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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
 
re-20221231p2i0
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
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
 
Compensation
 
Committee
Independence
 
Requirements
 
34
Audit
 
Committee
 
39
Audit
 
Committee
 
Report
 
39
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
2022
Director
Compensation
Table
 
47
Executive
 
Summary
 
48
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
Link
 
Between
 
Pay
 
and
 
Performance
 
for
 
2022
 
63
Summary
 
of Direct
 
Compensation
 
Awarded
in 2022
 
65
Other
 
Forms
 
of Compensation
 
68
Clawback
 
Policy
 
69
Perquisites
 
and
 
Other
 
Benefits
 
69
Tax
and
Accounting
Implications
 
69
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
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.
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
 
 
re-20221231p2i0
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
 
re-20221231p18i1 re-20221231p18i0
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.
 
re-20221231p22i0
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.
 
 
 
 
re-20221231p23i0
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.
 
 
 
 
re-20221231p24i0
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.
 
 
 
 
re-20221231p25i0
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.
 
 
 
 
re-20221231p26i0
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.
 
 
 
 
re-20221231p27i0
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.
 
 
 
 
re-20221231p28i0
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.
 
 
 
 
re-20221231p29i0
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.
 
 
 
 
re-20221231p30i0
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.
 
 
 
 
re-20221231p31i0
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.
 
re-20221231p32i0 re-20221231p32i1
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.
 
 
re-20221231p33i0
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.
 
re-20221231p34i0
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
re-20221231p35i0
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.
 
re-20221231p53i0
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.
 
 
 
 
re-20221231p54i0
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
 
re-20221231p55i0
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
re-20221231p57i3 re-20221231p57i2 re-20221231p57i1 re-20221231p57i0
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
 
re-20221231p58i0
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.
 
re-20221231p67i0
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
re-20221231p68i0
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
re-20221231p82i1
Compensation Actually Paid (“CAP”) versus Cumulative Total Shareholder Return
 
(“TSR”)
re-20221231p82i0
 
Pay Versus Performance Disclosure
2023 Proxy
 
Statement
 
79
Compensation Actually Paid (“CAP”) versus Net Income
re-20221231p83i1
Compensation
 
Actually
 
Paid
 
(“CAP”)
 
versus
 
Adjusted
 
Operating
 
ROE
re-20221231p83i0
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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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
 
 
re-20221231p100i0
 
 
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.
 
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