DEF 14A 1 proxystatementhtml.htm PROXY STATEMENT HTML

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 12, 2021

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 Everest Re Group, Ltd., Seon Place, 4^th Floor, 141 Front Street, Hamilton, Bermuda on May 12, 2021 at 11:00 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 2022 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, 2021 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, 2020 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, 2020, 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 15, 2021 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 9, 2021
Hamilton, Bermuda

EVEREST RE GROUP, LTD.
PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS
MAY 12, 2021

TABLE OF CONTENTS

	PAGE
GENERAL INFORMATION	1
EXECUTIVE SUMMARY	3
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	4
PROPOSAL NO. 1—ELECTION OF DIRECTORS	15
Information Concerning Director Nominees	17
Information Concerning Executive Officers	26
THE BOARD OF DIRECTORS AND ITS COMMITTEES	29
Director Independence	31
BOARD STRUCTURE AND RISK OVERSIGHT	34
BOARD COMMITTEES	39
Audit Committee	39
Audit Committee Report	39
Compensation Committee	41
Compensation Committee Report	41
Nominating and Governance Committee	42
Code of Ethics for CEO and Senior Financial Officers	44
Shareholder and Interested Party Communications with Directors	44
COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS	45
PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES	47
DIRECTORS’ COMPENSATION	48
2020 Director Compensation Table	49
COMPENSATION DISCUSSION AND ANALYSIS	50
Summary Compensation Table	77
2020 Grants of Plan-Based Awards	78
Outstanding Equity Awards at Fiscal Year-End 2020	79
Shares Vested	80
2020 Pension Benefits Table	81
2020 Non-Qualified Deferred Compensation Table	82
CEO PAY RATIO DISCLOSURE	83
EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS	84
Potential Payments Upon Termination or Change in Control	86
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	89
PROPOSAL NO. 2—APPOINTMENT OF INDEPENDENT AUDITORS	90
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	91
MISCELLANEOUS—GENERAL MATTERS	92

Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
Held on May 12, 2021 at Everest Re Group, Ltd., Seon Place, 4^th Floor, 141 Front Street, Hamilton, Bermuda at 11:00 a.m. local time.

The proxy statement and annual report to shareholders are available at
https://everestre.gcs-web.com/annual-meeting-materials?c=70696&p=proxy

Proxy Statement

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 12, 2021

GENERAL INFORMATION

The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) for use at the 2021 Annual General Meeting of Shareholders of Everest Re Group, Ltd., a Bermuda company (the “Company”), to be held on May 12, 2021, 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 2021 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 2020 compensation paid to the Named Executive Officers (as defined herein).

Only shareholders of record at the close of business on March 15, 2021 will be entitled to vote at the meeting. On that date, 49,879,279 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this amount includes 9,719,971 Common Shares held by Everest International Reinsurance, Ltd. (“International Re”), the Company’s subsidiary. As provided in the Company’s Bye-laws, International Re may vote only 4,938,048 of its shares. The outstanding share amount also excludes 33,524 shares with no voting rights. The limitation of International Re’s voting shares to 4,938,048 and the exclusion of 33,524 shares with no voting rights results in 45,063,832 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, 2020 (including financial statements) and the enclosed Proxy Card are first being mailed to the Company’s shareholders on or about April 9, 2021.

Please note that given the continued uncertainties relating to the Coronavirus or COVID-19, we may have to postpone the Annual General Meeting to a later date. In such instance, the Company would publicly announce a determination to postpone the meeting and the new date in a press release that would also be available at www.everestre.com as soon as practicable before the currently scheduled May 12^th meeting.

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.

2 Everest Re Group, Ltd.

Executive Summary & ESG

EXECUTIVE SUMMARY

This summary highlights certain information contained in the Company’s proxy statement. The summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement carefully.

Financial Highlights

Against the backdrop of the challenges presented by the COVID-19 Pandemic (“Pandemic”) and despite significant levels of natural catastrophe events, the Company earned just over $514 million of net income in fiscal year 2020. Gross written premiums grew by 15% to $10.5 billion, and the Company earned $300 million of net operating income and generated a 3.4% return on adjusted shareholders’ equity¹. This level of performance demonstrates the strength of and success in our core strategic underwriting and risk management initiatives put into place in 2020, our ability to sustain multiple natural peril events, and our resilience in the face of extreme unexpected global financial and social challenges presented by the Pandemic.

Indeed, over the last five years, inclusive of the significant catastrophe events of recent years and factoring in the Pandemic related losses, the Company generated an average operating return on equity of 6.8%. 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.

Most importantly, though, we did not layoff, furlough or reduce the salaries of any of our employees due to the Pandemic. Indeed, the resilience of our franchise led by the dedication and hard work of our people helped us to achieve positive results for the year. Bolstered by disciplined expense management and our strong year-end cash flow of $2.9 billion, we were able to reward our employees with competitive merit increases, promotions, cash bonuses and share awards in recognition of their efforts in such unprecedented times.

Returning Value to Shareholders

We returned $449 million to shareholders in 2020 in the form of dividends and share repurchases. The Company repurchased $200 million of shares and paid $249 million in dividends.

Contribution of Insurance & Reinsurance Divisions to Overall Results

The success of our global diversification strategy and committed investment in the continued expansion of our insurance segment manifested in another milestone of $3.2 billion in premium written by the Everest Insurance^®division. Diligent portfolio management and underwriting actions to improve returns resulted in an improved 94.2% attritional combined ratio² (compared to a 96.5% attritional combined ratio in 2019). Everest Insurance^®division 2020 gross written premium increased 15% compared to 2019.

Our Reinsurance Division continued to execute its strategy of volatility management and reduced exposure to natural catastrophe events, ultimately writing $7.3 billion in premiums with an 85.2% attritional combined ratio. The 2020 gross written premiums for the Reinsurance Division also increased 15% compared to 2019.

As the Company has grown in scale and complexity, the respective President & CEOs 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 the unforeseen impacts of the Pandemic.

¹ Adjusted shareholders’ equity excludes net after-tax unrealized (appreciation) depreciation of investments. The Company generally uses after-tax operating income (loss), a non-GAAP financial measure, to evaluate its performance. Further explanation and a reconciliation of net income (loss) to after-tax operating income (loss) can be found at the back of the 10-K insert.

² Attritional combined ratio excludes catastrophe losses, reinstatement premiums, prior year development and COVID-19 pandemic impact.

Proxy Statement 3

Executive Summary & ESG

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

ESG Discussion & Roadmap

Environment, social and governance (“ESG”) issues are growing in materiality and impact for all industries, with significant implications for board responsibilities. While, at its core, the risk management concepts underlying ESG have been in place at Everest since our inception, we recognize the enhanced focus on the financial materiality of ESG in terms of corporate responsibility and business opportunity. 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 and satisfaction 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.

In addition to the summary descriptions below we encourage you to go to our website and review our Corporate Responsibility Report, which was first published in 2020. Although our Corporate Responsibility Report is 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.

A table of 2020 ESG disclosure highlights, as well as a brief roadmap of upcoming disclosure goals and events, is as follows:

March 2020	Publication of Everest’s inaugural Corporate Responsibility Report, published in accordance with Global Reporting Initiative (“GRI”) standards. Updated on a two year cycle. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report
4^th Quarter 2020	Publication of Everest’s supplemental disclosures under the Sustainability Accounting Standards Board (“SASB”) framework. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report
April 2021	Publish supplemental ESG performance tables on Everest’s website for 2020 (e.g., employee demographic and other data)
2021	Monitor and compile energy usage and greenhouse gas emission data from Everest’s operations locations, starting with Everest’s U.S. Headquarters (where a majority of Everest employees are located) and then expanding to other offices across Everest.
2021 / Early 2022	Work towards compiling and publishing disclosures for 2021 in accordance with the Task Force on Climate-related Financial Disclosure (“TCFD”) set of guidelines.
2022	Publish Everest’s next full and new edition of its comprehensive Corporate Responsibility Report at or prior to the mailing of next year’s proxy statement.

4 Everest Re Group, Ltd.

Executive Summary & ESG

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 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 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

Since the very beginning of the Pandemic, our top priority has been the health, safety, and well-being of our employees. In addition to not instituting any layoffs, furloughs, or salary reductions, our executive leadership team took proactive measures to remain engaged with all our colleagues across the Company including constant communication, logistics management and emotional support for our employees around the globe to help allay fears and anxieties resulting from the COVID-19 Pandemic. Empathy, transparency and comfort were the goals of our executive management team in communicating with our employees. The expanded investments over the past several years in our Information Technology in the form of personnel, upgraded equipment and migration of key business applications to a cloud environment facilitated our ability to adapt quickly to the government-imposed shutdowns of our offices around the globe.

The Company’s Pandemic response included:

Early Immediate Response	Employees in all Everest locations throughout the world seamlessly shifted to remote work, allowing us to continue to serve our customers, place new and renewal business, communicate with brokers and insureds, and maintain our reputation of delivering outstanding service.
Formation of Task Force	The Company formed a COVID-19 Task Force comprised of leaders from various cross-functional areas to plan and oversee efforts throughout the globe.
Re-entry Approach	Developed a detailed, consistent, disciplined re-entry approach for each of our offices, with the recommendation to reopen an office based on assessment of key-readiness indicators (e.g., local government protocols, health and safety guidelines, re-entry status).
Re-entry Guiding Principles	•Health and safety of our employees is paramount; •Adopt a “smart follower” approach based upon evolving best practices and peer review; •Gradual return to the workplace, as we continue to observe social-distancing and enhanced cleaning procedures; •Initial re-entry limited to maximum of 25% of the staff; •Employees to retain fully functional remote office, in case of need to revert quickly to remote work; •Once an office is re-opened, continue to monitor key indicators, solicit feedback, adjust as needed, and continue to review readiness to increase capacity.

Proxy Statement 5

Executive Summary & ESG

Frequent Communication and Updates	Regular and frequent Virtual Town Hall meetings were held with employees world-wide, and a robust communication system was put in place to update all employees on latest developments and solicit feedback. A COVID-19 intra-company website portal was established, containing the latest available information including re-entry materials, guidelines, and relevant contact information for all office re-entry planners and coordinators.
Office Workplace Safety Measures & Guidelines	The Company undertook an extensive work-place safety review and update during the Pandemic in accordance with CDC and medical guidelines as well as local jurisdictional requirements.
Employee Mental Health and Well-being	Employees were provided with resources free of charge to help manage stress and anxiety.

Formation of COVID-19 Task Force and Workplace Guidelines

When the Pandemic began, employees in all Everest locations throughout the world seamlessly shifted to remote work from home, allowing us to continue to serve our customers and deliver outstanding service. We formed a COVID-19 Task Force comprised of leaders from various cross-functional areas including human resources, information technology, claims, underwriting, legal, finance/accounting, corporate services, etc., to identify, plan, and implement procedures to manage our business and ensure the well-being of our employees in accordance with local government shut-down requirements and other regulations applicable to our offices around the globe. The primary responsibility of the Task Force was to develop a strategy to keep employees safe, continuously monitor local conditions and prepare Return to Work guidelines in accordance with government orders and readiness indicators. We held regular virtual global town hall meetings hosted by our CEO and the entire senior executive leadership team to address questions and concerns from our employees and their families about the Company’s financial position, job security and other matters. The centralized communication platform provided the ability for the Task Force to relay key status and information to our employees on a variety of fronts including government response information, local procedures, and status of offices around the globe. These virtual town hall dialogues provided an open forum for our employees to not only see and address our executive leadership team directly, but also interact and stay connected with their colleagues from various international locations during such an unprecedented time. Our employees expressed appreciation for the open and honest communication and the Company’s concern for their health and safety and the health and safety of their families. Many noted how far ahead we were in communicating when compared to our peers and other companies where another family member or spouse worked.

The Task Force was also integral to reviewing and implementing best practices for employee access to certain offices in accordance with Center for Disease Control and Prevention (“CDC”) and medical guidelines as well as local jurisdictional requirements. Based on recommendations from the Task Force and employee surveys, the Company identified several offices as part of a phased re-opening on a voluntary basis only and at limited capacity. In addition to enhanced cleaning and sanitization measures, each of those offices were equipped with directional signage, social distancing signage, and signage on practicing healthy hygiene and wearing face masks throughout the building. Restrictions were imposed on visitors and for any business travel. Employees were provided with medical grade and KN-95 masks, as well as sanitizing wipes and hand sanitizer in common areas. Our new U.S. Headquarters in Warren is equipped with glass partitions between workstations, touchless features and increased air ventilation and filtration systems. As a further employee benefit, the Company expanded its Sick Leave Policies to allow liberal use for COVID-related reasons. The Task Force issued a Re-entry Manual outlining these new protocols and procedures for each office location and held Town Hall meetings to train employees.

More recently, the Task Force has been coordinating closely with Human Resources on the vaccine rollout and exploring all options, including discussions with vendors to provide the vaccine to our employees once it becomes more widely available. The Task Force compiles and distributes educational materials and hosts webinars to encourage and educate employees on the benefits of the vaccine, without disrespecting an individual’s personal beliefs.

6 Everest Re Group, Ltd.

Executive Summary & ESG

Mental Health and Well-Being

We recognize that during this challenging time, many people may experience feelings that can become overwhelming. As such, employees were provided with resources free of charge to help manage stress and anxiety. Partnering with our health insurer, a 24-hour toll-free help line was offered to all employees across the globe as well as access to a podcast library on a variety of helpful topics, including health, wellness, and strategies to manage stress and encourage meditation. Recorded webinars with topics including Managing Anxiety, Financial Best Practices in Uncertain Times, and Tips for Managers to Support Employees were provided along with virtual yoga and fitness classes and a virtual health fair. These services were offered globally across the Everest offices and available to all employees on the Company’s intranet.

Everest also recognized World Mental Health Day with a week of events to support and encourage employees to seek help if needed. All employees were encouraged to shut-down their computers, turn off cellphones and take vacation time away from work related activities and take time to connect with their families and speak to their children to ease their anxieties.

Future of Our Workplace

Our goal is to work together in our offices once again when we can do so safely. We want to maintain and promote our Everest culture, which is best achieved through in-person collaboration. At the same time, we want to promote the positives gained from the lessons learned and benefits shown from working remotely and providing greater flexibility for our employees and their families.

Everest is proud of the steps it has taken and will continue to take in support of our employees both in response to the Pandemic and otherwise. We are honored to receive the distinction in September 2020 of being named one of the 2020 Best Places to Work in Insurance by Business Insurance, which recognizes employers for their outstanding performance in establishing workplaces where employees can thrive, enjoy their work, and help companies grow.

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. 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, one of whom serves as Chair of the Board’s key Underwriting Committee.

Proactive diversity recruitment is an integral aspect of succession planning at the executive level involving identifying and developing female and other minority leaders within the organization to assume more visible senior leadership roles. 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 encourage promotions. Indeed, our executive officers are measured on their forward-thinking diversity initiatives as part of their annual performance evaluations. Such diversity at the most senior levels of our organization reflects our commitment to identify and develop highly qualified women and individuals of color to help lead our Company into the future.

Equality in opportunity, career development, compensation and respect for all individuals is a fundamental human right that is at the forefront of our culture and promoted not only within our workplace but also the global communities in which we operate. The events of 2020 highlighted the need to bring greater attention and awareness to social justice reforms across our Company and society. To that end, we announced a new Diversity, Equity and Inclusion (“DEI”) initiative. Our DEI initiative represents a long-term commitment to advancing an inclusive and diverse culture within our Company as well as encouraging and supporting our employees in bringing attention to human rights reform initiatives around the globe. As part of this initiative, and in an effort to bring greater awareness to the need of social justice reforms, our senior management team held a series of diversity “listening sessions” with employees in underrepresented groups including Black, African American, and Caribbean employees, and those of Black heritage. The listening sessions were expanded to sessions with female, Pan-Asian, Latinx/Latino and Hispanic, and LGBTQ+ employees. These sessions provided an opportunity for an honest and open dialogue with management about concrete ways in which the Company can execute on its commitment to

Proxy Statement 7

Executive Summary & ESG

diversity, equity and inclusion in the workplace and provided an opportunity to engage in robust dialogue about the employee experience at Everest. The turnout to these events by employees and senior management was highly successful, and the employee feedback has been incorporated into our short- and long-term DEI strategies.

Based in part on the feedback received during these listening sessions, the Company sponsored the formation of a Diversity, Equity and Inclusion Council. This Council is supported and mentored by a team of senior executives of the Company including our CEO, our Executive Vice President & Chief Human Resources Officer, and our Executive Vice President & General Counsel. The Council itself is composed of 15 employees from all levels who share their experiences and diverse views to develop ways to enhance the DEI culture across Everest. Membership on the Council is open to employees at every level of the Company who are dedicated to driving forward Everest’s DEI efforts. The Council works to help link Everest’s commitment to diversity with our overall business strategy, as well as advocate for, help execute on, and provide guidance and oversight on diversity efforts. The Council also works on Company-wide communication and facilitates opportunities for employees to network and exchange ideas about industry DEI practices. The Council partners with senior management and the Human Resources department to foster equitable employee development and career progression as well as diverse talent acquisition.

To raise awareness and ensure that a diverse group of voices is heard throughout Everest, the Council recommended the sponsorship of Employee Resource Groups (“ERGs”). ERGs provide fellowship, friendship and support to employees with similar cultural experiences. Participation in an ERG is open to all employees regardless of background to enhance career and personal development, exchange ideas and share cultural experiences and backgrounds to contribute to Everest’s vision and values. Initially, the Council formed two ERGs focusing on Everest’s African American and Black employees, as well as our LGBTQ+ employees.

A summary of just some of our recent DEI-related initiatives in 2020 include:

Executive Leadership Focus on DEI	Under our CEO Juan C. Andrade’s leadership, Everest’s executive management has placed DEI efforts as a critical focus of the Company’s path forward.
Listening Sessions	These well-attended sessions provided an opportunity for an honest dialogue with management about concrete ways the Company can improve on DEI matters in the workplace.
Formation of DEI Council	The Council is charged with helping lead Everest’s DEI initiatives going forward.
Employee Resource Groups	Focused associations that provide fellowship, friendship and support to employees with similar cultural experiences. Participation in our ERGs is open to all employees regardless of background to enhance career and personal development and exchange ideas and share experiences and backgrounds to contribute to Everest’s vision and values.
Talent Acquisition Efforts	We have established new partnerships with the National African American Insurance Association, International Association of Black Actuaries, Diversity and Inclusion Center for Equity (DICE), and Grace Hopper (women in tech). These partnerships facilitated our participation in virtual career fairs and annual events hosted by these organizations. We enhanced our existing higher education partnerships to focus on diversity with four local universities near Everest’s U.S. headquarters (Rutgers University, Temple University, New Jersey Institute of Technology, and St. John’s University), as well as expand partnerships with Historically Black College and Universities including Johnson C. Smith University, Lincoln University, and Morgan State University.
Bias Awareness Training	Everest has partnered with Blue Ocean Brain, an on-demand learning resource that uses flexible and modern microlearning content focused on diversity, equity and inclusion topics, and curated specifically for executives, managers and individual contributors. Bias awareness training is mandatory for all employees and is integrated into our new manager training curriculum.

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Executive Summary & ESG

Charitable Donations

The Company expanded its Company-wide matching gift program in June 2020 to support charities that support the fight against social injustice, inequality, racism, and discrimination, and in June 2020, Everest itself made a donation of $200,000 split between the NAACP and the Equal Justice Initiative.

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, gender pay equity, talent development, environmental, social and governance can be found in our Corporate Responsibility Report which we published in March 2020. 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. Our inaugural Corporate Responsibility Report was published under the Global Reporting Initiative (“GRI”) framework. In 2020, we supplemented the Report with additional disclosures compliant with the Sustainability Accounting Standards Board (“SASB”) standards, which may also be found in the same section of the Company’s website. Finally, for 2021, our Company will be expanding its climate related reporting framework to include disclosures under the Task Force on Climate-related Financial Disclosure (“TCFD”) set of guidelines.

Community Outreach & Volunteer Work

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”) in 2017. Everest Charitable Outreach 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 encouraging 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 the initiative in committing thousands of hours in 2020 to support a range of charitable causes including a winter clothing drive where Everest employees donated bags full of winter clothing to benefit the homeless; participating in United Way’s Tools for School program by donating funds for school supplies to students in need; supporting Habitat for Humanity; participating in a Valentine’s day lunch for veterans; volunteering at a local farm near the Everest U.S. headquarters picking produce to bring to local food pantries; and an “Everest Walking Challenge,” where 320 employees counted steps per day for charity, and the winning team earned the opportunity to select multiple charitable organizations which received a total of $50,000 on behalf of Everest. The Everest Insurance^® Transactional Risk team partnered with some of our clients and the Mergers and Acquisitions underwriting community to help raise funds for the Memorial Sloan Kettering Cancer Center in support of a cure for rare cancers at a local Cycle for Survival event.

Due to limitations on in-person efforts as a result of COVID-19 Pandemic, Everest ran a Company-wide matching gift campaign in 2020 for charities directly assisting with pandemic relief (e.g., hospitals, health care workers, first responders, food banks, and similar organizations). Everest also supported charities that support the fight against social injustice, inequality, racism and discrimination.

Proxy Statement 9

Executive Summary & ESG

Among some of the more notable examples of our employees going above and beyond to support our communities in response to the Pandemic was Bianca Armand. Bianca, a member of the National Guard, was called to help construct an emergency Field Medical Station at the Meadowlands Exposition Center in New Jersey. As a result of her efforts, hundreds of COVID-19 patients were provided a place to recover when hospitals were at capacity.

Early in the Pandemic Sanjoy Mukherjee, Executive Vice President and General Counsel, did his part to help support the doctors, nurses and other heroes risking their lives to deal with the crisis. A pilot with 30 years of flying experience, he used his personal homebuilt airplane to fly between several states to transport PPE including masks, gloves, face shields, gowns and other equipment to hospitals along the East Coast where such equipment was unavailable or in short supply. He and a group of volunteer private pilots flew several such missions on their own time in a small gesture to help their communities in any way during such unprecedented times.

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.

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, and 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 48-plus years 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. However, 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.

Finally, as noted below, Everest is a signatory to the Principles for Responsible Investment and has supported a policy in place since late 2019 by Everest’s fixed income manager, which manages a majority of Everest’s assets under management, to restrict any further purchases of bonds issued by companies that derive 25 percent or more of their revenue from coal. We have reduced the coal exposure in our investment portfolio and insurance premium income derived from coal-related business significantly since 2019.

10 Everest Re Group, Ltd.

Executive Summary & 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. Finally, Everest is also a signatory to the United Nations’ supported Principles for Responsible Investment and has been incorporating Environmental, Social and Governance (“ESG”) principles into our investment guidelines and decisions in accordance with UN-PRI Principles. The UN-PRI is the world’s leading proponent of responsible investment, with over 3,000 signatories representing more than US$103 trillion in assets under management. The UN-PRI defines responsible investment as a strategy and practice to incorporate ESG factors into investment decisions and active ownership.

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 to which the Company is exposed 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. Standard & Poor’s (“S&P”) rating of the Company’s ERM process as “Robust” in its December 2020 report places the Company among the top ratings of Bermuda and North American (re)insurers. The S&P report notes that Everest has “demonstrated a strong commitment to enhancing its ERM framework and has consistently managed to risk-adjusted return metrics.”

Operations

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, such as:

•

Our new and recently opened U.S. operational headquarters in New Jersey which is on track for LEED Silver certification and contains such features as a green roof, charging stations for electric vehicles, workspaces that maximize the use of natural light and various other sustainable and energy-saving features;

•

Our Bermuda headquarters building that incorporates such features as double glazed solar controlled glass, air conditioning which is water cooled using sea water, and energy-conserving lighting; and

•

Our New York City office building, where Everest is now a major tenant following recent employee and business expansion, which is LEED Gold and Energy Star 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.

We are also proud that in June 2020, 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 the past year.

Proxy Statement 11

Executive Summary & ESG

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 in order to develop predictive analytics models to improve pricing, product development and claims management. In order to timely respond to changing circumstances in this area that may impact areas of Everest’s business and continually 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.

Shareholder Feedback

As part of our governance practices, we annually reach out to our top 10 to 20 institutional investors to gauge emerging best practices themes in governance and shareholder values. Because of the practical limitations in meeting with all of our shareholders, we augment such outreach with publications, seminars and other materials in order to continually assess our governance standards. Based on the feedback of our shareholders, the Board took the following key actions effective January 1, 2020:

•

Effective January 1, 2020, the Board implemented a cap on non-employee director compensation to $450,000.

•

The Board expanded its climate change initiatives and policy and integrated climate change risk within its risk management oversight and the Company’s sustainability report.

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 2020

12 Everest Re Group, Ltd.

Executive Summary & ESG

✔	Annual General Meeting Attendance	Director attendance expected at Annual General Meeting per Governance Guidelines, and 100% of directors attended the 2020 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 NEOs
✔	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
✔	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	Six times annual retainer
✔	Use of Performance Shares as Element of Long-Term Incentive Compensation	Yes

Proxy Statement 13

Executive Summary & ESG

Voting Matters and Board’s Voting Recommendations

Proposal	Board’s Voting Recommendations	Page
Election of Director Nominees (Proposal 1)	FOR ALL DIRECTOR NOMINEES	15
Appointment of PricewaterhouseCoopers LLP as Company Auditor (Proposal 2)	FOR	90
Non-Binding Advisory Vote on Executive Compensation (Proposal 3)	FOR	91

14 Everest Re Group, Ltd.

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 2021 Annual General Meeting, the nominees for director positions are to be elected to serve until the 2022 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 on February 23, 2021, 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 15

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 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.

16 Everest Re Group, Ltd.

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: 72

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, a member of the Board of Directors of the W. F. Casey Foundation, Brooklyn, New York and a member of the Board of Trustees and Finance, Audit and Investment Committees of Embry-Riddle Aeronautical University.

Proxy Statement 17

Proposal No. 1 - Election of Directors

JUAN C. ANDRADE, CEO & PRESIDENT

Age: 55

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. Mr. Andrade also serves as Chairman of the Board of Bermuda Re and International Re. He is also a director of Everest Holdings, Everest Global and Everest Re Advisors, Ltd (“Everest Re Advisors”), as well as Chairman of the Board and President of Mt. Whitney Securities, LLC (“Mt. Whitney”).

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.

18 Everest Re Group, Ltd.

Proposal No. 1 - Election of Directors

WILLIAM GALTNEY, INDEPENDENT LEAD DIRECTOR

Age: 68

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 19

Proposal No. 1 - Election of Directors

JOHN A. GRAF

Age: 61

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.

20 Everest Re Group, Ltd.

Proposal No. 1 - Election of Directors

MERYL HARTZBAND

Age: 66

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 21

Proposal No. 1 - Election of Directors

GERRI LOSQUADRO

Age: 70

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

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