DEF 14A

DEF 14A 1 d241662ddef14a.htm DEF 14A DEF 14A

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 ☐

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☐		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 under §240.14a-12

AXIS CAPITAL HOLDINGS LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual General Meeting

of Shareholders and

2022 Proxy Statement

LOGO

Your vote is important

Please vote by using the Internet, the telephone,

or by mailing your completed voting information form or proxy card

LOGO

March 25, 2022

Dear Shareholder:

We are pleased to invite you to attend the 2022 Annual General Meeting of Shareholders of AXIS Capital Holdings Limited (“AXIS”), to be held on Thursday, May 5, 2022 at 8:30 a.m. ADT, in person at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda.

During the Annual General Meeting, we will make available information relating to the operations of AXIS during the past year. Representatives from our independent registered public accounting firm, Deloitte Ltd., will be present to respond to questions from shareholders.

Please vote via the Internet or by telephone at your earliest convenience by following the voting instructions printed on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of our proxy materials, by marking, dating, signing and returning your proxy card in the enclosed envelope. This will ensure that your shares will be represented and voted at the meeting even if you do not attend.

Sincerely,

LOGO

Henry B. Smith

Chair of the Board

LOGO


			Thursday, May 5, 2022 at 8:30 a.m. ADT

			AXIS House 92 Pitts Bay Road Pembroke HM 08 Bermuda Directions and instructions on how to attend the 2022 Annual General Meeting in person may be obtained by contacting our Corporate Secretary at: 1-414-496-2600.


			1.			To elect the three Class III Directors listed herein to hold office until 2025;
			2.			To approve, by non-binding vote, the compensation paid to our named executive officers;
			3.			To appoint Deloitte Ltd., Hamilton, Bermuda, to act as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm; and
			4.			To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

			Close of business on March 11, 2022

LOGO

G. Christina Gray-Trefry

Corporate Secretary

March 25, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on May 5, 2022. This Notice of Annual General Meeting of Shareholders and proxy statement are being distributed or made available, as the case may be, on or about March 25, 2022. The proxy statement, the 2021 Annual Report to Shareholders and the Form 10-K for fiscal year 2021 are available at https://materials.proxyvote.com/G0692U.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to “Voting and Meeting Information” for additional information.

LOGO


Table of Contents



Proxy Statement Summary			1

Proposal 1. Election of Directors			4

Board Structure			4

Skills, Qualifications and Experience of Directors			4

Board Refreshment Process			5

Board Diversity			6

Director Nominees			6

Directors Continuing in Office			8

Corporate Governance			12

Corporate Governance Highlights			12

Director Independence			12

Board and Committee Evaluations			12

Certain Relationships and Related Transactions			13

Board Committees			14

Meetings of the Board and its Committees			15

Meetings of Non-Management Directors			15

Board Leadership Structure			15

Human Capital and Compensation Committee Interlocks and Insider Participation			16

Consideration of Director Nominees			16

Communications with Board of Directors			16

Board Oversight of Risk and Risk Management			16

Code of Business Conduct and Corporate Governance Guidelines			17

Corporate Citizenship & Sustainability			17

Human Capital Management			21

Principal Shareholders			25

Directors and Executive Officers			25

Executive Officers			27

Proposal 2. Non-Binding Vote on Executive Compensation			29

Letter from Human Capital and Compensation Committee Chair			30

Compensation Discussion and Analysis			31

Named Executive Officers			31

Executive Summary			31

Positive 2021 Say on Pay Vote and Shareholder Engagement			32

Best Pay Practices			35

Executive Compensation Philosophy and Key Features			35

Key Incentive Plan Metrics			36

Elements of Executive Compensation			37

Base Salary			38

Annual Incentive Awards			38

Long-Term Incentive Awards			44

Human Capital and Compensation Committee Process			46

Risk Management and Compensation			47



Human Capital and Compensation Committee Consultant			48

Peer Benchmarking			48

Other Compensation Topics			50

Perquisites and Other Personal Benefits			50

Severance Benefits			50

Restriction on Trading by Directors and Officers/Anti-Hedging and Pledging			50

Clawback Policy			51

Stock Ownership Guidelines for Directors and Executive Officers			51

U.S. Tax Considerations			51

Opportunity for Shareholder Feedback			51

Human Capital and Compensation Committee Report			52

Executive Compensation			53

Summary Compensation Table			53

All Other Compensation for 2021 – Supplemental Table			54

Grants of Plan-Based Awards in 2021			55

Employment and Other Agreements with Named Executive Officers			56

Long-Term Equity Compensation			59

Annual Incentive Plan			59

Retirement Benefits			59

Additional Benefits			60

Outstanding Equity Awards at 2021 Fiscal Year-End			61

Option Exercises and Stock Vested in 2021			62

Pension Benefits for 2021			63

Non-Qualified Deferred Compensation for 2021			63

Potential Payments Upon Termination or Change in Control			63

CEO Pay Ratio			68

2021 Director Compensation			69

Non-Management Directors			69

Directors Annual Compensation Program			69

Equity Compensation Plan Information			71

Audit Committee Report			72

Proposal 3. Appointment of Independent Auditors			73

Principal Accounting Fees and Services			74

Audit and Non-Audit Fees			74

Pre-Approval Policy			74

Shareholder Proposals for 2023 Annual Meeting			75

Voting and Meeting Information			76

Appendix 1			A-1

When used in this proxy statement, the terms “we,” “us,” “our,” “the Company,” “AXIS,” and “AXIS Capital” refer to AXIS Capital Holdings Limited.


PROXY STATEMENT SUMMARY

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.

Annual General Meeting Date and Time

Thursday, May 5, 2022 - 8:30 a.m. ADT

Location

AXIS House

92 Pitts Bay Road

Pembroke HM 08

Bermuda

Please refer to “Voting and Meeting Information” for additional information.



Agenda and Vote Recommendations	Proposal	Vote Recommendation	For More Information

	1. Election of the three Class III directors to the Board	FOR each nominee	4

	2. Company’s executive compensation (“Say on Pay”)	FOR	29

	3. Appointment of Deloitte Ltd. (“Deloitte”) as the Company’s independent registered public accounting firm for the 2022 fiscal year	FOR	73

We may also transact any other business that may properly come before the meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.

Record Date

March 11, 2022

2021 Company Financial Performance

In 2021, AXIS advanced its efforts to strengthen its business, reposition its portfolio, reduce volatility, and drive profitable growth in attractive markets - while capitalizing on favorable market conditions. We are proud of the results that we delivered in 2021.

Operating return on average common equity (“OROACE”) was the financial metric used for evaluating cash bonus awards under our Annual Incentive Plan. Relative total shareholder return (“TSR”) was the Company’s financial metric for its performance-vesting restricted stock unit awards (“PSUs”) granted in 2021.

AXIS’ 2021 financial results for these performance metrics on an absolute basis are set forth below:



Measure	Fiscal Year 2021	Change versus Fiscal Year 2020

OROACE⁽¹⁾	9.1%	+12.8% pts

ROACE ⁽²⁾	12.2%	+15.4% pts

Total Shareholder Return⁽³⁾	11.8%	+23.7% pts

(1)

See Appendix 1 for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

(2)

Return on average common equity. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(3)

One-year TSR with dividends reinvested sourced from S&P Capital IQ.



		PROXY STATEMENT SUMMARY		1

COVID-19 Response

Throughout the ongoing COVID-19 pandemic, we have remained committed to the health, safety and wellness of our employees and focused on sustaining excellent service to our clients and partners in distribution. To support our employees during this time, we have offered educational tools and materials focused on the health and wellbeing of our employees, including remote working best practices, leading virtual teams and managing stress while working from home. We also allowed flexibility with paid time off and sick leave policies and offered employees paid time off to receive primary or booster vaccinations.

We continue to monitor health information in the various jurisdictions in which we operate as we implement our Flex for Your Day hybrid work format which provides most of our employees with the flexibility to work both remotely and from an AXIS office.

For additional information on our COVID-19 response, please refer to “Corporate Governance – Human Capital Management.”

Human Capital Management

We believe our employees distinguish us from our competitors and are critical to our success as a (re)insurance company that leads with purpose. As a result, one of our core strategies is to invest in and support our employees, including with respect to health, safety and wellness, diversity, equity and inclusion, talent development, employee engagement and compensation and benefits.

For additional information on our human capital management, please refer to “Corporate Governance – Human Capital Management.”

Corporate Citizenship

At AXIS, our purpose is clear: by helping people and organizations around the world to manage risk, we give them the confidence to pursue their goals and ambitions. Our Corporate Citizenship program, designed to address environment, social and governance (ESG) factors and focusing on issues like environment and diversity, equity and inclusion (DE&I), is one of many ways we advance this purpose.

For more information on the Company’s corporate citizenship initiatives, see “Corporate Governance – Corporate Citizenship & Sustainability.”

Board Refreshment Practices and Strong Leadership Team

In 2021, the Board appointed Michael Millegan and Axel Theis to AXIS’ Board. Further, since July 2018, seven talented directors with diverse skill sets and professional backgrounds have joined our Board. These appointments demonstrate the Board’s strong commitment to Board refreshment and strengthening and diversifying the Board’s breadth of expertise and perspectives. For more information on the Board’s refreshment process, see “Corporate Governance” and “Proposal 1: Election of Directors.”

On the leadership front, in January 2022 we announced that Peter Wilson, Chief Executive Officer of AXIS Insurance, will be leaving the Company effective December 31, 2022 timed to the completion of his employment agreement. Mr. Wilson will serve in his current role until May 31, 2022 and will serve as an advisor from June 1 until December 31, 2022. Vincent Tizzio, who currently serves as Senior Advisor – Insurance Market Strategy, will succeed Mr. Wilson as Chief Executive Officer of AXIS Insurance effective June 1, 2022. Collectively, our executive leadership team shares a commitment to fully realize AXIS’ growth potential.

Executive Compensation

•

Bonuses made under our annual incentive plan are designed to drive our “One AXIS” approach, placing a heavier weighting on corporate financial results.

•

The annual incentive mix for our CEO is weighted 75% based on OROACE and 25% based on non-financial metrics. The CEOs of our business units and our Chief Investment Officer have 55% of their annual incentive mix based on Company OROACE (previously 35%) and our CFO has 70% of his annual incentive mix based on Company OROACE (previously 60%).



2		PROXY STATEMENT SUMMARY

•

The non-financial objectives for the Annual Incentive Plan include metrics that assess our underwriting year performance for our business unit leaders and the NEOs’ individual contributions to our strategic goals.

•

The annual equity award for our CEO is weighted 60% in PSUs and 40% in time-vested stock unit awards (“RSUs”). The other NEOs’ equity awards are split evenly between PSUs and RSUs.

•

For 2021 equity grants, the PSU payout range had a minimum of 0% and a maximum of 200% of target. No PSU payouts vest in the case of bottom quartile performance.

For more information on executive compensation, see “Compensation Discussion and Analysis” and “Executive Compensation.”

Corporate Governance Highlights

Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:

•

Regular shareholder engagement

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Annual Board and committee self-evaluations

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Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating and Social Responsibility Committees

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None of our directors serve on the board of directors of more than three other publicly-held corporations

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Majority vote standard for election of directors

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No stockholder rights plan (“poison pill”)

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Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting

Shareholder Engagement and Responsiveness to Shareholders

In addition to our regular investor relations efforts, in 2021 we reached out to shareholders representing over 60% of our outstanding common shares. In the Spring, we held meetings with holders representing approximately 25% of our outstanding shares and in the Fall, we held meetings with holders representing approximately 28% of our outstanding shares.

•

Henry Smith, our Human Capital and Compensation Committee Chair and Independent Chair of the Board, led engagement efforts and actively participated in a majority of the meetings.

•

Discussion topics included Company performance, executive compensation and governance practices as well as environmental, social and sustainability topics.

For more information on shareholder engagement, see “Compensation Discussion and Analysis – Positive 2021 Say on Pay Vote and Shareholder Engagement.”

Prompt return of your proxy will help reduce the costs of re-solicitation.



		PROXY STATEMENT SUMMARY		3


PROPOSAL 1. ELECTION OF DIRECTORS

BOARD STRUCTURE

Our Board is divided into three classes, designated as Class I, Class II and Class III. The term for each Class III director expires at this year’s Annual General Meeting to be held on May 5, 2022; the term for each Class II director will expire at the Company’s Annual General Meeting in 2023; and the term for each Class I director will expire at the Company’s Annual General Meeting in 2024. At each annual general meeting of the Company, the successors of the class of directors whose term expires at that meeting will be elected for a term expiring at the annual general meeting to be held in the third year following the year of their election.

Three Class III directors are to be elected at the meeting to serve until the Company’s Annual General Meeting in 2025. All of the nominees are currently directors. Our Corporate Governance, Nominating and Social Responsibility Committee recommended all of the nominees to our Board for election at the meeting and all nominees have consented to serve on our Board. We do not expect that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the Annual General Meeting, proxy cards authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by our Board.

Our Board has reviewed its classified board structure and continues to believe that this structure provides greater stability and continuity in the Board’s membership and in the direction and guidance that it provides to the Company’s management. As compared to an annual election process, this approach promotes a long-term perspective to our strategic objectives and has proved beneficial to our CEO and executive management in establishing the Company’s short and long-term priorities. The classified board structure also ensures that at any given time, a majority of the directors serving on the Board will have substantial knowledge of the Company and its business, values, competitive environment, risks and strategic goals. We believe directors who have experience with the Company are better positioned to make decisions that are best for the Company and its shareholders, particularly given the complexity of the (re)insurance industry. In addition, three-year terms assist in recruiting highly qualified directors who are willing to commit the time and resources to develop a deep understanding of the Company and its business, and encourages a long-term view. We believe that a classified election process remains in the best interests of our shareholders.

SKILLS, QUALIFICATIONS AND EXPERIENCE OF DIRECTORS

For the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of integrity with significant accomplishments in their chosen fields. The Corporate Governance, Nominating and Social Responsibility Committee is responsible for recommending qualified candidates for directorships to be filled by the Board or by our shareholders. Directors are expected to bring a diversity of experiences, skills and perspectives to our Board. The Committee considers qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity and fairness to be of paramount importance. It also examines experience, diversity, knowledge and skills in business judgment, leadership, strategic planning, general management practices and crisis response. In addition, the Committee looks for candidates with financial expertise and a willingness and ability to commit the time required to fully discharge their responsibilities to the Board. The Committee evaluates candidates based on their qualifications and not based on the manner in which they were submitted for consideration.

The Committee views diversity as an essential element of our Board’s composition and effectiveness. Attributes that will be additive to our overall Board’s diversity, such as race, gender identity, age, sexual orientation, ethnicity and national origin, are considered in the identification and evaluation of our director candidates.

As reflected in the chart below, we believe our Board offers a diverse range of skills and experience to provide effective oversight of the Company and create long-term growth through successful execution of the Company’s strategic initiatives.

SEC Form DEF 14A filed by Axis Capital Holdings Limited