DEF 14A 1 proxy2022.htm PROXY 2022

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 10, 2022

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 10, 2022 at 10:00 a.m., local time, for the following purposes:

To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber as directors of the Company, each to serve for a one-year period to expire at the 2023 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.

To appoint PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2022 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, 2021 compensation paid to the Company’s Named Executive Officers.

4.	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, 2021, 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 11, 2022 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


	Sanjoy Mukherjee
	Executive Vice President,
	General Counsel and Secretary

April 8, 2022
Hamilton, Bermuda

TABLE OF CONTENTS

GENERAL INFORMATION	1	THE COMPANY’S COMPENSATION
		PHILOSOPHY AND OBJECTIVES	61
EXECUTIVE SUMMARY	3	Components of the Company’s
		Compensation Program	62
ENVIRONMENTAL, SOCIAL AND		The Role of Peer Companies and Benchmarking	63
GOVERNANCE	5	Incentive Based Bonus Plans	64
		Executive Performance Annual Incentive Plan	64
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	19	Long-Term Compensation Determinations	66
Information Concerning Director Nominees	21	Time-Vested Share Awards	66
Information Concerning Executive Officers	30	Performance Share Units	66
		Named Executive Officer Compensation	71
THE BOARD OF DIRECTORS AND ITS		Company Financial Performance Assessment	71
COMMITTEES	34	Link Between Pay and Performance for 2021	72
Director Independence	36	Investor Day Financial Targets	73
Enhanced Audit Committee Independence		2021 versus 2020 Results	73
Requirements	37	Individual Performance Assessment Factors	74
Enhanced Compensation Committee		Summary of Direct Compensation Awarded
Independence Requirements	37	in 2021	74
		Incentive Cash Bonus	74
BOARD STRUCTURE AND RISK OVERSIGHT	39	Other Forms of Compensation	83
Board Diversity	39	Clawback Policy	83
Leadership Structure	40	Perquisites and Other Benefits	83
Board Role in Risk Oversight	41	Tax and Accounting Implications	83
Cybersecurity	42
Climate Risk	43	COMPENSATION OF EXECUTIVE OFFICERS	84
		Summary Compensation Table	84
BOARD COMMITTEES	44	2021 Grants of Plan-Based Awards	85
Audit Committee	44	Outstanding Equity Awards at Fiscal Year-End
Audit Committee Report	44	2021	86
Compensation Committee	46	Share Option Exercises and Shares Vested	87
Compensation Committee Report	46	2021 Pension Benefits Table	88
Nominating and Governance Committee	47	2021 Non-Qualified Deferred Compensation
Risk Committee	49	Table	89
Code of Ethics for CEO and Senior Financial
Officers	50	CEO PAY RATIO DISCLOSURE	90
Shareholder and Interested Party
Communications with Directors	50	EMPLOYMENT, CHANGE OF
		CONTROL AND OTHER AGREEMENTS	91
COMMON SHARE OWNERSHIP BY		Potential Payments Upon Termination or
DIRECTORS AND EXECUTIVE OFFICERS	51	Change in Control	93
		Termination or Change of Control	94
PRINCIPAL BENEFICIAL OWNERS OF
COMMON SHARES	53	COMPENSATION COMMITTEE
		INTERLOCKS AND INSIDER PARTICIPATION	96
DIRECTORS’ COMPENSATION	54
2021 Director Compensation Table	55	PROPOSAL NO. 2 – APPOINTMENT
		OF INDEPENDENT AUDITORS	97
COMPENSATION DISCUSSION AND ANALYSIS	56
Executive Summary	56	PROPOSAL NO 3. – NON-BINDING ADVISORY
		VOTE ON EXECUTIVE COMPENSATION	98
COMPENSATION PRACTICES	59
		MISCELLANEOUS – GENERAL MATTERS	99

Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
Held on May 10, 2022 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 10, 2022

GENERAL INFORMATION

The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) for use at the 2022 Annual General Meeting of Shareholders of Everest Re Group, Ltd., a Bermuda company (the “Company”), to be held on May 10, 2022, 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, Roger M. Singer, Joseph V. Taranto and John A. Weber 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 2022 and for authorizing the Company’s Board of Directors acting through its Audit Committee to determine the independent auditor’s remuneration; and (3) for the approval, by non-binding advisory vote, of the 2021 compensation paid to the Named Executive Officers (as defined herein).

Only shareholders of record at the close of business on March 11, 2022 will be entitled to vote at the meeting. On that date, 49,172,165 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this amount includes 9,719,971 Common Shares held by Everest Preferred International Holdings, Ltd. (“Preferred Holdings”), the Company’s subsidiary. As provided in the Company’s Bye-laws, Preferred Holdings may vote only 4,938,048 of its shares. The outstanding share amount also excludes 34,159 shares with no voting rights. The limitation of Preferred Holdings voting shares to 4,868,044 and the exclusion of 34,519 shares with no voting rights results in 44,285,719 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.

Proxy Statement 1

Proxy Statement

This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company for the year ended December 31, 2021 (including financial statements) and the enclosed Proxy Card are first being mailed to the Company’s shareholders on or about April 8, 2022.

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.

Proxy Statement 2

Executive Summary

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

* 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 realized capital gains (losses) and after-tax net foreign exchange income (expense). The Company provides after-tax operating income (loss) to investors so that they have what management believes to be a useful supplement to GAAP information concerning the Company’s performance. For further information, please see the Company’s December 31, 2021 Financial Supplement at page 2.

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 continued financial and social challenges, including climate change, supply chain constraints, and social and material inflation. Indeed, over the past three years, inclusive of the significant catastrophe events of recent years and factoring in the Pandemic related losses, the Company generated a Total Shareholder Return of 11.3%. 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 $472 million to shareholders in 2021 in the form of dividends and share repurchases. The Company repurchased $225 million of shares and paid $247 million in dividends.

Proxy Statement 3

Executive Summary

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 billion in premium written by the Everest Insurance^®division. Diligent portfolio management and underwriting actions to improve returns resulted in an improved 97.1% combined ratio for the Everest Insurance^®division in 2021 (compared to a 102.6% combined ratio in 2020), and a 91.2% attritional combined ratio (compared to a 94.2% attritional combined ratio in 2020). The Everest Insurance^®division’s 2021 gross written premium also increased 24% compared to 2020. 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, ultimately writing $9 billion in premiums with a 98.1% combined ratio (compared to a 103% combined ratio in 2020) and a 86.3% attritional combined ratio (compared to a 85.2% attritional combined ratio in 2020). The 2021 gross written premiums for the Reinsurance Division also increased 25% compared to 2020. 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.

As the Company has grown in scale and complexity, the respective heads of the Reinsurance and Insurance divisions continue to engage cohesively with one another. Frequent and open communication between our executive leadership team under the direction of our CEO and oversight of our Board ensures a unified and proactive approach to risk management and underwriting discipline in order to generate the successful returns achieved in the past year as well as endure unforeseen impacts of the Pandemic.

Proxy Statement 4

ESG

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, 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, Information Technology, etc. The integration of ESG across our Company is the challenge we face going forward in support of our key 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:

January 2022	Everest becomes a signatory to the United Nations Principles for Sustainable Insurance (“PSI”), a global framework for the insurance industry to address ESG risks and opportunities sponsored by the United Nations Environment Programme’s Finance Initiative.
1^st Quarter 2022	Completion of first greenhouse gas inventory project for our U.S. operations, including capturing scope 1, 2 and 3 emissions data to determine a carbon footprint baseline and support us in developing emission reduction targets and goals throughout our business operations.
April 2022	Publication of Everest’s second comprehensive Corporate Responsibility Report, in accordance with the Global Reporting Initiative (“GRI”) standards and in alignment with the TCFD recommendations. The report is available at: https://www.everestre.com/Corporate-Responsibility
3^rd and 4^th Quarter 2022	Everest will expand its greenhouse gas inventory project beyond its U.S. operations and begin to capture scope 1, 2 and 3 emissions from Everest’s world-wide operations.
2022-23	Continue to design investment, underwriting and supply chain strategies to incorporate ESG and climate-related risks and opportunities into our core business operations.
2022-23	Expand Everest Cares program to invest in three philanthropic pillars aligned with United Nations Sustainable Development Goals – climate, hunger and justice by developing partnerships with select organizations and developing targeted giving programs.

Going forward, Everest will be aligning its ESG disclosures and initiatives with the following five leading frameworks:

1. Global Reporting Initiative (“GRI”) Standards	The GRI standards are one of the most widely adopted, and one of the broadest in scope, global and recognized standards for sustainability reporting.
2. 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.
3. 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.

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4. Principles for Responsible Investment (“PRI”)	The United Nations-supported PRI is a global leading proponent of responsible investment, with over 4,000 signatories representing more than U.S. $120 trillion in AUM.
5. 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 second comprehensive Corporate Responsibility Report, which was released this year, and follows on our inaugural report that was published in 2020. Although our Corporate Responsibility Report is released on a two-year update cycle, we actively update and supplement the report real-time during the year to highlight key milestone accomplishments in climate risk reporting, diversity and inclusion initiatives and community outreach.

Notably, in our 2022 report, we expanded our reporting to align with the TCFD recommendations. 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. Adopting these recommendations as we move forward and continuing to improve upon our TCFD disclosures in time will help demonstrate our commitment to considering climate issues and transitioning to a low-carbon economy. As a first-time reporter under the TCFD, we expect to expand and refine our reporting under this framework in future disclosures.

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.

In addition, 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. It has steadily grown to 200 members worldwide, representing about 30% of world premium volume. 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.

Further, 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.

Finally, we expect to launch our new EverGreen Business Resource Group in 2022. EverGreen will focus on enhancing and streamlining our efforts to cultivate and drive a company-wide culture of sustainability focusing on green initiatives throughout our organization. EverGreen will help elevate Everest’s environmental and social consciousness and advance our social responsibility efforts.

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.

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

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ESG

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.

COVID-19 Workplace Response

Throughout 2021, the Company continued working with its COVID-19 Task Force to safely reopen almost all its offices around the globe. Employees were initially welcomed back on a Phase 1 voluntary basis with limited capacity to ensure that they were comfortable being back in an office environment after staying home for nearly a year. Most of our offices are currently in a Phase 2 re-entry stage with all employees returning to the office last Fall under the company’s new work model known as the Future of Work (“FOW”).

Under our Future of Work model, many roles within the organization have been classified as remote-hybrid, providing employees with greater flexibility to work from home up to two days per week and allowing for in-person collaboration. Another group of roles were classified as fully remote for those that do not require in-office presence. The new work model allows for improved work-life balance for all our employees, and will help to attract and retain key talent in a competitive job market. Importantly, the flexibility of our employees to work remotely and therefore not have to commute daily is a key step in our journey to a net-zero emissions workplace by 2050.

Effective September 7, 2021, the Company announced that only fully vaccinated employees, contractors and visitors were permitted to work in its U.S. offices. We provided support for employees to receive the COVID-19 vaccine, including paid time off for each vaccination dose and paid sick leave to recover from side effects following vaccination. These measures, in conjunction with frequent communications with our employees, providing updated information from the CDC and medical data on the benefits of the COVID-19 vaccine and the science supporting its efficacy, have resulted in a nearly 96% employee vaccination rate.

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 not only within our workplace but also the global communities in which we operate.

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 two 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.

The Board has also recommended Ms. Meryl Hartzband to chair the Board’s Audit Committee should shareholders approve Ms. Hartzband’s re-election to the Board at the May Annual General Meeting.

Proactive diversity recruitment is integral to succession planning at both the board level and throughout all levels in the organization. Our Talent Development team works with senior management to identify women and persons of color across the Company as potential leaders. These individuals are provided management and executive leadership training and education to enhance their skillsets and provide opportunities for advancement.

Our Diversity, Equity and Inclusion Council (“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 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

Proxy Statement 7

ESG

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 2021 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.

Partly as a result of our DEI efforts, in 2021, 66% of new hires across all levels were diverse by gender or ethnicity and 59% at the Vice President level and above were diverse hires by gender or ethnicity. Our initiatives have also supported the advancement of diverse talent within the Company. For example, in 2021, 63% of promotions across all levels were diverse by gender or ethnicity and 52% of promotions at the Vice President level or above were diverse by gender and ethnicity.

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. Over 30,000 bias reduction lessons were completed in Blue Ocean Brain in 2021. Specifically, Everest employees completed an average of 16 Blue Ocean Brain lessons per employee.
Everest-NJ LEEP Partnership	Everest, along with more than 25 Everest employee volunteers from various disciplines across the company, partnered with NJ LEEP to sponsor four high school students and support their academic and professional careers. Through interactive sessions about business and industry, mentoring support, developmental workshops and educating through Constitutional debates, we provided this next generation with an invaluable leg-up on their future.
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.
Employee Resource Groups	Everest supports several ERGs to support our Black, Latino, LGBTQ+ and Pan Asian colleagues by leveraging networking events, professional development opportunities and the promotion of cultural traditions and awareness at Everest. These new ERGs joined our existing Women’s Networking Group and the Everest Charitable Outreach team. These ERGs carried out various successful events and programs in 2021, including celebrations of Women’s History, Pride Awareness and Black History Months; 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.

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ESG

Corporate Responsibility and Sustainability

We believe that our future is determined by actions taken today that go beyond just business strategy, but also encompass the values important to our employees and the communities in which we operate that define our corporate responsibility and maintain sustainability. Everest’s value commitments include 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; 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. We invite shareholders to carefully review the report which is available on the front page of the Company’s website under the “Corporate Responsibility” header at http://www.everestre.com and welcome feedback on our progress and the report. The Company also expanded its climate related reporting framework to include disclosures in alignment with the TCFD recommendations within our 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, and in spite of the challenges presented throughout the COVID-19 Pandemic, we were proud to see our employees take initiative by committing over one thousand volunteer hours in 2021 to support a range of charitable causes, including:

ARBOR DAY FOUNDATION	As part of Earth Day, ECO supported the Arbor Day Foundation’s reforestation efforts to plant 5,000 new trees in Florida’s Econfina Creek and Chipola River watersheds, which were devastated by Hurricane Michael in 2018.
GROW-A-ROW	Everest partnered with Grow-A-Row for two successful events in 2021. First, a team of 23 employees helped harvest cucumbers, peppers and plums at Grow-A-Row’s Pittstown, New Jersey, farm. The team harvested approximately 4,000 pounds of fresh produce, which provided more than 15,000 servings to neighbors struggling with food insecurity. Second, a team of 30 Everest employees volunteered in Grow-A-Row’s Apple Gleaning event in New Jersey. This group gleaned 3,000 pounds of apples, which also provided 12,000 servings to our neighbors struggling with food insecurity.
CAMP JOTONI	Over 21 Everest employees participated in a clean-up day at Camp Jotoni to prepare the camp for summer sessions. Camp Jotoni is a special needs summer camp for children and adults with disabilities. It is located on 15 acres in Warren, New Jersey, less than five miles from our U.S. headquarters.
“THANK YOU” LETTER WRITING	ECO and WNG co-hosted a “thank you” letter writing campaign to our U.S. Military veterans around the world. Everest employees from 15 different offices penned 2,000 cards, filling each with a personalized message of thanks.

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ESG

AKHIL AUTISM FOUNDATION	Everest employees participated in the Akhil Autism Foundation Walk in Woodbridge, New Jersey.
RISE AGAINST HUNGER	Everest employees volunteered with Rise Against Hunger to pack 35,400 nutritious meals that were distributed to Rise Against Hunger’s partners throughout the world.
UNITED WAY TOOLS FOR SCHOOLS	Everest held annual school supplies drive in collaboration with United Way Tools for Schools, resulting in the donation of nearly 5,000 school supply items.

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.

Through Everest Cares, in 2021, we donated a total of $200,000 to the NAACP Legal Defense and Education Fund, OutRight International and Asian Americans Advancing Justice. We also partnered with One Tree Planted, a non-profit organization focused on global reforestation. Together with One Tree Planted, Everest will plant one tree in honor of every Everest employee, which will ultimately result in 1,850 new trees in locations around the world. One Tree Planted planted over 10 million trees in 28 countries in 2020. Reforestation is one of the most efficient methods to capture carbon from the atmosphere, and thus is crucial to the fight against climate change. Additionally, as a qualifying organization of our Everest Matching Gifts Program, Everest will match employee contributions to One Tree Planted.

Climate Change and Environmental Conscience

Policy

As a global (re)insurance organization, our business involves protecting our customers through insurance and reinsurance from the impact of natural catastrophes, including large scale weather events. 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. There is also a trend of increasing losses from secondary perils from localized small and/or mid-sized events.

Climate change is a real and persistent threat. 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.

Proxy Statement 10

ESG

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 have developed a data-driven approach to responding to these risks in all aspects of our business, from modelling, to actuarial 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 impact on global warming and 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 risk 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 at the same time, remaining pro-active and forward-looking in preserving our sustainability 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 Principles of Responsible Investment 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, and 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 revenue from coal. As of year-end 2021, less than $50 million of our fixed income portfolio is exposed to companies that derive greater than 25% of their revenues 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.

Proxy Statement 11

ESG

	• Our Investment Division also recently expanded its staff, including an analyst and an additional senior portfolio manager vice president whose job functions will include monitoring and ensuring compliance with the PRI and reporting. • Everest will be working toward formulating an expanded responsible investment policy, in addition to utilizing ESG analytical services to help further measure the ESG qualities and carbon intensity of Everest’s investment portfolio, which we will aim to report on in our next TCFD report. • 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.
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 about 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. Renewable energy sources recently accounted for about 13% of total U.S. energy consumption and about 20% of electricity generation.¹ The share of generation from renewable sources is expected to increase from 20% in 2021 to 23% in 2022 and to 24% in 2023.² This dramatic growth presents an excellent insurance growth opportunity, with some recent highlights and initiatives by Everest in this area listed below: • 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 wind energy projects in the North Sea and Taiwan, hydropower projects in South America and solar energy projects across the globe, with a specific focus on emerging economies. • 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 8 GW of solar energy projects since 2008.

¹ See https://www.eia.gov/tools/faqs/faq.php?id=92&t=4.

² See https://www.eia.gov/outlooks/steo/report/electricity.php.

Proxy Statement 12

ESG

• 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.

• Finally, 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.

Through this support for clean energy development, Everest is adapting its business to confront the challenges posed by climate change. We intend to help advance the transition to a low-carbon economy, while protecting communities against the harms that could be caused by a haphazard transition. Everest will continue to work with its partners and stakeholders to seize opportunities to invest in this transition and address the threats posed by climate change.

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.

Proxy Statement 13

ESG

Memberships and Affiliations

The Company is active in various affiliations and memberships to help carry out its environmental policy. 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 4,000 signatories representing more than US$120 trillion in assets under management. 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, as also noted above, Everest is one of a small group of 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 the company’s recognition of the impact of climate change on the global environment and its stated goal of achieving a zero-emissions workplace across all global offices by 2050.

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 and regulatory risks, technology risks, and reputational risks. Everest’s underwriting and investment strategies take into account the transition risks, including through enhancing renewable energy coverage and limiting fossil fuel investments.

Proxy Statement 14

ESG

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 conscience 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. This includes Everest’s core locations where a majority of employees are located. Highlights include:

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

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 developing and implementing loss prevention practices and workplaces that not only promote worker safety at our clients’ facilities, but integrate the latest environmentally sustaining 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.

Proxy Statement 15

ESG

Shareholder Feedback

• We are committed to ensuring that we understand our shareholders’ issues and potentials 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 generally 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.

What We Heard	Everest Actions
Publication of Equal Employment Opportunity Commission (EEO-1) employee demographic data and board diversity data.	Everest publishes EEO-1 employee demographic data and board diversity data within the “Corporate Responsibility” section of Everest’s website.
Board commitment to expand ethnic and gender diversity.	The Board is committed to expanding the director candidate pool to assure wider inclusion of highly qualified women and persons of color.
Increased diversity among key committee leadership positions on the Board.	Everest’s Risk Committee is led by a female Chair.
Board Leadership – Some shareholders expressed a preference for an independent Chairman of the Board.	The Board noted that Mr. Taranto’s decades of leadership experience, industry expertise and institutional knowledge regarding the Company, provides invaluable insight and resource to the Company’s management and his colleagues on the Board more than compensates for the fact that he serves as a non-independent Chairman.
ESG Disclosure – We received very positive feedback on our ESG initiatives and reporting disclosures. Some shareholders recommended expanding our ESG reporting to comply with the TCFD framework.	In 2022, Everest will include additional disclosures in areas such as employee training and development while also expanding our climate risk reporting in compliance with the TCFD framework to be presented in addition to our current GRI and SASB framework reporting.

Proxy Statement 16

ESG

Highlights of our corporate governance and compensation best practices include:

Governance Profile Best Practice		Company Practice
✔	Size of Board	9
✔	Number of Independent Directors	7
✔	Board Independence Standards	The Board has adopted director independence standards stricter than the listing standards of the NYSE
✔	Director Independence on Key Committees	The Board’s Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors
✔	Separate Chairman and CEO	Yes
✔	Independent Lead Director	Yes
✔	Annual Election of All Directors	Yes
✔	Majority Voting for Directors	Yes
✔	Board Meeting Attendance	Each director or appointed alternate director attended 100% of Board meetings in 2021
✔	Annual General Meeting Attendance	Director attendance expected at Annual General Meeting per Governance Guidelines, and 100% of directors attended the 2021 Annual General Meeting
✔	No Over-Boarding	Directors are prohibited from sitting on the boards of competitors
✔	Regular Executive Sessions of Non-Management Directors	Yes
✔	Shareholder Access	No minimum share ownership or holding thresholds necessary to nominate qualified director to Board
✔	Policy Prohibiting Insider Pledging or Hedging of Company’s Stock	Yes
✔	Annual Equity Grant to Non-Employee Directors	Yes
✔	Annual Board and Individual Director Performance Evaluations	Yes
✔	Clawback Policy	Clawback Policy covering 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
✔	Code of Business Conduct and Ethics for Directors and Executive Officers	Yes
✔	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
✔	No Automatic Accelerated Vesting of Equity Awards	Accelerated equity vesting provisions are not and will not be incorporated in the employment agreements of any Named Executive Officer

Proxy Statement 17

ESG

Governance Profile Best Practice

Company Practice

✔	Double Trigger for Change-in-Control	Yes
✔	No Excise Tax Assistance	No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change-in-control
✔	Say on Pay Frequency	Say on Pay Advisory Vote considered by Shareholders annually
✔	No Re-pricing of Options and SARs	The Board adheres to a strict policy of no re-pricing of Options and SARs
✔	Minimum Vesting Period of Options and Restricted Shares	Minimum 1-year vesting period for equity awards However, the Board has always instituted a 5-year vesting period for equity awards to executive officers except for performance shares which must meet key performance metrics over the course of 3 years prior to settlement 3-year vesting period for equity awards to Directors
✔	Share Recycling	No liberal share recycling
✔	Stock Ownership Guidelines for Executive Officers	Six times base salary for CEO; three times base salary for other Named Executive Officers
✔	Stock Ownership Guidelines for Non-Management Directors	Five times annual retainer
✔	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	19
Appointment of PricewaterhouseCoopers LLP as Company Auditor (Proposal 2)	FOR	97
Non-Binding Advisory Vote on Executive Compensation (Proposal 3)	FOR	98

Proxy Statement 18

Proposal No. 1-- Election of Directors

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 2022 Annual General Meeting, the nominees for director positions are to be elected to serve until the 2023 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 2022, 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, Roger M. Singer, Joseph V. Taranto and John A. Weber, 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.

Proxy Statement 19

Proposal No. 1-- Election of Directors

•

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.

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.

Proxy Statement 20

Proposal No. 1-- Election of Directors

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: 73

Director Since: September 19, 2012

Independent

Committees:

• Audit

• Compensation (Chair)

• Nominating and Governance

• Underwriting

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.

Proxy Statement 21

Proposal No. 1-- Election of Directors

JUAN C. ANDRADE, CEO & PRESIDENT

Age: 56

Director Since: February 26, 2020

Non-Independent

Committees:

• Investment Policy

• Underwriting

• 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:

Mr. Andrade became Chief Executive Officer and President of the Company, Everest Re, Everest Global Services, Inc. (“Everest Global”) and Everest Holdings on January 1, 2020. He is also a director of Everest Holdings and Everest Global.

Prior to joining the Company, Mr. Andrade was Executive Vice President at Chubb Group, Ltd. (“Chubb”), and President of Chubb Overseas General Insurance from 2010 to 2019. At Chubb, Mr. Andrade was responsible for the company’s general insurance business in over 50 countries outside North America, including commercial P&C, traditional and specialty personal lines, and accident and health insurance. Prior to ACE’s acquisition of Chubb in 2016, he was also Executive Vice President of ACE, and Chief Operating Officer for ACE Overseas General, with responsibilities both in the United States and international. From 2006 to 2010, he served as President and Chief Operating Officer, P&C and President, Commercial Markets at The Hartford Financial Services Group. From 1996 to 2005, he held senior management positions with The Progressive Corporation.

Finally, in December 2020, Mr. Andrade joined the board of the United Services Automobile Association (“USAA”). The USAA is among the leading providers of insurance, banking and investment and retirement solutions to 13 million members of the U.S. military, veterans who have honorably served and their families.

Proxy Statement 22

Proposal No. 1-- Election of Directors

WILLIAM GALTNEY, INDEPENDENT LEAD DIRECTOR

Age: 69

Director Since: March 12, 1996

Independent

Committees:

• Audit

• Compensation

• Executive

• Nominating and Governance (Chair)

• Underwriting

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.

Proxy Statement 23

Proposal No. 1-- Election of Directors

JOHN A. GRAF

Age: 62

Director Since: May 18, 2016

Independent

Committees:

• Audit

• Compensation

• Nominating and Governance

• Investment Policy

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.

Proxy Statement 24

Proposal No. 1-- Election of Directors

MERYL HARTZBAND

Age: 67

Director Since: May 23, 2019

Independent

Committees:

• Audit

• 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.

Proxy Statement 25

Proposal No. 1-- Election of Directors

GERRI LOSQUADRO

Age: 71

Director Since: May 14, 2014

Independent

Committees:

• Audit

• Compensation

• Nominating and Governance

• Underwriting (Chair)

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 and treaty and facultative and 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.

Proxy Statement 26

Proposal No. 1-- Election of Directors

ROGER M. SINGER

Age: 75

Director Since: February 24, 2010

Independent

Committees:

• Audit (Chair)

• 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 International Re, both Bermuda subsidiaries of the Company, on January 17, 2012. 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.

Proxy Statement 27

Proposal No. 1-- Election of Directors

JOSEPH V. TARANTO, CHAIRMAN

Age: 73

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 the Company’s operations and significant insight into the insurance and reinsurance markets.

Proxy Statement 28

Proposal No. 1-- Election of Directors

JOHN WEBER

Age: 77

Director Since: May 22, 2003

Independent

Committees:

• Audit

• Compensation

• Executive

• Investment Policy

• Nominating and Governance

Qualifications and Skills:

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Business Operations

•	Finance and Accounting

•	Investments

•	International

•	Mergers & Acquisitions

•	Corporate Governance

•	Risk Management

Background:

Mr. Weber was elected as director of Bermuda Re and International Re, both Bermuda subsidiaries of the Company, on January 17, 2012. Since December 2002, he has been the Managing Partner of Copley Square Capital Management, LLC, a private partnership. From 1990 through 2002, Mr. Weber was affiliated with OneBeacon Insurance Group LLC and its predecessor companies. During that affiliation, he became the Managing Director and Chief Investment Officer of the OneBeacon insurance companies and the President and CEO of OneBeacon Asset Management, Inc. (formerly CGU Asset Management, Inc.) with overall responsibility for the North American investment activities of the CGU companies (now Aviva plc). From 1988 through 1990, Mr. Weber was the Chief Investment Officer for Provident Life & Accident Insurance Company and a director of Provident National, and from 1972 through 1988 was associated with Connecticut Mutual Life Insurance Company (“Connecticut Mutual”) and its affiliate, State House Capital Management Company (“State House”) (a pension and mutual fund pension advisor), eventually serving as Senior Vice President of Connecticut Mutual and President and CEO of State House.

Proxy Statement 29

Proposal No. 1-- Election of Directors

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: 53

Mr. Karmilowicz serves as Executive Vice President of the Company, and President and CEO of Everest Insurance^® Division since 2021. He is also 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 (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^®, 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.

Proxy Statement 30

Proposal No. 1-- Election of Directors

MARK KOCIANCIC

Age: 52

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, and Bermuda Re, and as a Director, Executive Vice President, Chief Financial Officer, and Treasurer 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.

Proxy Statement 31

Proposal No. 1-- Election of Directors

SANJOY MUKHERJEE

Age: 55

Mr. Mukherjee is the Executive Vice President, General Counsel and Secretary of the Company. Since 2006, he has served as Secretary, General Counsel and Chief Compliance Officer of the Company, Everest Global, Everest Holdings and Everest Re, also serving as a director of the latter two. From 2016 to 2020, he served as Managing Director and CEO of Bermuda Re, and still serves as a director. During 2016, he became a director of Everest Premier and Everest Denali. In 2015, he became a director, Chairman and CEO of Preferred Holdings and Bermuda Holdings, a director of Everest Service Company (UK), Ltd., Everest Corporate Member, Ltd. and International Assurance. During 2013, he became a director of Mt. Logan and SIG and Secretary and General Counsel of 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 and Secretary of Everest National, Everest Indemnity and Everest Security, and as Secretary of Everest Canada until 2015. Since 2008, he has been Secretary and a director of Mt. Whitney. He became a Vice President of Mt. McKinley Insurance Co., (“Mt. McKinley”) 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 Limited.

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).

Proxy Statement 32

Proposal No. 1-- Election of Directors

JIM WILLIAMSON

Age: 48

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.

Proxy Statement 33

The Board of Directors and its Committees

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	Roger M. Singer	Joseph V. Taranto	John A. Weber
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
International	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
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 2021 Corporate Responsibility Report available on Everest’s website.

Proxy Statement 34

The Board of Directors and its Committees

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 Committee and Nominating and Corporate 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 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.

Proxy Statement 35

The Board of Directors and its Committees

•

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.

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		X	X		X
Meryl Hartzband	X	X		X	X		X
Gerri Losquadro	X	X			X	Chair	X
Roger M. Singer	Chair	X			X		X
Joseph V. Taranto			X	X
John A. Weber	X	X	X	X	X		X
Meetings	4	4	0	4	4	4

Four formal meetings of the Board were held in 2021. 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 2021 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 of 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;

Proxy Statement 36

The Board of Directors and its Committees

(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.

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.

Proxy Statement 37

The Board of Directors and its Committees

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. Losquadro and Hartzband and Messrs. Amore, Galtney, Graf, Singer and Weber 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.

Proxy Statement 38

Board Structure and Risk Oversight

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 contribute 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 inclusion of highly qualified women and persons of color.

* Everest statistics for both the ethnic diversity and gender diversity charts are based upon U.S. employees only. Industry data is latest available from McLagan (part of Aon plc).

Proxy Statement 39

Board Structure and Risk Oversight

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.

Proxy Statement 40

Board Structure and Risk Oversight

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 view-point 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. William F. Galtney, Jr. served as the Independent Lead Director in 2021 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 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. Galtney. 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, property and casualty business including natural catastrophe exposure and potential maximum loss.

Proxy Statement 41

Board Structure and Risk Oversight

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 consisting solely of independent directors. 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.

In order to monitor compliance and liaise with the Board regarding the Company’s ERM activities, we established the Executive Risk and Underwriting Committee (“ERUC”) comprised of the CEO, the Chief Financial Officer, the Chief Operating Officer and Head of the Reinsurance Division, the President & CEO of the Insurance Division, the Chief Risk Officer, the General Counsel and other key officers of the Company. The ERUC, in conjunction with Board input, is responsible for establishing risk management principles, policies and risk tolerance levels. It provides centralized executive oversight in identifying, assessing, monitoring, controlling and communicating the Company’s enterprise-wide risk exposures and opportunities in accordance with pre-approved parameters and limits.

The ERUC meets quarterly to review in detail the Company’s risk positions compared to risk appetites, scenario-based stress testing, financial strength and risk accumulation. Quarterly, the Chief Risk Officer prepares a comprehensive report to the ERUC which includes the Group’s risk positions compared to risk appetites, considers scenario testing, assesses financial strength and provides an overview of ERM’s various other activities. The Chief Risk Officer, in conjunction with the input of the ERUC, also presents the above report, on a quarterly basis, to the Risk Committee with respect to our risk management procedures and our exposure status relative to the Board’s Risk Appetite Statement in our three key risk areas – asset risk, natural catastrophe exposure risk and long tailed reserve risk. These risk exposures are reviewed and managed on an aggregate and individual risk basis throughout our worldwide property and casualty insurance and reinsurance businesses and our investment portfolio.

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.

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. Cyber-based security 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 ERUC annually reviews the Company’s cyber exposure across all lines of business, as well as reviews security safeguards of protected privacy data held by the Company. The ERUC works in conjunction with the Company’s CISO in assessing the Company’s vulnerabilities to cyber threats, including 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 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.

Proxy Statement 42

Board Structure and Risk Oversight

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 ERUC 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.

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 undertook an analysis of the Company’s exposures to fossil fuels within our underwriting portfolios. In 2021, insurance premium from companies that generate 25% or more of their revenue from coal represented less than .09% of Everest’s overall 2021 gross written premium. Our exposure to such coal related companies represented an approximate 17% decrease from the previous year. Further, insurance premium from companies that generate 25% or more of their revenue from oil or natural gas represented less than 0.75% of our overall 2021 gross written premium. Finally, in 2021 only approximately 0.78% of facultative reinsurance premium related to coal mining operations.

Proxy Statement 43

Board Committees

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, to oversee the independent registered public accounting firm, to evaluate the independent registered public accounting firm’s qualifications and independence and to 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, 2021 (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, 2021.

The Audit Committee devoted substantial time in 2021 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 28, 2022, the independent auditors concluded that, as of December 31, 2021, the Company maintained, in all material respects, effective internal control over financial reporting based upon the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Proxy Statement 44

Board Committees

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 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 of the audit-related fees, tax fees and all other fees for 2021 and 2020.

The fees billed to the Company by PricewaterhouseCoopers LLP and its worldwide affiliates related to 2021 and 2020 are as follows:

	2021	2020
Audit Fees⁽¹⁾	$6,173,801	$6,293,428
Audit-Related Fees⁽²⁾	591,138	366,887
Tax Fees⁽³⁾	614,200	691,000
All Other Fees⁽⁴⁾	37,200	25,000

(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.

	Roger M. Singer, Chairman
	John J. Amore
	William F. Galtney, Jr.
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	John A. Weber

Proxy Statement 45

Board Committees

Compensation Committee

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 2021. 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”.

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.

	John J. Amore, Chairman
	William F. Galtney, Jr.
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	Roger M. Singer
	John A. Weber

Proxy Statement 46

Board Committees

Nominating and Governance Committee

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 2023 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 10, 2022 and December 10, 2022. 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 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.

Proxy Statement 47

Board Committees

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 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 in 2020 its first Corporate Responsibility Report in accordance with 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 2021 report also aligns with the recommendations of the TCFD for the first time.

	William F. Galtney, Jr., Chairman
	John J. Amore
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	Roger M. Singer
	John A. Weber

Proxy Statement 48

Board Committees

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.

	Gerri Losquadro, Chairwoman
	Juan C. Andrade
	John J. Amore
	William F. Galtney, Jr.

Proxy Statement 49

Board Committees

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 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.

Proxy Statement 50

Common Share Ownership by Directors and Executive Officers

COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the beneficial ownership of Common Shares as of March 11, 2022 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	21,446	⁽¹⁾	*
William F. Galtney, Jr.	65,818	⁽²⁾	*
John A. Graf	14,206	⁽³⁾	*
Meryl Hartzband	7,320	⁽⁴⁾	*
Gerri Losquadro	12,103	⁽⁵⁾	*
Roger M. Singer	17,068	⁽⁶⁾	*
Joseph V. Taranto	311,188	⁽⁷⁾	*
John A. Weber	16,231	⁽⁸⁾	*
Juan C. Andrade	50,664	⁽⁹⁾	*
Mike Karmilowicz	8,637	⁽¹⁰⁾	*
Mark Kociancic	26,466	⁽¹¹⁾	*
Sanjoy Mukherjee	43,493	⁽¹²⁾	*
Jim Williamson	10,456	⁽¹³⁾	*
All directors, nominees and executive officers as a group (13 persons)	605,096		1.4

*	Less than 1%

(1)

Includes 454 shares issuable upon the exercise of share options within 60 days of March 11, 2022. Also includes 2,410 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 37,606 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 2,410 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 2,410 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 2,677 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 2,410 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 2,410 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

(7)

Includes 19,330 shares owned by various family related trusts and investments in which Mr. Taranto maintains a beneficial ownership. Also, includes 391 restricted shares issued to Mr. Taranto under the Company’s 2010 Stock Incentive Plan and 2,019 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.

(8)	Includes 6,096 shares owned through family investments in which Mr. Weber maintains a beneficial ownership. Also, includes 2,410 restricted shares issued to Mr. Weber under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

(9)	Includes 27,090 restricted shares issued to Mr. Andrade under the Company’s 2010 Stock Incentive Plan and 13,658 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.

Proxy Statement 51

Common Share Ownership by Directors and Executive Officers

(10)	Includes 1,965 restricted shares issued to Mr. Karmilowicz under the company’s 2010 stock incentive plan and 4,889 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 23,595 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 3,954 restricted shares issued to Mr. Mukherjee under the Company’s 2010 Stock Incentive Plan and 3,972 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 9,517 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 44,285,719 total Common Shares outstanding and entitled to vote as of March 11, 2022.

Proxy Statement 52

Principal Beneficial Owners of Common Shares

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, 2021 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 Preferred International Holdings, Ltd.	9,719,971	⁽¹⁾	19.8%
Seon Place, 141 Front Street, 4th Floor
Hamilton HM 19, Bermuda
The Vanguard Group	4,391,743	⁽²⁾	9.0%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

SEC Form DEF 14A filed by Everest Re Group Ltd.