XML 118 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure [Table]          
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

 

The following information depicts the relationship between “compensation actually paid” to our principal executive officers (“PEOs”) and, as an average, to our other NEOs (“Non-PEO NEOs”), and certain financial performance measures, in each case, for our five most recently completed fiscal years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion & Analysis” above.

 

(a) (b) (b) (b) (c) (c) (c) (d) (e) (f) (g) (h) (i)
                  Value of Initial Fixed $100
Investment Based on:		    

Year

(1)

SCT Total
for Mr. Egan
($)

(2)

SCT Total
for Mr. Malloy
($)

(2)

SCT Total
for Mr.
Sankaran

($)

(2)

Comp.
Actually
Paid to Mr.
Egan ($)

(3)

Comp.
Actually
Paid to
Mr.
Malloy

($)

(3)

Comp.
Actually
Paid to
Mr.
Sankaran
($)

(3)

Average SCT
Total for
Non-PEO
NEOs ($)

(1) (4)

Average
Comp.
Actually Paid
to Non-PEO
NEOs ($)

(3) (4)

Total
Shareholder
Return ($)

(5)

Comparator
Group Total Shareholder
Return ($)

(5)

Net
Income ($MMs)

(6)

Core
Combined Ratio

(7)

2025 9,824,137 — — 23,219,259 — — 2,664,197 6,164,305 229.94 233.21 460 91.7%
2024 9,361,018 — — 20,314,001 — — 2,386,674 4,859,443 172.16 212.57 200 90.7%
2023 10,282,470 — — 16,426,982 — — 2,386,159 3,990,654 121.85 159.43 355 89.1%
2022 5,818,004 5,559,656 14,025,109 6,972,607 2,413,083 524,638 2,764,751 1,444,040 61.97 140.39 - 387 101.5%
2021 — 4,168,265 12,374,251 — 3,786,356 8,977,855 2,794,042 2,459,819 85.40 122.08 58 99.7%

 

(1)The following individuals are our PEOs and Non-PEO NEOs for each fiscal year:
(2)Represents the total compensation reported in the Summary Compensation Table for each PEO and the average of our Non-PEO NEOs, for the applicable fiscal year.
(3)Represents the “compensation actually paid” to each PEO and the average to our Non-PEO NEOs, for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or Non-PEO NEOs, for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and the Non-PEO NEOs’ total compensation, for the applicable fiscal year, to determine the compensation actually paid:
(4)The amounts reported for 2024 were overstated in the 2025 proxy statement by immaterial amounts. The amounts in this proxy statement reflect the correct amounts.
(5)“TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2020, assuming reinvestment of dividends.
(6)The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year.
(7)“Core Combined Ratio” is a non-GAAP measure and defined in Appendix A (Non-GAAP Financial Measures) to this Proxy Statement.
(1)The following individuals are our PEOs and Non-PEO NEOs for each fiscal year:

 

YEAR PEOs* Non-PEO NEOs
2025 Scott Egan James J. McKinney, Rob Gibbs, David E. Govrin and Thomas Leonardo
2024 Scott Egan Stephen Yendall, James J. McKinney, David E. Govrin, and Rob Gibbs
2023 Scott Egan Stephen Yendall, David E Govrin, Rob Gibbs, and Stuart Liddell
2022 Scott Egan, Daniel Malloy, and Siddhartha Sankaran Monica Cramér Manheim, Stuart Liddell, Prashanth Gangu, David E. Govrin, David W. Junius, Stephen Yendall, and Vievette Henry
2021 Daniel Malloy and Siddhartha Sankaran Monica Cramér Manheim, Prashanth Gangu, David E. Govrin, David W. Junius, and Christopher Coleman

 

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

 

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

 

 

 

  2025
Adjustments Mr. Egan Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY (4,134,123) (1,246,760)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 5,471,340 1,650,035
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — —
Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 11,440,498 2,977,876
Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date 617,407 118,956
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — —
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — —

TOTAL

ADJUSTMENTS

 13,395,122 3,500,107

 

(4)The amounts reported for 2024 were overstated in the 2025 proxy statement by immaterial amounts. The amounts in this proxy statement reflect the correct amounts.
(5)“TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2020, assuming reinvestment of dividends.
(6)The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year.
(7)“Core Combined Ratio” is a non-GAAP measure and defined in Appendix A (Non-GAAP Financial Measures) to this Proxy Statement.
        
Company Selected Measure Name Core Combined Ratio        
Named Executive Officers, Footnote [Text Block]

 

(1)The following individuals are our PEOs and Non-PEO NEOs for each fiscal year:
(2)Represents the total compensation reported in the Summary Compensation Table for each PEO and the average of our Non-PEO NEOs, for the applicable fiscal year.
(3)Represents the “compensation actually paid” to each PEO and the average to our Non-PEO NEOs, for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or Non-PEO NEOs, for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and the Non-PEO NEOs’ total compensation, for the applicable fiscal year, to determine the compensation actually paid:
(4)The amounts reported for 2024 were overstated in the 2025 proxy statement by immaterial amounts. The amounts in this proxy statement reflect the correct amounts.
(5)“TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2020, assuming reinvestment of dividends.
(6)The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year.
(7)“Core Combined Ratio” is a non-GAAP measure and defined in Appendix A (Non-GAAP Financial Measures) to this Proxy Statement.
(1)The following individuals are our PEOs and Non-PEO NEOs for each fiscal year:

 

YEAR PEOs* Non-PEO NEOs
2025 Scott Egan James J. McKinney, Rob Gibbs, David E. Govrin and Thomas Leonardo
2024 Scott Egan Stephen Yendall, James J. McKinney, David E. Govrin, and Rob Gibbs
2023 Scott Egan Stephen Yendall, David E Govrin, Rob Gibbs, and Stuart Liddell
2022 Scott Egan, Daniel Malloy, and Siddhartha Sankaran Monica Cramér Manheim, Stuart Liddell, Prashanth Gangu, David E. Govrin, David W. Junius, Stephen Yendall, and Vievette Henry
2021 Daniel Malloy and Siddhartha Sankaran Monica Cramér Manheim, Prashanth Gangu, David E. Govrin, David W. Junius, and Christopher Coleman

 

*Mr. Egan has served as our CEO since he was hired on September 21, 2022. Mr. Malloy served as our interim CEO from May 17, 2022, through September 20, 2022, and as our CEO, from May 10, 2019, through February 26, 2021. Mr. Sankaran served as our CEO from February 26, 2021, through May 16, 2022.
       
Peer Group Issuers, Footnote [Text Block] “TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2020, assuming reinvestment of dividends.        
Adjustment To PEO Compensation, Footnote

 

 

  2025
Adjustments Mr. Egan Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY (4,134,123) (1,246,760)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 5,471,340 1,650,035
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — —
Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 11,440,498 2,977,876
Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date 617,407 118,956
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — —
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — —

TOTAL

ADJUSTMENTS

 13,395,122 3,500,107
        
Non-PEO NEO Average Total Compensation Amount [1],[2] $ 2,664,197 $ 2,386,674 $ 2,386,159 $ 2,764,751 $ 2,794,042
Non-PEO NEO Average Compensation Actually Paid Amount [2],[3] $ 6,164,305 4,859,443 3,990,654 1,444,040 2,459,819
Adjustment to Non-PEO NEO Compensation Footnote

 

  2025
Adjustments Mr. Egan Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY (4,134,123) (1,246,760)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 5,471,340 1,650,035
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date — —
Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 11,440,498 2,977,876
Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date 617,407 118,956
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — —
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — —

TOTAL

ADJUSTMENTS

 13,395,122 3,500,107
        
Compensation Actually Paid vs. Total Shareholder Return

 

The line graphs below compare the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative TSR, (ii) Peer Group TSR, (iii) our Net Income, and (iv) our Core Combined Ratio, in each case, for the 2021, 2022, 2023, 2024, and 2025 fiscal years.

 

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

 

        
Compensation Actually Paid vs. Net Income

       
Compensation Actually Paid vs. Company Selected Measure

 

        
Total Shareholder Return Vs Peer Group

The line graphs below compare the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative TSR, (ii) Peer Group TSR, (iii) our Net Income, and (iv) our Core Combined Ratio, in each case, for the 2021, 2022, 2023, 2024, and 2025 fiscal years.

 

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

 

        
Tabular List, Table

Financial Performance Measures

 

The Company considers the following performance measures to have been the most important financial and strategic performance measures in linking “compensation actually paid” to the PEO and other Non-PEO NEOs for fiscal year 2025:

 

•Core Combined Ratio;
•Tangible NBVPS compound annualized growth rate; and
•Cost base reduction.
        
Total Shareholder Return Amount [4] $ 229.94 172.16 121.85 61.97 85.40
Peer Group Total Shareholder Return Amount [4] 233.21 212.57 159.43 140.39 122.08
Net Income (Loss) Attributable to Parent [5] $ 460,000,000 $ 200,000,000 $ 355,000,000 $ (387,000,000) $ 58,000,000
Company Selected Measure Amount [6] 0.917 0.907 0.891 1.015 0.997
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Core Combined Ratio        
Non-GAAP Measure Description “Core Combined Ratio” is a non-GAAP measure and defined in Appendix A (Non-GAAP Financial Measures) to this Proxy Statement.        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Tangible NBVPS compound annualized growth rate        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Cost base reduction        
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 3,500,107        
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (1,246,760)        
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 1,650,035        
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 2,977,876        
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 118,956        
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Scott Egan          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [7] 9,824,137 $ 9,361,018 $ 10,282,470 $ 5,818,004  
PEO Actually Paid Compensation Amount [3] $ 23,219,259 $ 20,314,001 $ 16,426,982 $ 6,972,607  
PEO Name [8] Scott Egan Scott Egan Scott Egan Scott Egan  
Scott Egan | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 13,395,122        
Scott Egan | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (4,134,123)        
Scott Egan | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 5,471,340        
Scott Egan | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Scott Egan | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 11,440,498        
Scott Egan | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 617,407        
Scott Egan | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Scott Egan | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Daniel Malloy          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [7]       $ 5,559,656 $ 4,168,265
PEO Actually Paid Compensation Amount [3]       $ 2,413,083 $ 3,786,356
PEO Name [8]       Daniel Malloy Daniel Malloy
Siddhartha Sankaran          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [7]       $ 14,025,109 $ 12,374,251
PEO Actually Paid Compensation Amount [3]       $ 524,638 $ 8,977,855
PEO Name [8]       Siddhartha Sankaran Siddhartha Sankaran
[1] The following individuals are our PEOs and Non-PEO NEOs for each fiscal year:
[2] The amounts reported for 2024 were overstated in the 2025 proxy statement by immaterial amounts. The amounts in this proxy statement reflect the correct amounts.
[3] Represents the “compensation actually paid” to each PEO and the average to our Non-PEO NEOs, for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or Non-PEO NEOs, for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and the Non-PEO NEOs’ total compensation, for the applicable fiscal year, to determine the compensation actually paid:
[4] “TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the Dow Jones U.S. Property & Casualty Index, which we also use in the performance graph required by Item 201(e) of Regulation S-K. The total dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of a hypothetical $100 investment in the Company’s common shares and the Dow Jones U.S. Property & Casualty Index, respectively, on the last trading day of 2020, assuming reinvestment of dividends.
[5] The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year.
[6] “Core Combined Ratio” is a non-GAAP measure and defined in Appendix A (Non-GAAP Financial Measures) to this Proxy Statement.
[7] Represents the total compensation reported in the Summary Compensation Table for each PEO and the average of our Non-PEO NEOs, for the applicable fiscal year.
[8] Mr. Egan has served as our CEO since he was hired on September 21, 2022. Mr. Malloy served as our interim CEO from May 17, 2022, through September 20, 2022, and as our CEO, from May 10, 2019, through February 26, 2021. Mr. Sankaran served as our CEO from February 26, 2021, through May 16, 2022.