the RSUs are designed to be a retentive factor alongside the performance driven factor. |

  75. 2024 DIRECTOR COMPENSATION

    Full details of the plans can be found in later sections of this report, and these plans are considered as fundamental driving platforms to support the drive to build a high performance oriented culture. The Compensation Committee also reviewed the Shareholding Requirements Policy for the NEOs and other members of the Executive Leadership Team, and changes were made to take effect from January 1, 2025. The revised policy is outlined below. The Compensation Committee also considered a Risk Review of performance and compensation outcomes as part of its determination of the incentive plan results for the year. PAY-FOR-PERFORMANCE ALIGNMENT The performance culture at SiriusPoint is a defining feature of how we run our business and our remuneration approach and incentive plan operation are critical in supporting and sustaining this culture. Our executive compensation program is designed to be aligned with the interests of our shareholders and to create long term shareholder value. The Compensation Committee reviews and evaluates the performance of our NEOs annually, assessing performance in relation to the Company’s strategic, operational and financial performance over both the short and long term. The Compensation Committee sets challenging targets for all performance-based compensation to further align executive compensation with the long-term interests of the Company’s shareholders. We believe that in fiscal year 2024 the business performance and resultant impact on executive compensation were very much aligned with the delivery of strong shareholder returns:

  76. 2024 DIRECTOR COMPENSATION

    | ● | Base salaries for NEOs were increased by 4% between 2023 and 2024. |

  77. 2024 DIRECTOR COMPENSATION

    | ● | In light of the financial results outlined above, the overall Company bonus pool was funded at 151.3% of target. Once the overall Company bonus pool is determined what is actually paid out of the STI plan is determined by an assessment of performance, and as a result, the NEOs’ bonus levels vary. |

  78. 2024 DIRECTOR COMPENSATION

    | ● | Long-term incentives were granted in 2024 in the form of PSUs where vesting is contingent on company performance measures being achieved (75% weighting) and RSUs where vesting is subject to continuous service (25% weighting). The target LTI opportunities for NEOs reflect market practice, their experience and performance, retention considerations and their employment agreements. |

  79. 2024 DIRECTOR COMPENSATION

    These outcomes are discussed more fully in the report. In determining the Company’s operating plan for fiscal year 2025, as agreed to by the Board, the Compensation Committee determined to strengthen the incentive targets for 2025. The Core Combined Ratio target in the STI plan was strengthened from 92.9% to 91.3%, with a range from 96.0% at threshold to 88.3% at maximum. We align the STI plan with our shareholders interests with modest payments being made at threshold and maximum payments being made only at a exceptionally strong level of COR combined ratio.

  80. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | WHAT WE DO | | WHAT WE DON’T DO | | | | We focus on attracting and retaining superior and diverse executive talent | | We do not award stock options with an exercise price below 100% of fair market value | | | We require officers and directors to satisfy meaningful share ownership requirements | | We do not allow our directors, executive officers, employees or their related persons to pledge the Company’s securities as collateral for loans or for any other purpose | | | We seek to mitigate undue risk in compensation programs through informed performance goal-setting that considers multiple financial and non-financial factors | | We do not allow our directors, executive officers, employees or their related persons to hedge the Company’s securities | | | Our Compensation Committee retains the services of an independent compensation consultant | | We do not provide “gross-ups” for golden parachute taxes | | | We generally consider market and industry data when setting executive pay, using the median as a reference point to understand the general market | | We do not reprice stock options unless approved in advance by our shareholders | | | We maintain a clawback policy applicable to executive officers in the event of a financial statement restatement, and, in January 2024, we expanded this policy to allow recoupment for serious/gross misconduct | | We do not incentivize excessive risk-taking through our compensation programs, and a review of risk events forms part of the Compensation Committee’s considerations when making award decisions | | | We offer double-trigger change-in-control benefits | | |

  81. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | EVALUATE | | APPROVE | | | ● | Market data from independent compensation consultant | ● | Company performance metrics for annual and long-term compensation, and specific targets, thresholds and maximums for each measure | | ● | Peer group composition | ● | Individual performance goals for NEOs | | ● | Ability of compensation program to attract and retain superior talent | ● | Achievement of performance metrics for annual incentive plan and long-term incentive plan | | ● | Alignment of performance measures with overall strategy | ● | Salary, benefits and target annual and long-term incentive compensation levels for NEOs | | ● | Feedback from annual-say-on-pay vote | | | | DISCUSS | | | | | ● | Progress against financial and strategic goals | | | | ● | Report from Chief Risk Officer on any material risk items, to inform incentive award decisions | | | | ● | Risk assessment of executive compensation program | | | | ● | Market and governance practices | | |

  82. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | Provide compensation and benefits packages that are competitive with other peer companies operating in the reinsurance and insurance industry; |

  83. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | Focus on long-term performance to support shareholder value creation and retain executives. |

  84. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | V. | PEER GROUP |

  85. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    The Compensation Committee uses a peer group to evaluate executive compensation decisions. The Compensation Committee believes that the Company’s peer group should reflect the markets in which the Company competes for business, executive talent and capital. Accordingly, the peer group includes companies meeting one or more of the following peer group selection criteria:

  86. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | | ASSETS(1) | REVENUES(1) | MARKET CAPITALIZATION(2) | | SiriusPoint | $12,525 | $2,656 | $2,654 | | Relative Peer Group Position: 2024 Peer Group(3) | 50th percentile | 48th percentile | 29th percentile |

  87. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | (3) Relative peer group positioning excludes Argo Group International Holdings Ltd., which was acquired by Brookfield Reinsurance in November 2023. |

  88. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | annual cash incentive compensation; |

  89. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | long-term incentive compensation; |

  90. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | | | ELEMENT | PURPOSE | | FIXED | | BASE SALARY | ● To provide base compensation for our executive officers’ ongoing performance of job responsibilities throughout the year. ● To attract and retain executive officers with the knowledge, skills and abilities necessary to successfully execute their job responsibilities. ● To recognize each executive officer’s position, role, responsibility and experience. | | VARIABLE | Short-term | ANNUAL CASH INCENTIVE | ● To focus our executive officers on achieving the annual goals of the Company by paying rewards to the extent the goals are fulfilled. ● To recognize how our executive officers have performed in meeting their established goals for the year. ● To reward exceptional performance through increased cash incentive payouts (subject to the overall annual cash incentive pool), and lower payouts where individual performance is below expectations. | | | Long-term | EQUITY AWARDS | ● To align the interests of employees with shareholders through meaningful equity participation and long-term ownership. ● To promote the long-term retention of our executive officers. | | ADDITIONAL BENEFITS | | Retirement, Health and Welfare Benefits | ● To provide our executive officers with an opportunity to save for retirement. ● To help ensure that we have productive and focused executive officers through reliable and competitive health and other benefits. | | | Benefits | Perquisites (for certain NEOs working outside of their home country) | ● To attract and retain key executive officers in Bermuda (in line with typical insurance/reinsurance industry and Bermuda-based company practice). ● To rationalize the income of expatriate executive officers, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income that such employees would earn as employees within their native countries. |

  91. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | VIII. | ANNUAL CASH INCENTIVE PAY |

  92. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    The primary purpose of annual cash incentive pay is to reward executive performance during the year based upon the achievement of business and individual goals. Performance metrics are set based on the short-term measures that the Compensation Committee deems necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee’s judgment. Annual Cash Incentive Plan for 2024 Each of the NEOs, participated in our annual cash incentive plan (the “Annual Incentive Plan”) pursuant to which they were eligible to receive a cash incentive award based primarily on company performance during the year. The total cash incentive pool for the 2024 Annual Incentive Plan was calculated by applying the actual results of the financial metric, weighted at 70%, and the strategic metrics, weighted at 30%. The financial and strategic metrics for the 2024 Annual Incentive Plan were intended to motivate continued progress with the turnaround of the business. For 2024, the Compensation Committee used one financial performance metric (Core combined ratio) to incentivize all leaders and colleagues to focus on profitability and the achievement of a shared goal. The Compensation Committee selected Core combined ratio as the sole financial performance metric under the 2024 Annual Incentive Plan because the Compensation Committee believes it effectively measures the profitability of the Company’s business. The Core combined ratio metric is commonly used by industry peer companies to measure performance and the value created through effective underwriting. The 2024 Core combined ratio goal was designed to be challenging but achievable with strong management performance. The strategic objectives listed in the table below were deemed critical to establishing a strong foundation for the future direction and operation of the Company.

  93. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    The Core combined ratio financial performance metric had a potential performance range of 50% at threshold to 200% at maximum for its 70% contribution (with no payout below threshold). The strategic objectives had a potential performance range of 0% to 100% of target for their 30% weighting (with no payouts if the Core combined ratio financial performance metric was below threshold). As a result, the maximum funding level of the Annual Incentive Plan was 170% of the aggregate target bonus amounts for all participants in the Annual Incentive Plan.

  94. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | 2024 Annual Cash Incentive Metrics | | | | | | | | | Annual Cash Incentive Performance Metrics | Threshold | Target | Maximum | Actual Result | Actual Payout as a % of Target | Weight | Bonus Pool Funding | | Core combined ratio(1) | 93.9% 50% payout (0% if greater than 93.9%) | 92.9% 100% payout if at target | <=89.9% 200% payout if equal to this target or lower | 91.0%(2) | 173.0% | 70.0% | 151.3% | | Strategic Goals | Not Met/Partial 0/50% payout cliff | | Fully Achieved 100% payout | See narrative below | 100.0% | 30.0% | |

  95. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | (2) The Company’s payout factor is determined based on Core combined ratio with an assumption of target incentive payout, which translates to 90.7%. |

  96. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    The individual Annual Incentive Plan payments to the NEOs were determined by the Compensation Committee based on the target annual cash incentive opportunity for each applicable NEO and the amount of the overall total cash incentive pool. These amounts could then be modified by the application of business unit/function and individual performance modifiers (as determined in the discretion of the Compensation Committee and the CEO based upon individualized performance goals set for each such NEO by the Compensation Committee in March 2024), as illustrated below: In February 2025, the Compensation Committee reviewed the Company’s performance for the 2024 fiscal year, and determined that the Company’s Core combined ratio was 91%, resulting in a payout factor of 173% of target for the financial performance metric. The Compensation Committee also assessed the Company’s progress with respect to the six Company-wide strategic objectives approved in February 2024. Within each area, potential actions were identified for management to pursue. In February 2025, the Compensation Committee assessed performance as summarized below. Based on this discussion, the Compensation Committee determined that the strategic goals metric was achieved at 100% of target.

  97. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    (1) “ROTE” refers to return on tangible equity and is calculated as the Company’s net income for the period over the average tangible equity available to common shareholders. The Compensation Committee also considered a report from the Chief Risk Officer to consider if any downward adjustment to the funding or individual awards should be made for risk-related items. After considering the Chief Risk Officer’s report, the Compensation Committee concluded that the scoring of the components of the plan were appropriate, and there were no factors that warranted adjustment for risk-related items. The chart below sets forth our participating NEOs’ target annual cash incentive opportunities under the 2024 Annual Incentive Plan and the actual cash incentive paid to each such NEO who was entitled to receive a bonus payment under the Annual Incentive Plan for fiscal year 2024. For 2024, each of these NEOs had an annual cash incentive target opportunity that was expressed as a percentage of the NEO’s year-end base salary. The actual annual incentive payout for each NEO was determined by the application of business unit/function and individual performance modifiers (as determined in the discretion of the Compensation Committee and, for Messrs McKinney, Govrin, and Gibbs, the CEO, based upon individualized performance goals set for Messrs. Egan, Govrin, and Gibbs by the Compensation Committee in March 2024 and for Mr. McKinney at the time of his hiring) to the target annual cash incentive opportunity. As a result, different levels of payout were allocated to each NEO. The annual cash incentive target opportunities were determined by the Compensation Committee based on seniority, role and responsibilities within the Company, experience level, and competitive market data.

  98. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | | TARGET ANNUAL CASH INCENTIVE OPPORTUNITY | | ACTUAL ANNUAL INCENTIVE PAID | | | NEO | % OF BASE SALARY | ($) | ANNUAL CASH INCENTIVE* | ($) | | Scott Egan(1) | 140% | 1,601,600 | 151.3% | 2,423,221 | | James J. McKinney(2) | 100% | 363,014 | 151.3% | 549,240 | | David E. Govrin | 100% | 676,000 | 165.0% | 1,115,400 | | Rob Gibbs(3) | 100% | 488,631 | 80.0% | 390,905 | | Stephen Yendall(4) | 100% | 493,465 | —% | — |

  99. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | (2) Mr. McKinney commenced employment with the Company on June 3, 2024, and his Actual Annual Incentive Paid value was prorated based on the number of days he worked in fiscal year 2024. |

  100. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | (4) Mr. Yendall was not eligible for an annual cash award pursuant to the Annual Incentive Plan due to his termination on June 7, 2024. He received a pro-rated amount of his Target Annual Cash Incentive at the time of his termination based on the number of days he worked in fiscal year 2024. Mr. Yendall was paid in Canadian dollars. The amount reflected in this table has been converted to U.S. dollars using the December 31, 2024, spot rate of 0.6954 U.S. dollars to Canadian dollars. |

  101. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | IX. | LONG-TERM INCENTIVES |

  102. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | LTIs aim to provide balance to a short-term performance focus. Executives should be focused on achievement of the Company’s long-term strategic objectives. Through LTIs, we encourage executives to drive strong Company performance over the long term. |

  103. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | LTI awards should reflect market-competitive compensation levels. Individual grants vary based on individual performance, which reward individual achievement as well as long-term corporate performance. |

  104. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | The mix of LTIs will vary by role and level in the Company to balance retention, the drive for long-term growth in shareholder value and the individual’s ability to contribute to value creation. |

  105. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | The Company may use a variety of incentive awards from year to year to deliver LTIs. |

  106. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | ● | Our LTI program provides for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives. |

  107. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    Grant Timing Policy The Compensation Committee and senior management monitor the Company’s equity grant policies to evaluate whether such policies comply with applicable law and are consistent with good corporate practices. Grants to the executive officers are generally made at the Compensation Committee meeting held in April of each year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer’s performance, which enables the Compensation Committee to consider both the prior year’s performance and expectations for the succeeding year in making grant decisions. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation. We did not grant stock options, stock appreciation rights, or similar option-like instruments during 2024 and do not currently intend to grant those types of awards to our directors and senior management as part of our compensation program. Long-Term Incentives Awarded in 2024 In 2024, the Compensation Committee granted LTI awards to each of our NEOs under the 2023 Omnibus Incentive Plan pursuant to the program design described below. 75% of the awards were granted in the form of PSUs and 25% in the form of RSUs. The Compensation Committee designed the LTI awards for 2024 to achieve various objectives:

  108. SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

    | Element | Key Metrics | Features | | PSUs | ● Vesting subject to the achievement of targets based on the Compound annual growth rate of the Company’s tangible net book value per share (“NBVPS”) between December 31, 2023, and December 31, 2026, and continued service | ● Provides alignment with shareholders ● 3-year cliff vesting period ● Fosters retention | | RSUs | ● Vesting subject to continued service over a 3-year period following the grant date | ● Provides alignment with shareholders ● 3-year tranche vesting period (vests in equal tranches after years 1, 2, and 3) ● Fosters retention |

  109. 2024 PSUs

    2024 PSUs In 2024, PSUs were granted subject to cliff-vesting at the end of a three-year performance period (beginning December 31, 2023, and ending December 31, 2026) based upon compound annual growth rate of the Company’s tangible NBVPS during the performance period, as set forth below:

  110. 2024 PSUs

    | 2024-26 PSUs | Below “Threshold” Levels of Performance | “Threshold” Levels of Performance | “Target” Levels of Performance | “Maximum” Levels of Performance | | Compound Annualized Growth Rate in tangible NBVPS(1) | below 7% | 7% | 9% | 11% | | Vesting level (% of target opportunity)(2) | 0% | 50% | 100% | 200% |

  111. 2024 PSUs

    | (1) Tangible NBVPS compound annualized growth rate will be calculated subject to standard adjustments for currency and exchange rates, accounting changes, and dividend and capital payments, and also excludes certain selected legacy investments disposed of by the Company prior to December 31, 2024. |

  112. 2024 PSUs

    | (2) For performance between the levels shown in the table, the vesting level will be determined using linear interpolation. |

  113. 2024 PSUs

    The Compensation Committee determined to award long-term incentives in the form of PSUs in order to align with market practice and to create a more direct alignment between pay and performance.

  114. 2024 RSUs

    2024 RSUs The Compensation Committee believes that time-based RSUs align the interests of our NEOs with the interests of our shareholders through the Company’s share price performance, and also fosters retention of our NEOs as they vest ratably over a three-year period. Time-vesting RSUs granted to our NEOs in April 2024 will vest in equal annual installments on the first three anniversaries of the grant date, subject to each NEO’s continued employment through each vesting date, with the last one-third of such awards becoming fully vested in April 2027. 2024 TARGET LONG-TERM INCENTIVE AWARD OPPORTUNITIES Mr. McKinney was not employed at the time the Compensation Committee established the 2024 target LTI awards and was granted awards of PSUs and RSUs in connection with his hiring. Messrs. Egan, Govrin, Gibbs, and Yendall have target incentive opportunities outlined in their respective employment agreements and offer letters, as applicable, and using these targets the Compensation Committee established the 2024 target LTI award opportunity for each of these NEOs after considering the following:

  115. 2024 RSUs

    | ● | A competitive market analysis of each NEO’s total compensation and the portion of total compensation provided as LTIs, relative to similar roles at companies in our Peer Group; |

  116. 2024 RSUs

    | ● | The Company’s and each NEO’s individual performance and their expected future contributions; and |

  117. 2024 RSUs

    | ● | The NEO’s level of experience in their role. |

  118. 2024 RSUs

    Awards under our long-term incentive program which were made to our NEOs in April 2024 (other than Mr. McKinney, whose awards were granted in connection with his hiring), are reflected in the table below.

  119. 2024 RSUs

    | | | Number of Units Granted in 2024 | | | NEO | 2024 Total Grant Value ($) | RSUs | PSUs (at target) | | Scott Egan | 4,004,002 | 80,791 | 242,373 | | James J. McKinney(1) | 1,250,010 | 24,704 | 74,111 | | David E. Govrin | 1,689,996 | 34,100 | 102,300 | | Rob Gibbs | 859,705 | 17,347 | 52,040 | | Stephen Yendall(2) | 1,042,433 | 21,034 | 63,101 |

  120. 2024 RSUs

    | (1) Mr. McKinney was not employed with the Company as of April 2024. Mr. McKinney was granted 74,111 PSUs and 24,704 RSUs on June 3, 2024. |

  121. 2024 RSUs

    | (2) In connection with the terms of his termination on June 7, 2024, Mr. Yendall will vest into the portion of RSUs set to vest in April 2025 (7,011), and he forfeited the remainder of the RSUs granted to him in 2024 at the time of his termination. Mr. Yendall remains eligible to vest in a pro-rated portion of the target PSUs he was granted in 2024 based on the number of days he worked in 2024 (2,335) and the actual performance of the Company achieved during the performance period. |

  122. 2024 RSUs

    In February 2025, the Compensation Committee approved the grant of 2025 annual LTI awards for NEOs and other critical leaders to be delivered 75% in the form of PSUs and 25% in the form of RSUs, as was done in 2024. The performance factor for the PSUs is three-year tangible NBVPS performance.

  123. 2024 RSUs

    | X. | OTHER BENEFITS AND PERQUISITES |

  124. 2024 RSUs

    Other Benefits The Company provides health and welfare plans, such as medical coverage and life and disability insurance, in line with applicable market conditions and applicable law. We believe these health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The Company also maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. For eligible US employees, the Company maintains a 401(k) plan under which the Company provides matching contributions of up to 6% of eligible compensation. For eligible UK employees, the Company maintains a defined contribution pension plan pursuant to which the Company contributes up to 12% of annual salary for eligible employees or, for UK employees who have paid the maximum amount into this plan (in line with either the lifetime allowance or the annual allowance), the Company will pay the remainder of the 12% employer pension contribution to the individual in cash via payroll as a pension supplement). For eligible Canadian employees, the Company maintains a Retirement Savings Plan pursuant to which the Company contributes up to 12% of annual salary for eligible employees. For eligible Bermudian employees, the Company maintains a defined contribution plan pursuant to which the Company contributes an amount equal to 10% of each participating employee’s annual base salary. We annually review the level of employee benefits provided to NEOs and believe that the employee benefits provided are reasonable and consistent with market practices in the jurisdictions in which the Company operates. The NEOs are eligible to participate in the health and welfare and defined contribution plans during employment on the same basis as all other employees, subject to applicable tax and other limits on contributions. In lieu of participating in the Company’s Bermudian defined contribution plan, following his relocation to Bermuda, Mr. Egan instead receives a cash payment equal to 12% of his base salary per month, based on the terms of his Bermuda employment agreements. Certain additional NEOs have received cash retirement benefits provided outside of the Company’s retirement plans as described in further detail under “Compensation Tables — 2024 Summary Compensation Table” below. Perquisites The Company provides customary additional benefits to certain expatriate employees working outside of their home country, including each of our expatriate NEOs, to better enable the Company to attract and retain key employees. The purpose of these benefits is to support the additional costs of living abroad, and neutralize the impact of additional taxation as a result of compensation for additional housing and transportation expenses, such that the income is rationalized with the income that such employees would earn as employees in their native countries. These additional benefits are as follows:

  125. 2024 RSUs

    | ● | HOUSING EXPENSES. Given the unique challenges of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, in connection with Mr. Egan’s Company required relocation to Bermuda, during 2024, the Company provided Mr. Egan with certain relocation and housing benefits, which we believe are customary for executives relocating to Bermuda. These benefits include an annual housing allowance. |

  126. 2024 RSUs

    | ● | TAX EXPENSES. To the extent the Company’s reimbursement of an expatriate NEO’s housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of Bermuda payroll taxes and social insurance for our expatriate NEOs. |

  127. 2024 RSUs

    | ● | TAX PREPARATION EXPENSES. Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives’ tax preparation expenses, up to reasonable limits per annum. |

  128. 2024 RSUs

    | XI. | EMPLOYMENT AGREEMENTS AND SEPARATION AGREEMENT WITH NEOs |

  129. 2024 RSUs

    We are party to an employment agreement or offer letter agreement with each of the NEOs, and in the case of Mr. Yendall, we were party to an offer letter with him during his employment and entered into a separation agreement with him in connection with his termination. We believe that such arrangements provide retentive value, and provide us with a competitive advantage in the recruiting process. Generally speaking, the arrangements describe the basic terms of the NEO’s employment, including his or her start date, starting salary, annual incentive target, and long-term incentive target award. The terms of these arrangements are more fully discussed below under “2024 Potential Payments Upon Termination or a Change in Control.” On May 21, 2024, the Company entered into an offer letter with Mr. McKinney. Pursuant to the offer letter, Mr. McKinney is entitled to receive (a) base salary at the annual rate of $625,000, (b) a target annual bonus opportunity of 100% of his base salary, and (c) an annual long-term incentive award having a target grant-date value equal to 200% of his base salary, to be provided in forms of awards no less favorable than those granted to other members of senior management. The offer letter also provides that Mr. McKinney can participate in all of the Company’s retirement, health and welfare, and other benefit plans which are provided to similarly situated senior executives of the Company in the United States. Mr. McKinney is subject to certain restrictive covenants, including perpetual confidentiality, and non-compete and employee and customer non-solicitation covenants during the term of employment and for six months thereafter.

  130. 2024 RSUs

    | XII. | OTHER COMPENSATION PRACTICES AND POLICIES |

  131. 2024 RSUs

    Share Ownership Guidelines The Company has adopted share ownership guidelines pursuant to the Director and Executive Share Ownership Policy to further align the economic interests of our directors and executive officers (“Designated Individuals”) with the interests of our shareholders. To accomplish this, Designated Individuals are expected not only to receive equity-based compensation but also to maintain a significant long-term equity interest in the Company. The table below summarizes the guidelines:

  132. 2024 RSUs

    | POSITION | SHARE OWNERSHIP REQUIREMENT | SHARES COUNTED TOWARD GUIDELINES | TIME PERIOD TO ACHIEVE | RETENTION REQUIREMENTS | | Chief Executive Officer | 5x base salary | ● Shares owned outright ● Performance shares, upon vesting ● Restricted shares, upon vesting | Individuals subject to this policy have five years from the date of eligibility to meet the minimum ownership requirements. | Must retain 50% of net shares issued upon exercise of share options or vesting of share awards until guidelines are achieved. | | Other Executive Officers | 3x base salary | | | | | Independent Directors | 3x annual cash retainer | | | |

  133. 2024 RSUs

    Clawback Policy We have implemented an Executive Compensation Clawback Policy, that is applicable to all current and former Section 16 officers (“Covered Executive”), including our CEO. In the event of a restatement of the Company’s financial results, this policy authorizes the Company, through the Compensation Committee, to recover any portion of incentive compensation paid or awarded to such Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board. In 2023, the Company’s Executive Compensation Clawback Policy was updated to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NYSE listing standards. The policy was further amended in 2024 to permit the clawback of certain short-term and long-term incentive compensation, as well as to permit adjustments to awards already made but not yet paid, in the event of serious or gross misconduct on the part of the executive. During fiscal year 2024, there were no events that triggered a right to a clawback or recoupment from any of our Covered Executives. Insider Trading Policy The Company has adopted an insider trading policy which governs the purchase, sale and other dispositions of the Company’s securities and applies to directors, officers, and employees. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. Hedging and Pledging Our Insider Trading Policy prohibits our employees and directors from directly or indirectly engaging in any hedging or monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) with respect to Company shares. No exceptions are allowed for such transactions under the Trading Policy. Pledging of Company shares (such as collateral for a loan, including through the use of traditional margin accounts with a broker) is also prohibited under our policy. No NEO has pledged the Company’s shares. Role of the Compensation Committee The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors, authorizing employment and related agreements regarding executive officers, and authorizing and ratifying equity grants and other incentive arrangements. In addition, the Compensation Committee reviews the Company’s strategy regarding human capital management, including diversity and talent and CEO Succession planning. It has the ability to appoint independent compensation consultants to provide it with relevant information and advice to inform its decision-making. Our CEO makes compensation recommendations to the Compensation Committee with respect to our NEOs, other than himself, including recommendations for salary adjustments, annual cash incentives and long-term incentive awards for review, feedback, and approval. Role of the Compensation Consultant Mercer, the Compensation Committee’s independent compensation consultant, reports directly to the Compensation Committee. Mercer’s advisory services primarily include:

  134. 2024 RSUs

    | ● | Providing expert input on industry trends, as well as executive compensation developments from a broader perspective; |

  135. 2024 RSUs

    | ● | Assessing the extent to which our pay levels and practices are competitively aligned with market practice; and |

  136. 2024 RSUs

    | ● | Facilitating objective, data-based compensation decisions in succession and annual pay planning processes. |

  137. 2024 RSUs

    The Committee retains sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time. The Committee has assessed the independence of the compensation consultant pursuant to the listing standards of the NYSE and SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the Committee. Compensation Risk Assessment The Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the Company’s compensation policies and practices, in conjunction with the Company’s existing processes and controls, do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company.

  138. 2024 RSUs

    | COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with members of management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024. | | THE COMPENSATION COMMITTEE Jason Robart, Chairperson Mehdi A. Mahmud Franklin Montross IV |

  139. COMPENSATION TABLES

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | BONUS ($) | SHARE AWARDS ($)(1) | OPTION AWARDS ($) | NON EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Scott Egan(4) CEO and Director | 2024 | 1,133,000 | — | 3,881,200 | — | 2,423,221 | 1,923,597 | 9,361,018 | | | 2023 | 1,144,451 | 1,540,000 | 4,889,402 | — | 1,001,000 | 1,707,617 | 10,282,470 | | | 2022 | 320,422 | 346,173 | 3,472,002 | 1,530,000 | — | 149,407 | 5,818,004 | | James J. McKinney Chief Financial Officer | 2024 | 362,981 | — | 1,278,666 | — | 549,240 | 15,865 | 2,206,752 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | David E. Govrin Group President | 2024 | 672,000 | — | 1,638,164 | | 1,115,400 | 21,200 | 3,446,764 | | | 2023 | 675,000 | — | 1,989,149 | — | 1,072,500 | 63,895 | 3,800,544 | | | 2022 | 544,808 | — | 3,168,749 | 1,169,501 | 910,000 | 40,500 | 5,833,558 | | Rob Gibbs(5) President & CEO, SiriusPoint International | 2024 | 485,499 | — | 833,338 | — | 390,905 | 52,403 | 1,762,145 | | | 2023 | 477,506 | 477,506 | 970,128 | — | 310,379 | 48,347 | 2,283,866 | | | 2022 | — | — | — | — | — | — | — | | Stephen Yendall(6) Former Chief Financial Officer | 2024 | 265,495 | — | 1,010,461 | — | — | 855,080 | 2,131,036 | | | 2023 | 515,932 | 515,932 | 1,224,087 | — | 335,356 | 72,230 | 2,663,537 | | | 2022 | 83,976 | 236,302 | 631,995 | 436,000 | — | 868 | 1,389,141 |

  140. Outstanding Equity Awards

    Outstanding Equity Awards Under the 2013 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan, and applicable award agreements, the NEOs’ outstanding equity awards will be treated as follows in connection with certain terminations as described below. As a result of death or disability: 1. The unvested RSUs (excluding Mr. Govrin’s 2022 RSUs) that are set to vest on the next scheduled vesting date will vest on such date. All other unvested RSUs (excluding Mr. Govrin’s 2022 RSUs) are forfeited on the date of termination. 2. If the termination is prior to the end of the performance period, the unvested PSUs will vest on a pro-rated basis based on target performance. 3. If the termination is after the end of the performance period, the unvested PSUs will vest based on actual performance. 4. Mr. Govrin’s unvested 2022 RSUs will be deemed fully vested on the date his termination.* 5. Mr. Govrin’s unvested stock options will be forfeited on the date of termination. Mr. Govrin will have 180 days to exercise his vested stock options. *Mr. Govrin’s 2022 RSUs will become fully vested in the event his employment is terminated by the Company without Cause (as defined in the 2013 Omnibus Incentive Plan), if he resigns with Good Reason (as defined in the 2013 Omnibus Incentive Plan), or if he voluntarily retires after October 31, 2025. Upon a termination of the NEO’s employment by the Company without cause or the resignation by the NEO with good reason in the 90 days prior to a change in control or 24 months following a change in control, subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company, within 60 days of the termination, if applicable (as such terms are defined in the 2013 Omnibus Incentive Plan and 2023 Omnibus Incentive Plan): 1. All unvested RSUs will become fully vested on the date of termination (or, in the event of termination prior to a change in control, the change in control). 2. All unvested PSUs will vest on the effective date of the NEO’s termination of service (or, in the event of a termination prior to a change in control, the change in control) at the greater of target and actual performance achieved through the end of the fiscal quarter ending immediately prior to the change in control, and any remaining unvested PSUs will be forfeited. 3. Mr. Govrin’s unvested stock options will become fully vested and exercisable on the date of termination (or, in the event of a termination prior to a change in control, the change in Control). If awards are not assumed in connection with a change in control they will become fully vested upon the change in control, and in the case of stock options fully exercisable.

  141. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

  142. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | Name | Cash Severance Payment | Value of Acceleration/ | Continuing Welfare | Aggregate | | | ($)(1) | Lapse of Restrictions on | Insurance Benefit | Payments ($) | | | | Equity Awards ($)(2) | ($)(3) | | | Scott Egan(4)(5) | 4,139,221 | 1,662,274 | 87,763 | 5,889,258 | | James J. McKinney | — | — | — | — | | David E. Govrin(5) | 1,791,400 | 4,622,855 | 35,349 | 6,449,604 | | Rob Gibbs(5)(6) | 879,536 | — | 53,659 | 933,195 | | Stephen Yendall(7) | 835,723 | 954,750 | — | 1,790,473 |

  143. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (1) Reflects cash payments for Messrs. Egan, Gibbs, and Govrin equal to (i) pro-rated annual bonus based on actual performance and (ii) 18 months of base salary (Mr. Egan) or 12 months of base salary (Messrs. Gibbs and Govrin). |

  144. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (2) Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested equity awards. See “2024 Potential Payment Upon a Termination or a Change in Control – Equity Awards” above for a discussion of the treatment of the equity upon the different terminations. The value of such accelerated vesting or lapse of |

  145. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024.

  146. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (3) Reflects the cost to us of (i) the continued provision of medical and life insurance benefits for 18 months following Mr. Egan’s termination date and 12 months following Mr. Gibbs’ termination date, and (ii) subsidized COBRA continuation coverage for 12 months at active employee rates for Mr. Govrin. |

  147. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (4) Mr. Egan is paid in Bermudian dollars. The currency is on par with the U.S. dollar and no conversion is necessary. |

  148. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (5) Any termination of the employment of Messrs. Egan, Gibbs, or Govrin by the Company for any reason other than “Cause” or by the NEO for any reason other than “Good Reason” requires six months’ advance written notice. The Company can elect at any point during the notice period to terminate the NEO’s employment immediately, and make a payment in lieu of notice, equal to the base salary the NEO would have been paid had he continued to be employed during the notice period. |

  149. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (6) Mr. Gibbs is paid in British pounds. The amounts reported in this table for Mr. Gibbs have been converted to U.S. dollars using the December 31, 2024, spot rate of 1.2529 U.S. dollars to British pounds. |

  150. Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control

    | (7) As discussed above, Mr. Yendall left the Company on June 7, 2024, and the amounts reported in this table reflect the amounts actually paid to Mr. Yendall in connection with the termination of his employment. See “2024 Potential Payment Upon a Termination or Change in Control – Separation Agreement” above for a discussion of the severance payments provided following his departure. Prior to his departure, Mr. Yendall was paid in Canadian dollars. The amounts reported in this table for Mr. Yendall have been converted to U.S. dollars using the December 31, 2024, spot rate of 0.6954 U.S. dollars to Canadian dollars. |

  151. Potential Payments Upon Death or Disability

    Potential Payments Upon Death or Disability

  152. Potential Payments Upon Death or Disability

    | Name | Cash Severance | Value of Acceleration/ | Continuing Welfare | Aggregate | | | Payment($) | Lapse of Restrictions | Insurance Benefit ($) | Payments ($) | | | | on Equity Awards ($)(1) | | | | Scott Egan(2) | — | 7,226,513 | — | 7,226,513 | | James J. McKinney | — | 371,159 | — | 371,159 | | David E. Govrin | — | 5,087,953 | — | 5,087,953 | | Rob Gibbs(3) | — | 1,125,598 | — | 1,125,598 |

  153. Potential Payments Upon Death or Disability

    | (1) Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested RSU awards, restricted share awards and options in connection with a termination of employment as a result of death or disability as described above. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024. |

  154. Potential Payments Upon Death or Disability

    | (2) Mr. Egan is paid in Bermudian dollars. The currency is on par with the U.S. dollar and no conversion is necessary. |

  155. Potential Payments Upon Death or Disability

    | (3) Mr. Gibbs is paid in British pounds. The amounts reported in this table for Mr. Gibbs have been converted to U.S. dollars using the December 31, 2024, spot rate of 1.2529 U.S. dollars to British pounds. |

  156. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

  157. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | Name | Cash Severance Payment($)(2) | Value of Acceleration/ Lapse of Restrictions on Equity Awards ($)(3) | Continuing Welfare Insurance Benefit ($)(4) | Aggregate Payments ($) | | Scott Egan(5) | 4,139,221 | 14,732,397 | 87,763 | 18,959,381 | | James J. McKinney | — | 1,619,578 | — | 1,619,578 | | David E. Govrin | 1,791,400 | 8,887,025 | 35,349 | 10,713,774 | | Rob Gibbs(6) | 879,536 | 2,679,617 | 53,659 | 3,612,812 |

  158. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (1) The change in control period begins ninety (90) days prior to such a change in control and ends twenty-four (24) months following such change in control. |

  159. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (2) Reflects cash payments for Messrs. Egan, Gibbs, and Govrin equal to (i) pro-rated annual bonus based on actual performance and (ii) 18 months of base salary (Mr. Egan) or 12 months of base salary (Messrs. Gibbs and Govrin). |

  160. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (3) Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested equity awards. See “2024 Potential Payment Upon a Termination or a Change in Control – Equity Awards” above for a discussion of the treatment of the equity upon the different terminations. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $16.39 on December 31, 2024. |

  161. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (4) Reflects the cost to us of (i) the continued provision of medical and life insurance benefits for 18 months following Mr. Egan’s termination date and 12 months following Mr. Gibbs’ termination date, and (ii) subsidized COBRA continuation coverage for 12 months at active employee rates for Mr. Govrin. |

  162. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (5) Mr. Egan is paid in Bermudian dollars. The currency is on par with the U.S. dollar and no conversion is necessary. |

  163. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (6) Mr. Gibbs is paid in British pounds. The amounts reported in this table for Mr. Gibbs have been converted to U.S. dollars using the December 31, 2024, spot rate of 1.2529 U.S. dollars to British pounds. |

  164. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    CEO PAY RATIO DISCLOSURE We believe that our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The following disclosure presents the ratio of total annual compensation for fiscal year 2024 for our CEO to that of the median of the total annual compensation for all other employees (other than our CEO) below. We identified our median employee, using base salary for fiscal year 2024 of each of our employees (excluding our CEO) employed as of December 31, 2024. This included our full-time, part-time, and seasonal employees. We believe that base salary is a reflective indicator of the total annual compensation of our employee population worldwide. We examined our internal payroll and similar records to determine the base salary paid to our employees, and ranked the base salary of all employees (excluding our CEO) from lowest to highest to determine our median employee. For employees in non-U.S. jurisdictions, we converted amounts paid in foreign currencies to U.S. dollars using the exchange rate of the applicable currency to the U.S. dollar on December 31, 2024. We annualized the base salary for each employee who began employment after the start of the fiscal year or who was on an unpaid leave of absence during the fiscal year. Upon identifying the median employee, we calculated total compensation for this individual using the same methodology we use for our NEOs as set forth in the 2024 Summary Compensation Table. For fiscal year 2024:

  165. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | EMPLOYEE | 2024 ANNUAL TOTAL COMPENSATION ($) | ESTIMATED PAY RATIO | | Scott Egan, CEO | 9,361,018 | 104:1 | | Median employee (excluding CEO) | 90,006 | |

  166. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    Based on this information, for 2024 the reasonable estimated ratio of the annual total compensation of our CEO, to the median employee (excluding our CEO) for fiscal year 2024 was approximately 104:1. PAY VERSUS PERFORMANCE The following information depicts the relationship between “compensation actually paid” to our principal executive officers (“PEOs”) and, as an average, to our other NEOs (“Non-PEO NEOs”), and certain financial performance measures, in each case, for our five most recently completed fiscal years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.

  167. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | SCT Total for Mr. Egan ($)(1) | SCT Total for Mr. Malloy ($)(1) | SCT Total for Mr. Sankaran ($))(1) | Comp. Actually Paid to Mr. Egan ($)(3) | Comp. Actually Paid to Mr. Malloy ($)(3) | Comp. Actually Paid to Mr. Sankaran ($)(3) | Average SCT Total for Non-PEO NEOs ($)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Comparator Group Total Shareholder Return ($)(4) | Net Income ($MMs)(5) | Core combined ratio(6) | | 2024 | 9,361,018 | — | — | 20,314,001 | — | — | 2,388,025 | 4,860,794 | 155.80 | 219.19 | 200 | 90.7% | | 2023 | 10,282,470 | — | — | 16,426,982 | — | — | 2,386,159 | 3,990,654 | 110.27 | 164.40 | 355 | 89.1% | | 2022 | 5,818,004 | 5,559,656 | 14,025,109 | 6,972,607 | 2,413,083 | 524,638 | 2,764,751 | 1,444,040 | 56.08 | 144.76 | -387 | 101.5% | | 2021 | — | 4,168,265 | 12,374,251 | — | 3,786,356 | 8,977,855 | 2,794,042 | 2,459,819 | 77.28 | 125.88 | 58 | 99.7% | | 2020 | — | 3,254,510 | — | — | 1,697,106 | — | 1,758,356 | 1,527,848 | 90.49 | 103.11 | 144 | 110.3% |

  168. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (1) The following individuals are our PEOs and Non-PEO NEOs for each fiscal year: |

  169. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | YEAR | PEOs | Non-PEO NEOs | | 2024 | Scott Egan* | Stephen Yendall, James J. McKinney, David E Govrin, and Rob Gibbs | | 2023 | Scott Egan | Stephen Yendall, David E Govrin, Rob Gibbs, and Stuart Liddell | | 2022 | Scott Egan, Daniel Malloy, and Siddhartha Sankaran | Monica Cramér Manheim, Stuart Liddell, Prashanth Gangu, David E. Govrin, David W. Junius, Stephen Yendall, and Vievette Henry | | 2021 | Daniel Malloy, and Siddhartha Sankaran | Monica Cramér Manheim, Prashanth Gangu, David E. Govrin, David W. Junius, and Christopher Coleman | | 2020 | Daniel Malloy | David E. Govrin, David W. Junius, Nicholas J.D. Campbell and Christopher Coleman |

  170. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | * Mr. Egan has served as our CEO since September 21, 2022, when he was hired as our CEO. Mr. Malloy served as our CEO from May 17, 2022, through September 20, 2022, when he served as our interim CEO, and from May 10, 2019, through February 26, 2021, when he served as our CEO. Mr. Sankaran served as our CEO from February 26, 2021, through May 16, 2022, when he served as our CEO. |

  171. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (2) Represents the total compensation reported in the Summary Compensation Table for each PEO and the average of our Non-PEO NEOs, for the applicable fiscal year. |

  172. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (3) Represents the “compensation actually paid” to each PEO and the average to our Non-PEO NEOs, for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or Non-PEO NEOs, for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and the Non-PEO NEOs’ total compensation, for the applicable fiscal year, to determine the compensation actually paid: |

  173. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | | 2024 | | | Adjustments | Mr. Egan | Average non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY | (3,881,200) | (1,190,157) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 5,296,658 | 1,592,850 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 9,117,715 | 2,156,662 | | Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date | 419,810 | 211,219 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (297,804) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | TOTAL ADJUSTMENTS | 10,952,983 | 2,472,769 |

  174. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (4) “TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2019, assuming reinvestment of dividends. |

  175. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (5) The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year. |

  176. Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1)

    | (6) “Core combined ratio” is a non-GAAP measure and defined in Appendix A: Non-GAAP Financial Measures to this Proxy Statement. |

  177. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The line graphs below compare the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative TSR, (ii) Peer Group TSR, (iii) our Net Income, and (iv) our Core Combined Ratio, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.