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`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to
Section
14(a)
of
the Securities
Exchange Act
of 1934
(Amendment No.
)
Filed by
the Registrant
☒
Filed by
a Party
other than
the Registrant
☐
Check the
appropriate box:
☐
Preliminary Proxy
Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy
Statement
☐
Definitive Additional
Materials
☐
Soliciting Material
Pursuant to
§
240.14a
-12
Everest Re Group, Ltd.
(Name of
Registrant as Specified
in its Charter)
(Name of
Person(s) Filing
Proxy Statement,
if Other
Than the
Registrant)
Payment of
Filing Fee
(Check the
appropriate box):
☒
No fee
required
☐
Fee paid
previously with
preliminary materials
☐
Fee computed
on table
in exhibit
required by
Item 25(b)
per Exchange
Act Rules
14a
-
6(i)(1) and
0-11
NOTICE
OF
ANNUAL
GENERAL
MEETING
OF SHAREHOLDERS
TO
BE
HELD
MAY
17,
2023
TO THE
SHAREHOLDERS OF EVEREST
RE GROUP,
LTD.:
The Annual General Meeting of
Shareholders of Everest Re Group, Ltd.
(the “Company”), a Bermuda
company,
will
be held
at Fairmont
Hamilton
Princess,
76 Pitts
Bay Road,
Hamilton,
Bermuda
on May
17,
2023
at
10:00
a.m.,
local
time,
for
the
following
purposes:
1.
To elect
John J.
Amore,
Juan C.
Andrade,
William
F. Galtney,
Jr.,
John A.
Graf, Meryl
Hartzband,
Gerri
Losquadro,
Hazel
McNeilage,
Roger
M.
Singer
and
Joseph
V.
Taranto
as
directors
of the
Company,
each
to serve
for a
one-year
period
to expire
at the
2024 Annual
General
Meeting
of Shareholders
or until
such director’s
successor
shall
have been
duly elected
or appointed
or until
such director’s
office
is
otherwise vacated.
2.
To appoint
PricewaterhouseCoopers
LLP, an
independent
registered
public accounting
firm,
as the
Company’s
independent
auditor
for
the
year
ending
December
31,
2023
and
authorize
the
Company’s
Board of Directors, acting through its Audit Committee, to determine
the independent auditor’s
remuneration.
3.
To approve,
by non
-binding
advisory
vote,
2022
compensation
paid to
the Company’s
Named
Executive
Officers.
4.
To cast
a non-binding
advisory
vote on
the frequency
of future
non-binding
advisory
votes on
executive
compensation.
5.
To consider
and approve
a resolution
to change
the name
of the
Company
from “Everest
Re Group,
Ltd.”
to “Everest
Group,
Ltd.”
and to
amend
our
Bye-laws
accordingly.
6.
To consider
and act
upon
such
other
business,
if any,
as may
properly
come
before
the meeting
and
any and
all adjournments
thereof.
The
Company’s
financial
statements
for
the
year
ended
December
31,
2022,
together
with
the
report
of
the
Company’s
auditor
in respect
of those
financial
statements,
as approved
by the
Company’s
Board
of
Directors,
will be
presented
at this
Annual
General
Meeting.
Only
shareholders
of record
identified
in the
Company’s
Register
of Members
at the
close
of business
on
March
20,
2023
are entitled
to notice
of and
vote
at,
the
Annual
General
Meeting.
You are cordially invited to attend the meeting
in person. Whether or not you expect to attend the meeting
in
person,
you
are
urged
to
vote
by
internet
or
telephone
as
directed
on
the
enclosed
proxy
or
by
signing
and
dating
the proxy
and returning
it promptly
in the
postage
prepaid
envelope
provided.
By Order
of the
Board
of Directors
Juan C. Andrade
President
& CEO
April 14, 2023
Hamilton,
Bermuda
`
TABLE OF
CONTENTS
GENERAL INFORMATION 1
EXECUTIVE
SUMMARY 2
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
3
PROPOSAL
NO.
1—ELECTION
OF DIRECTORS
17
Information
Concerning
Director
Nominees
19
Information
Concerning
Executive
Officers
28
THE
BOARD
OF DIRECTORS
AND ITS
COMMITTEES
31
Director
Independence
33
Enhanced Audit Committee Independence
Requirements 34
Enhanced
Compensation
Committee
Independence
Requirements
34
BOARD
STRUCTURE
AND
RISK
OVERSIGHT
35
Board Diversity 35
Leadership Structure 35
Board Role in Risk Oversight 36
Cybersecurity 37
Climate Risk 37
BOARD COMMITTEES 39
Audit
Committee
39
Audit
Committee
Report
39
Compensation Committee 40
Compensation Committee Report 41
Nominating and Governance Committee 41
Risk
Committee
42
Code
of Ethics
for CEO
and Senior
Financial
Officers
42
Shareholder
and Interested
Party
Communications
with
Directors
43
COMMON
SHARE
OWNERSHIP
BY
DIRECTORS
AND EXECUTIVE
OFFICERS
44
PRINCIPAL
BENEFICIAL
OWNERS
OF
COMMON
SHARES
45
DIRECTORS’
COMPENSATION 46
2022
Director
Compensation
Table
47
COMPENSATION DISCUSSION AND ANALYSIS 48
Executive
Summary
48
COMPENSATION PRACTICES 50
THE COMPANY’S
COMPENSATION
PHILOSOPHY
AND
OBJECTIVES
52
Components of
the Company’s
Compensation
Program
53
The
Role
of Peer
Companies
and
Benchmarking
54
Incentive
Based
Bonus
Plans
55
Executive
Performance
Annual
Incentive
Plan
55
Long-Term Compensation Determinations 56
Time-Vested Share Awards 57
Performance Share Units 57
Named Executive Officer Compensation 62
Company Financial Performance Assessment 63
Link
Between
Pay
and
Performance
for
2022
63
Investor
Day
Financial
Targets
64
Individual
Performance
Assessment
Factors
64
Summary
of Direct
Compensation
Awarded
in 2022
65
Incentive Cash Bonus 65
Other
Forms
of Compensation
68
Clawback
Policy
69
Perquisites
and
Other
Benefits
69
Tax
and
Accounting
Implications
69
COMPENSATION OF EXECUTIVE OFFICERS 70
Summary
Compensation
Table
70
2022
Grants
of Plan-Based
Awards
71
Outstanding
Equity
Awards
at
Fiscal
Year-End
2022
72
Share
Option
Exercises
and
Shares
Vested
73
2022
Pension
Benefits
Table
74
2022 Non-Qualified Deferred Compensation Table 75
PAY VERSUS PERFORMANCE DISCLOSURE
76
CEO
PAY
RATIO
DISCLOSURE
80
EMPLOYMENT,
CHANGE OF
CONTROL
AND
OTHER
AGREEMENTS
81
Potential
Payments
Upon
Termination
or
Change
in Control
82
Termination
or Change
of Control
84
COMPENSATION
COMMITTEE
INTERLOCKS
AND
INSIDER
PARTICIPATION
86
PROPOSAL NO. 2—APPOINTMENT OF
INDEPENDENT AUDITORS 87
PROPOSAL
NO.
3—NON-BINDING
ADVISORY
VOTE
ON EXECUTIVE
COMPENSATION
88
PROPOSAL
NO.
4—NON-BINDING
ADVISORY
VOTE
ON FREQUENCY
OF VOTE
ON EXECUTIVE
COMPENSATION
89
PROPOSAL
NO.
5—NAME
CHANGE
90
MISCELLANEOUS—GENERAL MATTERS
91
2023 Proxy
Statement
1
Important
Notice
Regarding
the Availability
of Proxy
Materials
for the
Shareholder
Meeting
to be
Held
on May
17,
2023
at
Fairmont
Hamilton
Princess,
76
Pitts
Bay
Road,
Hamilton,
Bermuda
at 10:00
a.m.
local
time.
The
proxy
statement
and
annual
report
to
shareholders
are
available
at
https://investors.everestre.com/shareholder
-proxy-materials
PROXY
STATEMENT
_______________
ANNUAL
GENERAL
MEETING
OF SHAREHOLDERS
May 17, 2023
GENERAL
INFORMATION
The
enclosed
Proxy
Card
is
being
solicited
on
behalf
of the
Board
of Directors
(the
“Board”)
for
use
at
the
2023
Annual
General
Meeting
of Shareholders
of Everest
Re Group,
Ltd.,
a Bermuda
company
(the
“Company”),
to be
held
on May
17,
2023
and
at any
adjournment
thereof.
It may
be revoked
at any
time
before
it is
exercised
by giving
a later-dated
proxy,
notifying
the Secretary
of the
Company
in writing
at the
Company’s
registered
office
at Clarendon
House,
2
Church Street, Hamilton HM 11, Bermuda, or by voting
in person at the Annual General
Meeting. All shares represented
at the
meeting
by properly
executed
proxies
will
be voted
as specified
and,
unless
otherwise
specified,
will
be voted:
(1) for
the election
of John
J. Amore,
Juan C.
Andrade,
William
F. Galtney,
Jr., John
A. Graf,
Meryl Hartzband,
Gerri
Losquadro, Hazel McNeilage,
Roger M. Singer
and Joseph V.
Taranto as directors
of the
Company; (2) for the
appointment
of PricewaterhouseCoopers
LLP, an
independent
registered
public
accounting
firm,
as the
Company’s
independent
auditor for 2023 and for authorizing the Company’s Board of Directors acting through its
Audit Committee to determine
the independent auditor’s
remuneration; (3) for
the approval, by non-binding
advisory vote, of
the 2022 compensation
paid
to the
Named
Executive
Officers
(as
defined
herein);
(4)
to cast
a non-binding
advisory
vote
on the
frequency
of
future non-binding advisory votes on executive compensation; and (5) for the approval to formally change our corporate
name
from
Everest
Re
Group,
Ltd.
to
Everest
Group,
Ltd.
and
amend
our
Bye-Laws
to
reflect
the
name
change.
Only
shareholders
of record
at the
close
of business
on March
20,
2023
will be
entitled
to vote
at the
meeting.
On
that
date,
49,007,914
Common
Shares,
par value
$.01 per
share
(“Common
Shares”),
were outstanding.
However,
this amount
includes
9,719,971
Common
Shares
held by
Everest
Re Advisors,
Ltd.
(“Re
Advisors”),
the Company’s
subsidiary. As provided in the Company’s Bye-laws, Re Advisors may vote
only 4,851,783 of its shares. The outstanding
share amount also
excludes 40,870 shares
with no
voting rights. The
limitation of Re
Advisors voting shares
to 4,851,783
and
the
exclusion
of 40,870
shares
with
no
voting
rights
results
in
44,098,856
Common
Shares
entitled
to
vote.
The election of
each nominee for
director and the
approval of all
other matters
to be voted
upon at the
Annual
General
Meeting
require
the
affirmative
vote
of a majority
of the
votes
cast
at the
Annual
General
Meeting,
provided
there
is a
quorum
consisting
of not
less than
two persons
present
in person
or by
proxy
holding
in excess
of 50%
of the issued
and outstanding Common
Shares entitled to
attend and vote
at the Annual
General Meeting. The
Company
has appointed
inspectors
of election
to count
votes cast
in person
or by
proxy.
Common
Shares
owned
by shareholders
who are
present
in person
or by
proxy
at the
Annual
General
Meeting
but
who
elect
to abstain
from
voting will
be counted
towards the
presence of
a quorum.
However,
such Common
Shares and
Common Shares
owned
by shareholders
and
not
voted
in person
or by
proxy
at the
Annual
General
Meeting
(including
“broker
non-
votes”)
will
not be
counted
towards
the majority
needed
to elect
a director
or approve
any other
matter
before
the
shareholders
and,
thus,
will
have
no effect
on the
outcome
of those
votes.
This Proxy
Statement, the
attached Notice
of Annual
General Meeting,
the Annual
Report of
the Company
for the
year
ended
December
31,
2022
(including
financial
statements)
and
the
enclosed
Proxy
Card
are
first
being
mailed
to
the
Company’s
shareholders
on or
about
April
14,
2023.
All
references
in
this
document
to
“$”
or
“dollars”
are
references
to
the
currency
of
the
United
States
of
America.
The Company
knows of no
specific
matter to
be brought
before the
Annual General
Meeting that
is not referred
to in
the attached
Notice
of Annual
General
Meeting
of Shareholders
and this
Proxy
Statement.
If any
such matter
comes
before
the meeting,
including
any shareholder
proposal
properly
made,
the proxy
holders
will
vote
proxies
in accordance
with
their
best
judgment
with
respect
to such
matters.
To be
properly
made,
a shareholder
proposal
must
comply
with
the
Company’s
Bye-laws
and,
in order
for
any
matter
to come
before
the
meeting,
it must
relate
to
matters
referred
to in
the attached
Notice
of Annual
General
Meeting.
Executive Summary
2
2023 Proxy
Statement
EXECUTIVE SUMMARY
This
summary
highlights
certain
information
contained
in the
Company’s
Proxy
Statement.
The summary
does
not
contain
all of
the information
that you
should
consider,
and we
encourage
you to
read the
entire
Proxy
Statement
carefully.
Financial
Highlights
Against the
backdrop of
heightened global
catastrophe activity
for another
consecutive year,
the Company
earned
$597
million
of net
income
in fiscal
year
2022.
Gross
written
premiums
grew
by 6.9%
to $14
billion,
and
the
Company
earned
$1.1
billion
of net
operating
income
and
generated
a 10.6%
after
tax
operating
return
on adjusted
shareholders’ equity.
1
The foregoing
performance
demonstrates
the strength
of and
success
in our core
strategic
underwriting
and risk
management
initiatives,
our ability
to sustain
multiple
natural
peril
events
and our
resilience
in the
face
of climate
change
and
social
and
material
inflation. Indeed, in
2022, the
Company
generated
a Total
Shareholder
Return
(“TSR”)
of
5.4%.
2
Such results were directly attributable to our core philosophy of long-term value creation
for our shareholders
by
focusing
on disciplined
underwriting
standards,
diversifying
our
product
line
to maintain
growth
and
protecting
our
capital
base
by employing
intelligent
protection
measures
designed
to minimize
against
downside
exposure.
The resilience of our
franchise led by
the dedication and
hard work of
our people helped us
to achieve positive
results
for the year.
Returning
Value
to
Shareholders
We returned
$316 million
to shareholders
in 2022
in the
form of
dividends
and share
repurchases.
The Company
repurchased
$61 million
of shares
and paid
$255
million
in dividends.
Contribution
of Insurance
& Reinsurance
Divisions
to
Overall
Results
The success
of our global
diversification
strategy and
committed
investment
in the continued
expansion
of our
insurance
segment
manifested
in another
milestone
of $4.6
billion
in premium
written
by the
Everest
Insurance®
division.
Diligent
portfolio
management
and
underwriting
actions
to improve
returns
resulted
in an
improved
94.8%
combined
ratio for
the Everest
Insurance®
division
in 2022
(compared
to a 97.1%
combined
ratio in
2021) and
a
90.4%
attritional
combined
ratio
(compared
to a
91.2%
attritional
combined
ratio
in 2021).
The Everest
Insurance®
division’s
2022
gross
written
premium
also
increased
16.4%
compared
to 2021.
The increase
in our
premium
was
the
result
of disciplined
underwriting
in conjunction
with
our
ability
to capitalize
on improving
economic
conditions,
driving
exposure
growth
and
new
business
opportunities,
a favorable
rate
environment
and
high
renewal
retention.
Our Reinsurance
Division continued
to execute
its strategy
of volatility
management and
reduced exposure
to natural
catastrophe events,
while maximizing
profit, ultimately
writing $9.3
billion in
premiums with
a 96.4%
combined ratio
(compared to a
98.1% combined
ratio in 2021)
and a 86.2%
attritional combined
ratio (compared
to a 86.3%
attritional
combined
ratio
in
2021). The
2022
gross
written
premiums
for
the
Reinsurance
Division
also
increased
3%
compared
to
2021.
Our
premium
growth
has
been
driven
by continued
partnership
with
our
core
clients
and
Everest’s
position
as
a preferred
reinsurance
partner
in the
market.
1
Adjusted shareholders’
equity excludes net
after-tax unrealized (appreciation)
depreciation of available
for sale Fixed
Maturity securities. The
Company
generally
uses
after-tax
operating
income
(loss), a
non-GAAP
financial
measure, to
evaluate
its
performance. Further
explanation
and
a
reconciliation
of
net income
(loss)
to after-tax
operating
income
(loss)
can be
found
at the
back
of the
Everest
Annual
Report.
2
Total Shareholder Return (“TSR”), unless otherwise noted herein, means annual growth in Book Value Per Share (excluding Unrealized Gains and Losses
on
Fixed Maturity
Investments)
plus Dividends
Per Share.
ESG
2023 Proxy
Statement
3
ENVIRONMENTAL,
SOCIAL
AND
GOVERNANCE
Environmental
and Corporate
Social
Responsibility
Our
commitment
to Environmental,
Social
and
Governance
(“ESG”)
issues
is a core
pillar
of our
corporate
strategy
at
Everest.
Our
dedication
to these
values
benefits
our stakeholders,
communities
and the
environment
over
the
long-
term. The sustainability of
our Company is
impacted not
only by climate
change and the
heightened challenges
of risk
management, exposure
analysis and
product development,
but it
also depends
on the
strength and
well-being of
our
employees
and their
diversity,
professional
development
and
opportunities
to lead
at work.
Recognizing
our impact
on the
environment
and
reaching
out
to the
communities
in which
we operate
to promote
environmental
awareness
and
support
eco-friendly
initiatives
around
the globe
are
integral
to our
strategic
objectives.
Thus,
ESG
is more
than
an annual
compliance
exercise.
It is
a core
element
of our
long-term
strategy
and a
philosophy
that
we endeavor
to
permeate
across
all operating
disciplines
including
Human
Resources,
Actuarial,
Finance
and Accounting,
Product
Development,
Underwriting,
Enterprise
Risk
Management,
Legal
& Compliance,
Claims
and Information
Technology,
among
others.
The
integration
of
ESG
across
our
Company
is
one
of
our
strategic
priorities
going
forward
in support
of our
overall
strategic
objective
to create
long-term
value
for our
shareholders.
Our
recent
ESG
highlights,
as well
as a
brief
roadmap
of upcoming
disclosure
goals
and
events,
include:
1st Quarter
2022
Launched the EverGreen Business Resource Group. EverGreen focuses on
enhancing and streamlining our efforts to cultivate and drive a company-wide
culture of sustainability focusing on green initiatives throughout the organization.
In 2022, EverGreen held a Hurricane Season Kickoff event with a climate scientist
to present the hurricane season forecast and share his insights on how climate
change impacts the formation and strength of tropical storms and organized an
electronics recycling event at our U.S. headquarters.
Apr-22
Publication
of Everest’s
second
comprehensive
Corporate
Responsibility
Report,
in
accordance
with
the
Global Reporting
Initiative
standards
and
in alignment
with
the
Task
Force
on
Climate-related
Financial
Disclosures
recommendations.
4th
Quarter
2022
and
ongoing
Conducted
a climate
risk
analysis
of our
investment
portfolio
to understand
the
financed
emissions
associated with
our
investments
and
our
exposure
to climate
risks
and
opportunities,
one
of the
key
aspects
of the
Task
Force
on
Climate-
Related
Financial
Disclosures
recommendations.
1st Quarter
2023
Completion of greenhouse gas inventory of Scope 1 and 2 emissions for the 2022
calendar year from our U.S. and international offices. This data will be used to
determine a carbon footprint baseline and support us in developing Scope 1 and
2 emission reduction targets and goals throughout our business operations.
1st Quarter
2023
Completion of greenhouse gas inventory for Scope 3 emissions categories,
including: business travel, employee commuting and purchased goods and
services. This data will be used to create an improved understanding of our Scope
3 emissions and allow us to create emission reduction targets and goals for Scope
3 categories.
Apr-23
Publication of Everest’s supplemental Corporate Responsibility Report disclosures,
available at:
https://www.everestre.com/Corporate-Responsibility
2023-24
Continue to design investment, underwriting and product development strategies
to incorporate ESG and climate-related risks and opportunities into our core
business operations.
2023-
24
Invest in initiatives and resources for professional development to arm our people
with next-generation skills, promotive innovation and support a talented, diverse
workforce.
ESG
4
2023 Proxy
Statement
Everest
currently
aligns
its
ESG
disclosures
and
initiatives
with
the
following
five
leading
frameworks:
Global
Reporting
Initiative
(“GRI”)
Standards
The GRI standards are one of the most widely adopted and globally recognized
standards for sustainability reporting.
Sustainability
Accounting
Standards
Board
(“SASB”)
SASB publishes a set of standards for 77 different industries (including
insurance), which identify the minimal set of financially material sustainability
topics and their associated metrics for a typical company in a given industry.
Task Force
on
Climate-related
Financial Disclosures
(“TCFD”)
The
TCFD
was
set
up
by
the
Financial
Stability
Board
of
the
G20
to
develop
recommendations for
companies
to
use
when
disclosing
climate-related
risks
and
opportunities
to
their
stakeholders.
Principles
for
Responsible
Investment (“PRI”)
The UN-supported PRI is a global leading proponent of responsible investment,
with over 5,000 signatories representing more than U.S.
$120 trillion in AUM.
Principles
for
Sustainable Insurance
(“PSI”)
Endorsed by the UN Secretary-General, these principles have led to the largest
collaborative initiative between the UN and the insurance industry.
We encourage
you
to go
to our
website
and
review
our
Corporate
Responsibility
Reports
and
associated
disclosures.
Our comprehensive
Corporate
Responsibility
Report
is released
on a two-year
update
cycle;
however,
we produce
supplemental
reports
and actively
update
our stakeholders
in real-time
during
the year
to highlight
key milestone
accomplishments
in climate
risk
reporting,
diversity
and
inclusion
initiatives
and
community
outreach.
We reported
under the
TCFD framework
for the first
time in 2022.
The TCFD
was developed
to implement
more
effective
climate-related
disclosures
to
enable
stakeholders
to
understand
the
concentration
of
carbon-related
assets
in
the financial
sector and
the financial
system’s exposures
to climate
-related risks. The
TCFD is
structured around
four
disclosure
areas:
1) governance,
2) strategy,
3) risk
management
and
4) climate-related
metrics.
Many
of the
TCFD
recommended disclosures are consistent
with our prior
disclosures under the
GRI and SASB
frameworks. Additionally,
our
TCFD
disclosures
include
Scope
3
emissions
categories
demonstrating
our
commitment
to
considering
climate
issues
in our
business
strategy
and operations.
Moreover,
Everest is
a signatory
to the PSI,
a global
sustainability
framework
of the United
Nations Environment
Programme’s Finance
Initiative. The
PSI serves
as a
global framework
for the
insurance industry
to better
understand,
prevent
and reduce
ESG risks
and better
manage
opportunities
to provide
quality
and reliable
risk protection.
The
PSI has
led to
the largest
collaboration
between
the UN
and the
insurance
industry.
More than
200 organizations
have
now joined
the PSI,
representing
about
one-third
of world
premium
volume.
3
Signatories
of the
PSI pledge
to
focus
on embedding
ESG into
company
strategy
and risk
management
procedures,
as well
as working
with
clients,
suppliers,
regulators,
governments
and other
key
stakeholders
to build
awareness
and drive
action
on ESG
issues.
Finally,
as a
signatory
to the
PRI,
the
world’s
leading
proponent
of responsible
investment,
we continue
to refine
our
investment guidelines to
comport with the aim
of the PRI. As a result, nearly
85% of Everest’s total assets
are managed
by other
PRI members,
including
approximately
95%
of its
fixed-income
assets,
which
comprise
the majority
of the
Company’s investment
portfolio.
Corporate
Governance
Profile
and
Compensation
Best
Practices
We operate
our business
consistent
with
sound
corporate
practices
and strong
corporate
governance
that
promote
the
long-term
interests
of our
shareholders,
strengthen
the accountability
of the
Board
and management
and help
build
trust
in the
Company.
Our Board
encourages
and
reviews
management
performance
in the
context
of business
practices
that
emphasize
sustainability
and best-in-class
corporate
governance.
Our philosophy
has always
been
to
generate long-term
value for
our shareholders.
This emphasis
is reflected
in our
compensation philosophy,
enterprise
risk management and business
model. We further recognize
the potential impact of
such exogenous threats
as climate
change and natural resource depletion and
strive to incorporate such
risks, to the extent they
can be quantified, into
our
risk
management
profile
to preserve
the
sustainability
of our
business.
3
Information is latest available from https://www.unepfi.org/insurance/insurance.
ESG
2023 Proxy
Statement
5
The Board
adheres to
the Company’s
Corporate Governance
Guidelines and
Ethics Guidelines
and Index
to
Compliance
Policies,
which are
available
on the Company’s
website
at http://www.everestre.com.
The Board
also
aims
to meet
or exceed,
where
applicable,
the corporate
governance
standards
established
by the
New
York Stock
Exchange
(“NYSE”).
The Board
regularly
reviews
the Company’s
corporate
governance
policies
and procedures
to
identify
areas
for
improvement
reflecting
evolving
best
practices
raised
by our
shareholders.
In addition,
as set
forth
in more
detail
in this
Proxy Statement
in the
section
entitled
“Compensation
Discussion
and Analysis,”
the Board
strives
to respond
to shareholder
concerns
regarding
compensation
practices
from a
governance
perspective.
Diversity,
Equity
and
Inclusion
Our strength
and success
derive from
our diversity,
and we
are at
our best
when we
embrace diverse
views and
perspectives. Equality
in opportunity,
career development,
compensation and
respect for
all individuals
are
fundamental
human
rights
that
are
at the
forefront
of our
culture
and
promoted
within
our
workplace.
In 2022,
we
identified
new ways
to expand
and mature
in the
diversity,
equity
and inclusion
(“DEI”)
space.
We approach
DEI as
a consistent,
dedicated
effort
to create
a lasting
positive
impact
on our
colleagues,
clients
and the
communities
we
serve across the globe.
Our Board
is committed
to diversity
within its
structure as
well as
emphasizing its
importance in
our senior
executive
leadership. We believe that diversity in gender, age, ethnicity
and skill set allows for dynamic
and evolving perspectives
in governance,
strategy, corporate
responsibility, human
rights and
risk management.
We have
three highly
respected
women as
members
of our
Board with
proven
leadership
experience.
Ms.
Gerri
Losquadro
serves
as Chair
of the
Board’s
Risk
Committee,
which
establishes
and monitors
the Company’s
group-wide
risk management
principles,
including
underwriting,
reserve
analysis
and risk
appetite
levels.
Ms.
Meryl
Hartzband
serves
as
Chair
of
the
Board’s
Audit
Committee.
The
Company
also
appointed
Ms.
Hazel
McNeilage
as an
independent,
non-executive
member of
the Board
in November
2022.
Proactive
diversity
recruitment
is integral
to succession
planning
at both
the
board
level
and
throughout
all
levels
of
the
organization.
Our
Talent
Development
team
works
with
senior
management
to identify
diverse
talent
across
the
Company
as potential
leaders.
These
individuals
are provided
management
and executive
leadership
training
and
education
to enhance
their
skill
sets and
provide
opportunities
for advancement.
Our DEI
Council brings
focused attention
and awareness
of social
justice reforms
across the
organization and
society.
Over
the
past
year,
our
council
members
have
helped
shape
and
drive
various
initiatives
and
programs
that
continue
to broaden
people’s
perceptions,
foster
a deeper
understanding
of different
cultures
and
encourage
our employees
to become
involved
in employee-led
initiatives
that connect
colleagues
and provide
opportunities
to serve
in their
communities.
The work of the DEI Council
has helped enhance the employee
experience for all of our colleagues
across the
organization worldwide.
The Council
encourages continuous
and open
dialogue between
executive and
senior
management and
traditionally
underrepresented
groups at
all levels,
without fear
of reprisal
or retaliation,
to identify
areas
of improvement
and
carry
out
the message
of inclusion
both
inside
and
outside
our organization.
Among
the
key actions
led by
the DEI Council
in 2022
were forming
and supporting
additional Employee
Resource Groups
(“ERGs”), developing a regional representation network and
leveraging specific talent development and talent
acquisition
initiatives
that
will
positively
influence
the
composition
of our
workforce.
Increasing
Cultural
Intelligence
&
Bias
Awareness
Training
Cultural
intelligence
refers
to the
ability
to relate
and function
effectively
in culturally
diverse
settings.
We have
helped
to increase
cultural
intelligence
through
the
development
and enhancement
of our
employee
resources.
This
includes
DEI
education
and tools
made available
through
bias awareness
and reduction
training
offered
through
Blue Ocean
Brain
– our
interactive
and immersive
online
learning
platform. In addition,
bias awareness
and reduction
content
has been
incorporated
across
existing
Everest
development
programs.
Everest
employees
completed
over 16,000
hours
of digital
learning
in 2022,
through
a variety of
means, including LinkedIn
Learning, The Institutes,
Workday and Blue
Ocean Brain.
3,827 hours
of
this learning was
dedicated to
compliance courses,
including
harassment
prevention
and enterprise
risk management.
Harassment
Prevention
Training
Everest conducts annual harassment training. Everest expanded its mandatory
Harassment
Prevention
Training to include employees located in our newly
formed
international branch offices.
ESG
6
2023 Proxy
Statement
Everest-NJ LEEP
Partnership
15 Everest employees volunteered for NJ LEEP’s annual industry “Week- on-the-
Job” event which serves low-income and first-generation students. The program
offers 10th grade students real-world experience working in corporations, law
firms and government offices, enabling them to discover new areas of interest
and career possibilities. Everest hosted five students and offered them
opportunities to join several Everest-led technical, professional and development
workshops.
Diversity
Considerations
for Mentorship
Program
Employee participation in the Everest mentorship program continues to expand
as new colleagues join the Everest team and utilize the program to encourage
diverse
participation across the company. The DEI Council, through its ERGs,
took advantage of the mentorship program in proactively matching under-
represented mentees with senior and executive level managers as mentors for
underrepresented colleagues.
Management
Training,
Leadership
Programs and
Networking
Our management and leadership training programs have been revised to include
bias awareness
and reduction education. We have piloted leadership
development programs focused on underrepresented groups, which are now
under consideration for incorporation into the leadership development
curriculum. There has also been a focus on developing networking opportunities
for underrepresented colleagues to have more frequent and direct access to
senior management.
Everest employees completed
14,921 hours of
instructor-led, skills-based
training
in 2022 (approximately 6.25 hours of instructor-led training per employee).
Employee
Resource Groups
Everest supports
our employees
through several
ERGs, including
the Black
ERG,
Latino ERG,
LGBTQ+ ERG,
Pan-Asian
ERG, Women’s
Networking Group
and Everest
Charitable
Outreach. We
also introduced
the Rising Professionals
Group in 2022.
These ERGs
leverage networking
events and
professional
development
opportunities
and promote
cultural traditions
and awareness
at Everest.
These ERGs carried
out various successful
events and
programs in 2022,
including
celebrations of
Women’s
History, Hispanic
Heritage, Pride
Awareness and
Black
History
Months;
the Pan-Asian
World
Showcase;
leadership
coffee
hours
and fireside
chats;
community
involvement
events,
offering
colleagues
the
opportunity
to
support businesses in underrepresented communities; and strategic sponsorship
events.
Everest’s
U.S.
offices
are now
also
closed
in honor
of Juneteenth,
also
known
as “Freedom
Day,” to commemorate
the effective
end of slavery
in the U.S.
This
year,
1,223
Everest
employees
participated
in at
least one
of the
77 events
held
by
our
ERGs,
totaling
over
3,971
hours
of
employee
engagement in
corporate
sponsored
events.
Awards
Inside
P&C Honors awarded Everest with its Diversity & Inclusion Award, which
recognizes a company in the industry committed to furthering inclusion and
diversity by actively improving the opportunities and advancement of inclusivity
and socio-economic diversity.
Industry Support
Everest is supportive of a variety of initiatives to advance DEI efforts, including
sponsoring
conferences by the National African American Insurance Association
and the International Association of Black Actuaries, as well as the Dive In
Festival, a leading insurance industry event for advancing DEI in all forms.
Everest also recently became a founding sponsor of the Network of Actuarial
Women and Allies, whose mission is to connect and empower women of all
backgrounds, races, ethnicities and life circumstances so they can be successful
in the actuarial profession.
ESG
2023 Proxy
Statement
7
Training
and
Development
Cybersecurity
In October 2022,
Everest held its inaugural Cybersecurity Awareness Month.
As part of
this initiative, we held mandatory,
company-wide training
to teach colleagues
to be vigilant
in spotting red flags
in the office, as
well as digital
space. We
also
launched
a new Cyber
Corner
with an
easy-to-access
portal
on our
internal
company
website.
This
educational
hub is an accessible repository of regular news, tips and information to ensure that cyber risk
prevention is top-of-mind
for
our
employees,
and
that
we all
have
the
resources
we need
to
protect
Everest
against
cyber
threats.
Corporate
Responsibility
and
Sustainability
We believe
that
our
future
is determined
by our
actions
taken
today
that
go beyond
just
business
strategy
and also
incorporate
the values
important
to our
employees
and the
communities
in which
we operate,
including
providing
a diverse and
inclusive work environment that
offers employees the
opportunity to further their
development,
supporting
our communities
through the
donation of
time and
financial
resources and
working with
our clients
and customers
toward
finding
environmentally
sustainable
solutions
to the adverse
impacts
of climate
change
and
maintaining
our integrity
across
all aspects
of the
Company.
Further
details
of our
progress
in the
areas
of diversity,
pay
equity,
talent
development
and
ESG can
be found
in our
second
Corporate
Responsibility
Report
which
we published
in April
2022
in compliance
with the
GRI framework.
Our 2022
supplemental
disclosures
were
also
published
in April
2023
with
updated
data.
We invite
shareholders
to
carefully
review
these reports
which are
available
at http://www.everestre.com/Corporate
-Responsibility
and welcome
feedback
on our progress
and the
reports.
The Company
also included
additional
climate-related
disclosures
in
alignment
with
the
TCFD
recommendations
within
its 2022
supplemental
Corporate
Responsibility
Report.
Community
Outreach
& Volunteer
Work
Everest Charitable Outreach
As responsible
corporate citizens,
we believe
strongly in
the importance
of advocating
for change,
giving back
to global
communities
and helping
those less
fortunate.
Our mission
is to support
education,
health,
social and
environmental
issues
that
impact
our neighbors.
This
is why
we founded
Everest
Charitable
Outreach
(“ECO”).
ECO
is a community
service
organization
sponsored
by the
Company
that
coordinates
employees
to work
with charities
in the local communities
where we operate. Through ECO, we
partner with organizations that use their
funds directly
for
their causes
with limited
overhead
expense.
We endeavor
to assure that
at least 80% of the Company’s
financial
donations
to each of
our partner
organizations
goes directly
to the community
endeavors
being supported.
But
donation
of time
is more
important
to ECO
than financial
support.
The cornerstone
of ECO’s
community
outreach
efforts
involves
working closely
with our
local offices
around the
globe
in developing
programs
that
encourage
active
employee
participation
in a
variety
of events
within
their
local
communities
and
neighborhoods.
In furtherance
of this
goal,
we were
proud
to support
over
450 of
our
employees
committing
1,350
volunteer
hours
in 2022
to support
a range
of charitable
causes,
including:
RARITAN
HABITAT
FOR
HUMANITY
Everest employees from our New Jersey and New York offices volunteered with
Raritan Valley Habitat for Humanity to assemble benches for a community
garden in Flemington, New Jersey, as part of a larger civic revitalization project.
GROW-A-ROW
Employees
volunteered
with
Grow-a-Row
to glean
apples
to be
distributed
to those
struggling
with
food
insecurity
and
would
otherwise
be unable
to buy
fresh
produce
for
themselves.
The
group
gleaned
3,150
pounds
of apples,
which
will
provide
about
12,600
servings.
The
apples
picked
were
sent
to a
community
food
bank
truck,
bound
for
one
of Grow-A-Row’s
hunger
relief
partner
organizations
such
as
the
Community
Foodbank
of New
Jersey,
City
Harvest
in New
York
City,
Philabundance
in
Philadelphia,
the
Mid-Atlantic
Regional
Cooperative
and
at free
farmers
markets
in
Camden,
Jersey
City,
East
Orange,
Newark,
Morristown
and
Trenton,
New
Jersey
and
Philadelphia,
Pennsylvania.
On another
occasion,
Everest
volunteered
with Grow-A-Row
for a peach
tree thinning
event.
Tree thinning
is an important
agricultural
practice
that improves
trees’
growth
rates,
health
and
ability
to yield
high-quality
produce.
ESG
8
2023 Proxy
Statement
CAMP JOTONI
Camp
Jotoni is a special needs summer camp for children and adults with
disabilities. 15 of our colleagues participated in a clean-up day to prepare the
facilities, cabins and grounds for the summer sessions.
COVENANT
HOUSE SLEEP
OUT
Everest supported
the Covenant House
(Re) Insurance
Industry Sleep Out
event in
2022.
The
Covenant
House aids homeless
youth by providing
shelter, food,
clothing and
essential services such
as job training,
education, healthcare,
mental health
counseling and
legal aid.
Everest’s team raised
$14,830, which
included a $10,000
corporate contribution
to Covenant House.
PORT LYMPNE
ANIMAL RESCUE
A team of 35 volunteers from the London Reinsurance team volunteered at Port
Lympne, a local
animal reserve and breeding sanctuary for rare and endangered
animals to construct a new Meerkat reserve.
AKHIL AUTISM
FOUNDATION
Nine
Everest
employees,
as
well
as additional
friends
and
family
participated
in the
Akhil
Autism
Foundation
3k/5k
walk
to raise
funds
for
autism
research.
RISE AGAINST
HUNGER
Everest
employees
across
10 offices
volunteered
with
Rise
Against
Hunger
to pack
72,363
nutritious
meals
that
were
distributed
to Rise
Against
Hunger’s
partners
throughout
the
world.
UNITED WAY
TOOLS FOR
SCHOOLS
125 Everest
employees
donated
to United
Way’s
Tools
for Schools
program
in 2022
to provide
much-needed
school
supplies
to students
and teachers
in local
communities.
Employees
across
12 offices
donated
over 1,000
items
and we
surpassed
our goal
of donating
$10,000
worth
of school
supplies.
SOLES4SOULS
New in
2022,
U.S.
employees
can support
Soles4Souls
on an
ongoing
basis.
Soles4Souls
is a U.S.-based
nonprofit
that collects
unwanted
shoes
and clothing
and
provides
them to
those
in need.
Employees
are able
to donate
shoes
and clothing
to
reduce
waste.
In 2022,
employees
donated
over 170
pairs
of shoes
and 190
pieces
of clothing.
Everest
Cares
Everest
Cares
is our
global
philanthropic
program,
designed
to align
a substantial
portion
of our
charitable
giving
with three
of the
United Nations’
17 Sustainable
Development Goals:
climate, hunger and
justice. These pillars
align
with
our employees’
passions
to create
a sense
of shared
purpose
that
connects
them
to the
Company,
their
community
and the
world.
We recognize
the cross-cutting
nature
of these
issues,
including
the effects
of climate
change
upon our
food
supply
and the
disproportionate
impacts
of climate
change
and environmental
injustices
on
vulnerable
communities.
Through
this
program,
we intend
to demonstrate
to our
employees,
shareholders
and the
global
community
that
Everest
is more
than
a promise
to pay
claims.
We have
partnered
with
charitable
organizations
that
align
with
the identified
pillars.
Our Employee
Matching
Gifts
program
is a component
of our Everest
Cares program
and matches
employee donations
dollar for
dollar made
to pre-selected
organizations,
which
focus
on our
three
philanthropic
pillars.
Overall,
including
Everest
Cares,
the
Company
and
its
employees
donated
approximately
$600,000
in 2022
to a
range
of charitable
organizations.
Climate
Change
and Environmental
Conscience
Policy
Climate change is
a real and
persistent threat. As
a global (re)insurance
organization, our
business involves
protecting
our customers from
the impact of natural
catastrophes and large-scale
weather events through insurance
and
reinsurance.
Insured
losses
from
natural
catastrophes
have
steadily
increased
on average
for the
last
two decades,
due in
large
part
to human
population
growth,
urbanization,
economic
development
and a
higher
concentration
of
assets
in exposed
areas,
and
these
losses
will
be further
aggravated
by the
human
impact
on climate
change.
We recognize the global impact of
climate change on extreme natural
perils and the fact that insurance is
a critical risk
transfer component for economic and
social recovery from the
effects of
extreme natural catastrophe events.
The rise
in
air and
sea temperatures is
contributing to the
increase in
both frequency and
intensity of extreme
weather events.
These
events can
become catastrophic
for people
all around
the globe.
The devastation
caused by
disasters
like
floods,
droughts, wildfires
and
hurricanes
is
getting
more
and
more
severe
as
the
global
climate
continues
to
change.
ESG
2023 Proxy
Statement
9
We
have
an
opportunity
and
the
responsibility
to
manage
a risk
environment
made
volatile
by
global
climate
change.
We
recognize
that insured
losses due
to extreme
weather events
are increasing
over time,
and that
as climate
change worsens,
these losses
will continue
to grow.
This is
why we employ
a data-driven
approach to
responding to
these risks
in all aspects
of our
business,
from
modelling,
to actuarial
and
to
underwriting.
We can
draw
upon
not
only
industry
sources
of
data,
but
also
data
and
information
from
our
own
extensive
claims
and
underwriting
portfolios
given
Everest’s
half-century
of
operating history as a
global insurance and reinsurance organization. Our
pricing and exposure models strive
to quantify
the
human
impacts
of
climate
change
to
better
allow
us
to
price
the
risk
products
we
sell
and
how
we
deploy
our
risk
capital.
We are
committed
to
providing
solutions
that
help
our
clients
manage
the
impact
of their
business
on the
environment
and mitigate
financial
risks associated
with exposure
to climate
change. While
the benefit
of
risk transfer
through insurance
on the
global
economy
is paramount
in helping
families
and
entire
communities
rebuild
homes
and
businesses
and
keep people working, we also seek to influence change in behavior to improve the environment and mitigate the human
impact
on climate
change.
To that
end,
our
risk
portfolios
are
expanding
to provide
broad
insurance
and
reinsurance
protection
for
renewable
energy
programs
and
environmentally
sound
private
and
public
construction
projects.
At
the
same
time,
we look
to reduce
our capacity
and
exposure
to regions
more
susceptible
to increased
severity
of climate
change,
thereby,
proactively
curbing
the
expansion
of
human
activity
into
environmentally
sensitive
locations.
We also
continue
to monitor,
control
and reduce
where possible
our own
ecological
impact,
while,
remaining
pro-
active
and forward-looking
in a changing
climate
and weather
environment.
Among
our goals
as a Company
is to
achieve
a zero
emissions
workplace
across
all
of our
offices
by 2050.
Addressing climate
risk is
fundamental to
our long-term
sustainability.
We approach
the challenge
of climate
risk in
a
measured,
team-oriented
fashion
leveraging
our intellectual
capital,
historical
data
and
organizational
passion.
True
to our culture, we identify
tactical areas of opportunity
in mitigating climate
risk across four broad
pillars: (1) adhering
to the
PRI as
a strategic
component
of our
investment
portfolio;
(2) utilizing
our vast
(re)insurance
experience
in
working with
the global
community to
enhance risk
protection
through our
adoption of
the Principles
for Sustainable
Insurance;
(3) providing
insurance
protection
for clean
energy
programs;
and (4)
influencing
societal
behavior
to
mitigate climate change
risk.
Climate Risk Actions and Initiatives
UN-PRI Signatory
•
Everest
continually
assesses
the impact
of climate
risks on
our investment
portfolio
and
identifies
investment
opportunities
in the
shift
to a
low-carbon
global economy.
•
We review
and update
our investment
guidelines
to reflect
the PRI.
We also
employ a principles-based investment strategy designed
to diversify our
global
portfolio
by
identifying
emerging
opportunities
across
various
sectors
that contribute
long-term
value
to society.
Our investment
strategy
assumes
a
proactive
and
measured
approach
in
transitioning
investment
from
declining
heavy
carbon-emitting
industries
to
eco-friendly
and
value
generating
opportunities including
renewable energy, government
sponsored green
bonds and
public works
projects.
•
We review
the
investment
guidelines
and
actions
of our
pertinent
third-party
asset
managers
to ensure
their
compliance
with
the
PRI
in
the
context
of
the
portfolios
that
they
manage.
Our main
fixed
income
asset
manager
has had
a policy
in place since
2019 restricting any
further purchase of
bonds on
behalf
of Everest
issued
by companies
that
generate
more
than
25% of
their
revenue
from coal.
As of
year-end
2022,
less than
$20 million
of our
fixed
income portfolio
is exposed
to companies
that derive
greater than
25% of
their
revenue
from
coal-related
businesses,
while
our public
equity
portfolio
had approximately
$2 million
of coal
-related
exposure,
and our
private
equity
portfolio
had less
than
$100,000
of exposure,
which
represent
a significant
decrease
in investment
exposures
to coal
over
the past
few years.
•
Currently,
Everest
has invested
over $200 million
in green bonds,
which
are fixed-
income
instruments
specifically
designed
to
fund
projects
with
environmental
and/
or climate
or other social
benefits. We also
hold nearly $20
million of
investments
in three ESG-related exchanged-traded funds (“ETFs”)
helping enable the
production
of
renewable
energy
in
various
areas
of
the
world.
ESG
10
2023 Proxy
Statement
UN-PSI Signatory
• Everest is a
signatory
to the PSI, a global sustainability framework of the
United Nations Environment Programme’s Finance Initiative.
•
The PSI serves as a global framework for the insurance industry to better
understand, prevent and reduce ESG risks and better manage opportunities to
provide quality and reliable risk protection. The PSI has led to the largest
collaboration between the UN and the insurance industry and has steadily
grown to represent over 30% of world premium volume.
•
Everest is proud to have already reported initial disclosures in accordance
with the PSI framework, contained within Everest’s recently published
Corporate Responsibility Report, within four months of officially becoming a
signatory to the PSI.
•
Going forward, Everest will continue to support the PSI by among other
actions: working with communities to develop insurance solutions to help
transition to renewables; supporting government sponsored green initiative
programs; providing market leading project credit coverages; and providing
coverage to protect against defaults by renewable energy developers.
Providing
Insurance
Protection
for
Clean Energy
Programs
As the renewable energy industry rapidly grows, Everest is committed to helping
lead the transition to a clean energy future. McKinsey estimates that by 2026,
global renewable-electricity capacity will rise more than 80 percent from 2020
levels, and by 2035, renewables will generate 60 percent of the world’s
electricity.4 This dramatic growth presents an excellent insurance growth
opportunity, with some recent highlights and initiatives by Everest in this area
listed below:
•
Everest
insures
the International
Finance
Corporation’s
Managed
Co-Lending
Portfolio Program (“MCPP”).
The MCPP is
one of the
most successful efforts
to
date
to
connect
institutional
investors
with impact-
driven
opportunities
that
support
global
development
priorities.
Insurance
company
participants
use
unfunded
structures
to
provide
the
MCCP
with
credit
coverage
on
individual
loans. Everest has supported the funding of the following projects through the
MCCP over the past year:
–
Financing climate smart
projects in Colombia to
mitigate the impacts
of climate
change;
–
Lending to small
and medium-sized enterprises
in Nepal to
priority sectors of
agriculture and tourism;
–
Lending
to
underserved
micro,
small
and
medium-sized
enterprises
in
rural
areas of India with a focus on emission standard compliant vehicles;
–
Lending
for
trade
related
short-term
financing
to
small
and
medium-sized
Nigerian enterprises, affected by the COVID-19 pandemic;
–
Lending to eligible
climate projects to
assist a local
Kenyan bank meet
its target
of greening 25% of its loan portfolio by 2025.
4
See
https://www.mckinsey.com/industries/electric
-power-and-natural-gas/our-insights/renewable
-energy-development-in-a-net-zero
-world
ESG
2023 Proxy
Statement
11
• A
growing
portion of
our global
project finance
credit insurance
segment relates
to allocating
capacity to
renewable energy
projects,
enabling financers
to
provide additional
credit for
renewable
energy development.
Among other
projects,
we have provided
credit risk
insurance
for renewable
energy projects,
including solar
and wind energy
in Brazil,
Chile, Colombia,
Egypt, Mexico,
Panama, Peru,
Senegal, South
Africa and
Taiwan. For
example, in Taiwan,
Everest supported
the conversion
of a 2GW portfolio
of diesel generators
to
natural gas
and the installation
of solar power
generation.
In Peru, Everest
supported
a development
finance institution’s
construction
of a 300MW
wind
farm.
•
• A growing
percentage
of our
excess
casualty
energy
portfolio
is comprised
of
electric
power
generation
from clean
energy
sources.
Recent
examples
include
providing
capacity
to Vineyard
Wind in
connection
with a
significant
off-shore
wind
project
development
on the
outer
continental
shelf
south
of Massachusetts
which
will be
among
the first
utility-scale
offshore
wind
energy
projects
in the
U.S.,
as well
as providing
capacity
to SOLV
Energy,
a leading
solar
services
provider
serving
the utility,
high voltage
and energy
storage
markets in
North
America,
which
has helped
build
over 8GW
of solar
energy
projects
since
2008.
• In 2022,
Everest began
providing reinsurance
support for
Marsh’s new
hydrogen
facility,
a first-of-its-kind
insurance
and reinsurance
facility
that
provides
dedicated
insurance capacity
for new and
existing green
and blue hydrogen
energy projects
globally. Energy
operators
have found
it particularly
challenging
to secure
adequate insurance
for these new
and emerging
technologies;
however, Marsh’s
facility
will support
the scale-up
of the clean
hydrogen
industry and
expedite the
transition
to renewable
energy.
•
Everest
provides
reinsurance
support for
the New Energy
Risk program,
which
provides
insurance coverage
for companies
developing
breakthrough
technologies,
including fuel
cells, energy
storage, carbon
capture,
renewable
fuels and
waste-to-energy
solutions.
This coverage
helps project
developers
access capital
to accelerate
the deployment
of these technologies
to address
global challenges.
• We also provide reinsurance support for the Clean Energy Risk
Solutions
program, which provides performance warranties for renewable energy
projects and enables debt financing. This protects the development and global
distribution of clean energy technologies that deliver value to the renewable
energy markets, including solar, waste-to-energy and energy storage.
• We
partnered
with Associated Electric & Gas Insurance Services, a mutual
insurance company,
to offer an array of property and casualty products
designed for the renewable energy industry, including solar energy, battery
storage facilities and wind assets.
• Everest Insurance® has partnered with one of the largest
underwriters
of
renewable energy projects in North America to provide property coverages for
wind and solar energy facilities.
• Everest has written an expanding amount of
tax liability insurance coverage in recent
years,
which
can protect against the loss of
investment
or production tax credits for
renewable energy projects and can potentially mean the difference between a project
receiving sufficient investment and commencing start-up or not. We expect further
opportunities in this area as governments encourage the growth of the
renewable
energy sector.
ESG
12
2023 Proxy
Statement
Supporting a
More Sustainable
Economy
Everest is also supporting the development of innovative technologies through loan
guarantees which will help support the transition to a
more sustainable economy. This
includes loan guarantee support for:
•
Materials technology platform
focused on a recyclable,
biodegradable and marine
-safe
packaging
applications
and
solutions
to
solve
the
difficulties
of
processing
polymer
polyvinyl
alcohol,
expand
the
use
of
sustainable
plastic
and
facilitate
the
circular
economy;
•
Biotech company with
global operations supporting sustainable tailings
management by
extracting valuable minerals
currently discarded from
mining operations which
results
in reduced mineral waste and a new
source of recycled water;
•
Biotech company offering a
variety of solutions,
including consumer products to
replace
toxic chemicals in household,
personal care and industrial products;
technologies that
make
the
oil
and
gas
industry
more
sustainable;
and
organic
and
biorational
soil
technology
to
improve
farmer
profits
and
soil
health,
with
the
benefits
of
carbon
sequestration and reduced nitrous oxide emissions.
Influencing
Societal Behavior
to Mitigate
Climate
Change Risk
•
We also seek to influence change in behavior to improve the environment and
mitigate
the human impact on climate change.
•
We have
reduced
our
capacity and
exposure
to
regions
more
susceptible
to
increased
severity
of
climate change,
thereby,
proactively
helping
to
curb
the
expansion of human activity into environmentally sensitive locations.
•
We
work
with
our
insureds
to
consider
the
impact
of
climate
risk
on
their
operations
and property in conjunction with underwriting, engineering and loss
mitigation services we provide.
•
We provide
insurance premium
credits to
policyholders that
demonstrate sound
environmental
practices
and
adopt
loss
mitigating
measures
to
protect
their
facilities and operations
as an economic incentive
to reduce their
exposure to
risk of loss associated with climate change.
Memberships
and
Affiliations
The Company is active in various affiliations and memberships in supporting our customers
and clients in the transition
from
a carbon
economy
to renewables.
For example,
Everest
has been
a long-time
active
and contributing
member
of the
Reinsurance
Association
of America
(“RAA”),
whose advocacy
work includes
efforts
to identify
ways the
(re)
insurance
sector
can minimize
the effects
of climate
change
along
with
a commitment
to work
with
policymakers,
regulators and the
scientific, academic and business
communities to assist
in promoting awareness
and understanding
of the
risks
associated
with climate
change.
The Company’s
participation
in the
RAA includes
membership
on the
RAA’s
Extreme
Events
Committee
that focuses
on catastrophe
modeling
improvements
to reflect
climate
change.
The
RAA’s
statement
on
climate
change
policy
is
located
at:
www.reinsurance.org/Advocacy/RAA_Policy_Statements.
As
noted
above,
Everest
is also
a signatory
to the
PRI
and
has been
incorporating
ESG principles
into
our
investment
guidelines and decisions in accordance with the PRI. The PRI is the world’s leading proponent
of responsible
investment,
with over
5,000 signatories
representing
more than
US$120 trillion
in assets
under management
as
of November
2022. The
PRI defines
responsible
investment
as a
strategy
and practice
to incorporate
ESG factors
into
investment
decisions
and active
ownership.
The PRI
is a
part
of the
United
Nations
Environment
Programme’s
Financial Initiative.
Finally,
Everest
is one
of the
few Bermuda
or North
American-based
insurance
sector
companies
to sign
on to
the
PSI,
which
ensures
better
management
of
ESG issues
and
strengthens
the
insurance
industry’s
contribution
to building
a resilient,
inclusive
and sustainable
society.
Everest’s
commitment
to the
PSI reflects
our recognition
of the impact
of climate
change
on the
global
environment
and
our
stated
goal
of achieving
a zero-emissions
workplace
across
all
global offices by 2050.
ESG
2023 Proxy
Statement
13
Risk Management Profile
We also
strive
to incorporate
environmental
risks,
to the
extent
they can
be quantified,
into our
risk management
profile.
We have
a highly
developed
Enterprise
Risk Management
(“ERM”)
practice
that identifies
key risks
that the
Company
is exposed
to and
establishes
tolerance
levels
and mitigation
strategies
to preserve
the sustainability
of
our business.
Environmental
risks,
including
those directly
related
to climate
change,
feature
prominently
in the
Company’s ERM goals.
We have
established
a robust
risk
management
process
to identify,
research,
assess
and address
various
business
risks.
As a (re)insurance
company,
we are
at the
forefront
of identifying
and limiting
climate
change
risks.
We are
exposed to climate-related
risks on both
sides of the
balance sheet –
as risk carriers,
as well as
institutional investors.
Everest closely
monitors the
risks posed
by climate
change, including
physical and
transition related
risks which
may
result in
short, medium
and long-term
impacts to
insurance and
reinsurance
organizations. Everest
acknowledges the
transition
risks
related
to climate
change,
including
political,
regulatory,
technology
and
reputational
risks.
Everest’s
underwriting
and
investment
strategies
consider
the
transition
risks,
including
through
enhancing
renewable
energy
coverage
and limiting
fossil
fuel investments.
A key component
of our ERM
framework
is the implementation
of a new
Integrated
Risk Management
(IRM) tool
to help
us establish
a thorough
register
of all
enterprise
risks,
formalize
our process
for managing
risks,
increase
cooperation among
colleagues and
escalate relevant
risks. Most importantly,
the IRM tool
will help us
build consensus
about
the initiatives
required
to mitigate
negative
effects
should
any
of these
risks
materialize.
There
are
two core
components
of this
system
– Risk
Lifecycle
and Risk
Events:
•
Risk Lifecycle
—this component pertains
to identifying, analyzing,
assessing and monitoring
risks. Also, included
in this
component is
an area
to capture
current controls
and future
plans around
the identified
risks. The Risk
Lifecycle
is
currently
being
rolled
out across
the organization.
•
Risk Events
—this component will
allow for
reporting of an
event or
situation that can
impact the organization.
The
Risk
Events
component
is scheduled
to be
rolled
out
in the
first
half
of 2023.
Operations
Everest
is also
cognizant
of physical
climate
risks
when making
operational
decisions
to ensure
our infrastructure
can adapt
to the
impacts
of climate
change.
While
Everest,
as a (re)insurance
organization,
has a
modest
ecological
footprint,
the Company
nonetheless
strives
to maintain
an environmental
consciousness
in its
operations
as part
of
its
stance
toward
environmental
policy.
For
instance,
in light
of expanding
office
space
requirements
occasioned
by
growth,
Everest
is focused
on office
properties
that
exhibit
positive
environmental
features:
Location
ESG Features
Warren,
New Jersey
(U.S.
Headquarters)
• LEED
Silver
certified
• Green roof
• Charging stations for electric vehicles
• Natural light-maximizing workspaces
Hamilton, Bermuda (Corporate Headquarters)
• Double-glazed solar controlled glass
• Seawater
air
conditioning
system
• Energy-conserving
lighting
Chicago,
IL
• LEED Gold
certified
Houston, TX
• LEED Gold certified
Los
Angeles,
CA
• LEED
Platinum
certified
New
York,
NY
• LEED Gold
certified
San Francisco, CA
• LEED Platinum certified
Tampa, FL
• LEED Gold certified
Walnut
Creek,
CA
• LEED Gold
certified
ESG
14
2023 Proxy
Statement
Everest
also
promotes
flex
hours
and a
work-from-home
policy
to help
reduce
traffic
congestion
at any
given
office
location at any given
point in time. We
also incorporate a
paperless claims processing
system designed to
significantly
reduce
the
need
for
printing
hard
copies
of claims
files.
In addition,
we are
proud
that
Everest
received
the
United
Way
of Northern
New
Jersey
Impact
Award
for
its
recently
opened
U.S.
headquarters,
which
is given
for
a real
estate
project
considered
to
have
had
the
most
positive
impact
in northern
New
Jersey
during
a given
year.
Underwriting
and Environmental
Solutions &
Practices
The Company
continuously
researches
external
and internal
data to
assess
and refine
our pricing,
modeling
and
underwriting practices
related to
climate risks.
We recognize
that over
an extended
period of
time, sustained
shifts in
atmospheric
and climate
dynamics
could
give
rise
to increased
probability
and severity
of extreme
events.
To meet
this challenge, our underwriting, actuarial, ERM, claims and catastrophe
modeling teams work
in unison to
research and analyze
external raw
climate and
meteorological data
in conjunction
with our
internal claims
and
loss information
data to assess
geographical
impacts of climate
change
and develop
predictive
analytics models
to improve
pricing,
product
development and
claims management.
In order
to timely
respond to
changing
circumstances
that may
impact
areas
of Everest’s
business
and
ensure that
the Company’s
senior executive
management
and Board
are
up-to-date,
our climate
risk monitoring
structure
promotes
identification
and
reporting
of climate
risks
throughout
the
year
as shown
in the
chart
to
the right.
Everest
has also
been at
the forefront
in continuing
to develop
advanced
insurance solutions and products related
to environmental risk for
our
clients, including coverages for specialized environmental contractors
as well
as industrial
and commercial
component
manufacturers.
Our loss
control
teams
work with
our clients
and policyholders
in these
industries
to develop
and
implement
loss
prevention
practices,
promote
worker
safety
at their
facilities
and
integrate
the
latest
environmentally
sustainable
materials
and practices
at their locations.
In recent years,
Everest has
also been an
increasingly
active
supporter
of renewable
energy
transactions
through
structured
credit
insurance,
including
wind
farm
projects,
in various
locations
around
in the
world.
Shareholder
Feedback
•
We
are
committed
to
ensuring
that
we
understand
our
shareholders’ issues and potential concerns, and that our
shareholders
understand
our
corporate
governance
and
executive compensation programs. This includes how our
executive
compensation
program
rewards
the
achievement
of
our
strategic
objectives
and
aligns
the
interests
of our
Named
Executive
Officers
with
those
of
the
Company’s
shareholders.
• Overall,
our
shareholders
expressed
support
for
our
long-term
strategy,
Investor
Day
and
ESG
initiatives.
There
was
universal
appreciation for
the opportunity
to engage
in the
outreach
discussions
and our
willingness
to consider
shareholder
input
into our governance protocols.
We have
reached
out to
shareholders
totaling approximately
ESG
2023 Proxy
Statement
15
Highlights
of our
corporate
governance
and
compensation
best
practices
include:
Governance
Profile
Best
Practice
Company
Practice
ü
⬝⬝
Size of Board
9
ü
⬝⬝
Number
of Independent
Directors
7
ü
⬝⬝
Board
Independence
Standards
The Board has adopted director independence
standards stricter than the listing standards of the
NYSE.
ü
⬝⬝
Director
Independence
on Key
Committees
The Board's Audit, Compensation and Nominating
and Governance Committees are composed
entirely of independent directors.
ü
⬝⬝
Separate
Chairman
and
CEO
Yes
ü
⬝⬝
Independent
Lead Director
Yes
ü
⬝⬝
Annual
Election
of All
Directors
Yes
ü
⬝⬝
Majority Voting for Directors
Yes
ü
⬝⬝
Board Meeting Attendance
Each director or appointed alternate director
attended 100% of Board meetings in 2022.
ü
⬝⬝
Annual
General
Meeting
Attendance
Director attendance
is expected
at the Annual
General Meeting
per Governance
Guidelines,
and
100% of directors
attended the
2022 Annual
General Meeting.
ü
⬝⬝
No Over-Boarding
Directors are prohibited from sitting on the boards
of competitors.
ü
⬝⬝
Regular
Executive
Sessions
of
Non-Management
Directors
Yes
ü
⬝⬝
Shareholder Access
No minimum share ownership or holding
thresholds is necessary to nominate qualified
director to Board.
ü
⬝⬝
Policy
Prohibiting
Insider
Pledging
or
Hedging
of Company’s
Stock
Yes
ü
⬝⬝
Annual
Equity
Grant
to Non-Employee
Directors
Yes
ü
⬝⬝
Annual
Board
and
Individual
Director
Performance
Evaluations
Yes
ü
⬝⬝
Clawback Policy
Clawback Policy covers current and former
employees, including Named Executive Officers,
providing for forfeiture and repayment of any
incentive-based compensation granted or paid to
an individual during the period in which he or she
engaged in material willful misconduct including,
but not limited to fraudulent misconduct.
ü
⬝⬝
Code of Business Conduct and Ethics for
Directors and Executive Officers
Yes
ü
⬝⬝
No Separate
Change
in Control
Agreement
for the
CEO
CEO
participates
in the
Senior
Executive
Change
in
Control
Plan
(“CIC
Plan”)
along
with
the
other
Named
Executive
Officers.
ESG
16
2023 Proxy
Statement
Governance
Profile
Best
Practice
Company
Practice
ü
⬝⬝
Double Trigger for Change-in-Control
Yes
ü
⬝⬝
No Excise Tax Assistance
No “gross-up” payments by the Company of any
“golden parachute” excise taxes upon a change-in-
control
ü
⬝⬝
Say on Pay Frequency
Say on Pay Advisory Vote considered by
Shareholders annually
ü
⬝⬝
No Re-pricing of Options and SARs
The Board adheres to a strict policy of no re-
pricing of Options and SARs.
ü
⬝⬝
Minimum Vesting Period of Options and
Restricted Shares
Minimum one-year vesting period for equity
awards
However, the Board has always instituted a five-
year vesting period for equity awards to executive
officers except for performance shares which must
meet key performance metrics over the course of
three years prior to settlement.
Three-year vesting period for equity awards to
Directors
ü
⬝⬝
Share Recycling
No liberal share recycling
ü
⬝⬝
Stock Ownership Guidelines for Executive
Officers
Six times base salary for CEO; three times base
salary for other Named Executive Officers
ü
⬝⬝
Stock Ownership Guidelines for Non-
Management Directors
Five times annual retainer
ü
⬝⬝
Use of Performance Shares as Element of
Long-Term Incentive Compensation
Yes
Voting
Matters
and
Board’s
Voting
Recommendations
Proposal
Board’s
Voting
Recommendations
Page
Election
of Director
Nominees
(Proposal 1)
FOR ALL
DIRECTOR NOMINEES
17
Appointment
of PricewaterhouseCoopers
LLP
as
Company Auditor
(Proposal
2)
FOR
87
Non-Binding
Advisory
Vote
on Executive
Compensation
(Proposal
3)
FOR
88
Non-Binding
Advisory
Vote
on Frequency
of Vote
on Executive Compensation
(Proposal
4)
FOR 1
YEAR
89
Corporate
Name
Change
(Proposal 5)
FOR
90
Proposal No. 1—Election of Directors
2023 Proxy
Statement
17
PROPOSAL
NO.
1—ELECTION
OF
DIRECTORS
The Board
of Directors
recommends
that you
vote FOR
the director
nominees
described
below.
Proxies
will be
so
voted
unless
shareholders
specify
otherwise
in their
proxies.
At the
2023
Annual
General
Meeting,
the nominees
for director
positions
are to
be elected
to serve
until
the 2024
Annual General
Meeting of Shareholders
or until
their qualified
successors are
elected or
until such
director’s office
is
otherwise
vacated.
At its
regularly
scheduled
meeting
in
February
2023,
the
Nominating
and
Governance
Committee
recommended
to the
Board
the nominations
of John
J.
Amore,
Juan
C. Andrade,
William
F. Galtney,
Jr.,
John
A. Graf,
Meryl Hartzband,
Gerri Losquadro,
Hazel McNeilage,
Roger M.
Singer and
Joseph V. Taranto,
all of whom
are currently
directors
of the
Company.
The Board
accepted
the Nominating
and Governance
Committee
recommendations,
and
each
nominee
accepted
his or
her nomination.
It is
not
expected
that
any
of the
nominees
will
become
unavailable
for
election
as a director,
but if
any
nominee
should
become
unavailable
prior
to the
meeting,
proxies
will
be voted
for such persons as
the Board shall recommend, unless
the Board reduces the
number of directors accordingly. There
are
no arrangements or understandings between
any director or any
nominee for election as
a director and
any other
person
pursuant
to which
such person
was selected
as a
director
or nominee.
Important
Factors
in
Assessing
Board
Composition
The Nominating
and Governance
Committee
strives
to maintain
an engaged,
independent
Board with
broad and
diverse experience, skills and judgment that
is committed to representing the
long-term interests of our shareholders.
In
evaluating
director
candidates
and considering
incumbent
directors
for nomination
to the Board, the Committee
considers each
nominee’s character, independence,
leadership, financial literacy,
personal and professional
accomplishments,
industry
knowledge
and experience.
For incumbent
directors,
the
factors
also
include
attendance
and past
performance
on the
Board
and its
committees.
Each
director
nominee
has a
demonstrated
record
of accomplishment
in areas
relevant
to the
Company’s
business
and
qualifications
that
contribute
to the
Board’s
ability
to effectively
function
in its
oversight
role.
The Nominating
and Governance
Committee
seeks
current
and potential
directors
who will
collectively
bring
to the
Board a
variety of
skills, including:
•
Leadership:
Demonstrated ability
to hold
significant leadership
positions and
effectively manage complex
organizations
is important
to evaluating
and developing
key management
talent.
•
Insurance
and/or Reinsurance
Industry
Experience:
Experience
in the
insurance
and/or reinsurance
markets
is
critical
to strategic
planning
and oversight
of our
business
operations.
•
Risk
Management:
Experience
in identifying,
assessing
and managing
risks
is critical
to oversight
of current
and
emerging
organizational
and
systemic
risks
in order
to
inform
and
adapt
the
Company’s
strategic
planning.
•
Regulatory:
Understanding of the laws
and regulations that impact
our heavily regulated industry,
as well as
understanding the impact
of government actions and
public policy. Both areas
are important to oversight
of
insurance operations.
•
Finance and
Accounting:
Financial experience
and literacy
are essential
for understanding
and overseeing
our
financial
reporting,
investment
performance
and
internal
controls
to ensure
transparency
and
accuracy.
•
Corporate
Governance:
Understanding of
corporate governance
matters is
essential to
ensuring effective
governance
of the
Company
and protecting
shareholder
interests.
• Business
Operations:
A practical
understanding of
developing,
implementing
and assessing
our business
operations
and processes
and experience
making strategic
decisions, are
critical to the
oversight of
our business,
including the
assessment
of our
operating
plan,
risk
management
and
long-term
sustainability
strategy.
•
Information
Technology/Cybersecurity:
A practical
understanding
of information
systems
and technology
use in
our
business
operations
and
processes,
as well
as a
recognition
of the
risk
management
aspects
of cyber
risks
and
cyber security.
•
International:
Experience and knowledge
of global insurance
and financial markets
is especially important
in
understanding
and reviewing
our business
and strategy.
Proposal No. 1—Election of Directors
18
2023 Proxy
Statement
In addition
to evaluating
a candidate’s
technical
skills
relevant
to the
success
of a large,
publicly
traded
company
in today’s
business
environment,
our Board
considers
additional
intangible
factors
including
an understanding
of
our business
and technology;
education
and professional
background;
and geographic,
gender, age
and ethnic
diversity.
Each
director
must
demonstrate
critical
thinking,
clear
business
ethics,
an appreciation
for diversity
and a
commitment to sustainability. The Nominating and Governance Committee’s objective is
to recommend a group that
can
best perpetuate
the success of our business
and represent
shareholder
interests
through
the exercise
of sound
judgment
using
its diversity
of experience
and perspectives.
Passing
of Board
Director
John
A.
Weber
All of us
at Everest
were deeply
saddened by
the passing
of our dear
friend
and colleague
John A.
Weber. Mr.
Weber
was elected
to the Everest
Board in
2003,
serving
as Chairman
of the
Investment
Policy
Committee
for 18
years,
and
having
most
recently
served
on the
following
Committees
in 2022:
Audit,
Compensation,
Executive,
Investment
Policy
and
Nominating
and
Governance.
Mr. Weber also served as a director of the Company’s
Bermuda operating
subsidiaries Everest
Reinsurance (Bermuda),
Ltd. and Everest International
Reinsurance, Ltd. Mr. Weber’s
contributions to Everest over
the past two
decades
have been
instrumental
to Everest’s
growth,
strategic
evolution
and
results. Mr. Weber
was valued not
only for his
financial and investment
insights
as
the
Chair
of the
Investment
Policy
Committee,
but
also
his
compassion
and
humility
as a
leader.
Everest
is a better
company
in all
respects
as a
result
of
Mr. Weber’s service.
He will be
sincerely missed,
and the Company
is privileged
to have
had the
benefit
of such
a deeply
committed
Board member.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
19
Information
Concerning
Director
Nominees
Each
nominee’s
biography
below
includes
a
summary
of
the
key
skills
and
experience
of
such
nominee
that
contribute
to
the
director’s
ability
to effectively
oversee
the
Company
and
act
in the
long-term
best
interests
of shareholders.
JOHN J. AMORE
Age: 74
Director
Since:
September
19,
2012
Independent
Committees:
•
Audit
•
Compensation
(Chairman)
•
Nominating
and
Governance
•
Risk
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Accounting
•
Corporate
Governance
• Business
Operations
•
International
• Risk
Management
•
Claims
Background:
Mr.
Amore
retired
as a
member
of
the
Group
Executive
Committee
of Zurich
Financial
Services
Group,
now
known
as
Zurich Insurance Group, Ltd., in 2010, for which he continued
to act as a consultant through 2012. From
2004 through
2010,
he served
as CEO
of the
Global
General
Insurance
business
segment
after
having
served
as CEO
of the
Zurich
North
America
Corporate
business
division
from
2001
through
2004.
He became
CEO
of Zurich
U.S.
in 2000,
having
previously served
as CEO
of the
Zurich U.S.
Specialties business
unit. Before
joining Zurich
in 1992,
he was
vice
chairman
of Commerce
and
Industry
Insurance
Company,
a subsidiary
of American
International
Group,
Inc.
(“AIG”).
Mr.
Amore
served
as a
delegate
for the
Geneva
Association
and is
an Overseer
Emeritus
of the
Board
of Overseers
for
the
School
of Risk
Management,
Insurance
and
Actuarial
Science
at St.
John’s
University
in New
York.
He is
also
a
member
of the
Board
of Directors
of the
W. F.
Casey
Foundation,
Brooklyn,
New
York
and
the
Board
of Trustees
and
Finance,
Audit
and Investment
Committees
of Embry-Riddle
Aeronautical
University.
Proposal No. 1—Election of Directors
20
2023 Proxy
Statement
JUAN C. ANDRADE, CEO & PRESIDENT
Age: 57
Director
Since:
February
26,
2020
Non-Independent
Committees:
• Investment
Policy
•
Risk
•
Executive
Qualifications
and Skills:
• Executive
Leadership
• Corporate
Governance
• Insurance/Reinsurance
Industry
Experience
• International
• Finance
and
Accounting
•
Risk
Management
• Business
Operations
•
Regulatory
• Mergers
and
Acquisitions
•
Claims
•
Marketing
and
Branding
Background:
Juan C.
Andrade is
President and Chief
Executive Officer
of Everest Re
Group, Ltd.,
a leading global
provider of
reinsurance
and insurance
solutions.
Juan
has
close
to 30
years
of experience
in the
insurance
industry,
successfully
leading
large
and
complex
domestic
and
international
businesses.
He has
served
in executive
leadership
roles
in underwriting,
product
development
and
innovation,
claims,
sales
and distribution,
strategy
development
and general
management.
Juan joined
Everest from
Chubb where
he was responsible
for their
general insurance
business
in more than
50
countries
outside
of North
America.
Before
commencing
his
insurance
career,
Juan
worked
in national
security
and
international
affairs
within
the
U.S.
Federal
Government’s
Executive
Branch
and
The
Executive
Office
of
the
President.
Juan
serves
on the
Board
of Directors
of USAA,
a leading
provider
of insurance,
investing
and
banking
solutions
to
members
of the
U.S.
military,
veterans
and their
families.
He was
recently
recognized
by Latino
Leaders
Magazine
for
his service
and contributions
to USAA.
Juan
serves
on the
Board
of Overseers
of the
St.
John’s
University
School
of Risk
Management,
Insurance
and
Actuarial
Science.
Juan
is a
member
of the
Board
of Trustees
of The
Institutes,
an organization committed to meeting the evolving professional
development needs of the risk management
and insurance
community.
He also
serves
on the
Board of
Directors
of the
American
Property
Casualty
Insurance
Association (APCIA), the
primary national
trade association for
the insurance industry.
Juan is a
member of the
Geneva
Association,
the only
international
association
of insurance
companies
and the
think
tank for
the global
insurance
industry.
Geneva
Association
members
protect
2.6 billion
people
worldwide
and manage
over
$21 trillion
in assets.
He is also
a member
of The Wall
Street Journal’s CEO
Council, an
exclusive invitation-only group
of the world’s
leading CEOs
and influential
global business
leaders.
Juan received
a Bachelor
of Science
degree in
Journalism with
a minor
in Political
Science from
the University of
Florida
and was
honored
as a
Distinguished
Alumni
in 2018.
Juan
was also
inducted
into the
University
of Florida
College
of Journalism
and Communications
Hall
of Fame
in 2021.
This
honor
recognizes
alumni
who
have
excelled
in
their
careers
and
has
only
been
awarded
to
165
individuals
since
inception
in 1970.
He serves
on
the
University
of
Florida Foundation National Board.
He also
holds a
Master of
Arts degree
in International
Economics and
Latin American
Studies from
the Johns
Hopkins
University
School of
Advanced
International
Studies.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
21
WILLIAM GALTNEY
Age: 70
Director
Since:
March
12,
1996
Independent
Committees:
•
Audit
•
Compensation
•
Executive
•
Nominating
and Governance
(Chairman)
•
Risk
a
Qualifications and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Accounting
•
Investments
•
Merger
& Acquisition
•
Corporate
Governance
• Business
Operations
• Risk
Management
•
Claims
•
Marketing
and
Branding
Background:
Mr.
Galtney
served
as a
director
of Everest
Re from
March
1996
to February
2000.
Thereafter
he became
a director
of the
Company
upon
the restructuring
of Everest
Holdings.
Since
April
1, 2005
he has
been
President
and CEO
of
Galtney
Group,
Inc.
Prior
thereto,
he was
President
(from
June
2001
until
December
31, 2004)
and Chairman
(until
March
31, 2005)
of Gallagher
Healthcare
Insurance
Services,
Inc. (“GHIS”),
a wholly-owned
subsidiary
of Arthur
J.
Gallagher & Co. (“Gallagher”).
From 1983 until
its acquisition by
Gallagher in June
2001, Mr. Galtney
was the Chairman
and Chief
Executive
Officer
of Healthcare
Insurance
Services,
Inc. (predecessor
to GHIS),
a managing
general
and
surplus
lines
agency
previously
indirectly
owned
by
The Galtney
Group,
Inc.
Proposal No. 1—Election of Directors
22
2023 Proxy
Statement
JOHN A. GRAF
Age: 63
Director Since: May 18, 2016 Independent
Committees
:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Investment Policy (Chairman)
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Corporate
Governance
• Risk
Management
•
Finance
and
Accounting
•
Investments
•
International
• Business
Operations
•
Regulatory
Background:
Mr.
Graf serves
as the
Non-Executive
Vice
Chairman
of Global
Atlantic
Financial
Group
(“Global
Atlantic”)
and
joined
the Board
of Directors
upon Global
Atlantic’s
acquisition
of Forethought
Financial
Group
(“Forethought
Financial”)
in 2014.
He served as
Chairman and
CEO of Forethought
Financial from 2006
to 2014. He
serves on the
Audit,
Risk and
Compliance
Committees
of Global
Atlantic.
Until December
2015,
he served
as a non-executive
director
of QBE
Insurance
Group Limited
where he
chaired
the Investment
and Personnel
Committees.
In 2005,
he served
as Chairman,
CEO and President
of AXA Financial,
Inc. where
he also served
as Vice
Chairman of the
Board and
President
and Chief Operating
Officer of its
subsidiaries,
AXA Equitable
Life Insurance
Company and
MONY Life
Insurance
Company. From
2001
through
2004
he
was
the
Executive Vice
President
of
Retirement
Savings, AIG
as
well
as
serving
as Vice Chairman
and member
of the Board
of Directors
of AIG SunAmerica
following
AIG’s acquisition
of
American
General
Corporation
in 2001,
where he
served
as
Vice-Chairman.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
23
MERYL HARTZBAND
Age: 68
Director Since: May 23, 2019 Independent
Committees:
•
Audit (Chairwoman)
•
Compensation
•
Investment Policy
•
Nominating and
Governance
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Finance
and
Accounting
•
Investments
•
Merger
& Acquisition
•
Corporate
Governance
• Business
Operations
• Risk
Management
Background:
Ms.
Hartzband
retired
in 2015
as a
founding
partner
of Stone
Point
Capital,
where
she also
served
as the
firm’s
Chief
Investment Officer. Additionally, from 1982 to 1999, she served as Managing
Director at J.P. Morgan & Co., specializing
in private equity
investments in the financial services industry.
She currently serves on the
Board of Directors at Greenhill
& Co.
and
Conning
Holdings
Ltd.
She
has previously
been
a director
at The
Navigators
Group,
Inc.,
Travelers
Property
Casualty
Corp.,
AXIS
Capital
Holdings
Limited,
ACE
Limited
and
numerous
portfolio
companies
of Stone
Point.
Proposal No. 1—Election of Directors
24
2023 Proxy
Statement
GERRI LOSQUADRO
Age: 72
Director Since: May 14, 2014 Independent
Committees
:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Risk (Chairwoman)
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Corporate
Governance
•
Finance
and
Accounting
• Risk
Management
• Business
Operations
•
International
• Information
Technology/Cyber
Security
•
Claims
Background:
Ms.
Losquadro
retired
in 2012
as Senior
Vice
President
and head
of Global
Business
Services
at Marsh
& McLennan
Companies,
Inc.
(“MMC”)
and
served
on the
MMC
Global
Operating
Committee.
Prior
to becoming
a senior
executive
at MMC,
Ms. Losquadro
was a
Managing Director
and senior
executive at
Guy Carpenter
responsible for
brokerage of
global
reinsurance
programs
including
all
insurance
lines,
treaty
and
facultative
and
the development
and
execution
of Guy Carpenter’s
account management program.
From 1986 to
1992, Ms.
Losquadro held senior
leadership
positions at
AIG’s American
Home Insurance
Company and
AIG Risk
Management. From
1982 to
1986, she
served as
Manager of
Special Accounts
of Zurich
Insurance Group.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
25
HAZEL MCNEILAGE
Age: 66
Director Since: November 16, 2022 Independent
Committees:
•
Audit
•
Compensation
•
Nominating and
Governance
•
Risk
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
• International
Experience
• Life
Insurance
Industry
Experience
• Information
Technology/Cybersecurity
•
Finance
and
Accounting
•
Investments
•
Corporate
Governance
• Business
Operations
• Risk
Management
Background:
Ms. McNeilage
was Head
of EMEA
for Northern
Trust’s Asset
Management business
and served
as a
member of
the company’s
global
and international
management
teams.
She held
various
executive
roles
in global
investment
management
at Principal
Financial
including
Global
Head
of Distribution
and Head
of International
Investments
and
she was
part of
the executive
team that
successfully navigated
the business
through the
financial crisis.
Earlier in
her
career,
Ms. McNeilage
served as
Head of
Investment
Consulting
for Asia
Pacific
with Towers
Perrin.
She currently
serves
on the
boards
of Reinsurance
Group
of America
and
Scholarship
America
as well
as the
advisory
board
of 9th
Gear
Technologies.
Most
recently,
she became
a director
of Alvarium
Tiedemann
Holdings.
Ms.
McNeilage
is a Fellow
of both
the Institute
and Faculty
of Actuaries
(UK)
and the
Institute
of Actuaries
of Australia.
She
earned
certificates
from
Carnegie
Mellon
University
and Harvard
University
in cyber
security,
a certificate
from
Massachusetts
Institute
of Technology
in artificial
intelligence,
and
she
is a
Board
Leadership
Fellow
of the
National
Association
of Corporate
Directors.
Ms.
McNeilage
earned
a Bachelor
of Science
(Hons)
degree
from
the University
of Lancaster,
England.
Proposal No. 1—Election of Directors
26
2023 Proxy
Statement
ROGER M.
SINGER, INDEPENDENT
LEAD DIRECTOR
Age: 76
Director Since: February 24, 2010 Lead Independent
Director
Committees
:
•
Audit
•
Compensation
•
Nominating and
Governance
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
•
Corporate
Governance
•
Finance
and
Accounting
•
Regulatory
•
International
•
Legal
•
Mergers
& Acquisitions
Background:
Mr.
Singer
was elected
as director
of Everest
Reinsurance
(Bermuda),
Ltd.
(“Bermuda
Re”) and
Everest
International
Reinsurance,
Ltd. (“International
Re”), both
Bermuda
subsidiaries
of the
Company,
on January
17, 2012.
In 2022,
he was
elected as
Lead Independent
Director of
the Company.
Mr. Singer,
currently retired,
was the
Senior Vice
President,
General
Counsel
and Secretary
to OneBeacon
Insurance
Group
LLC (formerly
known
as CGU
Corporation)
and its
predecessors,
CGU Corporation
and
Commercial
Union
Corporation,
from
August
of 1989
through
December
2005.
He continued
to serve
as director
and
consultant
to OneBeacon
Insurance
Group
LLC
and
its
twelve
subsidiary
insurance companies through 2006.
Mr. Singer served with
the Commonwealth of Massachusetts as
the Commissioner
of
Insurance
from July
1987 through
July 1989
and as First
Deputy
Commissioner
of Insurance
from February
1985
through July
1987. He
has also
held various
positions in
state and
federal government,
including
Assistant Secretary,
Office
of Consumer
Affairs
and Business
Regulation,
Commonwealth
of Massachusetts,
Assistant
Attorney
General,
Office
of the
Massachusetts
Attorney
General
and
Staff
Attorney,
Federal
Trade
Commission.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
27
JOSEPH V.
TARANTO,
CHAIRMAN
Age: 74
Director Since: March 12, 1996 Non-Independent
Committees
:
•
Executive
•
Investment Policy
Qualifications
and Skills:
• Executive
Leadership
• Insurance/Reinsurance
Industry
Experience
• Business
Operations
•
Corporate
Governance
•
Finance
and
Accounting
•
Mergers
& Acquisitions
•
Investments
•
Regulatory
•
International
• Risk
Management
•
Marketing
and
Branding
Background:
Mr.
Taranto
is a
director
and
Chairman
of the
Board
of the
Company,
as well
as a
part-time
non-executive
employee
of the Company’s
affiliate, Everest
Global, as of
January 1,
2020. He retired
on December
31, 2013 as
Chief Executive
Officer of the
Company and
Chief Executive Officer
and Chairman
of the Board
of Everest Holdings
and Everest
Re, in
which capacity
he had served
since October
17, 1994.
On February
24, 2000,
he became
Chairman of
the
Board and Chief Executive Officer of the Company upon the restructuring of Everest Holdings. Between 1986
and 1994,
Mr.
Taranto
was a director
and President
of Transatlantic
Holdings,
Inc.
and a
director
and President
of
Transatlantic
Reinsurance
Company
and
Putnam
Reinsurance
Company
(both
subsidiaries
of Transatlantic
Holdings,
Inc.). Mr.
Taranto was
selected to
serve on
the Board
because of
his considerable
experience as
CEO of
publicly
traded international
insurance and
reinsurance companies, intimate
knowledge of
Everest Re Group,
Ltd.’s operations
and
significant
insight
into
the
insurance
and
reinsurance
markets.
Proposal No. 1—Election of Directors
28
2023 Proxy
Statement
Information
Concerning
Executive
Officers
The
following
information
has
been
furnished
by the
Company’s
Named
Executive
Officers
who
are
not
also
director
nominees. Executive officers
are elected by the
Board following each
Annual General Meeting and
serve at the
pleasure of the Board.
MIKE KARMILOWICZ
Age: 54
Mr.
Karmilowicz
serves
as Executive
Vice
President
of the
Company
and
has served
as President
and
CEO
of Everest
Insurance® since
2021. He
has also
served as
President of
Everest Insurance®
North America
P&C since
January
2020. Mr. Karmilowicz joined Everest Insurance® in
July 2015 and served as
Senior Vice President of Everest
Insurance®
and President
of Everest
Specialty
Underwriters
Services,
LLC (“ESU”),
which comprises
the Executive
Solutions
Group
(Financial
Institutions,
Public
& Private
D&O, &
Cyber),
Professional
Liability,
Alternative
Solutions
(Transactional Liability
& Private
Equity), Political
Risk &
Trade Credit
and Surety
segments. He
also held
management
responsibility
for EverSports
& Entertainment
Insurance®
Inc.,
Everest’s
leading
Sports,
Entertainment
and Leisure
insurance
organization.
Mr.
Karmilowicz
has
nearly
30 years
of experience
in the
insurance
industry,
having
worked
in increasingly
responsible
management
and
underwriting
positions
at carriers
including
Zurich
and
The
Hartford.
MARK KOCIANCIC
Age: 53
Mr.
Kociancic
is the
Executive
Vice President
and Chief
Financial
Officer
of the
Company.
He is also
a Director
and
Executive Vice President of Everest Denali Insurance Company (“Everest Denali”),
Everest Indemnity Insurance
Company
(“Everest
Indemnity”),
Everest
National
Insurance
Company
(“Everest
National”),
Everest
Premier
Insurance
Company (“Everest Premier”) and Everest
Security Company (“Everest Security”). Mr.
Kociancic also serves as
a director
of
International
Re, Mt.
Logan
Re, Ltd.
(“Mt.
Logan”)
and Bermuda
Re and as a Director,
Executive
Vice President,
and
Chief Financial Officer of
Everest Re. He
joined the Company
on October 12,
2020, from SCOR,
where he most
recently
served
as Group
Chief Financial
Officer
since
2013.
He had previously
served
in various
senior
executive
roles
with
SCOR’s
U.S.
operations
beginning
in 2006,
prior
to being
named
Group
Deputy
Chief
Financial
Officer
in
2012
and
then
Group
Chief
Financial
Officer.
He holds
a CPA
designation
from
the Canadian
Institute
of Chartered
Accountants
and a
CFA
designation
from
the Chartered
Financial
Analysts
Institute.
Proposal No. 1—Election of Directors
2023 Proxy
Statement
29
SANJOY MUKHERJEE
5
Age: 56
Mr.
Mukherjee
is the
Executive
Vice
President,
General
Counsel
and Secretary
of the
Company.
Since
2006,
he has
served as
Executive Vice
President, Secretary,
General Counsel
and Chief
Compliance Officer
of Everest
Global,
Everest
Holdings
and Everest
Re,
also
serving
as a
director
of them.
From
2016
to 2020,
he served
as Managing
Director
and CEO
of Bermuda
Re and
still
serves
as Director,
Executive
Vice President
and General
Counsel.
During
2016,
he became
a Director
of Everest
Premier
and Everest
Denali.
In
2015,
he became
a director,
Chairman
and
CEO
of Everest
Preferred
International
Holdings,
Ltd.
(“Everest
Preferred”)
and Everest International
Holdings (Bermuda), Ltd. (“Bermuda
Holdings”), a director
of Everest Service
Company (UK),
Ltd.,
Everest
Corporate
Member,
Ltd.
and Everest
International
Assurance,
Ltd.
During
2013,
he became
a director
of
Mt.
Logan and in 2012 a director
of EverSports & Entertainment
Insurance, Inc. and Executive
Vice President, Secretary
and
General Counsel
of EverSports & Entertainment Insurance,
Inc. and SIG Sports, Leisure and Entertainment
Risk
Purchasing
Group
LLC.
From 2009
to 2015,
he served
as Secretary
of Everest
Reinsurance
Company
(Ireland),
dac
(“Ireland
Re”)
and Everest
Underwriting
Group
(Ireland)
Limited
(“Ireland
Underwriting”),
where
he continues
to serve
as director.
Since
2005, he
has served
as General
Counsel
of Everest
National
and Mt.
McKinley
Managers,
L.L.C.,
a director,
EVP, General
Counsel,
Compliance
Officer
and Secretary
of Everest
National
and Director,
EVP, General
Counsel
and
Secretary
of Everest
Indemnity
and EVP,
General
Counsel,
Compliance
Officer
and
Secretary
of Everest
Security
Insurance
Company
(“Everest
Security”).
Since
2008, he
has been
Secretary
and a
director
of Mt.
Whitney
Securities,
LLC.
He became
a Vice
President
of
Mt.
McKinley
Insurance
Co.in
2002,
where
he also
served
as a
director
from
2011,
until
Mt.
McKinley’s
sale
in 2015.
In 2017,
he became
a director
of
Everest
Dublin
Insurance
Holdings.
Prior
to joining
the
Company
in 2000
as Associate
General
Counsel,
Mr.
Mukherjee
developed
an array
of functional
experience
in the
insurance
and reinsurance
industries including
legal, claims
management, underwriting,
contract
wording,
accounting
and finance,
regulatory
compliance
and risk
management.
From 1994
to 2000,
he
was engaged in the
private practice of law
as a commercial litigator
and corporate attorney specializing
in the
insurance and
reinsurance industries. Prior
to receiving
his law
license, Mr.
Mukherjee was
a Senior
Consultant
with
Andersen
Consulting
(n/k/a
Accenture)
specializing
in
the
manufacturing
and
financial
services
industries
and
an auditor
with the public
accounting
firm of Touche
Ross. Mr.
Mukherjee’s
credentials
include a
B.S., J.D.,
MBA
(Finance) and LL.M. (Tax).
5
On March 14,
2023, Everest announced that
Sanjoy Mukherjee will
be leaving the
Company effective April 21,
2023, and that
Brent Hoffman,
currently
Head of
Claims
and Chief
Operations
Officer
for the
Company’s
Reinsurance
Division,
has been
appointed
interim
General
Counsel.
After
Mr.
Mukherjee’s
departure
on April
21,
he will
remain
available
as an
advisor
to Everest
to assist
in the
transition
into
July
2023.
Proposal No. 1—Election of Directors
30
2023 Proxy
Statement
JIM WILLIAMSON
Age: 49
Mr. Williamson
joined Everest
in 2020
as the
Group Executive
Vice President
and Chief
Operating
Officer.
In May
2021, Mr. Williamson also took
on additional responsibilities as Head of
Reinsurance for Everest. He is
also a Director
of
International Re, Bermuda Re and Everest Reinsurance Company and
also serves as
Executive Vice President,
COO and
Head of Reinsurance
Division
for Everest
Reinsurance
Company.
Prior to
Everest,
Mr. Williamson
spent
seven years
with Chubb
in various
positions,
including
as Division
President,
North
America
Small
Business
from
January
2016 until
September
2020.
Mr. Williamson
also spent
over eight
years at
The Hartford,
where he
began
his insurance
career as
a casualty
underwriter
and later
led the
underwriting
and service
operation
for the small
business
insurance
franchise.
Over
the years,
at The
Hartford,
Chubb
and
now Everest,
he has
worked
in all
aspects
of the
P&C commercial
and consumer
lines industry
both in
the U.S.
and internationally
running
large and
successful
businesses.
He has
also
had functional
responsibilities
for actuarial,
technology
and claims
organizations
during
his
career.
Mr.
Williamson
holds
an MBA
from
The
Wharton
School
at the
University
of Pennsylvania
and
a B.S.
from
Bryant College.
The Board Of Directors and its Committees
2023 Proxy
Statement
31
THE
BOARD
OF
DIRECTORS
AND
ITS
COMMITTEES
Board
of Directors
John J.
Amore
Juan C.
Andrade
William F.
Galtney,
Jr.
John A.
Graf
Meryl
Hartzband
Gerri
Losquadro
Hazel
McNeilage
Roger
M.
Singer
Joseph
V.
Taranto
Skills
&
Experience
Executive
Leadership
X
X
X
X
X
X
X
X
X
Insurance
Industry
Experience
X
X
X
X
X
X
X
X
X
Reinsurance
Industry
Experience
X
X
X
X
X
X
X
X
X
Claims
X
X
X
X
Risk
Management
X
X
X
X
X
X
X
X
Regulatory
X
X
X
X
Finance/Capital
Management
and
Accounting
X
X
X
X
X
X
X
X
X
Corporate
Governance
X
X
X
X
X
X
X
X
X
Business
Operations
X
X
X
X
X
X
X
X
X
International
X
X
X
X
X
X
X
X
Investments
X
X
X
X
X
Merger
& Acquisition
X
X
X
X
X
X
Information
Technology/
Cyber Security
X
X
X
Legal
X
Marketing
& Branding
X
X
X
* Further
specific
details
concerning
the Board’s
race,
ethnicity
and gender
make-up
can be
found
within
Everest’s
Corporate
Responsibility
Reports
available on Everest’s website.
The Board Of Directors and its Committees
32
2023 Proxy
Statement
The
Company’s
commitment
to strong
corporate
governance
helps
us compete
effectively,
sustain
our
success
over
dynamic economic
cycles and
build long-term
shareholder
value.
Role of the Board
Governance
is a
continuing
focus
at the
Company,
starting
with the
Board
and extending
to management
and all
employees. The Board reviews the
Company’s policies and business strategies and advises
and counsels the CEO and
the
other executive
officers who
manage the Company’s
businesses. In addition,
as noted above,
we solicit feedback
from
our
shareholders
and
engage
in
discussions
with
various
stakeholders
on
governance
issues
and
improvements.
Board Committees and Their
Roles
The
Board
conducts
its
business
through
its
meetings
and
meetings
of its
committees.
The
Board
currently
maintains
Audit,
Nominating
and Governance,
Compensation,
Executive,
Investment
Policy
and Risk
Committees.
NYSE
listing
standards
require that
the Audit,
Compensation
and Nominating
and Governance
Committees
are each
entirely
composed
of independent
directors
with
written
charters
addressing
such
committee’s
purpose
and
responsibilities
and
that
the
performance
of such
committees
be
evaluated
annually.
•
Audit
Committee
The Audit
Committee assists
the Board
in its oversight
of the integrity
of the Company’s
financial
statements,
the Company’s
compliance
with legal
and regulatory
requirements,
the independent
auditor’s
qualifications
and
independence
and the
performance
of the
Company’s
internal
audit
function.
•
Nominating
and Governance
The Nominating
and Governance
Committee
is charged
with annually
determining
the appropriate
size of the
Board,
identifying
individuals
qualified
to become
new Board
members
consistent
with
the criteria
adopted
by the
Board
in the
Corporate
Governance
Guidelines,
recommending
to the
Board the
director
nominees
for the
next
annual
meeting
of shareholders,
annually
evaluating
and
recommending
to the
Board
any appropriate
changes
to
the
Corporate
Governance
Guidelines
and overseeing
the Company’s
ESG initiatives
and status.
The Nominating
and Governance
Committee
also
reviews
the
Board’s
governance
standards
to ensure
that
they
continue
to reflect
the best
practices
insisted
upon by
our shareholders.
•
Compensation
Committee
The Compensation
Committee
is primarily
responsible
for discharging
the Board’s
responsibilities
relating
to the
compensation
of the
Company’s
officers
at the
level
of Senior
Vice
President
and
above,
as well
as the
Comptroller,
Treasurer,
Secretary
and the
Chief
Internal
Audit
Officer,
reviewing
the Compensation
Discussion
and Analysis
with
management
and
evaluating
whether
compensation
arrangements
create
risks
to the
Company.
•
Executive
Committee
The
Executive
Committee
was created
to engage
in special
projects
at the
behest
of the
full
Board
as well
as serve
as the
Board’s
representative
delegee
on emergent
matters
when
a full
convening
of the
Board
is impractical.
•
Investment
Policy
Committee
The
Investment
Policy
Committee
oversees
asset
allocation
and
manager
selection
as
well
as
the
overall
risk
profile
of
the Company’s portfolio.
• Risk
Committee
The Risk
Committee
was created
to oversee
the Company’s
ERM practices
and principles,
including
identifying,
monitoring
and overseeing
the overall
risk management
functions
of the Company
as well as
establishing
the
Company’s
risk appetite
and tolerance
levels. The
Risk
Committee fosters
robust
discussion
among
executives
and
directors
on complex
underwriting
opportunities,
strategy,
product
development,
loss mitigation
and hedging
strategies
as well
as emerging
risks
such
as climate
change.
The Board operates
its committees in a
collaborative fashion, with meetings
of each committee being
open to
informational
attendance
by
non-committee
Board
members
and
executives.
This
fosters
rigorous
discussion,
cross-
committee
information
sharing
and
risk
identification
and
allows
for
better
informed
oversight.
The Board Of Directors and its Committees
2023 Proxy
Statement
33
Membership
on Board
Committees
Name
Audit
Compensation
Executive
Investment
Policy
Nominating
and
Governance
Risk
Committee
Independent
John J. Amore
X
Chair
X
X
X
Juan C.
Andrade
X
X
X
William
F.
Galtney,
Jr.
X
X
X
Chair
X
X
John A.
Graf
X
X
Chair
X
X
Meryl
Hartzband
Chair
X
X
X
X
Gerri
Losquadro
X
X
X
Chair
X
Hazel
McNeilage
X
X
X
X
X
Roger
M.
Singer
X
X
X
X
Joseph
V.
Taranto
X
X
Meetings
4
4
4
4
4
4
Four
formal
meetings
of the
Board
were
held
in 2022.
Each applicable
director
attended
100%
of the
total
number
of meetings
of the
Board
and
meetings
of all
committees
of the
Board
on which
the director
served
either
in person
or through
an alternate
director
appointment
as permitted
by the
Bye-laws
and
the Bermuda
Companies
Act 1981.
The
directors
are
expected
to attend
the
Annual
General
Meeting
pursuant
to the
Company’s
Corporate
Governance
Guidelines.
All applicable
directors
attended
the 2022
Annual
General
Meeting
of Shareholders.
Director
Independence
Our
Board
of Directors
has
established
criteria
for
determining
director
“independence”
as set
forth
in our
Corporate
Governance
Guidelines.
These
criteria
incorporate
all
the requirements
for director
independence
contained
in the
NYSE listing
standards.
No director
shall
be deemed
to be “independent”
unless
the Board
shall
have affirmatively
determined
that no
material
relationship
exists
between
such director
and the
Company
other
than the
director’s
service as
a member
of our
Board or
any Board
committee. In
addition, the
following enhanced
criteria apply
to
determine independence:
•
no director
who is
an employee,
or whose
immediate
family member
is an
executive
officer
of the
Company,
is
deemed
independent
until three
years
after
the end
of such
employment
relationship;
•
no director
is independent
who:
(i)
is
a
current
partner
or
employee
of
a
firm
that
is
the
Company’s
internal
or
external
auditor;
(ii)
has
an
immediate
family
member
who
is
a
current
partner
of
such
firm;
(iii)
has an immediate
family member who
is a current
employee of such firm
and personally works on
the
Company’s audit; or
(iv)
was
or
had
an
immediate
family
member
who
was
within
the
last
three
years
a partner
or employee
of such
firm
and personally
worked
on the
Company’s
audit
within
that
time;
•
no director
who is
employed,
or whose
immediate
family
member
is employed,
as an
executive
officer
of another
company where any of
our present executives serve on
that company’s compensation committee
is deemed
independent
until
three
years
after
the end
of such
service
or the
employment
relationship;
• no director
who
is an
executive
officer
or an
employee,
or whose
immediate
family
member
is an
executive
officer,
of
a
company that makes payments
to, or receives
payments from, the Company for
property or services in
an amount
that,
in any
single
year,
exceeds
$10,000
is deemed
independent;
•
no director who
has a personal
services contract with
the Company,
or any member
of the Company’s
senior
management is independent;
•
no director
who is
affiliated
with
a not-for-profit
entity
that
receives
significant
contributions
from
the
Company
is
independent; and
• no
director
who
is
employed
by
a
public
company
at
which
an
executive
officer
of
the
Company
serves
as
a
director
is
independent.
The Board Of Directors and its Committees
34
2023 Proxy
Statement
Enhanced
Audit
Committee
Independence
Requirements
The
members
of our
Audit
Committee
must
meet
the
following
additional
independence
requirements:
•
no director
who
is a
member
of the
Audit
Committee
shall
be deemed
independent
if such
director
is affiliated
with
the Company or any of its subsidiaries in any
capacity, other than in such
director’s capacity as a member of our Board
of Directors,
the
Audit
Committee
or any
other
Board
committee
or as
an
independent
subsidiary
director;
and
• no director
who
is a member
of
the Audit Committee shall
be deemed independent if
such director receives, directly
or
indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other
than
fees
received
in such
director’s
capacity
as
a member
of
our
Board
of
Directors,
the
Audit
Committee
or
any
other
Board
committee, or
as
an
independent subsidiary director
and
fixed
amounts of
compensation under
a
retirement
plan, including
deferred
compensation, for
prior
service
with
the
Company
(provided
such
compensation
is
not contingent
in any
way on
continued
service).
Enhanced
Compensation
Committee
Independence
Requirements
The
members
of our
Compensation
Committee
must
meet
the
following
additional
independence
requirements:
•
no director
shall
be considered
independent
who:
(i)
is currently
an officer
(as
defined
in Rule
16a-1(f)
of the
Securities
Exchange
Act of
1934
(the
“Exchange
Act”))
of the
Company
or a
subsidiary
of the
Company,
or otherwise
employed
by the
Company
or subsidiary
of the
Company;
(ii)
receives
compensation,
either directly
or indirectly,
from the
Company
or a subsidiary
of the Company,
for
services rendered as
a consultant or
in any capacity
other than as
a director, except
for an amount
that does not
exceed
the
dollar
amount
for
which
disclosure
would
be
required
pursuant
to
Item
404(a)
of
Regulation
S-K;
or
(iii)
possesses
an interest
in any
other
transaction
for which
disclosure
would
be required
pursuant
to Item
404(a)
of Regulation S-K.
In assessing
the independence
of members
of the Compensation
Committee the
Board will
consider all
factors
specifically
relevant
to determining
whether
a director
has a
relationship
to the
Company
that is
material
to such
member’s
ability
to
be
independent
from
management
in
connection
with
his
or
her
duties, including
but
not
limited
to
(i) the
source
of his
or her
compensation,
including
any
consulting
advisory,
or
other
compensatory
fee
paid
by the
Company
to such
director
and
(ii)
whether
such
director
is affiliated
with
the
Company,
a subsidiary
of the
Company
or an
affiliate
of a
subsidiary
of the
Company.
Independence Determination
Our Board
has affirmatively
determined that
Mses. Hartzband,
Losquadro and
McNeilage and
Messrs. Amore,
Galtney,
Graf
and
Singer
each
meet
the
criteria
for
independence
for Board
members
set
forth
above.
Moreover,
all
members
of the
Audit Committee
and Compensation
Committee
meet
the further
requirements
for independence
set forth
above with
respect to
those committees.
The Board considered whether these directors had any material relationships with the Company, its affiliates
or the Company’s
external auditor
and concluded
that none
of them had
a relationship
that impaired
his or her
independence.
The
Board
based
its determination
on personal
discussions
with
the directors
and a
review
of each
director’s responses to an
annual questionnaire regarding employment, compensation history,
affiliations and family
and
other relationships.
The questionnaire
responses
form the basis for reviewing a director’s
financial
transactions
involving
the Company
that is
disclosed
by a director,
regardless
of the
amount
in question.
This annual
review
is
performed
in compliance
with the
Company’s
Bye-laws
and the
Bermuda
Companies
Act 1981
and the
results
are
approved by
resolution
of the Board
of Directors.
Directors
are also subject
to the Company’s
Ethics Guidelines
which
require
full
and
timely
disclosure
to
the
Company
of
any
situation
that
may
result
in
a
conflict
or
appearance
of
a
conflict.
Additionally,
in accordance
with our
Corporate
Governance
Guidelines
and the
disclosure
requirement
set forth
in
Bye-law 21(b)
of the
Company’s Bye-laws (which
in turn
requires compliance with
the Bermuda
Companies Act 1981),
each
director
must
disclose
to
the
other
directors
any
potential
conflicts
of interest
he may
have
with
respect
to
any
matter
under discussion.
If a
director is
disqualified by
the Chairman
because of
a conflict, he
must refrain
from voting
on a
matter
in which
he may
have a
material
interest
Board Structure and Risk Oversight
2023 Proxy
Statement
35
BOARD
STRUCTURE
AND
RISK
OVERSIGHT
Board Diversity
Our
Board
believes
that
it
is essential
that
directors
represent
diverse
perspectives,
skills
and
experience.
Diversity
is
important
because
having
various
perspectives
contributes
to more
effective
decision-making
and risk
management.
The objective
of the
Nominating
and Governance
Committee
is to
recommend
a slate
of candidates
that can
best
perpetuate
the success
of our
business
and
represent
shareholder
interests
through
the exercise
of sound
judgment
honed
by diverse
experiences
and perspectives.
When
evaluating
the qualifications,
experiences
and backgrounds
of
director candidates, the
Board reviews and discusses many aspects of
diversity such as gender, age,
ethnicity, education,
professional
experience,
personal
accomplishment
and differences
in viewpoints
and skills.
Director
recruitment
efforts include these factors, and the Board
strives to recruit candidates that enhance
the Board’s diversity. Our Board’s
Nominating & Governance Committee is especially committed to expanding its pool of director candidates to ensure the
inclusion
of
highly
qualified
women
and
persons
of color.
Leadership
Structure
The
Board
reviews
the Company’s
leadership
structure
from
time
to time
to ensure
that
it serves
the
best
interests
of the
shareholders and
positions the
Company for
future success.
We believe
that the
Company is
best served
with a separate
CEO, Chairman
of the Board
and Independent
Lead Director so
that three
separate and distinct
voices
provide
appropriate
guidance
and
diverse
points
of views
on governance
and strategy
while
preserving
and
aligning
shareholder
interests.
This
leadership
structure
emphasizes
a team
approach
to the
appropriate
balance
of
leadership,
independent
oversight
and strong
corporate
governance.
The
CEO
is responsible
for
setting
the
strategic
direction,
culture
and day-to-day
leadership
and
performance
of the
Company,
while
remaining
cognizant
and
fully
up-to-date
of the
current
dynamics
of the
market
such
as where
risk
factors
lie and
where
growth
opportunities
and potential
exist.
The
Chairman
of the
Board,
among
other
things,
provides
guidance
and
counsel
to the
CEO,
consults
with
the CEO
in setting
the agenda
for the
Board
meetings
and presides
over meetings
of the
full Board.
Our current
Chairman,
with decades
of leadership
experience,
industry
expertise
and gravitas
and institutional
knowledge
regarding
the
Company, has successfully
navigated multiple
(re)insurance market
cycles and remains
connected to both
the industry
and the
Company’s current
operations.
The Independent
Lead Director
provides a
forum for independent
director deliberation
and feedback
and helps
ensure that
all Board
members
have the
means
to and
do carry
out their
responsibilities
in accordance
with their
fiduciary duties.
The Independent
Lead Director
also coordinates
the annual
board performance
evaluation and
works
with
the Chairman
in coordinating
matters
of priority
among
the
independent
directors
and facilitating
dialogue
on
substantive
matters
of governance
involving
the Board.
The Independent
Lead Director
is selected
annually
by the
independent
directors
and serves
as an
independent
leadership
voice
to ensure
the Company’s
alignment
of interest
with
shareholders
to deliver
long-term
best-in-class
return
and total
value
creation.
The Chairman and
Independent Lead Director
work together to
ensure the Company
is proceeding in
the right
direction
while maintaining
best practices
in corporate
governance.
Further,
our CEO,
Chairman
and Independent
Lead
Director
work
closely
to discuss
strategic
initiatives
for the
Company.
This
tripartite
leadership
framework
was
put
in place
to make
sure
different
points
of view
are
given
appropriate
weight
at Board
meetings
and
that
no single
viewpoint is
given disproportionate
deference.
Given his
vast executive
leadership
and operational
experience
and knowledge
of the
(re)insurance
industry
and
market, as
well as
his value
to our
competitors, the
Board believes
it is
in the
best interests
of the Company
for
Mr. Taranto to
remain a non-executive part-time
employee of the Company
and continue to chair
the Board of
Directors. In
addition to
Mr. Taranto
and Mr.
Andrade, both
of whom
are non-independent,
the Board
is comprised
of
seven outside
directors, all
of whom are
independent. Mr.
Roger M. Singer
served as the
Independent Lead
Director in
2022 and,
in that
capacity, complements
the talents
and contributions
of Messrs.
Andrade and
Taranto and
promotes
confidence
in our
governance
structure
by providing
an independent
perspective
to that
of management.
Prior
to each
scheduled
meeting
of the
Board
of Directors,
the directors
who are
not
officers
of the
Company
meet
in executive
session
outside
the presence
of management
to determine
and discuss
any items
including
those
that
should be
brought
to the
attention
of management.
In December 2021, the Board announced the extension of President and CEO Juan C. Andrade’s employment
agreement
through
the
end
of 2023
with
automatic
annual
extensions
following
his
term.
Mr.
Andrade’s
leadership,
experience
and
dedication
to Everest,
particularly
in response
to the
COVID-19
Pandemic,
has
been
evident
since
he
Board Structure and Risk Oversight
36
2023 Proxy
Statement
became
CEO
on January
1, 2020,
and
the
Board
is extremely
confident
that
under
Mr.
Andrade’s
leadership,
Everest
is well-positioned
for continued
success.
The Independent Lead
Director: Role
and Responsibilities
While
Mr.
Taranto
serves
as
Chairman,
Board
leadership
also
comes
from
our
Independent
Lead
Director,
Mr.
Singer.
The responsibilities
of the
Independent
Lead Director
include:
•
Coordinating
executive
sessions
of the
independent
members
of the
Board
without
management
present;
• Authorization
to
call
meetings
of
the
independent
directors;
•
Serving
as a
liaison
between
the Chairman
and
the
independent
directors
and
providing
a forum
for
independent
director feedback
at executive
sessions;
•
Communicating
regularly
with
the
CEO
and
the
other
directors
on matters
of Board
governance;
• Assisting
in
Board
meeting
agenda
preparation
in
consultation
with
the
Chairman;
•
Overseeing
the
annual
Board
review
and
evaluation
process
including
individual
director
evaluations
and
facilitating
discussion of the
results;
•
Leading
board
discussions
on oversight
of Environmental,
Social
and Governance
reporting;
• Assuring
that
all
Board
members
carry
out
their
responsibilities
as
directors;
•
If requested
and,
when
appropriate,
consultation
and
direct
communication
with
shareholders
as the
independent
representative of the Board.
Board
Role
in
Risk
Oversight
Prudent risk management is embodied
throughout our Company as part
of our culture and is
a key point of
emphasis
by our
Board.
Given
the complex
risk-based
nature
of our
business,
the Board
divides
its
risk
management
responsibilities
among financial
and operational
risks. Financial
risk oversight
is within
the purview
of the
Audit
Committee.
In accordance
with
NYSE
requirements,
the
Company’s
Audit
Committee
Charter
provides
that
the
Audit
Committee has
the responsibility
to discuss
with management
the Company’s
major financial
risk exposures
and the
steps management has taken
to monitor and control
its risk profile, including the
Company’s financial risk assessment
and risk
management
guidelines.
Upon the
Audit Committee’s
recommendation,
the Board
has adopted
a formal
Risk
Appetite
Statement
that is
reviewed
annually
and
establishes
upper
boundaries
on risk
taking
in certain
areas
of the Company
including
assets,
investments
and property
and casualty
business,
including
natural
catastrophe
exposure
and potential
maximum
loss.
In order to
monitor the Company’s compliance with
the Board’s Risk Appetite
Statement with more granularity across
the
Company’s key operational
areas of underwriting,
exposure management,
emerging risks and technology,
the
Board
established
a separate
Risk
Committee.
In managing
and implementing
the Board’s
Risk
Appetite
Statement,
the Company
developed an
ERM process
for managing
the Company’s
risk tolerance
profile on
a holistic
basis.
The
objective
of ERM
is to
provide
an internal
framework
for assessing
risk
– both
to manage
downside
threats,
as
well as
identify
upside
opportunities
– with
the ultimate
goal of
enhancing
shareholder
value.
Company-wide
ERM
is coordinated
through
a centralized
ERM Unit
responsible
for implementing
the risk
management
framework
that
identifies,
assesses,
monitors,
controls
and
communicates
the Company’s
risk
exposures.
The
ERM
Unit
is overseen
by our Chief
Risk Officer and
is staffed and
supported with seasoned
and accredited actuarial,
accounting and
management staff.
The
Risk
Committee
reviews
ERM
status
with
the
Chief
Risk
Officer
each
quarter
to assess
not
only
operational
and
systemic
level
risks,
but also
the level
of resources
allocated
to the
ERM Unit.
The
Board
also
oversees
identification
and
management
of risk
at the
Board
committee
level.
While
each
Board
committee
is responsible
for
evaluating
the
Company’s operational
risks falling
within its
area, the Board
is kept
informed of
the respective
committee’s activities
and
actions
through
committee
reports.
Moreover,
the limited
size
of our
Board
allows
for each
committee
meeting
to be
attended
by all
Board
members
regardless
of their
respective
formal
committee
appointments.
In order
to monitor
compliance
and liaise
with the
Board
regarding
the Company’s
ERM activities,
we created
the
Enterprise
Risk
Committee
(ERC).
The
ERC oversees
additional
aspects
of risk
management,
including
establishing
our
risk
management
principles,
policies
and risk
appetite
levels
in collaboration
with
the Board.
The Underwriting
Risk Committee,
Financial
Risk Committee
and Operational
Risk Committee
report
to the ERC.
These
committees
meet
quarterly
to review
their
status
and
plans,
initiate
new efforts
and
produce
a quarterly
risk
management
report
disclosing
key risks. The Underwriting
Risk Committee monitors
underwriting
performance
and risk, including
Board Structure and Risk Oversight
2023 Proxy
Statement
37
underwriting controls, while the Financial
Risk Committee monitors
financial risk, including the
cost of capital, liquidity
and
investor
confidence.
The
Operational
Risk
Committee
monitors
operational
risk
and
functional
compliance
with
risk
management
policies.
The
ERC
reports
directly
to the
Board
of Directors.
Further,
our
Emerging
Risk
Committee
identifies,
analyzes,
evaluates
and monitors
emerging
risks
that could
generate
opportunities
or material
adverse
consequences
for
the
group
and
then
translates
those
insights
into
actionable
strategic
recommendations
to senior
management.
Cybersecurity
Our Board
views cybersecurity
risk as
an enterprise-wide
concern
that involves
people,
processes
and technology
and accordingly
treats
it as
a Board
level
matter.
Cybersecurity
threats
embody
a persistent
and dynamic
threat
to
our entire
industry
and are
not limited
to information
technology.
Our directors
endeavor
to educate
themselves
in this
area through
literature,
seminars
and other
industry
publications.
Further,
the Board
is considering
adding
this
specialized
skillset
when
considering
future
candidates
for
Board
membership.
In recognition
of the
specialized
nature
of this
risk,
the
Company
appointed
a Chief
Information
Security
Officer
(“CISO”)
dedicated
to assessing
the
Company’s
data security
risk, monitoring
cyber threat
intelligence
and taking
the steps
necessary
to implement
pertinent
safeguards
and
protocols
to manage
the risk.
In addition,
the ERC
annually
reviews
the Company’s
cyber
exposure
across
all
lines
of business
and
security
safeguards
for protected
privacy
data
held
by the
Company.
The
ERC works in
conjunction with the Company’s CISO
in assessing the Company’s
vulnerabilities to cyber threats. In
view of
the specialized nature of this risk, continuous dialogue throughout the year is essential in
assessing the operational
risk
to our
business
of third-party
hacking,
ransomware
exposure
and
other
security
threats.
Climate
Risk
Risk—identifying, modeling and
managing it—is at the core of the
insurance industry. Today, the science is
clear: there
is no
greater
long-term
risk
to our
planet
than
that
posed
by climate
change.
We recognize
that
climate
change
and
emerging
ESG issues,
among other
factors,
are only
becoming
increasingly
and more
urgently
important
for both
Everest
and the
(re)insurance
industry
at large.
Climate
change
contributes
to higher
sea surface
temperatures,
rising
sea levels
and
increasing
trends
in extreme
weather
events
including
floods,
droughts,
winter
storms,
wildfires
and hurricane
intensity.
The growing
expansion
and concentration
of humans
and rising
property
values
on coastlines
and other
ecologically
sensitive
areas
means
that extreme weather
conditions can quickly turn
into catastrophe events
in terms of losses
inflicted. As a risk transfer
mechanism for our clients,
we are committed to
providing insurance and reinsurance
protection that protects
communities
from climate
change impacts
and help
them rebuild,
developing
effective loss
mitigation
strategies and
supporting
our
communities
in collaboration
with
governments
to
limit
human
impact
on
the
global
environment.
We have
a responsibility
to manage
a risk
environment
made
volatile
by global
climate
change.
We are
exposed
to
climate-related
risks
on both
sides
of the
balance
sheet—as
risk
carriers,
as well
as institutional
investors.
Increased
frequency and
severity of
extreme weather-related
events directly
attributable to
climate change
impacts the
volatility
and magnitude
of losses
across geographies.
As an
insurer
and reinsurer
of property
and capital
that may
be impacted
by climate
and weather
conditions,
the
Company quantifies and manages
such risk by utilizing
the latest meteorological and
parametric risk models,
updated
to take
into account
the human
impact on
climate change,
to evaluate
and assess
deviations
in historic
climate patterns as a
predictive factor for catastrophe risk and
its related impact on
both pricing and accumulation as
an
aid to underwriting
and product development.
Such potential
maximum loss
and accumulation
exposure analyses
are
assessed
quarterly
by
the
ERC
and
then
presented
to
the
Board’s
Risk
Committee
as
part
of
its
oversight
of the
ERM
process.
Our risk
management
strategies
seek
to minimize
the impact
of severe
climate
and weather
events
on our
capital
by, among other things, maintaining
a diversified business portfolio – spread
by line and geography – and by
employing
a tactical
approach
to managing
risk, including,
but not
limited
to, utilization
of third-party
capital
to
leverage
opportunity
and
issuance
of catastrophe
bonds.
Furthermore,
we encourage
and
work
with
our
insureds
to
consider
the impact
of climate
risk
on their
operations
and property
in conjunction
with
underwriting,
engineering
and
loss
mitigation
services
we provide.
Policyholders
that
demonstrate
sound
environmental
practices
and adopt
loss mitigating
measures to
protect their
facilities
and operations
receive insurance
premium
credits as
an economic
incentive
to reduce
their
exposure
to risk
of loss
associated
with
climate
change.
Board Structure and Risk Oversight
38
2023 Proxy
Statement
As an
investor,
the Company
assesses
the impact
of climate
risks
on our
global
investment
portfolio
and
identifies
investment opportunities in the green sector in anticipation of
the shift to a low-carbon global economy. The Company’s
investment portfolio is also highly diversified by risk, industry, location,
type and duration of security to further mitigate
the
impact
of climate
change.
Moreover,
as a
signatory
to the
PRI,
we review
and
update
our
investment
guidelines
annually to
reflect these
principles.
We employ
a principles-based
investment
strategy designed
to diversify
our
global portfolio
by identifying
emerging opportunities
across various
sectors that
contribute
long-term
value to
society
and the
environment,
while
acting
in compliance
with
certain
regulatory
restrictions
on the
composition
of
our investment portfolio.
Such a strategy does
not eliminate or
seek to withdraw from
specific industries
at the outset.
Rather,
our investment
strategy
assumes a
proactive
and measured
approach
in transitioning
our portfolio
from
declining
heavy
carbon-emitting
industries
to eco-friendly
and
value
generating
opportunities
including
renewable
energy,
government
sponsored
green bonds
and public
works projects.
We also
endeavor
to invest
in companies
that
employ
a strategy
for expanding
the use
of renewable
and sustainable
materials
in their
production
processes
and
ensure
recognition
and support
of human
rights
in their
supply
chains.
Finally,
in addition
to seeking
ways to
further our
underwriting
support
of the zero-carbon
energy transition,
we
continue
to analyze
the Company’s
exposures
to fossil
fuels
within
our underwriting
portfolios.
In 2022,
insurance
premium
from
companies
that
generate
25%
or
more
of
their
revenue
from
coal
represented
less
than
approximately
.09% of
Everest’s overall 2022 gross
written premium. Further, insurance premium
from companies that generate 25%
or
more of
their revenue
from oil
or natural
gas represented
less than
approximately 0.75% of
our overall
2022 gross
written
premium.
Board Committees
2023 Proxy
Statement
39
BOARD COMMITTEES
Audit
Committee
The principal
purposes
of the
Company’s
Audit
Committee,
as set
forth
in its
Charter,
are to
oversee
the integrity
of the
Company’s financial
statements and
the Company’s
compliance with
legal and
regulatory requirements,
oversee
the independent
registered
public
accounting
firm,
evaluate
the independent
registered
public
accounting
firm’s
qualifications
and independence
and oversee
the performance
of the Company’s
internal
audit
function.
The
Company’s Chief
Internal Audit
Officer reports
directly to
the Chairman
of the Audit
Committee. The Audit
Committee
meets with the
Company’s management, Chief
Internal Audit Officer
and the independent
registered public
accounting
firm,
both
separately
and
together,
to review
the
Company’s
internal
control
over
financial
reporting
and
financial
statements,
audit
findings
and significant
accounting
and reporting
issues.
The
Audit Committee
Charter
is
reviewed
annually
and revised
as necessary
to comply
with
all applicable
laws,
rules
and regulations.
The
Charter
is
available
on the
Company’s
website
at http://www.everestre.com.
No member
of the
Audit
Committee
may serve
on the
Audit
Committee
of more
than two
other
public
companies
unless
the Board
has
determined
that
such
service
will
not
affect
such
member’s
ability
to serve
on the
Company’s
Audit Committee.
Based upon their
significant financial
experience gained in
various leadership and
operational roles
regarding financial
assessment and reporting, the
Board has determined that
all members of
the Audit Committee are
financially literate
and
qualify as “audit committee
financial
experts” as defined by SEC rules and have accounting
or related financial
management
expertise
as required
by NYSE
listing
standards.
Audit
Committee
Report
The Audit Committee has reviewed
and discussed with management,
which has primary responsibility for
the
financial statements and
with PricewaterhouseCoopers LLP,
the Company’s independent
auditors, the audited
financial
statements
for the
year ended
December
31, 2022
(the “Audited
Financial
Statements”).
In addition,
the
Audit
Committee
has discussed
with PricewaterhouseCoopers
LLP the matters
required
to be discussed
by Public
Company Accounting
Oversight Board
Auditing Standard
No. 1301
“Communications with Audit
Committees.”
The Audit Committee
has received the
written disclosures from
PricewaterhouseCoopers LLP as
required by
applicable
requirements
of the Public
Company
Accounting
Oversight
Board regarding
PricewaterhouseCoopers
LLP’s communications
with the Audit
Committee
concerning independence
and has discussed
with that
firm its
independence.
The Audit
Committee
also has
discussed
with Company
management
and PricewaterhouseCoopers
LLP
such
other
matters
and
received
such
assurances
from
them
as the
Committee
deemed
appropriate.
Based
on
the foregoing
review and
discussions
and relying
thereon, the
Audit Committee
recommended
to the Board
the
inclusion
of the Audited
Financial
Statements
in the Company’s
Annual Report
on Form 10-K
for the year
ended
December 31, 2022.
The
Audit
Committee
devoted
substantial
time
in 2022
to discussing
with
the
Company’s
independent
auditors
and
internal auditors
the status and
operating effectiveness
of the Company’s
internal control
over financial
reporting. The
Audit
Committee’s
oversight
involved
several
meetings,
both
with
management
and with
the independent
auditors
outside
the presence
of management,
to monitor
the preparation
of management’s
report
on the
effectiveness
of
the Company’s
internal controls.
The meetings
reviewed in
detail the
standards that
were established,
the content
of
management’s assessment
and the
auditors’ testing
and evaluation
of the design
and operational
effectiveness of
the
internal controls. As reported
in the Company’s
Annual Report on Form
10-K filed February
24, 2023, the independent
auditors concluded that,
as of December
31, 2022, the Company
maintained, in all
material respects, effective
internal
control
over financial
reporting
based
upon the
criteria
established
in the
Internal
Control-Integrated
Framework
issued
by the
Committee
of Sponsoring
Organizations
of the
Treadway
Commission
(“COSO”).
Under
its Charter
and the
“Audit
and Non-Audit
Services
Pre-Approval
Policy”
(the
“Policy”),
the Audit
Committee
is
required
to pre-approve
the audit
and non-audit
services
to be
performed
by the
independent
auditors.
The Policy
mandates
specific
approval
by the
Audit
Committee
for any
service
that
has not
received
a general
pre-approval
or
that
exceeds
pre-approved
cost
levels
or budgeted
amounts.
For both
specific
and general
pre-approval,
the Audit
Committee
considers
whether
such
services
are consistent
with
the
SEC’s
rules
on auditor
independence.
The
Audit
Committee
also
considers
whether
the
independent
auditors
are
best
positioned
to provide
the most
effective
and
efficient
service
and
whether
the
service
might
enhance
the Company’s
ability
to manage
or control
risk
or improve
audit
quality.
The
Audit
Committee
is also
mindful
of the
relationship
between
fees
for audit
and
non-audit
services
in deciding
whether
to pre-approve
any such
services.
It may
determine,
for each
fiscal
year,
the appropriate
ratio
between the
total amount
of audit,
audit-related and
tax fees
and a
total amount
of fees
for certain
permissible
non-audit
services
classified
below
as “All
Other
Fees”.
All
such
factors
are
considered
as a
whole
and
no one
factor
Board Committees
40
2023 Proxy
Statement
is determinative.
The Audit
Committee
further
considered
whether
the performance
by PricewaterhouseCoopers
LLP
of the
non-audit
related
services
disclosed
below
is compatible
with
maintaining
their
independence.
The
Audit
Committee
approved
all
the
audit-related
fees,
tax
fees
and
all
other
fees
for
2022
and
2021.
The fees billed to
the Company by PricewaterhouseCoopers LLP and
its worldwide affiliates related to
2022 and 2021
are
as follows:
2022
2021
Audit
Fees
(1)
$6,719,687
$6,439,802
Audit-Related
Fees
(2)
587,563
610,138
Tax
Fees
(3)
712,558
614,200
All
Other
Fees
(4)
38,550
37,200
(1) Audit fees include the annual audit and quarterly
financial statement reviews, internal control audit (as required by the Sarbanes
Oxley
Act
of 2002),
subsidiary
audits
and
procedures
required
to be
performed
by the
independent
auditors
to be
able
to form
an opinion
on the
Company’s
consolidated
financial
statements.
Audit
fees also
include
statutory
audits
or financial
audits
of
subsidiaries
or affiliates
of the
Company
and services
associated
with
SEC registration
statements,
periodic
reports
and other
documents
filed
with the
SEC or
other
documents
issued
in connection
with securities
offerings.
(2) Audit-related
fees include
assurance
and related
services that
are reasonably
related to
the performance
of the
audit or
review of
the
Company’s
financial
statements;
accounting
consultations
related
to
accounting,
financial
reporting
or
disclosure
matters
not
classified as “audit services”; assistance
with understanding and implementing new accounting and financial reporting
guidance
from
rulemaking
authorities;
financial
audits of employee benefit plans; agreed-upon
or expanded audit procedures
related to
accounting
and/or
billing
records
required
to respond
to or
comply
with
financial,
accounting
or regulatory
reporting
matters
and assistance
with
internal
control
reporting
requirements.
(3) Tax
fees
include
tax
compliance,
tax
planning
and
tax
advice
and
may
be
granted
general
pre-approval
by
the
Audit
Committee.
(4) All
other
fees
are
for
accounting
and
research
subscriptions.
Compensation
Committee
Meryl
Hartzband,
Chairwoman
John J. Amore
William
F.
Galtney,
Jr.
John A. Graf
Gerri Losquadro
Hazel McNeilage
Roger M.
Singer
The
Compensation
Committee
exercises
authority
with
respect
to all
compensation
and
benefits
afforded
all
officers
at the
Senior Vice
President level
and above,
the Named
Executive Officers
and the
Company’s Chief
Financial Officer,
Comptroller, Treasurer, Chief Internal Audit Officer, Chief
Risk Officer and Secretary. The Compensation Committee
also
has
oversight
responsibilities
for
all
of
the
Company’s
compensation
and
benefit
programs, including
administration
of
the Company’s 2020 Stock
Incentive Plan, which was
approved by shareholders at
the 2020 Annual General
Meeting
(the
“2020
Stock
Incentive
Plan”)
and the
Executive
Performance Annual
Incentive
Plan.
The Compensation
Committee adopted a Charter which
is available on the
Company’s website at http://www.everestre.com.
The
Compensation Committee
Charter, which
is reviewed
annually and
revised as
necessary to
comply with
all
applicable
laws,
rules
and
regulations,
provides
that
the
Compensation
Committee
may
form
and
delegate
authority
to subcommittees or to committees
of the Company’s subsidiaries
when appropriate. This delegation authority was
not
exercised
by the
Compensation
Committee
during
2022.
Additional
information
on the
Compensation
Committee’s
processes
and
procedures
for
consideration
of executive
compensation
are
addressed
in this
Proxy
Statement
under
the heading
“Compensation
Discussion
and
Analysis”.
Board Committees
2023 Proxy
Statement
41
Compensation
Committee
Report
Management has the primary responsibility for
the Company’s financial statements and
reporting process, including
the
disclosure
of
executive
compensation.
The
Compensation
Committee
has
reviewed
and
discussed
with
management
the Compensation
Discussion
and
Analysis
contained
in this
Proxy
Statement
and based
on this
review
and
discussion,
recommended
to the
Board
of Directors
that
the
Compensation
Discussion
and
Analysis
be included
in this Proxy
Statement.
Nominating
and
Governance
Committee
John
J.
Amore
(Chairman)
William F. Galtney, Jr.
John A. Graf
Meryl
Hartzband
Gerri
Losquadro
Hazel
McNeilage
Roger M.
Singer
The Nominating
and Governance
Committee is vested
with the authority
and responsibility
to identify and
recommend
qualified
individuals
to be nominated
as directors
of the Company
and to develop
and recommend
to the Board
the Corporate
Governance Guidelines
applicable to the
Company. Further,
the Committee
Chairman facilitates
discussion
of Board
governance
best practices
in conjunction
with management.
The Charter
is available
on the
Company’s
website
at http://www.everestre.com.
Shareholder
Nominations
for Director
The Nominating
and Governance
Committee
will consider
a shareholder’s
nominee
for director
who is
proposed
in accordance
with the procedures
set forth
in Bye-law 12
of the Company’s
Bye-laws, which is
available on the
Company’s
website
or by
mail
from
the Corporate
Secretary’s
office.
In accordance
with
this
Bye-law,
written
notice
of a shareholder’s
intent to make
such a nomination
at the 2024
Annual General
Meeting of
Shareholders
must
be received
by the
Secretary
of the
Company at
the address
listed below
under Shareholder
and Interested
Party
Communications
with
Directors,
between
November
16, 2023
and
December
16, 2023.
Such
notice
shall
set
forth
the name and address,
as it appears on
the Register of Members,
of the shareholder who intends
to make the
nomination;
a representation
that
the
shareholder
is a
holder
of record
of shares
of the
Company
entitled
to vote
at
such
meeting
and intends
to appear
in person
or by
proxy
at the
meeting
to make
such
nomination;
the class
and
number
of shares
of the
Company
which
are held
by the
shareholder;
the name
and address
of each
individual
to
be nominated;
a description
of all
arrangements
or understandings
between
the
shareholder
and
any
such
nominee
and
any
other
person
or persons
(naming
such
person
or persons)
pursuant
to which
such
nomination
is to
be made
by the shareholder;
such other
information regarding
any such
nominee required
to be
included in
a proxy
statement
filed pursuant
to Regulation
14A under
the Securities
Exchange Act
of 1934;
and the consent
of any such
nominee to
serve as
a director,
if so elected.
As with
any candidate
for director,
the Nominating
and Governance
Committee will
consider a
shareholder
candidate
nominated
in accordance
with
the
procedures
of Bye-law
12 based
solely
on his/her
character,
judgment,
education,
training,
business
experience
and expertise.
In addition
to complying
with independence
standards
of the
NYSE,
the SEC
and the
Company,
candidates
for director
must possess
the highest
levels of personal
and professional
ethics,
integrity
and
values
and
be willing
to devote
sufficient
time
to perform
their
Board
and
Committee
duties.
It
is
in the
Company’s
best
interests
that
the Board
be comprised
of individuals
whose
skills,
experience,
diversity
and
expertise complement
those of the
other Board members.
The objective is
to have a
Board which, taken
as a whole,
is
knowledgeable
in the
areas
of insurance/reinsurance
markets
and
operations,
accounting
(using
generally
accepted
accounting
practices
and/or
statutory
accounting
practices
for insurance
companies),
financial
management
and
investment,
legal/regulatory
and any
other
areas
which
the Board
and Committee
deem
appropriate
in light
of the
continuing
operations
of the Company
and its
subsidiaries.
Financial
services-related
experience,
other relevant
prior service,
a familiarity
with national
and international
issues affecting
the Company’s
operations and
a diversity
of
background
and experience
are also
among
the relevant
criteria
to be
considered.
Following
interviews,
meetings
and
such
inquiries
and
investigations
determined
to be
appropriate
under
the
circumstances,
the
Committee
makes
its director
recommendations to
the Board.
The foregoing criteria
are as
specified in the
Company’s Corporate
Governance
Guidelines.
As a
part
of the
annual
self-evaluation
process,
the
Nominating
and
Governance
Committee
assesses
its adherence
to the
Corporate
Governance
Guidelines.
Board Committees
42
2023 Proxy
Statement
Board Evaluation
The Board
conducts an
annual performance
evaluation under the
oversight of
the Nominating
and Governance
Committee Chair. The evaluation process entails the use of an outside law firm to conduct individual
director interviews
covering a wide
array of topics that
include, among other things, leadership,
individual director assessment, training
and
Board effectiveness
to assist in candid
discussions
that identify
and promote areas
for improvement
as well as
successes.
Upon completion
of the individual
director
interviews,
the third-party
firm summarizes
the directors’
assessments and
individual reviews into
a report that
is provided to
the chair of
the Nominating &
Governance
Committee
for discussion
with the Board
at the February
meeting.
The Board
identifies
successes and
areas for
improvement
and establishes
goals
for the
upcoming
fiscal
year.
Commitment to
Environment, Social
and Governance
(“ESG”)
Our Company and Board believe that creation
of long-term value for our shareholders implicitly requires
the
enactment
and execution
of business
practices
and strategies
that,
while
delivering
competitive
returns,
also
help
to advance
environmental
and societal
issues.
The Company
understands
it has
a responsibility
not only
to provide
solutions that help our clients manage
their environmental and climate change risks, but
also to monitor and control
our
own
ecological
impact.
Additionally,
the
Board
is considering
adding
expertise
in the
environmental
and
climate
risk
space when considering future candidates
for Board
membership.
As a
demonstration
of our
commitment to
responsible
investment
practices,
the Company
is a signatory
to the
PRI and
the PSI.
Independent
of the
nature
of
our business,
the Company
prides
itself
on having
an environmental
and social
conscience
and encourages
all of
our executives
and employees
to take
an active
role in
this mission.
The Board
previously
formally
memorialized
the oversight
of the
Company’s
ESG practices
within
the Nominating
and Governance
Committee
charter,
and the
Company
published
its second
Corporate
Responsibility
Report
in 2022
in accordance
with the
Global
Reporting
Initiative
standards
as well
as a
supplemental
report
under
Sustainability
Account
Standards
Board
guidelines
which
are both
available
on the
Company’s
corporate
website.
In addition
to these
frameworks,
our report
published
in
2022 aligned
with the
recommendations
of the
TCFD.
Risk Committee
Everest’s
Risk
Committee
is the
heart
of the
Board’s
risk management
function.
Given
the nature
of insurance
as a
risk-bearing
endeavor,
the Risk
Committee
serves
a critical
role in
protecting
the Company’s
capital
and ensuring
management
alignment
with
our
shareholders.
The
Risk
Committee
focuses
the
Board’s
attention
on
the
Company’s
most critical
operational
and systemic
risk management
capabilities.
It is responsible
for the
general
oversight
of
Everest’s
ERM practices,
including
identifying,
monitoring
and overseeing
the overall
risk management
functions
of
the Company as well as establishing
the Company’s risk appetite and tolerance
levels. Specific areas that fall within
the
purview of
this Committee’s
risk review
include but
are not
limited to:
complex underwriting
opportunities, reserving,
capital allocation,
expansion opportunities,
product development,
actuarial pricing
and analytics,
underwriting
margin
improvement
opportunities,
de-risking,
loss mitigation
and hedging
strategies
involving
third-party
capital
and the
Company’s
subsidiary
Mt. Logan
Re, deep
dives
into various
product
lines and
whether
to expand
or discontinue
such
lines,
as
well
as
timely
areas
of concern
that
may
arise
from
time
to time
during
any
given
quarter
or year,
such
as the impacts
of COVID-19
or the impacts
of inflation
on claims or
invested assets
and appropriate
risk-management
actions to take
in response.
Ultimately, the Risk
Committee serves as
an invaluable resource
for timely input and
robust dialogue between
independent
directors
of the Company,
with extensive
risk management
expertise
and experience
and Company
executives.
It also
provides
yet
another
lens
of protection
against
undue
or
inappropriate
risk
taking
that
may
not
be
aligned
with
the long-term
interests
of the
Company.
Further,
it fosters
an integrated,
enterprise-wide
approach
to
identifying and managing
risk and provides
an impetus toward
improving the quality
of risk reporting
and monitoring,
both
for
management
and
the
Board.
On no
less
than
a quarterly
basis,
this
Committee
regularly
meets
and
receives
extensive
updates
and
detailed
reports
from
such
officers
of the
Company
as the
Group
Chief
Operating
Officer
and
Head
of Reinsurance,
the President
and CEO
of the
Insurance
Division,
the Chief
Underwriting
Officers
of both
the
Insurance
and
Reinsurance
Divisions
and
the
Company’s
Group
Chief
Risk
Officer
and
Chief
Actuary.
Code
of Ethics
for CEO
and Senior
Financial
Officers
The Company’s
Code of
Conduct
includes
its “Ethics
Guidelines”
that are
intended
to guide
all of
the Company’s
decisions
and behavior
by holding
all directors,
officers and
employees
to the highest
standards
of integrity.
In
addition to
being bound
by the
Ethics Guidelines
provisions relating to
ethical conduct,
conflict of interest
and
compliance
with
the
law,
the
Company
has
adopted
a code
of
ethics
that
applies
to the
Chief
Executive
Officer,
Chief
Financial
Officer
and
Senior
Financial
Officers
in compliance
with
specific
regulations
promulgated
by the
SEC.
The
text of
the Code
of Ethics
for the
Chief Executive
Officer
and Senior
Financial
Officers
is posted
on the
Corporate
Governance
page
on
the
Company’s
website
at
http://www.everestre.com.
This
document
is
also
available
in
print
to
Board Committees
2023 Proxy
Statement
43
any
shareholder
who
requests
a copy
from
the
Corporate
Secretary
at the
address
below.
In the
event
the Company
makes
any amendment
to or
grants
any waiver
from
the provisions
of its
Code of
Ethics,
the Company
intends
to
disclose
such
amendment
or waiver
on its
website
within
five
business
days.
Shareholder
and
Interested
Party
Communications
with
Directors
We reach
out annually
for feedback
from our
shareholders
on concerns,
suggestions for
improvement and
to identify
emerging
best practices
in governance
and shareholder
values.
However,
shareholders
and interested
parties
are
encouraged
to communicate
directly
with the
Board of
Directors
or with individual
directors.
All communications
should
be directed
to the
Company’s
Secretary
at the
following
address
and
in the
following
manner.
Everest
Re Group,
Ltd.
Corporate
Secretary
c/o Everest Global Services, Inc.
Warren
Corporate
Center
100 Everest Way
Warren, NJ
07059
Any
such
communication
should
prominently
indicate
on
the
outside
of
the
envelope
that
it
is
intended
for
the
Board
of
Directors,
for the
Non-Management
Directors
or for
any individual
director.
Each communication
addressed
to an
individual director and received
by the Company’s Secretary from shareholders
or interested parties, which is
related
to the
operation
of the
Company
and is
not solely
commercial
in nature,
will
promptly
be forwarded
to the
specified
party.
Communications
addressed
to the
“Board
of Directors”
or to
the “Non-Management
Directors”
will
be forwarded
to the
Chairman
of the
Nominating
and Governance
Committee.
Common Share Ownership by Directors and Executive
Officers
44
2023 Proxy
Statement
COMMON SHARE OWNERSHIP BY DIRECTORS AND
EXECUTIVE OFFICERS
The
following
table
sets
forth
the
beneficial
ownership
of Common
Shares
as of
March
20,
2023
by the
directors
of
the Company,
the executive
officers
listed
in the
Summary
Compensation
Table
currently
employed
by the
Company
and
by all
directors
and
executive
officers
of the
Company
as a
group.
Information
in this
table
was
furnished
to the
Company
by the
respective
directors
and
Named
Executive
Officers.
Unless
otherwise
indicated
in a
footnote,
each
person
listed
in the
table
possesses
sole
voting
power
and sole
dispositive
power
with
respect
to the
shares
shown
in the table
as owned by
that person.
Name
of
Beneficial
Owner
Amount
and
Nature
of
Beneficial
Ownership
Percent
of
Class
(14)
John J. Amore
22,298
(1)
*
William
F.
Galtney,
Jr.
63,170
(2)
*
John A.
Graf
14,059
(3)
*
Meryl
Hartzband
8,595
(4)
*
Gerri
Losquadro
12,955
(5)
*
Hazel
McNeilage
1,377
(6)
*
Roger
M.
Singer
16,420
(7)
*
Joseph
V.
Taranto
311,731
(8)
*
Juan C.
Andrade
54,427
(9)
*
Mike
Karmilowicz
10,551
(10)
*
Mark
Kociancic
26,882
(11)
*
Sanjoy
Mukherjee
43,871
(12)
*
Jim Williamson
11,695
(13)
*
All
directors,
nominees
and
executive
officers
as
a
group
(13
persons)
598,031
1.4
* Less
than
1%
(1)
Includes 2,050 restricted
shares issued to Mr.
Amore under the Company’s
2003 Non-Employee Director
Equity Compensation
Plan (“2003
Directors
Plan”)
which
may not
be sold
or transferred
until
the vesting
requirements
are satisfied.
(2)
Includes
34,106 shares
owned by
various family
related investments
in which
Mr. Galtney
maintains
a beneficial
ownership and
for which
he
serves as the
General Partner.
Also includes
2,050 restricted
shares issued
to Mr. Galtney
under the 2003
Directors Plan
which may
not be sold
or
transferred
until
the vesting
requirements
are satisfied.
(3) Includes 2,050 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements
are satisfied.
(4)
Includes
2,050 restricted
shares
issued to
Ms. Hartzband
under the
2003 Directors
Plan which
may not
be sold
or transferred
until
the vesting
requirements have been satisfied.
(5)
Includes
2,050 restricted
shares
issued to
Ms. Losquadro
under the
2003 Directors
Plan which
may not be
sold or
transferred
until
the vesting
requirements have been satisfied.
(6)
Includes
1,377 restricted
shares
issued to
Ms. McNeilage
under the
2003 Directors
Plan which
may not be
sold or transferred
until the
vesting
requirements have been satisfied
(7)
Includes 2,050 restricted shares
issued to Mr.
Singer under the
2003 Directors Plan which
may not be
sold or transferred until
the vesting
requirements are satisfied.
(8) Includes 19,330 shares owned by various family
related trusts and investments
in which Mr. Taranto maintains a beneficial
ownership. Also, includes
2,050 restricted shares
issued to Mr. Taranto under
the Company’s 2020 Stock
Incentive Plan which
may not be sold or transferred
until the vesting
requirements are satisfied.
(9) Includes 18,060
restricted shares
issued to
Mr. Andrade
under the Company’s
2010 Stock
Incentive Plan
and 16,811
shares issued
to Mr.
Andrade
under
the Company’s
2020 Stock
Incentive
Plan
which
may not
be sold
or transferred
until
the vesting
requirements
have been
satisfied.
(10) Includes 983 restricted shares issued to Mr.
Karmilowicz under the company’s 2010 stock incentive plan and 6,091
restricted shares issued under
the
Company’s
2020 Stock
Incentive
Plan which
may not
be sold
or transferred
until
the vesting
requirements
have been
satisfied.
(11) Includes 20,962 restricted
shares issued to Mr. Kociancic
under the Company’s 2020
Stock Incentive Plan which
may not be sold or
transferred until
the vesting
requirements have been
satisfied.
(12) Includes 2,279 restricted
shares issued to
Mr. Mukherjee
under the Company’s
2010 Stock Incentive
Plan and 4,611
shares issued to
Mr. Mukherjee
under
the Company’s
2020 Stock
Incentive
Plan
which
may not
be sold
or transferred
until
the vesting
requirements
have been
satisfied.
(13) Includes 9,739 restricted
shares issued to Mr. Williamson
under the Company’s 2020
Stock Incentive Plan which
may not be sold or transferred
until
the vesting
requirements have been
satisfied.
(14) Based
on
44,098,856
total
Common
Shares
outstanding
and
entitled
to
vote
as
of
March
20,
2023.
Principal Beneficial Owners of Common Shares
2023 Proxy
Statement
45
PRINCIPAL BENEFICIAL OWNERS
OF
COMMON
SHARES
To the
best of
the Company’s
knowledge,
the only
beneficial
owners of
5% or
more of
the outstanding
Common
Shares
as of
December
31, 2022
are set
forth
below.
This
table
is based
on information
provided
in Schedule
13G
Information
Statements
filed
with
the SEC
by the
parties
listed
in the
table.
Name
and
Address
of
Beneficial
Owner
Number
of
Shares
Beneficially
Owned
Percent
of
Class
Everest
Re
Advisors,
Ltd.
Seon
Place,
141
Front
Street,
4th
Floor
Hamilton HM 19, Bermuda
9,719,971
(1)
19.9%
The Vanguard Group
100
Vanguard
Boulevard
Malvern,
Pennsylvania
19355
4,857,673
(2)
9.9%
BlackRock,
Inc.
55
East
52
nd
Street
New
York,
New
York
10022
2,899,304
(3)
5.9%
(1)
Everest
Re Advisors,
ltd., a
direct wholly-owned
subsidiary
of the company
had sole
power to
vote and
direct
the disposition
of 9,719,971
Common
Shares
as of
December
31,
2022.
According
to the
Company’s
Bye-laws,
the total
voting
power
of any
Shareholder
owning
more than
9.9%
of the
Common
Shares
will
be reduced
to 9.9%
of the
total
voting
power
of the
Common
Shares.
(2)
The Vanguard
Group
reports
in its
Schedule
13G that
it has
no sole
power
to vote
or direct
the vote,
shared
voting
power
for
59,127
Common
Shares,
sole
dispositive
power
with
respect
to 4,684,876
Common
Shares
and shared
dispositive
power
with
respect to 172,797
Common Shares.
(3) BlackRock, Inc.
reports in its Schedule 13G that it has sole power to vote or direct the vote of 2,617,745 Common
Shares and sole
dispositive
power with
respect
to 2,899,304
Common Shares.
Directors’ Compensation
46
2023 Proxy
Statement
DIRECTORS’
COMPENSATION
Each
member
of the
Board
who is
not otherwise
affiliated
with
the Company
as an
employee
and/or
officer
(“Non-
Employee
Director”
or “Non-Management
Director”)
was compensated
in 2022
for services
as a
director
and was
also
reimbursed
for out-of-pocket
expenses
associated
with
each
meeting
attended.
Each
Non-Employee
Director
is
compensated
in the
form of
an annual
retainer
and a
discretionary
equity
grant.
The Board reviews director compensation annually. In reviewing compensation, the Board considered several
factors,
including
the
need
to recruit
and
retain
quality
director
candidates
with
expertise
relevant
to the
Company’s
objectives and attuned
to the increased
regulatory and shareholder
focus on Board
governance and oversight.
The Board
also considered
the amount
of time
spent
by directors
in attending
all scheduled
Board
and committee
meetings,
preparing
for meetings,
communicating
with management
throughout
the year
and attending
various
educational
seminars.
Our directors
do not
receive
any additional
compensation
for service
as a committee
chair,
attending
regular
Board
and committee
meetings
or special
meetings
of individual
committees
or the
Board.
Each Non-Employee
Director or
Alternate
attended
the four
scheduled
meetings
of the Board
in 2022,
as well
as
an annual
informational
meeting
in February
to review
and discuss
corporate
governance
matters
and long-term
strategic
plans
for the
Company.
Moreover,
because
we believe
that a
smaller
board allows
for greater
exchange
of ideas
and more
focused and efficient
interaction with
management, each
Non-Employee Director
frequently
participates in every meeting of the Audit, Nominating and Governance, Compensation, Risk and Investment
Policy Committees,
irrespective
of whether
the director
is a formal
appointee
to such
committee
or an invitee
of
the committee.
Our directors
believe
they are
at their
most effective
when working
as a
collective
unit in
sharing
ideas,
offering
opinions
and engaging
in spirited
debate
at all
committee
and Board
meetings.
Finally,
various
Non-
Employee
Directors
attend
and report
back
to the
Board
on educational
seminars
relating
to changes
in accounting
rules and FASB pronouncements,
tax regulations,
ERM, governance
best practices,
information technology
and
cyber security.
During our annual
outreach in
past years,
several shareholders
indicated that
our director
compensation program
was
not
in line
with
that
of our
peer
group,
primarily
as a
consequence
of the
heightened
performance
of the
Company’s
share
price
as a result
of our
exceptional
long-term
performance.
While
the Board’s
oversight
directly
contributed
to achieving
the
long-term
value
creation
for shareholders,
the
Board
took
notice
of our shareholders’
observations
and took action
to bring its
director compensation
in line with
our peers. The
Board refined its
director compensation
structure
and
implemented
a limit
on Non-Employee
Director
compensation
to $450,000,
comprised
of a
fixed
cash
retainer and
restricted share
awards.
Each Non-Employee Director received a standard retainer of
$125,000 in 2022 payable in the form
of cash or
Common Shares at his or
her election and an equity
award equal in value to
$325,000, for a total compensation value
of
$450,000. Giving
Non-Employee Directors an
opportunity to
receive their
standard retainer
in the
form of
Common
Shares
is intended
to further
align
their
interests
with
those
of the
Company’s
shareholders.
The value
of Common
Shares
issued is calculated
based on
the average of
the highest and
lowest sale prices
of the
Common Shares on
each installment
date or, if
no sale is reported
for that day,
the preceding
day for which
there is a
reported sale. We
believe
that these
revisions
to the director
compensation
structure
will bring
total compensation
per independent
director more
in
line with
our peers
while recognizing
the contribution
of our Board in building
long-term
shareholder
value while
preserving
the Board’s
alignment
of interest
with
our shareholders.
As a
non-independent
Chairman of
the Board,
Mr. Taranto
provides enhanced
duties more
akin to
an employee.
Such
duties include consulting with the
CEO to approve share
buybacks; working with the CEO
and the Corporate Secretary
in
scheduling,
preparing
agendas
and
ensuring
information
flow
for
Board
meetings;
recruitment
and
orientation
of
new
directors;
developing
and
maintaining
business
relationships
beneficial
to the
Company
at industry
conferences
and
events;
and
providing
support,
advice
and
counsel
on
any
special
or
extraordinary
projects
at
the
request
of
the
Board.
Given
Mr.
Taranto’s
enhanced
duties
including
his availability
to collaborate
and
work
with
the
Company’s
CEO
that
go beyond
his role
as Chairman
of the
Board,
effective
January
1, 2021,
Mr. Taranto
entered
into a
non-executive,
part-time
employment
relationship
with
the Company’s
affiliate,
Everest
Global,
for a
term
of two
years
pursuant
to
which
he received
an annual
base
salary
of $425,000.
Mr. Taranto’s
employment
with
Everest
Global
was renewed
on January 1, 2023
for a two-year term,
pursuant to which Mr.
Taranto will receive an
annual base salary of
$425,000.
As
an employee,
Mr. Taranto
is also eligible
to receive
an annual equity
award at the discretion
of the Board not to
exceed
the value
of any
equity
award
granted
to the
non-executive
members
of the
Board.
Directors’ Compensation
2023 Proxy
Statement
47
The table below
summarizes the compensation
paid by the
Company to Directors
for the fiscal
year ended
December 31, 2022.
6
2022 DIRECTOR
COMPENSATION
TABLE
Name
Fees
Earned or
Paid
in
Cash
(1)
Share
Awards
(2)
Option
Awards
(3)
Non-Equity
Incentive Plan
Compensation
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
All
Other
Compensation
(4)
Total
John J. Amore
$125,000
$325,663
—
—
—
$15,665
$466,328
William
F.
Galtney,
Jr.
$125,000
$325,663
—
—
—
$15,665
$466,328
John A.
Graf
$125,000
$325,663
—
—
—
$15,665
$466,328
Meryl
Hartzband
$125,000
$325,663
—
—
—
$16,079
$466,742
Gerri
Losquadro
$125,000
$325,663
—
—
—
$15,665
$466,328
Roger
M.
Singer
$125,000
$325,663
—
—
—
$25,665
$476,328
Joseph
V.
Taranto
(5)
$425,000
$325,663
—
—
—
$15,665
$766,328
John A.
Weber
$125,000
$325,663
—
—
—
$25,665
$476,328
(1)
For
their
Board
services
in 2022,
all of
the directors
elected
to receive
their
compensation
in cash
except
for Ms.
Hartzband
and Mr.
Graf,
who each
received
444 shares
in compensation
for their
services.
(2)
The amount
shown
is the
aggregate
grant
date fair
value
of the
2022 grant
computed
in accordance
with Financial
Accounting
Standards
Board
Statement
Accounting
Standards
Codification
Topic
718 (“FASB
ASC Topic
718”)
calculated
by multiplying
the number
of shares
by the
fair market
value
(the average
of the
high and
low of
the Company’s
stock
price
on the
NYSE
on the
date
of grant)
(“FMV”).
Each of
the Non-Employee
Directors
was awarded
1,131
restricted
shares
on February
24,
2022
at FMV
of $287.9425.
(3)
In July
2022,
Mr.
Amore
exercised
454 option
awards
which
had been
awarded
to him
upon
his appointment
to the
Board
in September
2022.
(4)
Dividends
paid on
each director’s
restricted
shares.
For Mr.
Singer
and Mr.
Weber,
also includes
$10,000
in director
fees for
meetings
attended
as
directors
of both Bermuda
Re and International
Re.
(5) Mr. Taranto’s
compensation
reflects
his
salary
and
share
awards
received
as
a
non-executive
employee
of
Everest
Global.
6
This 2022 Director
Compensation
Table excludes
the compensation
of Juan C. Andrade.
The compensation
of Mr. Andrade,
a director and also
President
and CEO
of the Company,
is set forth
in the
2022 Summary
Compensation
Table.
The 2022
Director
Compensation
Table
does
include
the
compensation
of Joseph
V. Taranto,
who is
a non-executive
employee of the
Company.
Compensation Discussion and Analysis
48
2023 Proxy
Statement
COMPENSATION
DISCUSSION AND
ANALYSIS
Executive
Summary
The Company’s
executive
compensation
program
is intended
to align
the interests
of our
executive
officers
with
those of
our shareholders.
We stress
merit-based
performance
awards and
structure
overall compensation
to provide
appropriate incentives
to executives
to optimize
net earnings
and to increase
book value
per share.
For 2022,
Named
Executive Officers
received annual
awards based
largely on such
value-based financial
performance metrics
as
growth
in book
value per
share
and return
on equity.
Our
executive
compensation
program
is designed
and
endorsed
by the
Compensation
Committee.
In designing
the
Company’s
executive
compensation
program, the
Compensation
Committee
endeavors
to
reflect
the
core
objectives
of (i)
attracting
and retaining
a talented
team
of executives
who will
provide
creative
leadership
and
ensure
success
for the
Company in
a dynamic
and competitive
marketplace; (ii)
supporting the
execution of
the Company’s
business
strategy
and the
achievement
of long-term
financial
objectives;
(iii) creating
long-term
shareholder
value;
and (iv)
rewarding executives
in a
manner that
is market
competitive and
seeks to
incentivize executives
to achieve
long-term
profitable financial
results.
We believe
our
compensation
structure
appropriately
addresses
the performance
of our
executive
leadership
team
in the face
of significant
global catastrophe
activity for another
consecutive year.
The industry
saw an estimated
$115
billion of insured catastrophe
losses in 2022, one of the highest
catastrophe loss years on record,
as a result of events
including
Hurricane
Ian
and
other
events
including
European
Hailstorms,
Hurricane
Fiona
and
Typhoon
Nanmadol.
We provide
our
clients
protection
against
risk
and,
accordingly,
we expect
intermittent
volatility
in our
financial
results.
Our executive compensation structure is designed to
align management’s interest with our shareholders by incentivizing
long-term
value
creation
rather
than
short-term
gains
through
strategies
designed
to normalize
catastrophe
volatility
over the long-term. In
that regard, as stewards of our shareholders’ capital, our portfolio management strategies seek to
minimize
the impact
of
severe events
on our capital.
Among other
things, this
is accomplished
by maintaining
a diversified
business
portfolio
– spread
by
line
and
geography
– and
by
employing
a tactical
approach
to managing
risk,
including,
but not limited
to, de-risking
our property exposures
to reduce volatility
during times of
inadequate pricing,
utilizing third
party
capital
to leverage
opportunity
and
issuance
of
catastrophe
bonds.
This
is an
important
distinction
as Everest
not
only outperforms during periods of benign catastrophe loss activity, but also performs well during periods of significant
catastrophe activity. Thus, despite yet another consecutive year of significant catastrophe activity, the Company was still
able
to achieve
positive
earnings:
•
Gross
written
premiums
grew
to
$14
billion
from
$13
billion
in
2021.
•
The
Company
earned
$1,065
million
in
after-tax
operating
income
7
representing
a 10.6%
after
tax
operating
return
on equity (“ROE”)
8
.
•
The
Company
returned
$316
million
in
capital
to
shareholders
during
2022
as
follows:
– We
paid
quarterly
dividends
totaling
$255
million
in
2022.
– We
returned
$61
million
to
shareholders
through
share
repurchases.
7
The Company generally
uses after-tax
operating income
(loss), a non-GAAP
financial measure,
to evaluate
its performance.
After-tax operating
income
(loss)
consists
of net
income
(loss)
excluding
after-tax
net gains
(losses)
on investments,
after-tax
net foreign
exchange
income
(expense)
and the
tax
charge
related to
the enactment
of the
Tax Cuts
and Jobs
Act of
2017 (TCJA).
8
Further
explanation
and
a
reconciliation
of
net
income
(loss)
to
after-tax
operating
income
(loss)
can
be
found
at
the
back
of
the
Everest Annual
Report.
Compensation Discussion and Analysis
2023 Proxy
Statement
49
Since
going
public
in 1995,
the Company
has achieved
compound
annual
growth
in dividend-adjusted
book
value
per share of 10%.
* Including
Stock
Appreciation
& Dividends
We have
always
emphasized
prudent
risk management
and technical
underwriting
as the
key tenets
for building
and
sustaining
long-term
value
for
our shareholders.
Our compensation
structure
properly
reflects
management’s
alignment
with
our
shareholders,
especially
during
periods
of
extreme
macroeconomic
conditions
including
a global
pandemic, inflationary
pressure, interest
rate swings
and volatile
equities markets
in conjunction
with extreme
natural
catastrophe events.
These results reinforce
a strategic vision
developed by experience, ingenuity
and humility. While we are always
mindful
of the
human
and economic
tolls
associated
with
all
forms
of natural
catastrophe
losses,
we are
in the
business
of
offering
protection
against
volatility
for our
clients
and customers
while
endeavoring
to create
long-term
value
for
our shareholders
even during
periods
of extreme
catastrophe
activity.
The fact
that we
have achieved
consistent
book value per share
growth over time showcases our ability
to manage over cycles
through successful underwriting
and
risk management
strategies
grounded
in an
innovative
culture that values sustainable
performance
and capital
preservation.
This
unwavering
commitment
to long-term
value
creation
for
our shareholders
is precisely
the intent
behind our compensation
philosophy.
Compensation Practices
50
2023 Proxy
Statement
COMPENSATION
PRACTICES
Compensation
Practices
and
2022
Say-On-Pay
Vote
Say
on Pay
Say on
Pay Results
from
2017 to 2022
Everest
received
a
high
level
of
voting
approval,93.73%, for the Say on Pay advisory vote
at
its
2022
Annual
General
Meeting.
Accordingly,
the
Committee
did
not
make
any
significant
changes
to
the
structure
of
the
Company’s
compensation
program
A primary
focus
of our
Compensation
Committee
is ensuring
that
the Company’s
executive
compensation
program
serves the best interests of our
shareholders while appropriately rewarding our executive
leadership for their
performance
and
seeks
to incentivize
executives
to achieve
long-term
profitable
financial
results.
Our
compensation
program
incorporates
numerous
compensation
best
practices
that
address
common
shareholder
concerns
and advance
the Company’s
philosophy
of long-term
shareholder
growth.
Highlights
include:
•
No
separate
change-in-control
(“CIC”)
agreement
for
the
CEO
•
CEO
and
all
participants
in the
CIC
Plan
are subject
to double-trigger
provisions
•
No “gross-up”
payments
by the
Company
of any
“golden
parachute”
excise
taxes
upon
a change-in-control
• Incentive
cash
bonuses
for
all
Named
Executive
Officers
tied
to
specific
Company
financial
performance
metrics
•
For 2022, approximately
41% of Named Executive
Officers’ long-term
incentive compensation
(excluding any
Named
Executive
Officers
no longer
employed
with
the Company)
is in
the form
of performance
share
units
that
can only
be earned
upon satisfaction
of specific
Company
financial
performance
metrics
over
a 3-year
period
•
Say
on Pay
Advisory
Vote
considered
by shareholders
annually
• Stock
ownership
and
retention
guidelines
for
executive
vice
presidents
and
above
Compensation Practices
2023 Proxy
Statement
51
* Total
Stock
Return
Index
is a measure
of performance
and is
calculated
as the
change
in share
price
plus reinvestment
of dividends,
assuming
an
initial investment of
$100.
Source:
Nasdaq/Thomson
The Company’s Compensation Philosophy and Objectives
52
2023 Proxy
Statement
THE COMPANY’S COMPENSATION PHILOSOPHY
AND
OBJECTIVES
The Company’s executive compensation
program is designed
to attract, motivate and
retain highly talented
individuals whose abilities
are critical to the
ongoing success of
the Company. In this
regard, the Company’s
executive
compensation
program utilizes
a dual approach.
In the first
instance,
the program
has a short-term
component
consisting
of a base
salary
and a
performance-based
cash
bonus
predominantly
tied
to a
Company
financial
metric.
Secondly,
the Compensation
Committee
rewards long-term
performance
through the
use of discretionary
time-
based, as
well as
performance-based,
equity awards
tied to
specific financial
performance factors
designed to
closely
align
the
interests
of
key
executives
with
the
longer-term
interests
of the
Company’s
shareholders.
The Compensation
Committee is
guided by
the following
principles when
making compensation
decisions individually
and collectively
with respect
to our
executives:
• Compensation
of
executive
officers
is based
on
the
level
of
job
responsibility,
contribution
to
the
performance
of
the
Company, individual performance in
light of general
economic and industry
conditions, teamwork, resourcefulness
and
ability to
manage our
business.
• Compensation
awards
and
levels
are
intended
to
be
reasonably
competitive
with
compensation
paid
by
organizations
of similar
stature
to both
motivate
the Company’s
key employees
and minimize
the potential
for disruptive
and
costly key employee turnover.
• Compensation
is intended
to align
the
interests
of
the executive officers with those
of
the Company’s shareholders
by
basing
a significant
part of total compensation
on our executives’
contributions
over time to the generation
of
shareholder value.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
53
Components
of the
Company’s
Compensation
Program
Components
of Executive
Compensation
Short
Term
Compensation
Component
Description
Key
Features
Fixed
component
of
compensation
intended
to
attract and
retain top talent
Generally
positioned
near
the
median
of our
pay level
peer group,
but
varies
with
individual
skills,
experience,
responsibilities
and
performance
At
-
Risk
Pay
Performance
goals
established at the beginning
of
each
fiscal
year
that
support
long-term
growth
and operational efficiencies
Intended to motivate annual
performance with
respect to
key
financial
measures,
coupled
with
individual
performance factors
For 2022, the
maximum potential
bonus
was
tied
to
the
Company
Adjusted
ROE.
Final
awards
also
consider achievement
of individual
goals
All
applicable
Named
Executive
Officers
(“NEOs”) were
selected as
participants
in
the
Executive
Performance Annual Incentive
Plan
(“Executive
Incentive
Plan”)
for 2022
with the
maximum
bonus potential
available for
award to
any participant
in
the
Plan
not
to
exceed
$3.5
million
The total bonus determination
for
a participant
in 2022
is arrived
at
by application of two independent
components
based
upon
a
60%
and
40% weighting
for
all Named
Executive
Officers:
(1)
Company
financial performance criteria
and
(2) individual
performance
criteria
as
set forth
further herein.
No guaranteed
minimum
award
Long
Term
Long-Term
Incentive
Awards
At-risk,
long-term,
equity-
based
compensation
to
encourage
multi-year
performance and retention
Intended
to
motivate
long-
term
performance
with
respect
to
key
financial
measures
and
align
our
NEOs’
interests
with
those
of
our
shareholders
Tied to
the rate
of annual
operating
ROE
and
TSR
relative
to
our
peer
group
over
a
three-year
period,
along
with
annual
TSR
against
targets for the 2022 PSU
Payouts
range
from
0%
of
target
payout
to
175%
of
target
payout,
depending on performance after 3
years
Intended
to
motivate
long-
term performance and value
creation,
align
our
NEOs’
interests with
shareholders’
interests
and
promote
retention
Vests at the rate of 20% per year after
anniversary
of grant
over a
five-year
period
The Company’s Compensation Philosophy and Objectives
54
2023 Proxy
Statement
The
Compensation
Committee
meets
each
February
to review
and
approve
compensation
for
each
Named
Executive
Officer
including
any adjustments
to base
salary,
bonus
awards
and equity
grants
in consideration
of the
officer’s
prior
fiscal
year’s
performance
as well
as performance
over
time.
In addition,
from
time
to time,
the Compensation
Committee
may make
separate
salary adjustments
to Named
Executive
Officers
during the
course
of the year
to
recognize
mid-year
promotions,
changes
in job
functions
and
responsibilities,
or other
circumstances.
As shown
in the
charts
below,
the Compensation
Committee
manages
the pay
mix for
our executive
officers
such
that a substantial
portion is
“at risk” compensation
so as to
better align
the interests
of our Named
Executive Officers
with
the Company’s
shareholders.
The average
of all
Named
Executive
Officers’
at-risk
compensation
was 80%.
The
amounts above and
in the
chart below do
not include the
amounts set
forth in the
columns labeled
“Change in
Pension
Value
and Nonqualified
Deferred
Compensation
Earnings”
and “All
Other
Compensation”
in the Summary
Compensation Table.
In addition,
all employees
including
executive
officers
received
other compensation
in the
form of
benefits.
Such
other compensation
included Company-paid
term life insurance,
partially subsidized
medical and
dental plans,
Company-paid
disability
insurance
and
participation
in
a
Company-sponsored
401(k)
employee
savings
plan.
Certain
executives
also participated
in a
Supplemental
Savings
Plan whose
purpose
is principally
to restore
benefits
that
would
otherwise
have been
limited
by U.S.
benefit
plan
rules
applicable
to the
401(k)
employee
savings
plan.
The
Role
of Peer
Companies
and
Benchmarking
The
Compensation
Committee
identified
a peer
group
comprised
of
companies
that
are
similar
to us
in industry
and
size for purposes of
benchmarking and evaluating the competitiveness of
our pay levels and
compensation packages
for
our Named
Executive
Officers. In
determining the
final peer
group, the
Compensation Committee
selected
publicly
traded
insurers
and
reinsurers
that
directly
compete
with
the
Company
for
business
and
talent, and
changes
to
the Company’s peer
group have been primarily
due to consolidations
among several peer group
companies in
recent
years.
The Compensation
Committee
reviews
both compensation
and performance
at peer
companies
as a
benchmark
when
setting
compensation
levels
that
it believes
are commensurate
with
the Company’s
performance.
Although
the Committee
did not
set compensation
components
to meet
specific
benchmarks,
such as
targeting
salaries
“above
the
median”
or
equity
compensation
“at
the
75th
percentile”
of
peer
companies
at
the
outset
of
2022,
it
did
utilize
the
peer
group
compensation
data
in
determining
appropriate
incentive
compensation
amounts
relative
to
individual
and
Company
performance
awarded
to our
Named
Executive
Officers
for
the
2022
fiscal
year.
Further,
the
Committee
utilized
such
peer
group
metrics
in setting
Named
Executive
Officer
targets
for
the
2022
fiscal
year.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
55
For
2022,
the
Committee
selected
the
following
companies
to serve
as
our
pay
level
peer
group:
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Base
Salary
and Bonus
Determinations
The base
salaries
for all
executive
officers
are
determined
by the
Compensation
Committee,
established
upon
hire
or
assignment date and reconsidered annually or as responsibilities change. In setting
an executive’s initial base salary, the
Compensation
Committee
considers
the
executive’s
abilities,
qualifications,
accomplishments
and prior
experience.
The
Compensation
Committee
also
considers
base
salaries
of similarly
situated
executive
officers
in its
identified
peer
companies
when
assessing
competitive
conditions
in the
industry.
Subsequent
adjustments
to the
executive’s
base
salary
in the
form
of annual
raises
or upon
renewal
of an employment
agreement
take
into
account
the executive’s
prior
performance,
the financial
performance
of the
Company
and the
executive’s
contribution
to the
Company’s
performance
over
time,
as
well
as
competitive
conditions
in
the
industry.
Incentive
Based
Bonus
Plans
In connection
with
fiscal
year
2022
performance,
the
Company
awarded
annual
performance-based
cash
bonuses
to
the
applicable
Named
Executive
Officers
pursuant
to the
Executive
Performance
Annual
Incentive
Plan.
Executive
Performance
Annual
Incentive
Plan
The
Compensation
Committee
identifies
the
executive
officers
eligible
to participate
in the
Executive
Incentive
Plan.
In addition
to other
criteria,
the Executive
Incentive
Plan provides
that the
total amount
of awards
granted to
all
participants in
any one
year may
not exceed
10% of
the Company’s
average annual
income before
taxes for
the
preceding five years.
Pursuant to the terms of the Executive Incentive Plan, the Compensation Committee,
within 90 days after the
beginning
of the
fiscal
year,
selects
those
executive
officers
of the
Company
and
its
subsidiaries
who
will
participate
in the
Executive
Incentive
Plan
for
that
year.
The
Compensation
Committee
sets
maximum
potential
bonus
amounts
for each
participant
based
on achievement
of specific
performance
criteria,
chosen
from among
the performance
criteria
set forth
in the
Executive
Incentive
Plan,
that most
closely
aligns
Company
financial
performance
to long-
term
shareholder
value
creation.
The Compensation
Committee
may exercise
discretion
and award
an amount
that
is less than
the potential
maximum amount
to reflect
actual corporate,
business unit
and individual
performance. The
Compensation
Committee
determined
that
the maximum
potential
bonus
for Mr.
Andrade
and any
participant
in the
Executive
Incentive
Plan
cannot
exceed
$3.5
million.
For
Messrs.
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson,
their
maximum
potential
bonus
is further
limited
to 200%
of their
respective
base
salaries,
subject
to the
foregoing
$3.5
million
cap.
In addition,
and
subject
to the
foregoing
maximums,
the
total
bonus
determination
for
a participant
in 2022
is arrived
at by
application
of two
independent
components
based
upon a
60% and
40% weighting
for the
Named
Executive
Officers:
(1) Company
financial
performance
criteria
and (2)
individual
performance
criteria.
For
each applicable
Named
Executive
Officer,
the Compensation
Committee
established
full-year
operating
plan ROE
targets
for the Company
as the financial
performance
criteria to
be applied
in connection
with a portion
of their
bonus
compensation.
Further,
for each
Named
Executive
Officer,
the Compensation
Committee
considers
60%
of
the
potential
maximum
bonus
eligible
to be
earned
based
on tiered
Company
Adjusted
Operating
ROE
9
results
above
and below
the set
operating plan
ROE target.
In determining
that only
the above
percentages
of the
maximum bonus
should
be tied
to achievement
of these
additional
financial
performance
metrics,
the
Committee
desired
to preserve
financial
metrics
as being
the predominant
determinant
of whether
a participant
had earned
the maximum
bonus
potential.
9
Adjusted Operating ROE adjusts actual operating ROE by limiting catastrophe activity to 40% of anticipated catastrophe
losses in the annual operating
plan
and
60% of
actual
catastrophe
losses
for
the current
fiscal
year.
The Company’s Compensation Philosophy and Objectives
56
2023 Proxy
Statement
The Compensation
Committee
separately
considers
the remaining
40% of
the potential
maximum
bonus
eligible
to
be earned by a
participant based upon successful achievement of
individual generally non-financial goals established
for
each participant.
Consideration
of individual
performance
is done to acknowledge
that the property
and casualty
(re)insurance
business
is a risk-based
endeavor
where a
company’s
financial
results
in any
one financial
year may
be impacted
by exogenous
factors
beyond
human
control
such
as an
unexpected
severe
hurricane
season
or other
natural peril
catastrophe activity. Implicit
in such a
determination is
the recognition that
our financial
success over the
long
term
is not
dependent
on any
one
financial
year’s
results.
Individual
goals
in any
given
year
include,
but
are
not
limited
to,
factors
that
may be
applicable
to each
NEO,
such
as demonstrated
leadership,
ESG and
diversity,
business
year highlights,
risk management
and loss
mitigation protection
practices, strategic
goal setting,
performance against
annual
operating
plan, capital
management,
strategic
expansion
initiatives
and growing
Everest’s
investor
base.
Finally,
the 40%
subjective
element
also allows
the Compensation
Committee
broad
discretion
to consider
market
performance
measures
such as
total shareholder
return
(“TSR”) into
executive
performance
without
setting
a specific
performance target.
This balanced
approach
allows the
Company
to remain
competitive
and foster
retention
of highly
performing
Named
Executive
Officers. Further, the Committee
is not bound
to any minimum
bonus amount and
retains discretion to
scale
the payments
below the
potential
maximum
bonus and
to award
no cash
bonus to
any Named
Executive
Officer.
The Compensation
Committee
in February
2022
selected
Messrs.
Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson
to participate
in the
Executive
Incentive
Plan for
fiscal
year 2022,
which tied
their maximum
potential
bonus
awards
to the
performance
criteria
as described
in more
detail
below.
2022 INCENTIVE-BASED BONUS TARGETS AND
AWARDS
Named
Executive
Officer
Target
Incentive
Bonus
(% Base
Salary)
Target
Incentive
Bonus
Potential
Maximum
Incentive
Bonus
Actual
Bonus
Award
Juan C.
Andrade
CEO
220%
$
2,750,000
$
3,500,000
$
2,900,000
Mike
Karmilowicz
Executive
Vice
President
and
CEO
of
Everest
Insurance
®
130%
1,007,500
1,550,000
$
1,070,750
Mark
Kociancic
Executive
Vice
President
& Chief
Financial
Officer
130%
1,137,500
1,750,000
$
1,273,900
Sanjoy
Mukherjee
Executive
Vice
President,
General
Counsel
&
Secretary
130%
845,000
1,300,000
$
900,000
Jim Williamson
Executive
Vice
President,
Chief
Operating
Officer
and Head of Reinsurance
130%
1,040,000
1,600,000
$
1,167,000
TOTAL
$
6,780,000
$
9,700,000
$
7,311,650
Long-Term
Compensation
Determinations
The second
component of
the Company’s
executive compensation
plan is
premised on
a strategic
view of
compensation.
This
long-term
compensation
component
is achieved
through
the
2020
Stock
Incentive
Plan.
Awards
under the
2020 Stock
Incentive Plan are
generally intended
to reinforce
management’s long-term
emphasis on
corporate
performance,
provide
an incentive
for key
executives
to remain
with
the Company
for the
long
term
and
provide a
strong incentive
for employees
to work
to increase
shareholder
value by
aligning employees’
interests with
those of the shareholders.
Equity
awards
may
take
the
form
of share
options,
share
appreciation
rights,
restricted
shares
or performance
share
units.
Options
and
restricted
shares
are awarded
on the
day that
they
are
granted
by the
Compensation
Committee
and valued as
of the grant
date. Options
are issued with
an exercise price
equal to the
fair market value
of the
Company’s stock
on the grant
date. The Company determines
fair market value
by averaging
the high and
low market
price on the grant date.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
57
With respect
to the
equity award
process, the
CEO makes
recommendations
to the
Compensation Committee
for each
eligible executive
officer, and the
proposed awards
are discussed with
and reviewed
by the Compensation
Committee.
While
the Compensation
Committee
takes
into account
management’s
input
on award
recommendations,
all final
determinations
are
in the
subjective
judgment
and discretion
of the
Compensation
Committee.
In determining
the
final
award
amounts,
the Compensation
Committee
reviews
each
recipient’s
demonstrated
past
and expected
future
individual
performance,
his/her
contribution
to the
financial
performance
of the
Company
over
time,
the
recipient’s
level of
responsibility
within the
Company,
his/her ability
to affect
shareholder
value and
the value
of past
share
awards.
Finally,
the
Compensation
Committee
also
considers
the
value
of equity
awards
granted
to similarly
situated
executive
officers
by our
pay level
peer group
in order
to ensure
a competitively
attractive
overall
compensation
package.
Equity
grants
are made
at the
Compensation
Committee’s
February
meeting.
There
is no
plan or
practice
to grant
equity awards
in coordination
with the
release of
material non-public
information.
Additionally,
the Company’s
Ethics
Guidelines
and Insider
Trading
Policy
prohibit
our executive
officers,
directors
and other
employees
from
trading
in
options
in the
Company’s
shares.
Prohibited
options
include
options
awarded
under
the 2020
Stock
Incentive
Plan,
as
well
as any
expired
stock
incentive
plans,
“put”
options
and
“call”
options.
Further,
“[t]he
Company’s
anti-hedging
policy
prohibits
its officers,
directors
or other
employees
from engaging
in transactions
geared
toward
‘shorting’
the Company’s
stock
or trading
in straddles,
equity
swaps
or other
derivative
securities
that are
directly
linked
to
the Company’s
common
shares.”
The foregoing
anti-hedging
policy
is part
of the
Company’s
“Inside
Information
and Restrictions
on Trading”
section of
the Company’s
Ethics Guidelines,
which provides
a series
of restrictions
applicable
to all
transactions
in Company
stock
and other
classes
of securities
by directors,
officers
and employees
of the
Company
(as
well
as to
others
living
in the
same
household
as such
people).
There
is no
category
of hedging
transaction
relevant
to the
Company’s
securities
that
is specifically
permitted
as to
any officers,
directors
or other
employees
of the
Company.
The Board
has adopted
stock
ownership
and
retention
guidelines
for all
senior
officers
with
the
title
of Executive
Vice
President
or above,
in order
to further
align
the
personal
interests
of these
executives
with those
of our
shareholders.
Time-Vested
Share
Awards
We believe
that
restricted
shares,
share
options
and performance
share
unit awards
encourage
employee
retention
and reward
consistent
long-term
shareholder
value creation.
Such awards
vest over
a five-year
period at
the rate
of 20%
per year
for the
Named Executive
Officers
and are
generally
forfeited
if the
recipient
leaves the
Company
before vesting. Furthermore,
the expiration of
share options ten
years after they
are granted is
designed to encourage
recipients
to work
towards
maximizing
the
Company’s
growth
over
the
long-term
and
not simply
cater
to short-term
profits.
Performance
Share
Units
The Compensation
Committee
grants
annual
performance-based
equity
awards
to Named
Executive
Officers
in the
form
of Performance
Share
Units
(“PSU”)
that
can
only
be earned
upon
the
achievement
of certain
Company
financial
metrics
measured
over
three
one-year
performance
periods
based
on annual
goals
and one
three-year
performance
period
based
on goals
measured
over that
period.
At fiscal
year-end
2022, we
completed
the third
and final
year
of the
PSU performance
period
for our
2020
awards,
the second
year
of the
PSU performance
period
for our
2021
awards
and
the
first
year
of the
PSU
performance
period
for
our
2022
awards.
For
the
2020,
2021
and
2022
PSU,
the
performance
period
was
January
1,
2020
through
December
31,
2022,
January
1,
2021
through
December
31,
2023
and
January
1,
2022
through
December
31,
2024,
respectively.
Each PSU
gives the
participant
the right
to receive
up to
1.75 shares
upon settlement
at the
end of
the three-year
performance
period
based
upon satisfaction
of certain
financial
performance
targets.
For the
2020
PSU,
the shares
represented
by the
PSU
may
only
be earned
upon
the
satisfactory
achievement
of
two
financial
performance
metrics:
cumulative
Book Value
Per Share
(“BVPS”)
growth
measured
against
peers
over a
three-year
period
and Operating
Return on
Equity. For
the 2021
PSU, a
third performance
metric was
introduced: annual
BVPS growth
measured
against
targets
set by
the Compensation
Committee.
The Compensation
Committee
elected
to use
BVPS as
one of
the
financial
metrics
for the
PSU
because
this
metric
correlates
with
long-term
shareholder
value.
BVPS
is defined
as
the tangible
book value
of a share
as determined
under GAAP,
adjusted for
dividends paid
to shareholders
during the
performance period. For
purposes of calculating
the new third
metric for the
2021 PSU, annual
BVPS growth measured
against
targets
set
by the
Compensation
Committee,
BVPS
is calculated
in the
same
manner,
except
excluding
any
adjustment
for
dividends
paid
to
shareholders.
For
the
2022
PSU,
the
Compensation
Committee
elected
to use
Total
Shareholder
Return
for
the
relative
measure
for
performance
period
2022-2024
instead
of change
in BVPS
relative
to
peer groups.
The Company’s Compensation Philosophy and Objectives
58
2023 Proxy
Statement
Operating Return
on Equity
(“Operating ROE”),
for purposes
of PSU
awards, is
defined as
operating income
divided by
average
adjusted
shareholders’
equity.
In setting
the
target
metric
for
the
2022
performance
year,
operating
income
equals net
income/(loss)
attributable
to the
Company,
excluding
after-tax net
realized
capital gains/(losses).
Average
adjusted
shareholders’
equity equals
the average
of beginning-of-period
and end-of-period
shareholders’
equity,
excluding
the after-tax
net unrealized
appreciation/(depreciation)
on investments
recorded
in accumulated
other
comprehensive
income.
The Compensation
Committee
selected
Operating
ROE as
one of
the financial
metrics
for
the PSU because
this metric correlates closely
with shareholder value over
both intermediate and
longer-term periods
and
is a
widely-used
financial
metric
in the
insurance
and
reinsurance
industry
for assessing
company
performance.
The
tables
below
set
forth
the
2020,
2021
and
2022
PSU
Target
Awards
for
each
NEO
and
performance
measures.
Named
Executive
Officers
Target
Award
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
2020
PSU
6,770
780
—
1,150
—
2021
PSU
8,260
1,355
2,045
1,610
1,435
2022
PSU
7,050
1,340
1,755
1,360
1,410
2020
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
60.0%
2020
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2021
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
Relative
Change
in
BVPS to Peers
40.0%
2020–2022
Median
<26th
%tile
26th %tile
Median
>=75th
%tile
2021
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
50.0%
2021
11.1%
<4.1%
4.1%
11.1%
>=16.1%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Year
Target
Growth
0%
25%
100%
175%
Growth
in
BVPS
25.0%
2021
8%
<3.0%
3%
8%
>=13.0%
25.0%
2022
10.5%
<5.5%
5.5%
10.5%
>=15.5%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
Relative
Change
in
BVPS to Peers
25.0%
2021–2023
Median
<26%tile
26%tile
Median
>=75%tile
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
59
2022
PSU
TARGET
MEASURES
Award
Multiplier
Weight
Performance
Year
Target
ROE
0%
25%
100%
175%
Operating
ROE
50.0%
2022
12.4%
<5.4%
5.4%
12.4%
>=17.4%
Award
Multiplier
Weight
Performance
Year
Target
Growth
0%
25%
100%
175%
TSR
25.0%
2022
13%
<8%
8%
13%
>=18%
Award
Multiplier
Weight
Performance
Period
Target
0.0%
25%
100%
175%
3Yr
TSR
Compared
to
Peers
25.0%
2022-
2024
Median
<26%tile
26%tile
Median
>=75%tile
As displayed
above, the
portions of
the 2020,
2021 and
2022 PSU
grants that
are subject
to the
Operating ROE
financial
metric
(60% for
the 2020
PSU and
50% for
the 2021
and 2022
PSU) are
eligible
to be
earned annually
in
one-third
tranches
over
the three-year
performance
period
based
upon
target
Operating
ROE
figures
determined
by
the
Committee
annually.
In setting
the 2022
Operating
ROE target,
the Committee
considered
the
Company’s
2022
operating business plan
reflecting management’s view
of market
conditions, modeled expected
results, business mix
and
product
diversification
and the
continued
global
economic
uncertainty
relating
to the
Pandemic.
The
Committee
further
noted
that
the 12.4%
target
Operating
ROE for
2022
represented
an increase
over
the
prior
year’s
result
of 12.2%.
In recent
years,
the
Compensation
Committee
has
generally
set
higher
Operating
ROE
targets
compared to the
previous year’s actual Operating
ROE results
10
in order to
continue to set
a high level
of achievement
for
executive
management,
as demonstrated
in the
following
table:
Year
Target
ROE (%)
Actual ROE
(%)
2017
10
4.6
2018
11
2.3
2019
12.2
10.3
2020
11.1
8.4
2021
11.1
12.2
2022
12.4
10.6
For
the 2022
annual
performance
period,
the Committee
set
a target
Operating
ROE
of 12.4%
with
one-third
of the
applicable Named Executive Officers’ 2020, 2021 and
2022 PSU eligible to be
earned as measured by the
Company’s
full
year
performance
from
January
1, 2022
through
December
31,
2022.
Earn-outs
between
the
performance
levels
are
determined
by straight-line
interpolation.
The
tables
below
set
forth
the
amount
of 2020,
2021
and
2022
PSU
eligible
to be
earned
to date
by each
applicable
NEO
based
upon
Operating
ROE.
The
earn-out
reflects
the
percentage
of the
total
target
award
that
can
be earned
in
any
one performance
period
which
is one
third
of 50%
(i.e.,
16.7%)
of the
NEO’s
total
PSU
target
award
for the
2021
and
2022
PSU
and
one third
of 60%
(i.e.,
20%)
for the
2020
PSU.
The
number
of shares
actually
earned
is calculated
by applying
the target
award
multiplier
based
upon the
Company’s
full year
performance:
10
For the
2020 period
only with
respect
to the 2020
PSU award
calculations,
the Actual
Operating
ROE of 8.4%
stated
herein
was determined
after
adjusting to exclude COVID-19 related losses, as further detailed
in Everest’s April 9, 2021 proxy
statement. No further COVID-19 related adjustments
to
Actual
Operating
ROE were
made for
the 2021
and 2022
years.
The Company’s Compensation Philosophy and Objectives
60
2023 Proxy
Statement
2020 PSU
ROE Grant
OPERATING ROE
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
6,770
780
N/A
1,150
N/A
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2020 Period
11.1%
8.4%
20%
71.1%
963
111
—
164
—
2021 Period
11.1%
12.2%
20%
116.5%
1,578
182
—
268
—
2022 Period
12.4%
10.6%
20%
80.7%
1,093
126
—
186
—
2021 PSU
ROE Grant
OPERATING ROE
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
8,260
1,355
2,045
1,610
1,435
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2021 Period
11.1%
12.2%
16.7%
116.5%
1,604
264
398
313
279
2022 Period
12.4%
10.6%
16.7%
80.7%
1,111
183
275
217
193
2022 PSU
ROE Grant
OPERATING ROE
Juan C.
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Target
Actual
Earn
Out %
Target
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2022 Period
12.4%
10.6%
16.7%
80.7%
949
181
236
183
190
All earned shares resulting from achievement of the
metrics herein are delivered to the participant upon the
Committee’s confirmation
of the final
earned amounts
at the end
of each of
the 2020,
2021 and
2022 PSU
respective
three-year performance periods.
2021
PSU
BVPS
Growth
Against
Target
Grant
For the
2022 PSU,
the Compensation
Committee
used growth
in BVPS measured
against targets
selected by
the
Compensation
Committee
as a
metric.
The
growth
in BVPS
award
metrics
determined
by the
Committee
in February
2023 are as follows:
2021
Growth
in BVPS
Award
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
8,260
1,355
2,045
1,610
1,435
Target
Actual
Earn
Out %
Award
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2021 Period
8%
12%
8.3%
160%
1,102
181
273
215
192
2022 Period
10.5%
2.8%
8.3%
0%
0
0
0
0
0
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
61
2020-22
PSU BVPS
Growth
Against
Peers
Grant
The
PSU
eligible
to be
earned
based
upon
the
relative
BVPS
growth
against
peers
are
benchmarked
against
a selected
peer group, as measured cumulatively
from January 1, 2020 through December
31, 2022 for the 2020 PSU and January
1, 2021
through
December
31,
2023
for
the
2021
PSU.
For
the
2022
PSU
awards,
the
Committee
determined
that
the
following
companies
shall
serve
as
the
peer
group
for
purposes
of
determining
the
BVPS
growth
achievement:
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Companies
that
are
no longer
listed
on a
public
exchange
(e.g.,
due
to
acquisition
or merger)
during
the
measurement
periods
are
omitted
from
the
cumulative
relative
BVPS
growth
benchmarking
from
inception
of
the
measurement
periods.
Earn-outs between target
levels for PSU
subject to the
BVPS growth metric
are also determined
by straight-line
interpolation
and will
be certified
by the
Committee
for eligibility
at the
end of
the 2020
and 2021
PSU three-year
performance
periods
(on
or before
March
15,
2022
and
March
15,
2023,
respectively
to the
2020
and
2021
PSU).
For
the
2020
PSU,
the
BVPS
growth
metrics
determined
by
the
Committee
in February
2023
are
as
follows:
2020
PSU Growth
in BVPS
against Peers
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
6,770
780
N/A
1,150
N/A
Weight
Award
Multiplier
Earned PSU
Earned PSU
Earned PSU
Earned PSU
Earned PSU
2020-2022
Period
40.0%
118%
3,196
369
—
543
—
As a
result, the
total 2020
PSU earned,
taking into
account satisfactory
achievement of
the two
financial performance
metrics is as follows:
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
2020
PSU
Target
Award
6,770
780
1,150
—
Total
2020
Operating
ROE PSU
Earned
3,634
419
618
—
Total
2020
BVPS
PSU
Earned
3,196
369
543
—
Total
PSU
Earned
6,830
788
N/A
1,161
N/A
PSU shares
not earned
because
of failure
to achieve
the set
metrics
are forfeited.
All earned
shares
resulting
from
achievement
of the
metrics
are
delivered
to the
participant
upon
confirmation
by the
Committee
of the
final
earned
amounts at
the end
of the
PSU three-year
performance period.
2022
PSU
TSR
Against
Target
Grant
For
the 2022
PSU,
as noted
above,
the Compensation
Committee
decided
to change
the metric
Relative
Change
in
Tangible BVPS to
Total Shareholder
Return on a
go-forward basis. The
growth in
TSR award
metrics determined
by the
Committee
in February
2023 are
as follows:
2022
TSR
Award
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Target
Actual
Earn
Out %
Award
Multiplier
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
Earned
PSU
2022 Period
13%
5.4%
8.3%
0%
0
0
0
0
0
The Company’s Compensation Philosophy and Objectives
62
2023 Proxy
Statement
2022-24
PSU
TSR
Against
Peers
Grant
The
PSU
eligible
to be
earned
based
upon
the
relative
TSR
growth
against
peers
are
benchmarked
against
a selected
peer group,
as measured
cumulatively
from January
1, 2022
through December
31, 2024
for the 2022
PSU. For
the 2022
PSU awards,
the Committee
determined
that the
following
companies
shall serve
as the
peer group
for
purposes of
determining the
TSR growth
achievement:
Alleghany
Corporation
Cincinnati
Financial
Corporation
The
Hartford
Financial
Services
Group,
Inc.
Arch
Capital
Group,
Ltd.
Markel
Corporation
W.R.
Berkley
Corporation
Axis
Capital
Holdings,
Limited
Renaissance
Re
Chubb
Limited
The
Hanover
Insurance
Group,
Inc.
Companies that are no
longer listed on a public
exchange (e.g., due to acquisition
or merger) during the
measurement
periods
are omitted
from the
cumulative
relative
TSR growth
benchmarking
from inception
of the measurement
periods.
Earn-outs between target levels for PSU subject to the TSR growth metric are
also determined by straight-line
interpolation and will be certified by the
Committee for eligibility at the end of the 2022,
2023 and 2024 PSU
three-year
performance
periods
(on or
before March
15, 2023
and March
15, 2024,
respectively,
with respect
to
the 2022 PSU).
For
the
2022
PSU,
the
TSR
growth
metrics
determined
by
the
Committee
are
as
follows:
2022
PSU
TSR
Against
Peers
Juan
Andrade
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Target
Award
Target
Award
Target
Award
Target
Award
Target
Award
7,050
1,340
1,755
1,360
1,410
Weight
Award
Multiplier
Earned
PSU
Earned PSU
Earned
PSU
Earned PSU
Earned
PSU
2022-2024
Period
25.0%
TBD
TBD
TBD
TBD
TBD
TBD
Named
Executive
Officer
Compensation
The
final
amounts
and
factors
considered
by the
Compensation
Committee
in making
its
decisions
with
regard
to the
2022 performance
year for each
Named Executive
Officer are
described more
fully below. Although
the Compensation
Committee
establishes
certain
Company
performance
metrics,
targets
and ceilings
on cash
bonuses
for each
Named
Executive
Officer,
the Compensation
Committee
feels that
an effective
compensation
program
must
be linked
to
the
Company’s
performance
and value
generated
for shareholders
over
the long-term.
In this
regard,
performance-
measuring
metrics
are
limited
to those
measurements
that
are
deemed
especially
important
to creating
shareholder
value,
while
retaining
the
flexibility
to also
make
awards
based
on
subjective
criteria.
The Compensation Committee’s philosophy is
to encourage management to
act in the
best interests of
the Company
and
our
shareholders
even
when
such
actions
may
temporarily
reduce
short-term
profitability,
for
example:
• investments
in
our
business
in
the
form
of
human
capital
and
intellectual
resources;
•
reserving
methodologies
and reserve
positions;
• diversification
of
risk
within
our
insurance
and
reinsurance
portfolios;
•
capital
management
strategies;
• long-term
strategic
growth
initiatives;
and
•
creativity
in the
development
of new
products.
Furthermore,
the Committee
recognizes
that
the (re)insurance
industry
is cyclical
and often
volatile
and susceptible
to uncontrollable
exogenous
factors
beyond
human
control.
Consequently,
although
the Compensation
Committee
places greater weight on financial performance factors and targets when evaluating an individual executive’s
performance, it
also identifies
certain individual
goals tailored
to an
individual’s role
and responsibilities
when
assessing
the overall
performance
of Named
Executive
Officers.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
63
Company
Financial
Performance
Assessment
The Compensation
Committee
assesses
the financial
performance
of the
Company
in the
context
of the
business
environment in
which it
operates, the
performance of
competitors with
reasonably comparable
operations and
against
management’s
operating
business
plan
for
the period
under
review.
The
Compensation
Committee
also
considers
management’s
decisions and
strategies
deployed in
positioning
the Company
for future
growth and
profitability.
Our
compensation
program
is designed
to reward
executive
officers
for developing
and achieving
a business
strategy
that
emphasizes
creation
of longer-term
shareholder
value.
The Compensation
Committee
attaches
significant
importance
to our executives’
ability
to generate
shareholder
value
over time
by achieving
an attractive
increase
in dividend-adjusted
book value
per common
share
and in
the
achievement
of returns
that
provide
an attractive
compound
growth
rate
in shareholder
return.
Through
fiscal
year
2022,
the Company
has generated
compound
annual
growth
rate of
10% per
year since
going
public
in 1995
and
achieved
total
return
over the
S&P 500
of 1,380
points.
This attractive
long-term performance
has been
achieved during
a period
of significant
natural catastrophe
activity, a
protracted
period
of very
low interest
rates
as well
as
repeated
periods
of soft
market
conditions.
Financial
Performance
Measures
Linking
CEO and
NEO Compensation
to Company
Performance
in 2022
When analyzing
the performance
and considering
the overall
compensation
of our Named
Executive
Officers,
the
Compensation
Committee
reviews
the Company’s
operational,
strategic
and financial
performance
over
the short-
and long-term periods.
As noted above,
in linking executive pay
to Company performance, the
Compensation
Committee
selected
the
key
Company
financial
performance
metrics
of
Operating
ROE
and
Total
Shareholder
Return
in the
incentive cash
bonus and
performance share
awards pursuant
to the
Executive Incentive
Plan and
Performance
Share
Units,
respectively.
In addition
to these
key financial
performance
indicators,
the Compensation
Committee
also identified
additional
financial
metrics
as most
important
in linking
executive
pay to
Company
performance.
These additional
financial indicators
are not
necessarily tied
to any
one specific
short-term financial
target, but
rather
serve
to incentivize
management
to focus
on long-term
value
creation.
For 2022,
the Compensation
Committee
identified
Attritional
Combined
Ratio,
Operating
Expense
Ratio,
Average
Rating
Agency
Financial
Strength
Rating
and Gross
Written
Premium
Growth
Rate as
the most
important
financial
measures linking
PEO and
NEO compensation
to Company
performance. The
importance of
these financial
performance indicators to our shareholders
is reflected in their incorporation as the
baseline targets for the Company’s
May
2021
Investor
Day
presentation
and
three-
year
strategic
plan.
Management’s
ability
to meet
these
Investor
Day
performance
targets
were
factored
into the
determination
of the
overall
short-term
incentive-based
compensation
awarded to the CEO and NEOs.
In 2022,
despite another consecutive
year of
significant global catastrophe
activity, Everest delivered
strong results in
line
with our
strategic plan
and continuing focus
on prudent
risk management,
disciplined underwriting and
profitable growth.
The Compensation
Committee took
subjective
note of
executive
management’s
role in
shaping 2022
results
against
challenging market
dynamics
The Company’s Compensation Philosophy and Objectives
64
2023 Proxy
Statement
Investor
Day
Financial
Targets
At Everest’s
inaugural
May 2021
Investor
Day,
Everest
set ambitious
financial
targets
for its
three-year
(2021–2023)
strategic
plan,
including
the metrics
below.
In determining
executive
compensation
for 2022,
the Compensation
Committee
took
note
of executive
management’s
significant
progress
toward
the
Investor
Day
targets.
Key Financial
Target
2022
Results
and
Progress
Toward
Financial
Targets
2023
Total
Shareholder
Return
(“TSR”)
greater
than
13%,
with
near-term
results
of approximately
11%
Everest achieved TSR of 5.4% for 2022 despite significant
global catastrophe activity and challenging macroeconomic
conditions of inflation and public equities market volatility.
10 to 15% gross written premium Compound
Annual Growth Rate (“CAGR”) from 2021 through
2023, with the Reinsurance Division contributing
8 to 12% CAGR for that time-period and the
Insurance Division contributing 18 to 22% CAGR
In 2022,
Everest
achieved
6.9%
overall
gross
written
premium
year
over
year
growth
from
2021.
The
Reinsurance
Division
achieved
2.7%
growth
in 2022,
while
the
Insurance
Division
achieved
16.4%
growth.
Low 90’s combined ratio by 2023
In 2022,
Everest
achieved
a combined
ratio
of 96%
and
an
attritional
combined
ratio
of 87.4%.
The
Reinsurance
Division
delivered
a 96.4%
combined
ratio
and
an attritional
combined
ratio
of 86.2%.
The
Insurance
Division
delivered
a 94.8%
combined
ratio
and
an attritional
combined
ratio
of 90.4%.
Individual
Performance
Assessment
Factors
In evaluating
individual
performance,
the Compensation
Committee
subjectively
considers
the following
qualitative
individual factors:
• executive
officer’s
individual
performance
in
his/her
area
of
responsibility;
• individual
effort
in
achieving
company
goals;
• effectiveness
in
fostering
and
working
within
a
team-oriented
approach;
• creativity,
demonstrated
leadership
traits
and
future
potential;
•
level
of experience;
and
• total
compensation
relative
to
the
executive’s
internal
peers.
No single
individual
performance
factor
is given
materially
more
weight
than another,
although
all are
considered
in the
context
of an
executive’s
overall
performance.
Rather,
these
factors
are
representative
of the
qualities
that
we
believe make
an effective executive.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
65
Summary
of Direct
Compensation
Awarded
in 2022
The cash and equity compensation
components for each Named
Executive Officer relating to fiscal year
2022
performance are highlighted in the
table below. This table is
provided to better assist shareholders in
understanding
the
Compensation Committee’s specific decisions on individual
performance-based compensation relating to the
2022 fiscal year, exclusive
of any benefits or pension or
retirement
related deferred compensation
that is not
performance related.
This table
differs from
the SEC
disclosure
rules reflected
in the
“Summary
Compensation
Table”
primarily
by disclosing
equity
awards
granted
at the
Board’s
February
2023 meeting.
Name
Title/Business
Unit
Annual
Base
Salary
Incentive
Cash
Bonus
Time-
Vested
Equity
Award
Performance-
Based
Equity
Award
Total
Direct
Compensation
Juan C.
Andrade
President
and
CEO
$
1,250,000
$
2,900,000
$
2,375,000
$
2,375,000
$
8,900,000
Mike
Karmilowicz
Executive Vice
President
and
CEO
of
Everest Insurance
®
$
775,000
$
1,070,750
$
875,400
$
399,600
$
3,120,750
Mark
Kociancic
Executive Vice
President
and
Chief
Financial Officer
$
875,000
$
1,273,900
$
1,180,500
$
509,500
$
3,838,900
Sanjoy
Mukherjee
Executive Vice
President
and
General
Counsel, Secretary
$
650,000
$
900,000
$
585,000
$
390,000
$
2,525,000
Jim Williamson
Executive Vice
President, Chief
Operating
Officer
and
Head of
Reinsurance
$
800,000
$
1,167,000
$
940,400
$
419,600
$
3,327,600
Incentive
Cash
Bonus
All
NEOs
were
selected
by
the
Compensation
Committee
at its
February
2022
meeting
to participate
in the
Executive
Incentive
Plan for
fiscal
year 2022.
Under
the Executive
Incentive
Plan,
total
bonus
determination
for a participant
is arrived
at by application
of two independent
components:
(1) Company
financial
performance
criteria and
(2)
individual
performance
criteria.
These components
are further
weighted
60% financial
criteria
and 40%
individual
performance criteria.
For 2022,
the Compensation
Committee
adopted
the 2022
operating
plan
ROE as
the target
financial
performance
metric. Although several shareholders indicated a
preference for multiple financial metrics
to measure performance,
the
Compensation
Committee
believes
that
for
(re)insurance
companies
such
as
Everest
whose
ultimate
success
in
value
creation and sustainability derive from disciplined underwriting, prudent risk management and
careful exposure analysis
in maximizing
capital efficiency,
Operating ROE
is the
key performance
indicator that
ties each
of these
value
components
together. Even as a single measurement metric, Operating ROE provides a holistic measurement of operating
performance
because
Operating
ROE encompasses
the results
of key individual
performance
indicators
including
growth
strategy,
revenue,
loss
ratio,
expense
management
and
combined
ratio.
Further,
it removes
any
short-term
incentive
for management
to maximize
any
one
particular
metric
in a
given
year.
In setting
the Operating
ROE financial
performance criteria
for the
non-equity incentive
compensation, the
Compensation
Committee
determined
that the
targets
were
fair
yet demanding
in consideration
of:
• the
2022
operating
plan,
•
the
average
operating
return
on
equity
achieved
over
several
market
cycles,
•
the
average
operating
return
on equity
among
the
Company
peer
group,
and
• the
fact
that
the
Company
operates
in
an
increasingly
competitive
and
challenging
market
cycle.
In
measuring
the
NEOs’
performance
against
the
target
operating
plan
ROE, the
Compensation
Committee
calculates
an
Adjusted Operating ROE. For purposes of this calculation, the Committee employs a formulaic adjustment to
actual
GAAP Operating
ROE to
more accurately
reflect
a normalized
catastrophe
risk management
measure
over
time and
evaluate the
executive team’s
risk mitigation
strategies.
The formula
adjusts actual
Operating ROE
by
limiting
catastrophe
activity
to 40%
of anticipated
catastrophe
losses
in the
annual
operating
plan
and
60%
of actual
The Company’s Compensation Philosophy and Objectives
66
2023 Proxy
Statement
catastrophe
losses
for the
current
fiscal
year.
Our annual
operating
plan assumes
a “normalized”
level of
natural
catastrophe
losses
as derived
from
a 10,000-year
simulation
of potential
modeled
events,
updated
to quantify
the
growing
impact
of human
contribution
to climate
risk
and the
increased
exposure
factors
associated
with
expected
increased loss
severity
and frequency
from extreme
climate events.
Such a
“normalized” catastrophe
loss level
translates
to a
net
after-tax
Operating
ROE
that
can
range
widely
from
low single
digit
to mid-teens
return
for a
given
year based on competitive market
factors such as interest
rate changes, business mix, market
capacity and the impact
of
alternative
capital.
Utilizing
an adjusted
catastrophe
loss load
in any one year
will reflect,
over the long
term, the
performance
of the
portfolio
relative
to expected
and does
not overly
benefit
compensation
during benign
years
of catastrophe
activity
nor
unduly
penalize
during
extreme
years.
This
method
contemplates
the
fact
that
due
to the
nature
of
catastrophe
events
any
one
year
has
inherent
volatility
and
that
the
catastrophe
load
used
in
setting
targets
is
an average
annualized
amount
expected
over
the
long
term.
Consequently,
over
time
the
long-term
performance
of
the portfolio
relative
to expected
will
be reflected
in the
calculation
of incentive
compensation.
Mr.
Andrade’s
Annual
Cash
Incentive
Goals
and
Compensation
Mr.
Andrade
served
as the
Company’s
President
and
CEO
in 2022,
with
a base
salary
of $1.25
million.
For
the
2022
fiscal
year,
the Compensation
Committee
established
the following
separate
financial
and individual
performance-
based
criteria
for purposes
of establishing
the bonus
award
amount
for Mr.
Andrade
under
the Executive
Incentive
Plan.
Financial
Performance
Goal
Performance
Level
Financial
Performance
Measure
(ROE)
Potential
Maximum
Bonus
Maximum
>=17.4%
$3.5
million
Target
12.4%
220%
of Base
Salary
Threshold
5.4%
50% of
Base Salary
Below Threshold
<5.4%
Zero
As described
above under
the section
entitled
“Executive
Performance
Annual Incentive
Plan”,
the Compensation
Committee considers 60%
of Mr. Andrade’s potential
maximum bonus to
be independently determined based
on the
above tiered
Company Operating
ROE results.
After comparing
the Company’s
2022 fiscal
year results
to
the performance
measures
established
for Mr.
Andrade,
the Compensation
Committee
concluded
that based
on
the Adjusted
Operating
ROE of
11.9%,
Mr.
Andrade’s
maximum
potential
cash bonus
as compared
to target,
was
$1,558,929.
Performance
Measure
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Percentage of
Base Salary
Maximum
Bonus
Resulting
Maximum
Bonus
Potential
Operating
ROE
12.4%
11.9%
60%
$1,558,929
The Compensation
Committee
separately
considered
the 40%
portion
of the maximum
bonus
eligible
to be
earned
based upon
successful
achievement
of individual
goals.
Individual
Performance
Measure
Maximum
Bonus
Potential
40%
of 280%
Base Salary
Bonus
Maximum
$1,400,000
Mr.
Andrade’s
total
resulting
maximum
potential
cash bonus
in consideration
of both
the financial
and individual
performance measures
was as
follows.
Performance
Measure
2022
Plan Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus Potential
Operating
ROE
12.4%
11.9%
$1,558,929
Individual
Performance
$1,400,000
Total
Potential
Cash
Bonus
$2,958,929
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
67
In determining
the final
bonus
and
equity
award,
the Compensation
Committee
took
note
of the
Company’s
strong
risk management and portfolio optimization strategy
under Mr. Andrade’s guidance in
conjunction with his execution
of
responsibilities as CEO. The Committee gave particular consideration to Mr. Andrade’s initiatives to enhance
operational
efficiency
and technology
transformation
throughout
the Company.
In awarding
Mr.
Andrade
a cash
bonus
of $2,900,000,
restricted
share
awards
valued
at $2,375,000
and
PSU
award
target
valued at
$2,375,000,
the Compensation
Committee
recognized
Mr. Andrade’s
exceptional
leadership
in
overseeing execution of the Company’s
long-term core strategic strategy,
managing the Company’s potential
maximum loss
exposure and
protecting our
capital base
by employing
intelligent capital
protection measures
against
unplanned
and outsized
natural
perils, while
deploying
a strategic
vision emphasizing
diversification
of our
business
portfolio.
The
Committee
further
noted
Mr. Andrade’s
leadership
in maintaining
an industry
leading
expense
ratio
while
continuing
to invest
and help
expand
the
Company’s
global
insurance
operations,
including
establishing
new
markets
in
2022
such
as
Singapore
and
Chile. Such
strategies
contributed
to
the
Company’s
positive
financial
results
in
a year
dominated
by significant
industry
catastrophe
activity.
Other
Named
Executive
Officers’
Annual
Cash
Incentive
Goals
and Compensation
For the
2022
fiscal
year,
the Compensation
Committee
established
the following
separate
financial
and individual
performance-based
criteria
under
the
Executive
Incentive
Plan
for purposes
of establishing
the
incentive
cash
bonus
award
amount
for Messrs.
Karmilowicz,
Kociancic,
Mukherjee
and Williamson.
Performance
Level
Financial
Performance
Measure
(Plan
Operating
ROE)
Potential
Maximum
Bonus
for
each
NEO
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Maximum
>=17.4%
200%
Base
Salary
200%
Base
Salary
200%
Base
Salary
200%
Base
Salary
$1,550,000
$1,750,000
$1,300,000
$1,600,000
Target
12.4%
130%
Base
Salary
130%
Base
Salary
130%
Base
Salary
130%
Base
Salary
$1,007,500
$1,137,500
$
845,000
$1,040,000
Threshold
5.4%
25%
Base
Salary
25%
Base
Salary
25%
Base
Salary
25%
Base
Salary
$
193,750
$
218,750
$
162,500
$
200,000
Below
Threshold
<5.4%
Zero
$
0
Zero
$
0
Zero
$
0
Zero
$
0
The Compensation Committee
considers 60% of each
NEO’s potential maximum
bonus to be
independently
determined
based
on
the
above
tiered
Company
ROE
results. After
comparing
the
Company’s
2022
fiscal
year
results
to
the performance measures established, the Compensation Committee
concluded that based on the
Adjusted
Operating
ROE of
11.9%,
each
NEO’s
maximum
potential
cash
bonus
in consideration
of the
financial
performance
goal was as
shown in the
table below:
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Financial
Performance
Measure
(ROE)
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
60.0%
12.4%
11.9%
$569,625
$643,125
$477,750
$588,000
The Company’s Compensation Philosophy and Objectives
68
2023 Proxy
Statement
The
Compensation
Committee
separately
considered
the
40%
portion
of the
maximum
bonus:
Individual
Performance
Measure
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
40%
of 200%
Base Salary
Bonus
Maximum
$620,000
$700,000
$520,000
$640,000
The
NEOs
total
resulting
maximum
cash
bonus
was
as
follows:
Mike
Karmilowicz
Mark
Kociancic
Sanjoy
Mukherjee
Jim
Williamson
Performance
Measure
2022
Plan
Operating
ROE
(Target)
2022
Adjusted
Operating
ROE
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Resulting
Maximum
Bonus
Potential
Operating
ROE
12.4%
11.9%
$
569,625
$
643,125
$477,750
$
588,000
Individual
$
620,000
$
700,000
$520,000
$
640,000
Total
Maximum
Bonus
$1,189,625
$1,343,125
$997,750
$1,228,000
Mr. Karmilowicz’s
Compensation
A key member
of the Everest
Insurance executive team since
joining the Company in
2015, Mr. Karmilowicz served
as
the
Company’s
Executive
Vice
President
and President
and CEO
of the
Insurance
Division
in 2022,
with
a base
salary
of
$775,000. In awarding
Mr. Karmilowicz
a cash
bonus of
$1,070,750, restricted
share awards
valued at
$875,400 and
2022
PSU award
target
valued
at $399.000,
the
Compensation
Committee
recognized
Mr.
Karmilowicz’s
leadership
in managing
several
U.S.
and global
lines
of business
and overall
responsibility
for the
successful
management
of
Everest’s
global
Insurance
Division
results
in 2022.
Mr.
Kociancic’s
Compensation
A key member
of the Company’s
executive team,
Mr. Kociancic
served as
the Company’s
Executive Vice
President and
Group
Chief
Financial
Officer
with
a base
salary
of $875,000.
In awarding
Mr.
Kociancic
a cash
bonus
of $1,273,900,
restricted
share
awards
valued
at $1,180,500
and 2022
PSU award
target
valued
at $509,500,
the Compensation
Committee
recognized
Mr. Kociancic’s
leadership
in managing
the financial
functions
of the
Company
including
financial
reporting,
investments,
accounting,
budgeting
and tax
planning
and expense
management.
Mr.
Mukherjee’s
Compensation
A key
member
of the
Company’s
executive
team since
joining
the Company
in 2000,
Mr. Mukherjee
served
as the
Company’s
Executive
Vice President,
General
Counsel,
Chief Compliance
Officer
and Corporate
Secretary
in 2022,
with a base salary
of
$650,000. In awarding Mr.
Mukherjee a cash bonus of
$900,000, restricted share awards valued at
$585,000 and
2022 PSU
award target
valued at
$390,000,
the Compensation
Committee recognized
Mr. Mukherjee’s
leadership in overseeing the Company’s
global legal operations and compliance responsibilities including overseeing
the
Company’s
ESG
initiatives,
managing
all
external
litigations
against
the Company
as well
as providing
guidance
and
obtaining
regulatory
approvals
on structuring
the
Company’s
global
expansion
strategy.
Mr.
Williamson’s
Compensation
A key
member
of the
Company’s
executive
team,
Mr. Williamson
served
as the
Company’s
Group
Chief
Operating
Officer and Head
of Reinsurance with
a base salary
of $800,000. In awarding Mr.
Williamson a cash bonus
of $1,167,000,
restricted
share awards
valued at
$940,400 and
2022 PSU award
target valued
at $419,600,
the Compensation
Committee
recognized
Mr. Williamson’s
leadership
in serving
as Group
Chief Operating
Officer
and simultaneously
as
Head
of
the
Everest
Reinsurance
Division, while
profitably
growing
a
balanced
and
diversified
reinsurance
portfolio.
Other
Forms
of Compensation
Apart
from the
salary,
bonus and
long-term
compensation
components
discussed
above,
all employees
including
executive
officers
receive
other
forms
of compensation
from
the Company.
That
compensation
includes
Company-
paid term life insurance, partially subsidized
medical and dental plan, Company-paid
disability insurance and
participation in a Company-sponsored 401(k) employee savings plan. Certain executives also participate in a
Supplemental Savings Plan.
The Company’s Compensation Philosophy and Objectives
2023 Proxy
Statement
69
Clawback
Policy
The
Company
has a
clawback
policy
covering
current
and former
employees,
including
Named
Executive
Officers.
The policy provides for forfeiture and repayment of any incentive-based compensation (including vested and
unvested
equity
awards)
granted
or paid
to an
individual
during
the period
in which
he or
she engaged
in material
willful
misconduct,
including
but not
limited
to fraudulent
misconduct.
The policy
also
requires
the repayment
and
termination
of payments
and
benefits
provided
to
such
individual
pursuant
to any
severance
or
similar
agreement.
The Company
is in the
process
of reviewing
and updating
the Clawback
Policy
to satisfy
the requirements
of Rule
10D-1 adopted by
the SEC on
October 26, 2022
consistent with
Section 10D added
to the Exchange
Act as part
of the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
of
2010.
New
Rule
10D-1
directs
the
national
securities
exchanges to establish
listing standards that
prohibit the listing
of any security of
a company that
does not adopt
and
implement
a written
policy
requiring
the
recovery,
or “clawback,”
of certain
incentive-based
executive
compensation.
The Company
will adopt
such new
compliant
clawback
policy
no later
sixty
days
following
the date
that the
NYSE
publishes
final
listing
standards
as
required
by
Rule
10D-1,
which
is
expected
to be
later
this
year.
Perquisites
and
Other
Benefits
When deemed
appropriate,
the Company
provides
Named Executive
Officers
with perquisites
and other
personal
benefits
that
are
reasonable
and
consistent
with
the
overall
compensation
plan
and
the
philosophy
of attracting
and
retaining
key employees.
The Compensation
Committee
periodically
reviews
these
awards
of perquisites
and other
benefits.
Tax
and
Accounting
Implications
Section
162(m)
of the
Code
limits
the deductibility
of annual
compensation
in excess
of $1 million
paid
to “covered
employees”
of the
Company
with
some
limited
exceptions
for compensation
paid
pursuant
to certain
arrangements
in place
on November
2, 2017.
For 2018
and after,
our covered
employees
will
generally
include
anyone
who (i)
is
the
CEO
or chief
financial
officer
at any
time
during
the
year,
(ii)
was
one
of the
other
Named
Executive
Officers
who
was an
executive
officer
as of
the last
day of
the fiscal
year and
(iii)
was a
covered
employee
for any
previous
year
after 2016.
As with
prior years,
although
the Compensation
Committee
will consider
deductibility
under
Section
162(m)
with
respect
to the
compensation
arrangements
for executive
officers,
deductibility
will not
be the
sole factor
used in
determining
appropriate
levels
or methods
of compensation.
The
Compensation
Committee
considers
many
factors
when
designing
its compensation
arrangements
in addition
to the
deductibility
of the compensation
and maintains
the flexibility
to grant
awards
or pay
compensation
amounts
that
are
non-deductible
if they
believe
it is
in the
best
interest of
our Company
and our
shareholders.
It is
the Compensation
Committee’s objective
to have
its U.S.
tax-paying executives
not be
subject to
penalties under
Code Section
409A
(“§409A”).
Accordingly,
all applicable
compensation
and benefit
programs
have been
amended
and are
administered in
accordance with
§409A.
The foregoing
provides
a general
overview
of the
Company’s
philosophy
on executive
compensation.
The tables
contained in
the subsequent
sections attribute
specific dollar
values to the
various aspects
of executive
compensation
previously
discussed.
Compensation of Executive Officers
70
2023 Proxy
Statement
COMPENSATION OF
EXECUTIVE OFFICERS
The following
table sets
forth compensation
paid or
accrued to
the Company’s
Named Executive
Officers who
served
during fiscal
year 2022
(collectively, the
“Named Executive
Officers or
NEOs”). The
principal position
listed under
the
name
of each
officer
is as
of December
31,
2022.
Further,
as noted
above,
Sanjoy
Mukherjee
will
be departing
the
Company effective
April 21,
2023.
2022 SUMMARY COMPENSATION TABLE
Stock
Awards
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(3)
Name
and
Principal
Position
Year
Salary
Bonus
Restricted
Stock
Awards
(1)
Performance
Share Unit
Awards
(2)
Non-Equity
Incentive
Plan
Compensation
All
Other
Compensation
Total
Juan C. Andrade
CEO
and
President
2022
$
1,250,000
$
—
2,125,822
2,125,822
$
2,900,000
$
—
$
704,555
$
9,106,199
2021
1,250,000
—
2,000,902
$
2,000,902
3,000,000
—
614,322
8,866,126
2020
1,298,077
—
1,876,272
1,876,272
2,500,000
—
512,591
8,063,212
Mike Karmilowicz
Executive Vice
President
and CEO
of Everest
Insurance®
2022
$
749,154
$
—
$
809,621
$
404,057
$
1,070,750
$
—
$
234,808
$
3,268,390
2021
660,000
667,371
328,235
1,060,800
163,874
2,880,280
Mark Kociancic
Executive Vice
President and
Chief
Financial
Officer
2022
$
875,000
$
—
1,059,896
$
529,194
$
1,273,900
$
—
$
376,631
$
4,114,621
2021
875,000
—
993,184
495,381
1,401,400
—
285,175
4,050,140
2020
201,923
—
$
5,000,048
—
500,000
—
89,743
5,791,714
Sanjoy
Mukherjee
Executive Vice
President, General
Counsel and
Secretary
2022
$
650,000
$
—
$
615,131
$
410,088
$
900,000
$
(600,167)
$
213,188
$
2,188,240
2021
641,231
—
585,010
390,006
975,000
81,008
146,004
2,818,259
2020
632,307
—
478,075
318,717
700,000
724,858
138,885
2,992,842
Jim Williamson
Executive Vice
President, Chief
Operating
Officer and
Head of
Reinsurance
2022
$
801,923
$
—
$
851,836
$
425,164
$
1,167,000
$
—
$
284,018
$
3,529,941
2021
702,167
703,707
347,614
1,210,000
—
216,735
3,180,223
(1) The amounts are
the aggregate
grant date
fair value for
restricted awards
granted during
2022 computed
in accordance
with FASB
ASC Topic
718.
Restricted
shares
vest
at the
rate
of 20%
per year
over
five
years.
(2)
The amounts
are the
aggregate
grant
date
fair value
for performance
share
unit awards
granted
during
2022 computed
in accordance
with FASB
ASC
Topic
718,
at the target
achievement
percentage
(100%).
The performance
achievement
factor
can range
between
0% and 175%
of the target
grant. If the participants achieved the maximum
performance achievement factor, the
value of the performance share
unit grants would be as follows:
Mr. Andrade $3,720,188; Mr. Karmilowicz $707,100; Mr. Kociancic $926,089;
Mr. Mukherjee $717,653 and Mr. Williamson $744,038.
(3) Represents the
aggregate change
in the
present value
of the officers’
accumulated benefit
under the qualified
and supplemental
pension plans
from
December 31, 2021
to December 31,
2022. Earnings
on the Supplemental
Savings Plan are
not included as
they are invested
in the same
investment
offerings
as the
qualified
savings
plan
and are
not preferential.
Compensation of Executive Officers
2023 Proxy
Statement
71
For
the
Named
Executive
Officers,
the
2022
amount
in
the
All
Other
Compensation
column
include:
Andrade
Karmilowicz
Kociancic
Mukherjee
Williamson
Life
insurance
premiums
$
1,345
$
1,345
$
1,335
$
1,345
$
1,345
Employer
Matching
Contributions
(Qualified
and
Non-qualified)
37,501
22,475
26,251
19,501
23,308
Dividends
on
Restricted
Shares
252,197
44,681
146,438
50,528
60,059
Employer
Discretionary
Contribution
(4)
340,000
126,697
159,349
105,600
119,216
Umbrella
insurance
premiums
611
611
611
611
611
Car
Allowance
12,000
—
12,000
—
12,000
Stipend
(5)
—
—
—
—
35,500
Executive
Physical
11,000
11,000
0
11,000
11,000
Executive
LTD
49,901
27,999
30,647
24,603
20,979
Total:
704,555
234,808
376,631
213,188
284,018
(4) Messrs. Andrade, Kociancic, Williamson and Karmilowicz
are not participating in the Retirement Plan or Supplemental Retirement
Plan and
instead receive
an additional
qualified plan
contribution
pursuant to
the revision
of the
Company’s
Savings Plan
that
is
applicable
to those
employees
hired
after
April
1,
2010.
(5) The
amount reported
for Mr.
Williamson includes
portions of
the $100,000
cash stipend
paid for
taking on
additional responsibilities
as Head of Reinsurance
in May 2021. Mr. Williamson received
stipend payments totaling
$64,500 in 2021 and the
remainder of the
stipend
payments
($35,500)
in early
2022.
Grants
of Plan-Based
Awards
The
following
table
sets
forth
certain
information
concerning
equity
and cash
awards
granted
under
the
Company’s
Stock Incentive
Plan and
the Executive
Performance Annual
Incentive Plan
during 2022
to the
Named Executive
Officers.
2022 GRANTS OF PLAN-BASED
AWARDS
Estimated Future
Payouts Under
Non-Equity Incentive
Plan
Awards
(1)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
Restricted
Stock
Awards
Number
of Shares
(2)
Grant Date
Fair Value
of Stock
Awards
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
(4)
Maximum
(3)
Restricted
Stock
Awards
(3)
PSU
Awards
(6)
Juan C.
Andrade
2/23/2022
—
2,750,000
3,500,000
—
7,050
12,338
7,050
2,125,822
2,125,822
Mike
Karmilowicz
2/23/2022
—
1,007,500
1,550,000
—
1,340
2,345
2,685
809,621
404,057
Mark
Kociancic
2/23/2022
—
1,137,500
1,750,000
—
1,755
3,071
3,515
1,059,896
529,194
Sanjoy
Mukherjee
2/23/2022
—
845,000
1,300,000
—
1,360
2,380
2,040
615,131
410,088
Jim
Williamson
2/23/2022
—
1,040,000
1,600,000
—
1,410
2,468
2,825
851,836
425,164
(1) Potential awards
to be made pursuant to the Executive
Performance Annual Incentive
Plan. The actual award
is shown in the “Non-
Equity
Incentive
Compensation
Plan”
column
of the
Summary
Compensation
Plan
table.
(2) This column shows the number of restricted shares granted in 2022 to the Named Executive Officers pursuant to the 2020
Stock
Incentive Plan for grants made
on February 23, 2022. Restricted shares
vest at the rate of 20% per year over
five years. During the
restricted
period,
quarterly
dividends
are paid
to the
Named
Executive
Officer.
Compensation of Executive Officers
72
2023 Proxy
Statement
(3) The
grant
date
fair
value
of
each
equity
award
calculated
in
accordance
with
FASB
ASC
Topic
718.
(4) This column
shows the number of performance share units outstanding
on December 31, 2022 for each Named Executive
Officers
pursuant to the
2020 Stock Incentive Plan,
assuming achievement at the target
level (100%). Performance share units vest
100%
after
three years.
(5) This column
shows the number of performance share units outstanding
on December 31, 2022 for each Named Executive
Officers
pursuant
to the
2020
Stock
Incentive
Plan,
assuming
achievement
at the
maximum
level
(175%).
Performance
share
units
vest
100% after
three years.
(6) The
grant
date
fair
value
of
each
equity
award
calculated
in
accordance
with
FASB
ASC
Topic
718.
OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END 2022
Stock Awards
(1)
Restricted Stock Awards
PSU
Awards
Name
Number
of Shares
or
Units of Stock That
Have
Not
Vested
(1)
Market
Value
of
Shares or Units
of
Stock That
Have
Not Vested
(2)
Equity Incentive
Plan Awards:
Number
of
Unearned
Shares, Units or
Other Rights
That
Have
Not
Vested
(1)
Equity Incentive
Plan Awards:
Market or
Payout Value
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(2)
Juan C.
Andrade
33,072
$10,955,761
16,482
$5,459,827
Mike
Karmilowicz
6,874
$
2,277,150
2,945
$
975,673
Mark
Kociancic
19,395
$
6,424,982
4,095
$1,356,551
Sanjoy
Mukherjee
7,325
$
2,426,553
3,194
$1,057,994
Jim Williamson
8,425
$
2,790,950
3,108
$1,029,587
(1) Restricted
shares vest at the
rate of 20% annually
over a five-year period.
Grant dates for
the restricted shares
are as shown in
the
table that follows:
(2) Determined by multiplying the NYSE December 31, 2022 closing price
of $331.27 by the
number of outstanding restricted share
awards
or
by
the
number
of both
unvalued
and
unvested
performance
share
unit
awards.
Compensation of Executive Officers
2023 Proxy
Statement
73
Grant
Date
2/21/2018
2/27/2019
9/18/2019
11/19/2019
2/26/2020
11/18/2020
2/23/2021
2/23/2022
Juan C.
Andrade
Restricted
Share
Awards
—
—
15,352
—
4,062
—
6,608
7,050
PSU Awards
—
—
—
—
6,770
—
8,260
7,050
Mike
Karmilowicz
Restricted
Share
Awards
331
718
—
—
936
—
2,204
2,685
PSU Awards
—
—
—
—
780
—
1,355
1,340
Mark
Kociancic
Restricted
Share
Awards
—
—
—
—
—
12,600
3,280
3,515
PSU Awards
—
—
—
—
—
—
2,045
1,755
Sanjoy
Mukherjee
Restricted
Share
Awards
342
774
—
1,202
1,035
—
1,932
2,040
PSU Awards
—
—
—
—
1,150
—
1,610
1,360
Jim Williamson
Restricted
Share
Awards
—
—
—
—
—
3,276
2,324
2,825
PSU Awards
—
—
—
—
—
—
1,435
1,410
Share
Option
Exercises
and
Shares
Vested
The following
table
sets
forth
certain
information
concerning
the number
and value
of vested
shares
at the
end of
2022
held
by
the
Named
Executive
Officers. The
Named
Executive
Officers
do
not
hold
any
outstanding
stock
options.
SHARES VESTED
Share Awards
(PSU
Grants)
Share Awards (Restricted
Stock)
Name
Number
of Shares
Acquired
on
Settlement
Value Realized
Settlement
(1)
Number
of Shares
Acquired
on
Vesting
Value
Realized
on
Vesting
(2)
Juan C.
Andrade
—
—
10,682
$3,068,732
Mike
Karmilowicz
—
—
1,853
$
555,748
Mark
Kociancic
—
—
5,020
$1,599,911
Sanjoy
Mukherjee
1,269
$348,172
2,509
$
766,009
Jim Williamson
—
—
1,673
$
526,881
(1) Amount
reflects
the
aggregate
market
share
value
on
the
day
of
settlement
of
the
performance
share
unit
award.
(2) Amount
reflects
the
aggregate
market
share
value
on
the
day
that
the
restricted
shares
vest.
Retirement
Plan
Mr. Mukherjee
participated in
the Everest
Reinsurance Company
Retirement Plan (the
“Retirement Plan”)
and in
the
Supplemental
Retirement
Plan
(the
“Supplemental
Plan”),
both
of which
are defined
benefit
pension
plans.
The
Retirement Plan
and Supplemental
Plan were both
closed to
new employees
as of April
1, 2010. Additionally,
effective
January
1, 2018,
accrued
benefits
under
the
Supplemental
Retirement
Plan
were
frozen
for
the
participating
NEOs
in
that plan
as of
December 31,
2017.
A participant’s
“final
average
earnings”
under
the
Retirement
Plan
will
be his
or her
average
annual
“earnings”
under
the plan
during the
72 consecutive
months of
continuous service
in which
the participant
received the
greatest
amount
of earnings
out
of
the
final
120
months
of continuous
service.
For
this
purpose,
“earnings”
generally
include
the
participant’s
base
salary,
cash
bonus
payments
under
the
Executive
Incentive
Plan
and,
for
participants
who
held
Compensation of Executive Officers
74
2023 Proxy
Statement
positions
equivalent
to or
senior
to that
of department
vice president
when that
position
existed,
cash payments
under the
Company’s
Annual Incentive
Plan.
“Earnings”
does not
include
any other
compensation
set forth
in the
Summary Compensation Table.
Final
average
earnings
will
be determined
under
the
Supplemental
Plan
in the
same
manner
as under
the
Retirement
Plan, except that a participant’s earnings are not subject to the limitations under the Internal Revenue Code.
“Continuous
service” under
the Retirement
Plan and Supplemental
Plan will
be the number
of years and
months
worked
for
Everest
Re and
certain
affiliates,
including
during
the
period
of affiliation
with
Prudential.
The
table
below
shows
the present
value
of accumulated
benefits
payable
to each
of the
Named
Executive
Officers
determined
using interest
rate and
mortality
rate assumptions
consistent
with those
in the Company’s
financial
statements
and
the
number
of
years
of service
credited
to each.
A participant
becomes
vested
in the
Supplemental
Plan
upon
reaching
five
years
of service,
retirement
at age
65 or
upon
a Change
of Control.
If a participant
leaves
the
Company
prior
to becoming
vested
in the
Supplemental
Plan,
he receives
no benefits.
2022 PENSION
BENEFITS TABLE
Name
Plan Name
Number
of
Years
Credited
Service
Present
value
of Accumulated
Benefit
Payments
During
Last
Fiscal
Year
Juan C.
Andrade
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Mike
Karmilowicz
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Mark
Kociancic
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
Sanjoy
Mukherjee
Retirement
Plan
22.5
1,065,291
—
Supplemental
Plan
2,955,364
—
Jim Williamson
Retirement
Plan
N/A
—
—
Supplemental
Plan
—
—
(1)
The
table
employs
the
discount
rate
of 5.25%
on December
31,
2022
and
2.86%
on December
31,
2021
for
the
Retirement
Plan
and
pre-retirement
Supplemental
Plan.
Post
retirement,
the
Supplemental
Plan
discount
rate
is 5%
for
both
years.
The Mortality Table used for 12/31/2022
is the Pri-2012 White Collar Table with Scale MP-2021 for the
Retirement Plan projected to
executive’s
assumed
retirement
age. Updated Table
417(e)
Mortality
is
used
for
the
Supplemental
Plan
post-retirement
projected
to
executive’s
assumed
retirement
age.
For 12/31/2021, the Mortality Table used is the Pri-2012 White Collar Table with Scale MP-2021 for the Retirement Plan projected
to
executive’s
assumed
retirement
age. Updated Table
417(e)
Mortality
is
used
for
the
Supplemental
Plan
post-retirement
projected
to
executive’s
assumed
retirement
age.
The payment
form assumes
50% Joint
and Survivor
for the
Retirement
Plan
(wives
assumed
to be 4
years
younger
than their
husbands)
unless final
benefit election
has already
been made
and single
life annuity
for the Supplemental
Plan at earliest
unreduced retirement age.
The Assumptions
for the
2022 calculations
related to
Retirement Plan
and the pre
-retirement Supplemental
Plans are
the same
as
those
used
in the
FAS
ASC 715
disclosure
report
for year
ending
December
31,
2022.
The information above has
been developed assuming
that the participants will
retire at the earliest age at which
they would receive
an unreduced
benefit.
Mr. Mukherjee
is eligible
to receive
an unreduced
benefit
under the
Retirement
Plan at
age 63
and 10
months
and at
age 60
under
the Supplemental
Retirement
Plan.
Employees
hired
after
April
2010
do not
accrue
benefits
in the
Defined
Benefit
Plan.
As of
December
31, 2017,
accruals
in the
Supplemental
Retirement
Plan
were
frozen.
Participants
receive
a non-elective
contribution
in the
Supplemental
Savings
Plan.
Compensation of Executive Officers
2023 Proxy
Statement
75
2022 NON-QUALIFIED
DEFERRED COMPENSATION
TABLE
The 2022
Non-qualified
Deferred
Compensation
Table
shows
information
about
the Supplemental
Savings
Plan
(1)
and Deferred
Bonus and
Salary Contribution
Plan
Name
Executive
Contributions
in
Last
Fiscal
Year
(2)
Registrant
Contributions
in
Last
Fiscal
Year
(2)
Aggregate
Earnings in
Last
Fiscal
Year
Aggregate
Withdrawal/
Distributions
Aggregate
Balance at
Last
Fiscal
Year-End
(3)
Juan
C. Andrade
Everest
Re Supplemental
Savings Plan
28,350
343,950
14,054
—
967,477
Non-qualified
deferred
bonus and salary
contribution plan
Mike
Karmilowicz
Everest
Re Supplemental
Savings Plan
13,325
118,672
(29,704
)
—
299,365
Non-qualified
deferred
bonus and salary
contribution plan
Mark
Kociancic
Everest
Re Supplemental
Savings Plan
17,100
155,098
(30,009
)
—
266,661
Non-qualified
deferred
bonus and salary
contribution plan
227,640
27,661
255,301
Sanjoy
Mukherjee
Everest
Re Supplemental
Savings Plan
10,350
115,950
(165,345
)
—
673,960
Non-qualified
deferred
bonus and salary
contribution plan
113,750
(5,047
)
108,704
Jim
Williamson
Everest
Re Supplemental
Savings Plan
14,158
115,073
(20,581
)
—
192,197
Non-qualified
deferred
bonus and salary
contribution plan
288,616
78,392
367,007
(1)
The
Supplemental
Savings
Plan
has the
same
investment
elections
as the
Company’s
401(k)
plan
and is
designed
to allow
each
participant to contribute a percentage of
his base salary and receive a company match beyond the contribution limits prescribed
by
the Code
with regard to
401(k) plans. When
the annual IRS
401(a) (17) compensation maximum is
reached under the
qualified
savings
plan,
eligible
employees
may
contribute
to
the
Supplemental
Savings
Plan
which
allows
for
up
to
a
3%
employee
contribution
and a 3%
company
match
plus
an additional
discretionary
contribution
by the
Company.
Withdrawal
is permitted
only upon cessation
of employment.
(2) All
of
the
amounts
reported
in
this
column
are
included
in
the
2022
Summary
Compensation
Table
as
applicable.
(3) The
amounts
reported
in
this
column
represent
the
aggregate
balances
from
the
Everest
Re
Supplemental
Savings
Plan.
Pay Versus Performance Disclosure
76
2023 Proxy
Statement
PAY
VERSUS PERFORMANCE DISCLOSURE
As required
by Section
953(a)
of the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
Item
402(v)
of Regulation S-K,
we are providing the
following information
regarding the relationship
between compensation
actually
paid
to our
Named
Executive
Officers
and the
Company’s
financial
performance.
Pay
Versus
Performance
Table
The table
below
reflects
information
on compensation
both
as reported
in the Summary
Compensation
Table (“SCT
Total Pay”) and
as “compensation
actually
paid”
(or “CAP”)
for the
applicable
fiscal
year for our
principal
executive
officer
(“PEO”)
and
for all
of our
other
named
executive
officers
(“Non-PEO
NEOs”)
(as
an average
for such
year for
the Non-PEO NEOs),
accompanied
by total shareholder
return (TSR) and
Net Income metrics,
as well as Adjusted
Operating
ROE (the Company-selected
measure).
Adjusted Operating
ROE was selected
as the most
relevant and
important
measure
in the
relationship
of
compensation
actually
paid to
NEOs
relative
to
2022 Company
performance.
Adjusted Operating ROE is a
relevant measure in our short-term and long-term
incentive plans for our Named
Executive Officers.
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs ($)
22
Average
Compensation
Actually
Paid to
Non-PEO
NEOs ($)
Value for Initial Fixed $100
Investmetn13 Based on:
Year
Summary
Compensation
Table
Total for
PEO($)
11
Compensation
Actually
Paid to
PEO ($)
12
Total
Shareholder
Return ($)
15
Peer Group
Total
Shareholder
Return($)
16
Net
Income ($)
Adjusted
Operating
ROE (%)
14
2022
9,106,199
12,022,513
3,275,300
4,098,149
128.89
151.65
597,000,000
11.9
2021
8,866,126
10,939,500
3,185,203
3,763,486
104.19
127.58
1,379,000,000
14.3
2020
8,063,212
5,604,559
3,209,042
2,323,534
86.94
106.96
514,000,000
8
The following
table details
the adjustment
to the SCT
Total Pay for our PEO to
determine
the CAP
as computed
in
accordance
with
Item
402(v).
Amounts
do not
reflect
actual
compensation
earned
by or paid
to our
NEOs
during
the
applicable
year. The
PEO did
not participate
in any
defined
benefit
pension
plan.
11
Juan C. Andrade
served
as
the
Principal
Executive
Officer
(“PEO”)
of
Everest
for
all
applicable
years
in
this
table.
12
The non-PEO
Named Executive
Officers (“NEOs”)
for 2020 include
John Doucette,
Craig Howie,
Mark Kociancic,
Sanjoy Mukherjee
and Jonathan
Zaffino; for
2021 include: John Doucette, Mike
Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; and for
2022 include: Mike
Karmilowicz,
Mark
Kociancic,
Sanjoy
Mukherjee
and Jim
Williamson.
13
Assumes
$100
invested
on
12/31/19
in
Everest
common
stock,
including
reinvestment
of
dividends.
14
Adjusted Operating ROE
adjusts actual operating ROE by limiting catastrophe activity to 40% of anticipated catastrophe losses in the annual operating
plan and 60% of
actual catastrophe losses for the
current fiscal year.
For 2021 and 2022, the ratio for determining
Adjusted Operating ROE was 50%
anticipated
catastrophe
losses
in
the
operating
plan
and
50%
actual
catastrophe
losses
for the
respective
fiscal
years.
15
For purposes of Everest’s
Pay Versus Performance
Disclosure section, cumulative Total
Shareholder Return is defined
as the change in the total dollar
value
of a given
security
or entire
portfolio
of securities,
over
some
period
of time,
assuming
$100
dollars
of initial
investment. Total
returns
reflect
changes in stock price as well as
all distributions or dividends paid to shareholders. The procedure for calculating an index begins with calculating total
returns for each individual company in the index.
The total return of each company in the index is
calculated by multiplying the closing price of a share
by the ending shares held, based on a
$100 initial investment.
Any
dividends paid are reinvested by
dividing the dividend per
share by the stock
price
on ex-dividend
date,
then
adding
the
additional
new
shares
to the
beginning
shares.
Each
company’s
total
return
is then
weighted
for each
period
based on its market capitalization at the beginning of the period, relative to
the market capitalization of
the entire group.
The market capitalization is
determined
by multiplying
the
price
by the
shares
outstanding
for
each
period. The
sum
of the
weighted
returns
results
in a weighted
average
total
return for each
period. Total
Shareholder Return
in all other sections
of
this proxy refers
to Everest’s
Investor Day
definition, defined as
annual growth
in Book
Value Per
Share
(excluding
Unrealized
Gains
and Losses
on Fixed
Maturity
investments)
plus
Dividends
Per Share.
16
The
S&P
Insurance
(Property
and
Casualty)
Index
is
used
as
Everest’s
peer
group
for
purposes
of
the
pay
versus
performance
disclosure
.
Pay Versus Performance Disclosure
2023 Proxy
Statement
77
PEO
SCT
TOTAL PAY TO
CAP
RECONCILIATION
Fiscal Year
2020
2021
2022
SCT Total
$8,063,212
$8,866,126
$9,106,199
– Grant Date Fair Value
of Stock Awards Granted in Fiscal Year
$(3,752,544)
$(4,001,805)
$(4,251,644)
+ Fair Value at Fiscal Year
-End of Outstanding Unvested Stock Awards
Granted in Fiscal Year
$3,169,579
$4,525,158
$4,670,907
± Change in Fair Value of Outstanding Unvested
Stock Awards Granted in
Prior Fiscal Years17
$(1,312,596)
$1,402,574
$2,354,332
± Change
in Fair
Value
as of
Vesting
Date of
Stock Awards
Granted
in Prior
Fiscal Years
for Which
Applicable Vesting
Conditions Were
Satisfied During
Fiscal Year18
$(563,092)
$147,447
$142,718
Compensation Actually Paid
$5,604,559
$10,939,500
$12,022,513
The following table details the adjustment
to the SCT
Total Pay
as the average for our other NEOs to
determine
“compensation
actually paid”
as computed
in accordance
with Item
402(v) for
the other
NEOs. Amounts
do not
reflect
actual
compensation
earned
by or
paid to
our NEOs
during
the applicable
year.
NEO
AVERAGE
SCT
TOTAL PAY TO CAP
RECONCILIATION
Fiscal Year
2020
2021
2022
Average SCT Total
$3,209,042
$3,185,203
$3,275,300
– Grant Date Fair Value
of Stock Awards Granted in Fiscal Year
$(1,799,573)
$(1,164,932)
$(1,276,247)
+ Fair Value at Fiscal Year
-End of Outstanding Unvested Stock
Awards Granted in Fiscal Year
$1,455,572
$1,317,281
$1,402,100
± Change in Fair Value of Outstanding Unvested
Stock Awards
Granted in Prior Fiscal Years19
$(236,502)
$362,214
$563,880
± Change in Fair Value
as of Vesting Date
of Stock Awards Granted
in Prior Fiscal Years
for Which Applicable Vesting
Conditions Were
Satisfied During Fiscal Year20
$(95,518)
$49,873
$114,067
– Change in Actuarial Present Value of Accumulated Benefit
Under Defined Benefit Pension Plan
$(235,821)
$(16,202)
21
N/A
+ Service cost and prior service cost
$26,334
$30,048
$19,050
Average Compensation Actually Paid
$2,323,534
$3,763,486
$4,098,149
17
Difference
between
Fair
Value
from
End
of
Prior Year
to
End
of
Current Year
18
Difference
between
Fair Value
from
End
of
Prior Year
to Vesting
Date
19
Difference
between
Fair
Value
from
End
of
Prior Year
to
End
of
Current Year
20
Difference
between
Fair Value
from
End
of
Prior Year
to Vesting
Date
21
In
2021, the
change
in
actuarial
present
value
was
negative
$11,030
for
Mr. Doucette
and
$81,008
for
Mr. Mukherjee. Under
the
rule, the
change
in
actuarial
present
value
is
deducted
only
if the
value
is positive.
Thus,
only
Mr. Mukherjee’s
value
was
incorporated
into
the
calculation.
22
The change
in actuarial
present
value
for Mr.
Mukherjee
was negative
$600,167
in 2022.
Under
the rule,
the change
in actuarial
present
value
is deducted
only
if
the
value
is positive.
Thus,
this
value
was not
incorporated
into the
calculation.
Pay Versus Performance Disclosure
78
2023 Proxy
Statement
Relationship
Between
Compensation
Actually
Paid
and Financial
Performance
Measures
The
following
graphs
further
demonstrate
the
relationship
between
the
compensation
actually
paid
and
performance
measures
that
are included
in the
preceding
pay versus
performance
tabular
disclosure.
Comparison
of 3
Year Cumulative
TSR
Everest
Re Group,
Ltd.
versus
S&P Property
& Casualty
Insurance
Compensation Actually Paid (“CAP”) versus Cumulative Total Shareholder Return
(“TSR”)
Pay Versus Performance Disclosure
2023 Proxy
Statement
79
Compensation Actually Paid (“CAP”) versus Net Income
Compensation
Actually
Paid
(“CAP”)
versus
Adjusted
Operating
ROE
Tabular
Disclosure of
the Most
Important Measures Linking
Compensation Actually Paid
in 2022 to
Company
Performance
Below is an
unranked list
of the Company’s
most important
financial
performance
measures used
to link the
PEO
and NEOs’
compensation actually
paid to
Company performance
for 2022.
For further
information regarding
these financial
performance
measures
and their function
in our executive
compensation
program, please
see the
Compensation
Discussion
and
Analysis
section
above.
Pay Versus Performance Disclosure
80
2023 Proxy
Statement
Adjusted Operating ROE
Combined Ratio
Operating Expense Ratio
Total Shareholder Return (as defined at Everest’s Investor Day
23
)
Gross Written Premium Annual Growth Rate
CEO
PAY
RATIO
DISCLOSURE
Fiscal
Year
2022
2022
Employee
Median
Employee
CEO
Annual
Base Salary
$ 136,000
$
1,250,000
Bonus Paid
March
2023
$
12,000
$
2,900,000
Res
Share
Value
Granted
Feb. 2022
$
0
$
2,125,000
Perf
Share
Target
Value
Granted
Feb. 2022
$
0
$
2,125,000
Pension
Value
and
Nonqualified
Deferred
Comp
Earnings
PY 2022
$
0
$
0
All
Other
Compensation
PY 2022
$
15,052
$
704,555
Total
Comp
$ 163,052
$
9,104,555
In 2022,
the
ratio
of the
total
annual
compensation
of our
CEO
to the
median
compensation
of our
employees
was
55.83 to one.
Methodology
•
Date
selected
to determine
employee
population
for
purposes
of
identifying
the median
employee–
December
1,
2022.
•
Median
employee
identified
using
Total
Compensation,
which
includes
base
salary,
bonus
and
stock
awards
(if
any),
as
well as
any other
compensation.
• Employees
from
all
Everest
locations
included
in
calculation
to
identify
median.
• Salaries,
bonuses
and
stock
for
non-US
employees
converted
to
USD
(12/1/2022
conversion
rates).
• Salaries
for
part-time
employees
annualized
to
a
full-time
equivalent.
•
Annual
salary,
bonus
and
stock
target
amounts
were
included
for
mid-year
hired
employees
who
were
not
otherwise
eligible
to participate
in the
full 2022
annual
compensation
review
process.
•
“All
Other
Compensation”
includes
insurance
premiums,
allowances,
employer
matching
contributions
(qualified
and
non-qualified),
dividends
on restricted
shares
and employer
discretionary
contributions.
23
Total
Shareholder
Return
as defined
at Everest’s
Investor
Day is
defined
as annual
growth
in Book
Value
Per Share
(excluding
Unrealized
Gains
and
Losses
on Fixed
Maturity
investments)
plus Dividends
Per Share.
Employment, Change of Control and Other Agreements
2023 Proxy
Statement
81
EMPLOYMENT, CHANGE
OF CONTROL
AND OTHER
AGREEMENTS
Employment
agreements
have been entered
into with Messrs.
Andrade,
Kociancic,
Karmilowicz,
Williamson
and
Mukherjee. Employment
agreements
are entered
into when
it is
determined
that an
employment
agreement assists
in
obtaining assurance
as to
the executive’s
continued employment
in light
of the
prevailing market
competition for
the
particular
position,
or where
the Compensation
Committee
believes that
an employment
agreement
is appropriate
to
attract an executive
in light of
market conditions and
the prior experience of
the executive. Employment agreements
with
key
executive
officers
further
provide
the
Company
protection
against
the
potential
loss
of business
that
could
result
from the departure of
a key executive by including non-disclosure, non-compete and non-solicitation covenants
in such
agreements.
The
terms
of
the
agreement
take
into
consideration
the
executive’s
prior
background,
experience,
compensation,
competitive
conditions
and negotiations
with the
executive.
On February
23, 2022,
the Compensation
Committee
selected
Messrs.
Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and Williamson
to become
participants
in
the
Executive
Incentive
Plan.
Messrs. Andrade,
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson
are
all
participants
in the
Senior
Executive
Change
of Control
Plan (See
“Change
of Control
Arrangements”).
Juan C. Andrade
. Effective
August 1, 2019,
the Company, Everest
Global and Everest
Holdings entered into
an
employment
agreement
with Mr.
Andrade to
serve as President
and CEO
of those companies.
On December
17,
2021,
Everest
announced
the extension
of Mr.
Andrade’s
employment
agreement
through the
end of
2023 with
automatic annual extensions following
this term. The agreement provides for an annual
salary of $1.25 million, subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
and
eligibility
for an
equity
grant
with
a target
value
of 360%
of his
salary.
The employment
agreement’s
material
terms
for a
termination
on death,
disability
or
a
termination
without
cause
or
resignation
for
good
reason
are
outlined
in
the
sections
and
tables
below.
Mike Karmilowicz
. Mr. Karmilowicz entered
into an employment agreement
with Everest National
Insurance
Company, a member of the Company
effective August 3, 2020 continuing
in effect up through and including
August 3,
2023
to serve
as Executive
Vice
President
and CEO
of the
Company.
Mr.
Karmilowicz’s
base
salary
is $650,000
per
year,
subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
of the
Group’s
Board
of Directors.
During the
term, he
is eligible
to participate
in an annual
incentive bonus
program established
by Group
with a
target
annual
incentive
bonus
of 130%
of his
base
salary.
Mark Kociancic
. Effective October 12, 2020, Everest
Global entered into
an employment agreement
with Mr.
Kociancic
under which he currently serves as Executive Vice
President and Chief Financial Officer of the Company. The
agreement,
which
terminates
on October
12,
2023,
provides
for an
annual
salary
of $875,000,
subject
to increases,
if any,
as determined
and
approved
by the
Compensation
Committee
and
eligibility
for an
equity
grant
with
a target
value
of 170%
of his
salary.
The employment
agreement’s
material
terms
for a
termination
on death,
disability
or a
termination
without
cause
or resignation
for good
reason
are
outlined
in the
sections
and
tables
below.
Sanjoy
Mukherjee
. On
January
1, 2017,
Everest
Global
entered
into
an employment
agreement
with
Mr. Mukherjee
under which
he is
to serve
as the
General Counsel,
Chief Compliance
Officer and
Secretary. The
agreement was
automatically renewed
following the agreement’s
initial expiration
date of January
1, 2020 (and
shall continue
in force
unless terminated in accordance with
the terms of
the agreement or as
otherwise agreed by the
parties) and provided
for
an annual salary of $500,000, subject to increases,
if any, as determined and approved by the Compensation
Committee. The employment agreement provides for Mr. Mukherjee’s continued
eligibility to receive PSU not
previously forfeited
subject to
his signing
a general
release and
waiver in
the event
of his
retirement at
age 65,
death
or disability
prior
to the
last
day of
the restricted
period.
In the
event
of his
termination
without
cause
or for
good
reason, the
PSU
will
continue
to
settle
pursuant
to
their
terms. The
employment
agreement’s
material
terms
for
a termination
on death,
disability
or a
termination
without
cause
or resignation
for
good
reason
are
outlined
in the
sections and tables below.
On
March
14,
2023,
Everest
announced
that
Sanjoy
Mukherjee
will
be leaving
the
Company
effective
April
21,
2023.
Subject
to the
terms
of the
transition
agreement
entered
into
by Mr.
Mukherjee
and
the Company
dated
March
10,
2023
(the
“Transition
Agreement”),
he will
serve
as an
advisor
to the
Company
from
April
22, 2023
through
July
3,
2023
(the
“Separation
Date”)
and,
for such
services,
he will
receive
a one-time
payment
of $50,000. Subject
to the
terms
of Mr.
Mukherjee’s
employment
agreement
and
the
Transition
Agreement,
Mr.
Mukherjee
will
receive
accrued
payments, vesting of
equity awards, insurance
benefits and a
separation allowance
in accordance with
the terms of his
employment
agreement,
a one-time
payment
of two
years
of his
base
annual
salary
payable
in January
2025
and a
cash
payment
in lieu
of a
tranche
of six
hundred
and
one
(601)
restricted
shares
that
would
otherwise
have
vested
on
November
19,
2024
(based
on the
market
price
of the
Company’s
stock
at the
close
of the
New
York
Stock
Exchange
on the Separation Date).
Employment, Change of Control and Other Agreements
82
2023 Proxy
Statement
Jim Williamson
. Mr. Williamson
entered into
an employment
agreement with
Everest Global
to serve as
Executive Vice
President
and Chief
Operating
Officer
effective
October
1, 2020
and to
continue
in effect
up through
and including
October
1, 2023.
During
the
term,
Mr.
Williamson’s
base
salary
is $700,000
per
annum,
subject
to increases,
if any,
as determined
and approved
by the
Compensation
Committee
of Group’s
Board
of Directors
with a
target
annual
incentive bonus of
130% of base
salary. Effective May 10,
2021, Mr.
Williamson assumed the additional
responsibilities
as
the Head
of the
Everest Reinsurance
Division.
Change
of Control
Arrangements
. The
Company’s
change of
control
arrangements,
embodied
within the
Senior
Executive Change
of Control
Plan, are
principally intended
to provide
continuity of management
by motivating
executive
officers to
remain with
the Company,
despite the
uncertainty
that arises
in the context
of a change
in
control.
The
Senior
Executive
Change
of Control
Plan
is designed
to be
compliant
with
§409A.
A violation
of §409A
may
subject
an executive
to recognition
of income
with
respect
to nonqualified
deferred
compensation
at the
time
such compensation
becomes vested
plus a
20 percent
tax and
interest.
Accordingly,
in order
to comply
with the
requirements
of §409A,
the Senior
Executive
Change of
Control
Plan requires
the participant
to wait
six months
following
a termination
of employment
due to
a change
of control
in order
to receive
any
payments
under
the plan.
The Change of
Control Plan is administered
by the Compensation Committee, which
selects participants from among
the
senior executives
of the
Company and
its subsidiaries.
Among others,
the Compensation
Committee has
selected
Mr.
Andrade,
Mr.
Karmilowicz,
Mr.
Kociancic,
Mr.
Williamson
and
Mr.
Mukherjee
to participate
in the
plan.
The Senior
Executive
Change of
Control Plan
provides
that if,
within two
years after
the occurrence
of a material
change
(as defined
in the
plan)
a participant
terminates
his or
her employment
for good
reason
(as defined
in the
plan)
or the
Company
terminates
the participant’s
employment
for any
reason
other
than
for due
cause
(as defined
in the plan),
then (a)
all of the
participant’s outstanding
share options
granted under
the Company’s
stock plans
shall
immediately vest
and remain
exercisable for
three months
following termination
of employment;
(b) all restrictions
on
the
participant’s
restricted
shares
awarded
under
the
Company’s
share
plans
shall
immediately
terminate
and
lapse,
(this
does
not
include
PSU
which
are
not
subject
to the
Senior
Executive
Change
of Control
Plan);
(c) the
participant
shall receive a
cash payment six
months after termination
equal to the
participant’s average salary
and annual
incentive
bonus
for the
three
most
recent
taxable
years
(or such
shorter
period
as may
be applicable)
multiplied
by
a number
between
2.00 and
2.99 as
determined
by the
Compensation
Committee
(for Mr.
Andrade,
the number
is 2.5;
for Messrs.
Karmilowicz,
Kociancic,
Williamson
and Mukherjee
the number
is 2.00);
(d) the
participant
shall
continue
to be
covered
under
the
Company’s
medical
and dental
insurance
plans
for a
period
of two
years
from
the
date of
termination;
and (e)
the participant
shall
receive
“special
retirement
benefits”
in an amount
that will
equal
the retirement
benefits
he or
she would
have received
under
the Everest
Reinsurance
Retirement
Plan and/or
the
Everest Reinsurance
Employee Saving
Plan and any
supplemental,
substitute
or successor
plans adopted
by the
Company had
he or
she continued
in the
employ of
the Company
for a
two year
period following
termination. Special
Retirement
benefits
shall
be paid
six months
after
termination.
The Senior
Executive
Change
of Control
Plan
includes
a “Best
Net”
provision
regarding
the determination
and
treatment
of parachute
payments.
Under
the
“Best
Net”
provision,
in lieu
of an
automatic
reduction
in benefits
in the
event of
an excess
parachute
payment that
triggers
the excise
tax, benefits
are reduced
to avoid
an
excess parachute payment only if
doing so results in a higher
after-tax benefit to the participant. The participant
and the Company
shall agree on
a national accounting
firm to perform the
calculations necessary to determine
the
amount of the parachute payment,
as well as the maximum amount the participant
would be entitled to
receive
without
being
subject
to
the
excise
tax. The
PSU
award
is
not
subject
to
the
Change
in
Control
Plan
and
is
governed
by the
Performance
Stock
Unit
Award
Agreement
and any
pertinent
employment
agreement.
Potential
Payments
Upon
Termination
or Change
in Control
The
tables
below
give
a reasonable
estimate
of the
incremental
amount
of compensation
that
might
be paid
to each
of the
Named Executive
Officers in
the event
of termination
of his
employment on
December 31,
2022. The
amounts
shown
assume
that
such
termination,
change
in control,
death
or disability
was effective
as of
December
31, 2022
and
includes
estimates
of amounts
to which
the Named
Executive
Officer
might
be entitled
incremental
to what
he
earned
during
such
time.
The
actual
amounts
to be
paid
out
can
only
be determined
at the
time
of such
executive’s
separation
from
the Company
and may
be changed
at the
discretion
of the
Compensation
Committee.
Payments
Made Upon
Termination.
Regardless
of the manner
in which
a Named
Executive
Officer’s
employment
terminates,
he is
entitled
to
receive
amounts
earned
during
his
term
of employment.
Such
amounts
include:
accrued
salary,
amounts
contributed
under
the Employee
Savings
Plan
and
the Supplemental
Savings
Plan
(see
Non-qualified
Deferred
Compensation
Table)
and amounts
accrued
and vested
through
the Company’s
Retirement
Plan and
the
Supplemental Retirement
Plan. (See Pension
Benefits Table.) The
retirement plans offer
a survivor annuity,
if elected by
the
participant.
For
a
termination
for
good
reason
or
without
cause,
each
of
Messrs. Andrade,
Karmilowicz,
Kociancic,
Employment, Change of Control and Other Agreements
2023 Proxy
Statement
83
Williamson
and
Mukherjee
would
be eligible
to earn
all
remaining
installments
of PSU
subject
to his
signing
a waiver
of all
claims,
and
certain
non-compete
agreements
under
the
terms
of the
employment
agreements
would
apply.
All
other PSU would be forfeited.
As noted
above,
on March
14,
2023,
Everest
announced
that
Sanjoy
Mukherjee
will
be leaving
the Company
effective
April
21, 2023.
Subject
to the
terms
of the
Transition
Agreement,
he will
serve
as an
advisor
to the
Company
from
April
22, 2023
through July
3, 2023
(the
“Separation
Date”)
and, for
such
services, he
will
receive
a
one-time
payment
of
$50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the Transition Agreement,
Mr.
Mukherjee
will
receive accrued
payments,
vesting
of equity
awards, insurance
benefits
and a
separation
allowance
in
accordance
with
the
terms
of
his
employment
agreement,
a one-time
payment
of two
years
of his
base
annual
salary
payable
in January
2025
and
a cash
payment
in lieu
of a
tranche
of six
hundred
and
one
(601)
restricted
shares
that
would
otherwise
have
vested
on November
19,
2024
(based
on the
market
price
of the
Company’s
stock
at the
close
of the
New York
Stock Exchange
on the
Separation Date).
Payments
Made
Upon
Retirement.
In the
event
of retirement,
in addition
to the
items
above,
all
who are
eligible
will
receive
the pension
benefits
shown
in the
Pension
Benefits
Table
with a
reduction
for early
retirement.
Generally,
subject to
satisfaction of
the express
terms of
the pertinent
equity award
agreement that
defines retirement
as
reaching
the
age of
65 or
older
and a
voluntary
termination
of employment,
outstanding
restricted
shares
vest
as a
result
of retirement
with
the consent
of the
Compensation
Committee.
PSU are
forfeited
if retirement
occurs
prior
to age 65.
In the event
of retirement at
age 65 or
older but prior
to the conclusion
of the restricted
period (3rd
anniversary of grant
date), the participant
remains eligible
to receive all
remaining installments
of PSU. The settlement
date of
PSU for
completed installment
periods would
be the
60-day anniversary
of the
retirement. The
remaining
PSU
would
be settled
between
the certification
that
performance
criteria
have
been
met and
March
15th
of the calendar
year following
the last
performance period.
Payments Made Upon Death
or Disability.
In the event of death or disability,
in addition to the benefits
listed under the
headings
above,
the Named
Executive
Officer
will
receive
benefits
under
the
Company’s
disability
plan
or payments
under the
Company’s
life insurance
program,
as available
to employees
generally.
Pursuant
to the
terms of
their
employment
agreements,
in the
event
of
the
death
or
disability
of
Mr.
Andrade,
Mr.
Williamson,
Mr.
Karmilowicz,
Mr.
Kociancic, or Mr. Mukherjee, any incentive
bonus earned but not yet
paid for the completed full
fiscal year immediately
preceding
the
employment
termination
date
would
be paid.
So,
assuming
a hypothetical
death
or disability
of those
Named Executive Officers on December 31, 2022,
each would be entitled to any incentive bonus earned but not yet paid
relating
to fiscal
2022
performance.
Such
bonus
amounts
would
have
been
$2,900,000
for Mr.
Andrade,
$1,070,750
for
Mr.
Karmilowicz,
$1,273,900
for
Mr.
Kociancic,
$900,000
for
Mr.
Mukherjee
and
$1,167,000
for
Mr.
Williamson
as
reported
in the
Summary
Compensation
Table.
In the event of the
death or disability of
any of the Named Executive
Officers, unvested share
options become
exercisable and the restrictions
on restricted shares
lapse. The following table lists
the value of
equity awards for
each
Named Executive
Officer
at the
NYSE closing
price of
$331.27
at 2022
year-end
as if
all vested
on December
30,
2022.
For
PSU,
in the
event
of death
or disability
prior
to the
conclusion
of the
restricted
period
(3rd
anniversary
of
grant
date),
the
participant
remains
eligible
to receive
all
remaining
installments
of PSU.
The
settlement
date
of PSU
for completed
installment
periods
would
be the
60-day
anniversary
of the
death
or disability.
The remaining
shares
would
be settled
between
the
certification
of the
performance
and
the
March
15th
of the
calendar
year
following
the
last performance period.
The number of
shares that would be
delivered in the event
of
an executive’s retirement at age
65 or death or
disability
is
valued as
of December
31, 2022
in the
table below.
Name
PSU
Restricted
Shares
Total
Juan C.
Andrade
$6,861,327
$10,955,761
$17,817,088
Mike
Karmilowicz
$1,069,123
$
2,277,150
$
3,346,273
Mark
Kociancic
$1,141,264
$
6,424,982
$
7,566,246
Sanjoy
Mukherjee
$1,276,790
$
2,426,553
$
3,703,343
Jim Williamson
$
853,116
$
2,790,950
$
3,644,066
Employment, Change of Control and Other Agreements
84
2023 Proxy
Statement
Termination
or
Change
of Control
As
described
above, each
of
the
Named
Executive
Officers
is
a
participant
in
the
Company’s
Senior
Executive
Change
of
Control
Plan.
Payments
are made
under
the plan
to the respective
Named
Executive
Officer
if he suffers
a covered
termination of employment within two years following
a change in control. The table below gives a reasonable
estimate
of what
might
be paid
to each
Named
Executive
Officer
in the
event
of a covered
termination
of his
employment
on
December
31,
2022,
based
on the
plan
terms
in effect
at that
time.
Messrs.
Andrade,
Karmilowicz,
Kociancic,
Williamson
and Mukherjee’s
employment
agreements
separately
address
payments
that
may
be made
and
benefits
continued
in the
event
of a
termination
without
due
cause
or resignation
for good
reason,
outside
of a
change
in control,
as defined
in the
respective
agreements.
Name
Incremental
Benefit
Termination
Without
Cause or
Resignation
for Good
Reason
Termination
Following
Change
in
Control
Juan C.
Andrade
Cash
Payment
$
5,400,000
(1)
8,915,065
(5)
Restricted
Stock
Value
$
5,085,657
(2)
10,955,761
(6)
PSU Value
$
3,741,757
(3)
6,861,327
(7)
Benefits
Continuation
$
57,092
(4)
40,000
Pension
Enhancement
1,393,000
Total
Value
$
14,284,506
28,165,153
(8)
Mike
Karmilowicz
Cash
Payment
$
2,620,750
(1)
2,684,841
(5)
Restricted
Stock
Value
$
692,354
(2)
2,277,150
(6)
PSU Value
$
511,927
(3)
1,069,123
(7)
Benefits
Continuation
$
28,888
(4)
40,000
Pension
Enhancement
443,000
Total
Value
$
3,853,919
6,514,114
(8)
Mark
Kociancic
Cash
Payment
$
3,023,900
(1)
3,350,934
(5)
Restricted
Stock
Value
$
1,895,858
(2)
6,424,982
(6)
PSU Value
$
367,086
(3)
1,141,264
(7)
Benefits
Continuation
$
28,546
(4)
40,000
Pension
Enhancement
553,000
Total
Value
$
5,315,390
11,510,180
(8)
Sanjoy
Mukherjee
Cash
Payment
$
2,200,000
(1)
2,815,693
(5)
Restricted
Stock
Value
$
850,039
(2)
2,426,553
(6)
PSU Value
$
1,276,790
(3)
1,276,790
(7)
Benefits
Continuation
$
18,465
(4)
26,000
Pension
Enhancement
801,000
Total
Value
$
4,345,294
7,346,036
(8)
Jim Williamson
Cash
Payment
$
2,767,000
(1)
2,824,616
(5)
Restricted
Stock
Value
$
741,382
(2)
2,790,950
(6)
PSU Value
$
265,444
(3)
853,116
(7)
Benefits
Continuation
$
28,924
(4)
40,000
Pension
Enhancement
408,000
Total
Value
$
3,802,750
6,916,682
(8)
Employment, Change of Control and Other Agreements
2023 Proxy
Statement
85
(1)
Pursuant
to the
terms
of the
Mr. Andrade’s
employment
agreement,
he would
be paid
a separation
allowance
in equal
installments
over
a 24-month period
equal
to two
times
his
base
salary.
Messrs.
Mukherjee,
Karmilowicz,
Kociancic
and
Williamson
would
each
be paid
two
times
his
base
salary
over
a 12-month
period.
All
would
receive
any
annual
incentive
bonus
earned
but
not
yet
paid
for
the
completed
full
fiscal
year
prior
to
termination.
(2)
Pursuant
to the
terms
of the
Named
Executive
Officer’s
employment
agreement,
unvested
restricted
stock
will
continue
to vest
in accordance
with its
terms
in the
12-month
period
following
termination
for Messrs.
Karmilowicz,
Kociancic,
Mukherjee
and
Williamson.
For
Mr. Andrade,
unvested
stock
would
continue
to vest
for only
the portions
related
to his
initial
$10 million
equity
grant.
(3) Under
the
terms
of
their
respective
employment
agreements, Mr. Mukherjee
would
receive
the
PSU
installments
pursuant
to
achieved
performance
goals
throughout
the
life
of the
PSU.
Messrs.
Andrade,
Kociancic
and
Williamson
would
receive
the
PSU
installments
pursuant
to
any
performance
goals
achieved
prior
to
departure
from
the
Company.
The
remaining
PSU
installments
will vest pursuant
to the Performance
Stock Unit
Award Agreement
terms and are valued
at the target
performance
(100%)
for purpose
of this
table.
(4)
Pursuant
to the
terms
of the
Named
Executive
Officer’s
employment
agreement,
he shall
continue
to participate
in the
disability
and
life
insurance
programs
until
the earlier
of a
certain
number
of months
or his
eligibility
to be
covered
by
comparable
benefits
of a
subsequent
employer
and
he will
receive
a cash
payment
to enable
him
to pay
for
medical
and
dental coverage
for a certain
number of
months. For
Mr. Andrade,
the number
is 24, for
Messrs. Mukherjee,
Karmilowicz,
Kociancic and
Williamson it
is 12.
(5) The Senior Executive Change
of Control Agreement
provides for a cash
payment that equals
the average of the executive’s
salary and bonus for the previous three years times a
factor assigned by the Board. The factor is 2.0 for
Messrs. Mukherjee,
Karmilowicz,
Kociancic
and
Williamson
and
2.5
for
Mr.
Andrade.
(6)
The unvested
equity
awards
for
each
Named
Executive
Officer
are valued
at the
NYSE
closing
price
of $331.27
at 2022
year-end
as if
all vested
on December
31,
2022.
(7)
In the
event
of a Change
in Control,
the Company
may elect
to continue
the Performance
Stock
Awards
subject
to the
2010 Stock
Incentive
Plan and
Performance
Stock Unit
Award
Agreement.
According
to the
award
agreement,
completed
installments are valued according to the actual achievement factor, and the remaining installments
are valued at the target
performance (100%).
(8)
The
Senior
Executive
Change
of Control
Plan
includes
a “Best
Net”
provision
regarding
the determination
and treatment
of parachute payments that
could potentially result
in a reduced figure based
on each participant’s relevant
circumstances
as calculated
by an
accounting
firm agreed
to by the
participant
and the
Company.
Under
the provision,
in lieu
of an
automatic
reduction
in benefits
in the
event
of an
excess
parachute
payment
that triggers
the excise
tax,
benefits
are
reduced
to avoid
an excess
parachute
payment
only
if doing
so results
in a
higher
after-tax
benefit
to the
participant.
Compensation Committee Interlocks and Insider
Participation
86
2023 Proxy
Statement
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
During
2022,
the Compensation
Committee
was comprised
of John
J. Amore,
William
F. Galtney,
Jr., John
A. Graf,
Meryl Hartzband, Gerri Losquadro, Roger M.
Singer and John A. Weber
until his passing, all of whom
are Non-
Employee
Directors
of the
Company
and
none
of whom
is or
has
been
an officer
of the
Company.
No Compensation
Committee
interlocks
existed
during
2022.
Proposal No. 2—Appointment of Independent Auditors
2023 Proxy
Statement
87
PROPOSAL
NO.
2—APPOINTMENT
OF
INDEPENDENT
AUDITORS
The Board of
Directors recommends that you
vote FOR the
appointment of PricewaterhouseCoopers
LLP, an
independent registered public accounting firm, as
the Company’s independent auditor for the
year ending December
31,
2023 and
the authorization
of the Board
of Directors
acting
by the Audit
Committee
of the Board
of Directors
to
determine
the independent
auditor’s
remuneration.
Proxies
will
be so
voted
unless
shareholders
specify
otherwise
in their proxies.
PricewaterhouseCoopers
LLP
has
been
appointed
to serve
as the
Company’s
auditor
each
year
at the
Annual
General
Meeting of Shareholders
pursuant to the Board’s recommendation,
which is based on the
recommendation of the Audit
Committee. For
the 2022
Annual General
Meeting, and
in accordance
with the
Sarbanes-Oxley Act
of 2002
(“Sarbanes
Oxley”),
the Audit
Committee
has evaluated
the performance
and independence
of PricewaterhouseCoopers
LLP
and has
recommended
their appointment
as the
Company’s
independent
auditor
for the
year ending
December
31,
2023.
In making
its
recommendation,
the
Audit
Committee
reviews
both
the audit
scope
and
estimated
fees
for
professional
services
for the
coming year.
Representatives
of PricewaterhouseCoopers
LLP will
be present
at the
2023 Annual
General Meeting,
will have
the opportunity
to make
a statement
if they so
desire and
will be available
to
respond
to appropriate
questions
from shareholders.
Proposal No. 3—Non-Binding Advisory Vote on
Executive Compensation
88
2023 Proxy
Statement
PROPOSAL
NO.
3—NON-BINDING
ADVISORY
VOTE
ON
EXECUTIVE COMPENSATION
The Board
of Directors
recommends
that
you
vote FOR
the non-binding
advisory
approval
of the
Named
Executive
Officers’ compensation. Proxies will be
so voted unless shareholders
specify otherwise in their
proxies. Proxies given
by
beneficial holders to shareholders of record may not
be so voted unless beneficial holders specify
a vote for
approval in their proxies.
The Dodd-Frank Wall Street Reform
and Consumer Protection Act
of
2010, or the Dodd-Frank Act, enables shareholders
to
vote
to
approve, on
an
advisory
(nonbinding)
basis, the
compensation
of
the
Company’s
Named
Executive
Officers
as
disclosed
in this
Proxy
Statement
in accordance
with
the rules
of the
SEC.
As described
in detail
under the
heading
“Executive
Compensation
– Compensation
Discussion
and Analysis”,
the
Company’s
executive
compensation
program
is designed
to attract,
reward
and retain
talented
executives
whose
abilities
are critical
to the
success
of the
Company
and its
long-term
goals of
profitability
and strong
shareholder
returns. Please
read the
“Compensation
Discussion and
Analysis” discussion
for additional
details about
our executive
compensation
programs,
including
information
about
the fiscal
year 2022
compensation
of our
Named
Executive
Officers.
Shareholders
are being
asked
to indicate
their
support
for the
Company’s
Named
Executive
Officer
compensation
as described
in this
Proxy
Statement,
which
includes
the “Compensation
Discussion
and
Analysis”
section
and the
compensation
tables
and related
narrative
disclosure.
This
proposal,
commonly
known
as a
“say-on-pay”
proposal,
gives
shareholders
the
opportunity
to
express
their
views
on
our
Named
Executive
Officers’
compensation. This
vote
is
not
intended
to address
any
specific
item
of compensation,
but
rather
the
overall
compensation
of the
Company’s
Named
Executive
Officers
and
the
philosophy,
policies
and practices
described
in this
Proxy
Statement.
Accordingly,
the
Board
recommends
that
you
vote
“FOR”
on
an
advisory
basis
the
compensation
of the
Named
Executive
Officers.
The
say-on-pay
vote
is advisory
and,
therefore,
not binding
on the
Company,
the Compensation
Committee
or the
Board of
Directors.
However,
the Board
of Directors
and the
Compensation
Committee
value the
opinions
of the
Company’s
shareholders
and will
review
the voting
results
and consider
shareholder
concerns.
Proposal No.
4—Non-Binding Advisory
Vote on
the Frequency of
the Advisory
Vote on
Executive Compensation
2023 Proxy
Statement
89
PROPOSAL
NO. 4—NON-BINDING
ADVISORY
VOTE
ON THE FREQUENCY
OF THE ADVISORY
VOTE ON
EXECUTIVE COMPENSATION
For the reasons set forth below, the
Board of Directors recommends a vote for frequency
of “EVERY YEAR” for
future
non-binding
shareholder
votes
on executive
compensation.
Proxies
will
be voted
unless
shareholders
specify
otherwise
in their
proxies.
Proxies
given
by beneficial
holders
to shareholders
of record
may
not
be so
voted
unless
beneficial
holders specify
a vote
for frequency
of “EVERY
YEAR” in
their proxies.
Pursuant to
Rule 14a-21 under
the Exchange Act,
we are
required to submit
to shareholders an
advisory, non-binding vote
asking them to indicate how frequently we should seek an advisory vote on the compensation of the Company’s
Named
Executive
Officers,
as
disclosed
pursuant
to
the
SEC’s
compensation
disclosure
rules,
such
as
Proposal
No. 3
of
this
Proxy
Statement.
By voting
on this
Proposal
No.
4, shareholders
may
indicate
whether
they
would
prefer
an
advisory
vote on Named Executive Officer compensation once every one, two or
three years, or they can abstain from
voting.
The advisory vote by
the Company’s shareholders
on frequency is distinct
from the advisory
vote on the compensation
of the Company’s Named Executive Officers. This deals with the issue of how
frequently an advisory vote on
compensation
should be
presented
to shareholders
and, in
this regard,
shareholders
may provide
advice on
the
following resolution:
“Resolved
that
the compensation
of the
Company’s
Named
Executive
Officers
be submitted
to shareholders
for an
advisory vote:
1.
Every
year
(annual);
2.
Every
two
years
(biennial);
or
3.
Every
three
years
(triennial).”
You
may
vote
for
one
of
these
three
alternatives,
or
you
may
abstain
from
making
a
choice.
After careful
consideration of
this Proposal,
the Board
of Directors
has determined
that an
advisory vote
on executive
compensation that
occurs every
year (annually)
is the most
appropriate alternative
for the Company,
and therefore the
Board
of
Directors
recommends
that
you
vote
for
a
one-year
interval
for
the
advisory
vote
on
executive
compensation.
In formulating
its recommendation,
the Board
of Directors
considered
the fact
that the
Compensation
Committee
and
the Board
evaluate,
adjust
and approve
Named
Executive
Officer
compensation
on an
annual
basis.
The
Board
believes
that having
an annual
advisory
vote on
executive
compensation
will allow
shareholders
to provide
timely
input
on our
compensation
philosophy,
policies
and
practices
as disclosed
in the
Proxy
Statement
every
year.
Additionally,
an annual
advisory
vote
on executive
compensation
is consistent
with
the Board’s
desire
to seek
input
from
shareholders
on our
executive
compensation
philosophy,
policies
and practices.
The
option
of one
year,
two
years,
or three
years
that
receives
the
highest
number
of votes
cast
by shareholders
will
be
the
frequency
for
the
advisory
vote
on executive
compensation
that
has
been
selected
by shareholders.
However,
because
this
vote
is advisory
and
not
binding
on the
Board
of Directors
in any
way,
the
Board
may
decide
that
it is
in
the best
interests of our
shareholders and the
Company to hold
an advisory vote
on executive compensation more
or
less
frequently
than the
option
approved
by shareholders.
Proposal
No.
5—
Change
the
Name
of the
Company
from
Everest
Re
Group,
Ltd.
to
Everest Group,
Ltd.
and
to
Amend
our
Bye-Laws
Accordingly
90
2023 Proxy
Statement
PROPOSAL NO. 5—CHANGE
THE NAME OF THE
COMPANY FROM
EVEREST RE
GROUP, LTD.
TO
EVEREST
GROUP,
LTD.
AND
TO
AMEND
OUR
BYE-LAWS
ACCORDINGLY
The Board of Directors recommends
that you vote FOR
a resolution, pursuant to Section
10 of the Bermuda
Companies
Act 1981
(the “Act”),
to change
the name
of the
Company from
“Everest Re
Group, Ltd.”
to “Everest
Group, Ltd.”
and an
accompanying
amendment
to the
Company’s
Bye-laws,
Proxies
will
be so
voted
unless
shareholders
specify
otherwise
in their
proxies.
Proxies
given
by beneficial
holders
to shareholders
of record
may
not
be so
voted
unless
beneficial
holders
specify
a vote
for approval
in their
proxies.
Shareholders are being asked to
consider and approve the
resolution to change the
Company’s name and the
accompanying
Bye-law
amendment
as described
below.
Under
Sections
10(1),
13(5)
and 77
of the
Act and
Sections
44 and
98 of
our Bye-laws,
our shareholders
must
approve
the resolution
and accompanying
Bye-law
amendment
by the
affirmative
vote of
a majority
of the
votes
cast
at the
Annual
General
Meeting.
The Board
has unanimously
approved
the name
change
resolution
and accompanying
Bye-law
amendment
and recommends
their
approval
and
adoption by the shareholders.
The
name
change
proposal
reflects
Everest’s
positioning
and
commitment
to underwrite
opportunity
for
colleagues,
customers,
shareholders
and
communities
worldwide,
across
both
its
insurance
and
reinsurance
platforms.
We have
been
expanding
our
primary
insurance
business
to benefit
more
people
and
places
worldwide,
while
simultaneously
building
on
our
position
as
a
preeminent
global
reinsurance
leader
and
preferred
partner. Because
of
the
association
of
the word “Re” with reinsurance, the Board believes that the current name of Everest Re Group, Ltd. no longer
accurately
reflects
the full
diversity
of operations
of the
Company,
and that
the proposed
name change
will better
align
with the
Company’s
refreshed
brand
and strategic
evolution.
The
name change
proposal,
if approved
by our
shareholders,
would
have the
effect
of changing
the legal
name
of
the Company.
The name
change will
be effectuated
by filing
a certified
copy of
the name
change resolution
with
the Bermuda
Registrar
of Companies.
The Company
intends
to file
the resolution
promptly
after
the shareholders
approve
the name
change
and to
specify
a future
effective
date
and
time
for the
name
change
in order
to allow
for
an orderly
transition.
The
Company
will
announce
the actual
effective
date
and
time
of the
name
change
via
a press
release.
If shareholders
approve
the
name
change,
we also
plan
to change
our
stock
ticker
symbol
from
“RE”
to “EG,”
effective
at the
same
time
as the
name
change
becomes
effective.
Our CUSIP
number
will
not
change
as a
result
of
the name change.
The name change
proposal, if
approved by
our shareholders,
would have
the effect
of changing
the legal name
of the
Company.
The
name
change
will
become
effective
upon
the filing
of a certified
copy
of the
name
change
resolution
with the Bermuda
Registrar of
Companies. The Company
intends to
file the resolution
promptly after
the shareholders
approve
the name
change
and to
specify
a future
effective
date
and
time
for the
name
change
in order
to allow
for
an orderly
transition.
The
Company
will
announce
the actual
effective
date
and
time
of the
name
change
via
a press
release.
If shareholders
approve
the
name
change,
we also
plan
to change
our
stock
ticker
symbol
from
“RE”
to “EG,”
effective
at the
same
time
as the
name
change
becomes
effective.
Our CUSIP
number
will
not
change
as a
result
of
the name change.
If the
name
change
is
not
approved,
the
Company’s
legal
name
will
continue
to
be Everest
Re Group,
Ltd.
The
change
in the
Company’s
name
will
not affect
the legal
status
of the
Company
or the
rights
of any
shareholder
in any
respect,
or the
transferability
of share
certificates
presently
outstanding.
The currently
outstanding
share
certificates evidencing
shares of the
Company’s securities
bearing the name
Everest Re Group,
Ltd. will
continue to be
valid and to represent shares
of Everest Re Group, Ltd. following
the name change. In the future,
new share certificates
will
be
issued
bearing
the
new
name,
but
this
will
not
affect
the
validity
of current
share
certificates.
Miscellaneous
—General
Matters
2023 Proxy
Statement
91
MISCELLANEOUS—GENERAL
MATTERS
Section
16(a)
Beneficial
Ownership
Reporting
Compliance
Section 16(a) of
the Exchange Act
requires the Company’s
executive officers and
directors and persons
who own more
than
ten
percent
of a
registered
class
of
the
Company’s
equity
securities,
to
file
reports
of
ownership
and
changes
in
ownership
on Forms
3, 4
and
5 with
the
SEC.
Executive
officers,
directors
and
greater
than
ten
percent
shareholders
are
required
by
SEC
regulation
to
furnish
the
Company
with
copies
of all
Forms
3,
4 and
5 they
file.
Based
solely
on the
Company’s
review
of the
copies
of the
forms
it has
received
and
representations
that
no other
reports
were
required,
the
Company
believes
that
all
of
its
executive
officers
and
directors
have
filed
with
the
SEC
on
a timely
basis
all
required
Forms
3,
4 and
5 with
respect
to transactions
during
fiscal
year
2022.
Shareholder
Proposals
for
the
2024
Annual
General
Meeting
of Shareholders
To be considered
for inclusion
in the Company’s
Proxy Statement
and Proxy Card
relating to the
2024 Annual
General
Meeting
of Shareholders,
a shareholder
proposal
must
be received
by the
Secretary
of the
Company
in proper
form
at the
Company’s
registered
office
at Clarendon
House,
2 Church
Street,
Hamilton
HM 11,
Bermuda,
no later
than
December
16, 2023.
If the shareholder
proposal
relates to
a nomination
for director,
then the
proposal
must be
made in
accordance
with the
procedures
set forth
in Bye-law
12 and discussed
in the section
titled “Nominating
and Governance
Committee.”
This Bye-law
is available
on the Company’s
website or
by mail
from the
Corporate
Secretary’s office.
Proxy Solicitations
The
expense
of this
proxy
solicitation
will
be borne
by the
Company.
In addition
to solicitation
by mail,
proxies
may
be solicited
in person
or by
telephone,
facsimile
or mail
by directors
or officers
who
are
employees
of the
Company
without
additional
compensation.
Georgeson
LLC will
provide
solicitation
services
to the
Company
for a
fee not
to
exceed
$9,000
plus
out-of-pocket
expenses.
The
firm
will
solicit
proxies
by personal
interview,
telephone,
facsimile
and
mail.
The
Company
will,
on request,
reimburse
shareholders
of record
who are
brokers,
dealers,
banks
or voting
trustees,
or their
nominees,
for their
reasonable
expenses in
sending proxy
materials
and annual
reports to
the
beneficial
owners
of the
shares
they hold
of record.
Transfer
Agent
and
Registrar
The
Company
has
appointed
Computershare
Trust
Company,
N.A.
to serve
as transfer
agent,
registrar
and
dividend
paying agent for the Common Shares.
Correspondence relating to any share accounts
or dividends should be
addressed to:
Computershare
Investor
Services
P.O.
BOX
43006
Providence,
RI
02940-3006
Overnight
correspondence
should
be sent
to:
Computershare
Investor
Services
150 Royall St.,
Suite 101
Canton,
MA
02021
(877)
373-6374
(Shareholder
Services
–
Toll
Free)
(781) 575-2725
(Shareholder Services)
All
transfers
of
certificates
for
Common
Shares
should
also
be
mailed
to
the
above
address.
By
Order
of the
Board
of Directors
Juan C. Andrade
President
& CEO
April
14, 2023
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LEFT BLANK.]
jJ,
FSC
www.fsc.org
MIX
Paper
I
Supporting
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C127009
Everest vote ENDORSEMENT LINE SACKPACK -MR A SAMPLE DESIGNATION
(IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 000000000.000000 ext 000000000.000000
ext 000000000.000000 ext 000000000.000000 ext 000000000.000000
ext 000000000.000000 ext Your vote matters - here's how to vote!
You may vote online or by phone instead of mailing this card. Votes
submitted electronically must be received by May 16.2023 at 1159 P.M.,
Eastern Time. Online Go to www.investorvote.com/RE or scan the
OR code - login details are located in the shaded bar below. Phone Call toll free
1-800-652-V0TE (8683) within the USA, US territories and Canada Save
paper, time and money! Sign up for electronic delivery at www.inve
storvote.com/RE Using a black ink pen. mart your votes with an X as shown in this example.
Please do not write outside the designated areas. 2023 Annual Meeting
Proxy Card ( 1234 5678 9012 345) IF WTING BY MAIL, SIGH, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. fl A Proposals
- The Board of Directors
recommend a vote FOR all the nominees listed and FOR Proposals 2,3 and
5 and for 1 YEAR on Proposal 4. t Election of Directors for a term to end in 2024.
01- John J. Amore 04-John A. Graf For Against Abstain 02 - Juan C. Andrade 05- Meryl
Hartzband 08 - Roger M. Singer 07 - Hazel McNeilage For Against Abstain
03 - William F. Galtney, Jr. 06 - Gerri Losquadro 09 - Joseph V.
Taranto For Against Abstain 3. For the approval, by non-binding
advisory vote, of the 2022 compensation paid to the NEOs. 2. For the appointment
of PricewaterhouseCoopers LLP as the Company's independent
registered public account in g firm to act as the Company's independent auditor
for 2023 and authorize the Company's Board of Directors acting through its
Audit Committee to determine the independent auditor's remuneration.
For Against Abstain For Against Abstain 4. Advisory Vote on the frequency
of future advisory votes on executif compensation. 1 Year 2 Years
3 Years Abstain 5. To consider and approve a resolution to
change the name of the Company from "Everest Re Group, Ltd." to "Everest
Group, Ltd." and to amend our Bye-laws accordingly. For Against
Abstain Q Authorized Signatures - This section must be completed
for your vote to count. Please date and sign below. Please sign exactly
as name(s) appears hereon. Joint owners should each sign. When signing as attorney,
executor,
administrator, corporate officer, trustee, guardian, or custodian,
please give full title. Date (mm/dd/yyyy) - Please print date below. Signature
1 - Please keep signature within the box. Signature 2 - Please keep signature
within the box. C 1234567890 J NT 1 U P X 575648 MR A SAMPLE (THIS AREA tS SET
LP TO ACCOMMODATE 140 CHARACTERS) MR ASAM PLE AND MR A SAMPLE
AMD MR A SAMPLE AMD MR A SAMLE AND MR A SAMPLE AMD MR A SAMPLE AMD
MR A SAMLE AND MR A SAMPLE AMD
2023 Annual Meeting of Everest Re Group, Ltd. Shareholders Wednesday.
May 17.2023.10:00 A.M. Local Time Fairmont Hamilton Princess, 76 Pitts
Bay Road, Hamilton, Bermuda The proxy statement and annual report
to shareholders are available at https://investors.everestre.com/shareholder
-proxy-materials Small steps make an impact. Help the environment
by consenting to receive electronic delivery, sign up at www.inves
torvote.com/RE IF VOTING BY MAIL, SIGH, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Everest
Re Group, Ltd. Notice of 2023 Annual Meeting of Shareholders Proxy
Solicited by Board of Directors for Annual Meeting - May 17,2023 The undersigned
hereby appoints Juan C. Andrade and Mark Kociancic, and each of them, as
proxies of the undersigned, each with full power to act without the others and
with full power of substitution, to vote all the Common Shares of EVEREST
RE GROUP, LTD. held in the name of the undersigned at the close of
business on March 20, 2023, at the Annual General Meeting of Shareholders
to be held on Wednesday, May 17, 2023, at Fairmont Hamilton
Princess, 76 Pitts Bay Road, Hamilton, Bermuda at 10:00 a.m. (local time), and
at any
adjournment or postponement thereof, with all the powers the undersigned
would have if personally present, on the matters set forth hereon
in accordance with any directions given by the undersigned and, in their discretion,
on all other matters that may properly come before the Annual General
Meeting, all in accordance with the accompanying Notice and Proxy Statement,
receipt of which is acknowledged. IF THIS PROXY IS PROPERLY EXECUTED
AND RETURNED, THE SHARES REPRESENTED THEREBY WILL BE VOTED.
IF A CHOICE IS SPECIFIED BY THE SHAREHOLDER, THE SHARES WILL BE VOTED
ACCORDINGLY. IF NOT OTHERWISE SPECIFIED,
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL THE
NOMINEES
LISTED AND FOR PROPOSALS 2,3 AND 5 AND FOR 1 YEAR ON PROPOSAL 4. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Yo
u
are encouraged to specify your choices by marking the appropriate
boxes (SEE REVERSE SIDO, but you need not mark any box if you wish to vote
in accordance with the Board of Directors' recommendations.
THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(Items to be voted appear on reverse side) C Non-Voting Items
Change of Address - Please print new address below. Comments - Please
print your comments below.