SEC Form PRE 14A filed by W.R. Berkley Corporation

W. R. Berkley Corporation

475 Steamboat Road

Greenwich, Connecticut 06830

Tel: (203) 629-3000 • www.berkley.com

To Our Fellow Shareholders:

Thank you for your continued ownership and support of W. R. Berkley Corporation. Your vote is important to us and, on behalf of our Board of Directors, we encourage you to cast your ballot on the items discussed in the Proxy Statement using the attached proxy card or by voting via telephone or online.

Financial Performance, Insurance Environment and Business Strategy

Our Company’s 2024 performance was outstanding, setting records for the third year in a row for gross and net premiums written, pre-tax underwriting income, net investment income, net income, and operating cash flow, culminating in a 23.6% return on equity and 23.5% growth in book value per share, before dividends and share repurchases. The Company achieved these record results amidst evermore complex insurance, economic, and political environments due to our team’s exceptional expertise and execution of our strategy. We remain committed to achieving a superior long-term risk-adjusted return on equity and are optimistic about our enterprise as we look forward to the remainder of 2025 and beyond.

An Independent, Diverse and Experienced Board

With a balance of tenures, diversity of backgrounds and experiences, and a range of skills and expertise, our Board is well-positioned to oversee our Company and support our long-term strategy. We continue to refresh our Board to further alignment with the Company’s evolving business and strategic needs. Recent additions have improved the Board’s collective expertise—notably in governmental operations, tax, legal, finance, technology, governance, and human capital management and development. The addition of Mr. Rusbuldt to the Board, if elected, will add deep industry expertise as well as expertise in the areas of risk management, distribution, regulatory matters and public policy.

Shareholder Engagement and Demonstrated Responsiveness

Our shareholder outreach and engagement remain robust. Much of our most recent outreach discussions centered on board refreshment and education for new directors and talent development in the context of succession planning. Enhanced discussion on these topics has been included in this proxy statement. We continue to monitor the evolving regulatory environment for sustainability reporting, and our shareholder feedback continually informs our practices.

We thank our colleagues for their steadfast commitment to meeting the needs of our customers, agents, brokers, and communities. It is because of our team that our Company continues to prosper, and we thank our shareholders for the privilege of managing their capital.

Sincerely,

William R. Berkley		W. Robert Berkley, Jr.
Executive Chairman		President and Chief Executive Officer

“Always do right. This will gratify some people and astonish the rest.”

— Mark Twain

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

W. R. BERKLEY CORPORATION

475 Steamboat Road

Greenwich, Connecticut 06830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 11, 2025

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of W. R. Berkley Corporation (the “Company”) will be held at its offices at 475 Steamboat Road, Greenwich, Connecticut, on Wednesday, June 11, 2025 at 1:30 p.m. for the following purposes:

In accordance with the Company’s By-Laws, the Company’s Board of Directors has fixed the close of business on April 17, 2025 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

We intend to hold our Annual Meeting in person. In the event circumstances arise such that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Details, if any, will be available on the Events and Presentation tab of our corporate website at https://ir.berkley.com/news-and-events/events-and-presentations/default.aspx. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors,

PHILIP S. WELT

Executive Vice President and Secretary

Dated: April   , 2025

Table of Contents

Your proxy is being solicited on behalf of the Board of Directors of W. R. Berkley Corporation (the “Company”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment thereof. On April  , 2025, we began mailing to stockholders of record either a Notice of Internet Availability of Proxy Materials (“Notice”) or this proxy statement and proxy card and the Company’s Annual Report for the year ended December 31, 2024.

2025 Annual Meeting of Stockholders

In order for business to be conducted, a quorum of a majority of our common stock outstanding and entitled to vote must be present either in person or by proxy at the Annual Meeting. Abstentions and broker non-votes are included in determining whether a quorum is present. The effects of abstentions and broker non-votes on the matters to be voted on are described in the table above.

ALIGNMENT WITH STOCKHOLDER INTERESTS

2024 Business Highlights

2024 was a record year for the Company, with record pre-tax underwriting income, investment income, and net income of $1.1 billion, $1.3 billion and $1.8 billion, respectively. Our 23.6% return on beginning equity in 2024 exceeded our long-term goal of 15%, and we grew book value per share before dividends and share repurchases by 23.5%.

Gross and net premiums written grew 9.6% and 9.3% to records of $14.2 billion and $12.0 billion, respectively. Growth was fueled by continued rate increases in most lines of business, except workers’ compensation and certain professional liability lines, combined with selective exposure growth. Our results also benefited from our perennial focus on terms and conditions, attachment points and limits, risk selection, and expense management. Our underwriting results continued to outperform with a 90.3% combined ratio that was 6.3 points better than the property casualty insurance industry’s 96.6%. We believe our strategy and our decentralized operating model position us well for continued profitable underwriting, particularly in a cyclical market in which product lines no longer move in lockstep.

We positioned our investment portfolio well for changes in the environment, which resulted in robust growth in net investment income from our fixed-maturity portfolio of 35.6% and a strong contribution to total return from net unrealized gains on our equity portfolio. Current reinvestment rates continue to exceed our annual book yield, and our invested assets have increased from record operating cash flow, positioning us for further investment income growth in 2025.

Our financial performance once again allowed us to reward our stockholders by returning approximately 48% of net income through dividends and share repurchases, while still growing reported book value per share by 14%. Over the past three years, the impact of rising interest rates on the market value of fixed-maturity investments limited growth in book value per share for many of our peers. In 2024, we once again split our stock on a 3-for-2 basis, as we had in 2022 and 2019.

2024 Sustainability Highlights

We are committed to promoting good environmental, social and governance (“sustainability”) practices throughout our Company, as an extension of our core principles that “Everything Counts, Everyone Matters^®” and to “always do right.”

Our sustainability framework is organized around three pillars: Human Capital & Community, Climate Risk Management, and Responsibility & Transparency, which are underpinned by our operating model and governance structure. This framework supports our efforts to remain flexible in the face of shifting global markets and risks. It leverages our decentralized organizational structure that is key to our success, enabling us to both universalize initiatives across our Company and tailor programs to our various businesses. Our sustainability framework continues to evolve with changing regulation, industry practices and emerging issues.

Human Capital & Community

		Our employees, customers, and community members are integral to our success. The Human Capital & Community pillar of our sustainability framework emphasizes supporting employee development through diverse learning and career development opportunities, comprehensive benefits, and bespoke Diversity, Inclusion & Belonging (“DIB”) initiatives; offering products and services that support businesses on the forefront of key sustainability issues; and upholding our long-standing tradition of community involvement, supporting the communities where we live and work.

Climate Risk Management

Climate change challenges all companies. As a property and casualty insurance provider, climate change impacting the frequency and/or severity of natural perils such as coastal floods and wildfires, and the regional variability in such changes, may affect our operations, exposures, investments, financial results, and our insureds.   Managing risks, including those from climate and environmental change, is central to our long-term success. The uncertainties posed by climate change also present opportunities for our businesses to support insureds in navigating climate change-influenced weather events and transitioning to a low-carbon economy.

Responsibility & Transparency

		Our success over more than five decades has been driven by our culture of responsibility and transparency. This culture, instilled by our most senior executive officers since the Company’s founding, is supported by robust policies. This pillar outlines our corporate governance, ethics and compliance policies and practices, information security infrastructure, and responsible investing practices.

For more information, see our Sustainability Report on the Investors page of our corporate website.

Industry Background and Corporate Strategy

Our Business Must Be Managed with a Long-Term Perspective

Cyclicality can cause variability in results over time, and therefore an insurer’s results should be evaluated over the entire length of the cycle.

We manage our business to outperform over the entire insurance cycle. Managing a property casualty insurance company for the long term requires discipline throughout the cycle, particularly in soft markets. Companies that are overly aggressive in soft markets may suffer large losses later, while increasing volume in hard markets can drive profitable growth. In recent years, the cycles for various lines of business have decoupled. Consequently, we seek to expand in areas we believe to have the potential for the best risk-adjusted returns and de-emphasize others as necessary.

The Classic Insurance Cycle

We forgo top-line growth when prudent and pursue top-line growth when advantageous to maximize long-term profitability.

Losses from large events cause significant volatility in industry results. Property casualty insurance companies are exposed to large losses from periodic major catastrophe or economic events. In recent years, the industry has experienced an increase in the frequency of severe catastrophe events. We seek to manage our exposure to limit volatility and maximize risk-adjusted returns. As a result, our historical losses from major industry events, as well as the accumulation of losses from more frequent catastrophes, have been significantly lower than industry averages.

We manage our business with an appropriate consideration of volatility in analyzing risk.

The relative lack of volatility in our results has contributed to superior long-term performance.

The graph above on the left illustrates that our accident year loss ratios have outperformed the property casualty insurance industry for the last 10 years. Accident year loss ratios are a key measure of profitability, representing accident year losses as a percent of earned premium (a lower loss ratio is better). The graph above on the right highlights the impact of catastrophe losses (excluding losses associated with COVID-19) on these loss ratios, and the dramatically less volatility for our Company.

Our outperformance is a result of our disciplined underwriting and risk management.

The cornerstone to long-term success is understanding risk-adjusted return. All returns are not created equal, and we focus on the risks we are taking to achieve our returns and create stockholder value.

We seek to maximize long-term risk-adjusted returns by minimizing volatility across all aspects of our business. Catastrophes are just one source of volatility for property casualty insurance companies. Rising loss costs, social and financial inflation, and changes in the judicial or political climate also contribute to volatility. We attempt to mitigate these risks through pricing, terms and conditions, risk selection,
focusing on products with lower individual policy limits, primarily issuing policies with defined aggregate limits, reinsurance, and attempting to limit our exposure to unfavorable or unpredictable political or legal environments.

Over the long term, we have created more value for stockholders, with less volatility, than most of our peers.

Strategies that we pursue to create long-term value incur short-term expenses, but ultimately enhance long-term ROE and build future value. An example is our strategy of starting businesses organically rather than acquiring them. Costs are expensed as they occur, avoiding the creation of intangible assets. This allows us to build the business in a more controlled way and develop a culture at each business that aligns with our values.

We make long-term decisions to enhance long-term ROE and build stockholder value.

We maintain a strategic posture with respect to inflation. Due to the prolonged low interest rate environment and relatively flat yield curve through 2021, we shortened the duration of our fixed-maturity portfolio while maintaining its high quality with an average rating of AA-. As a result, when interest rates subsequently rose, we were better positioned and experienced less volatility in our book value, from mark-to-market accounting, relative to our peers.

We will continue to strategically position our portfolio to manage the impact of inflation and the uncertainty in the interest rate environment on our book value.

Investment income is an important component of our economic model, and we will continue to position our portfolio to manage the yield curve or realize capital gains as appropriate.

Our Long-Term Perspective Has Driven Superior Stockholder Value Creation

Since our initial public offering in October 1973, book value per share with dividends reinvested has grown dramatically. Our long-term approach to our business and careful risk management have resulted in strong profitability, below average volatility and superior long-term value creation for our stockholders.
		Note: W. R. Berkley Corporation’s book value per share has been adjusted for stock dividends paid from 1975 to 1983. Stock dividends were 6% in each year from 1975 to 1978, 14% in 1979, and 7% in each year from 1980 to 1983. The Company has paid cash dividends each year since 1976, including special dividends paid in 2012, 2014, 2016-2019 and 2021-2024.

We have delivered superior returns to stockholders over the past 20 years. The Company’s total stockholder return (“TSR”) over the past 20 years has exceeded the TSR of the S&P 500® Index and the S&P 500® Property & Casualty Insurance Index by a wide margin, as illustrated in the graph to the right.
		As of December 31, 2024, the S&P 500® Property and Casualty Insurance Index consists of The Allstate Corporation, Arch Capital Group Ltd., Assurant, Inc., Chubb Limited, Cincinnati Financial Corporation, Erie Indemnity Company, The Hartford Financial Services Group, Inc., Loews Corporation (CNA), The Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation

There is a positive correlation between long-term value creation and long-term total stockholder return, as shown by the accompanying graph. The correlation generally improves over long periods of time. We have been a top performer compared to our compensation peer group over the past 20 years.
		* Total value creation is calculated as growth in book value per share plus dividends ** R2 is a statistical measure of how close the data are fitted to the regression line. It can have a value between 0 and 1, with a higher value indicating a closer fit.

Proposal 1: Election of Directors

Our Directors and Director Nominees

You are being asked to vote for the election of four directors for the terms set forth below. Six other directors are continuing in office. Detailed information about each director’s background, skills and areas of expertise can be found beginning on page 12.

The Board of Directors, currently comprising ten directors, is divided into three classes, each class generally serving a three-year term. Each year, the term of one class expires. This year, the term of a class consisting of four directors expires, with one director (Mark L. Shapiro) retiring from the Board after 51 years of service and not standing for re-election.

The Board of Directors intends that the shares represented by proxy, unless otherwise indicated therein, will be voted for the election of Mary C. Farrell and Marie A. Mattson as directors for a three-year term until the Annual Meeting in 2028, Ronald E. Blaylock as a director for a two-year term until the Annual Meeting in 2027, and Robert A. Rusbuldt as a director to for a one-year term until the Annual Meeting in 2026, in each case until their successors are duly elected and qualified, unless sooner displaced. There are no arrangements or understandings between the nominees for director and any other person regarding the nominees selection.

The persons designated as proxies reserve full discretion to cast votes for other persons if any of the nominees are unable to serve. However, the Board of Directors has no reason to believe that any nominee will be unable to serve if elected. The proxies cannot be voted for more than four nominees.

Following the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors unanimously recommends a vote “FOR” all of the nominees for director.

The following table sets forth biographical and other information regarding each nominee and the remaining directors who will continue in office after the Annual Meeting.

Director Nominees Standing for Election

Directors Continuing in Office

Director Not Continuing in Office

Proposal 2: Amendment of Restated Certificate of Incorporation to Increase Authorized Common Stock

The Board of Directors has unanimously recommended that the stockholders adopt an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1,250,000,000 to 1,875,000,000. If approved, the Board of Directors may issue these shares from time to time. It is not expected that further stockholder authorization will be solicited for the issuance of any common stock, except as required by law or New York Stock Exchange rules. Currently, there are no agreements, arrangements or understandings regarding the issuance or sale of the additional shares authorized by the proposed amendment. Stockholders do not have, and the proposed amendment would not create, any preemptive rights.

The Company currently has 1,250,000,000 authorized shares of common stock. At March 31, 2025, there were 379,312,871 shares issued and outstanding, and 414,208,938 shares held in treasury. The Board of Directors believes it is beneficial for the Company to have a sufficient number of shares of common stock available, as the occasion may arise, for possible future financings, acquisitions, stock dividends or splits (similar to the 3-for-2 stock splits effected in each of April 2019, March 2022 and July 2024), stock issuances pursuant to employee benefit plans and other corporate purposes. Having these additional shares available for future issuance would provide the Company greater flexibility, allowing shares to be issued without the delay and expense of holding a special stockholders’ meeting.

The Board of Directors unanimously recommends a vote “FOR” this resolution.

Proposal 3: Non-Binding Advisory Vote on Executive Compensation

We submit to our stockholders this non-binding advisory vote on the compensation of our “named executive officers” (“NEOs”), providing a mechanism for stockholders to express their views on our compensation programs and policies. Although your vote on executive compensation is not binding on the Board of Directors or the Company, the Board of Directors values the views of our stockholders. The Board of Directors and Compensation Committee will review the results of the non-binding vote and consider them in addressing future compensation policies and decisions.

We believe our executive compensation programs provide a strong competitive advantage for retaining talent and creating long-term stockholder value. They reflect feedback from our stockholders over the preceding years, align the interests of our NEOs with those of our stockholders, and reward achievement of our strategic objectives. See “Compensation Discussion and Analysis — Executive Compensation Objectives, Philosophy and Design” on pages 47-48.

A substantial majority of our NEOs’ compensation is linked to Company performance and stockholder value over the long term.

The non-binding advisory vote on this resolution is not intended to address any specific element of compensation; rather, the vote is intended to provide our stockholders the opportunity to approve, on an aggregate basis and in light of our corporate performance, the compensation program for our NEOs as described in this proxy statement. The following resolution is submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers listed in the 2024 Summary Compensation Table included in the proxy statement for the 2025 Annual Meeting, as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”

The Board of Directors unanimously recommends a vote “FOR” this resolution.

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm

KPMG LLP (“KPMG”) has been appointed by the Board of Directors as the independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2025. The firm was appointed by the Audit Committee pursuant to its Charter, and such appointment was ratified by the Board of Directors. The Board of Directors is submitting this matter to a vote of stockholders in order to ascertain their views. If the appointment of KPMG is not ratified, the Board of Directors will reconsider its action and will appoint auditors for the 2025 fiscal year without further stockholder action. Further, even if the appointment is ratified by stockholder action, the Board of Directors may at any time in the future in its discretion reconsider the appointment without submitting the matter to a vote of stockholders.

It is expected that representatives of KPMG will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

Information on KPMG’s fees for 2024 and our pre-approval policy for services provided by the Company’s independent auditors is provided under “Audit and Non-Audit Fees” on page 86.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of KPMG LLP.

Proposal 5: A Stockholder Proposal Regarding Director Election Resignation Governance Policy

One stockholder, the North Atlantic States Carpenters Pension Fund with an address of 750 Dorchester Avenue, Boston, Massachusetts 02125-1132, has advised the Company that it plans to introduce the following proposal for consideration at the Annual Meeting. The proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponent. In accordance with SEC rules, we have included the stockholder’s proposal and supporting statement as submitted, with only minor formatting changes. The Company is not responsible for the content of this proposal or supporting statement. Proponent advises that it is the beneficial owner of at least $25,000 of the Company’s common stock.

The Board of Directors unanimously recommends a vote “AGAINST” this stockholder proposal for the reasons set forth following the proposal.

THE STOCKHOLDER’S PROPOSAL

Director Election Resignation Governance Policy Proposal:

Resolved: The shareholders of W.R. Berkley Corporation (“Company”) request that the Board adopt a new Director Election Resignation Governance Policy (“Resignation Policy”) provision in its corporate governance principles to address those situations when one or more incumbent Board nominees fail to receive the required majority vote for re-election. The Resignation Policy shall provide that each director upon joining the Board tender an irrevocable resignation conditioned on the director’s failure to receive the required majority vote support in an uncontested election. The Resignation Policy shall provide that the Board should accept a director’s tendered resignation absent its finding of a compelling reason or reasons to reject the resignation, as decided by the Board in the exercise of its business judgment. The Resignation Policy shall further stipulate that if the Board rejects a director’s resignation and the director remains on the Board as a “holdover” director but is not re-elected at the next annual meeting of shareholders, that such director’s second tendered resignation shall be effective ninety days after the vote certification.

Supporting Statement: The Resignation Policy sets a new demanding director resignation governance guideline to reflect shareholder voting sentiment in director elections. Delaware corporate law states that each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. An incumbent director who does not receive the required vote for election may continue to serve as a “holdover” director. The Company’s current director resignation guideline requires incumbent directors to tender a resignation if they do not receive the requisite vote to be re-elected in an uncontested annual election. Directors on the Board’s Nominating and Corporate Governance Committee will then review the tendered resignation and recommend to the Board whether to accept or reject it.

The proposed Resignation Guideline Policy sets a more demanding director resignation review process, requiring the Board to articulate a compelling reason or reasons when it rejects a tendered resignation, thus allowing an unelected director to continue to serve. Importantly, the Resignation Policy further establishes that if a “holdover” director again fails to be re-elected at the next annual meeting of shareholders, the new resignation is effective ninety days following the election vote certification. While the Guideline Resignation Policy provides the Board latitude to reject the first resignation of an incumbent

director who does not receive majority vote support, it honors the shareholder vote as the final word on a “holdover” director’s second election defeat.

Shareholder director election voting rights under Delaware corporate law are foundational rights in the governance of corporations. The majority vote director election standard adopted by the Company gives shareholders voting rights that have legal effect. It is important that corporate director resignation policies, guidelines and bylaws not undermine shareholder voting rights. The proposed Resignation Policy establishes shareholder voting in director elections as a more consequential governance right, striking a proper balance between board discretion and shareholder voting rights.

THE BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION

The Board of Directors unanimously recommends that stockholders vote “AGAINST” this stockholder proposal.

The Board is committed to strong corporate governance and responsiveness to our stockholders and believes in maintaining policies and practices that serve the best interests of all stockholders. After careful consideration, the Board believes that, for the reasons set forth below, adopting the proposed changes to the Company’s Corporate Governance Guidelines is not in the best interest of the Company or its stockholders.

The Company already has a robust director resignation policy requiring prompt resignation of a director who fails to receive a majority vote.

The Board values the input of our stockholders and believes that it is essential for stockholders to have a critical role in the election of directors. Currently, directors are elected by a majority vote and the Company’s Corporate Governance Guidelines provide that if an incumbent director is nominated for election and not reelected, the director shall promptly tender his or her resignation to the Board. The Corporate Governance Guidelines also provide that the Nominating and Corporate Governance Committee will recommend to the Board whether to accept the resignation, and the Board will act on the tendered resignation within 90 days following certification of the election results.

In determining whether to accept the resignation, the Board may consider the recommendation of the Nominating and Corporate Governance Committee, as well as any additional information and factors that the Board believes appropriate and relevant. This approach ensures our Board has appropriate discretion to exercise its fiduciary obligations and act in the best interests of the Company and its stockholders, consistent with Delaware law, to either accept a director’s resignation or take any other action it deems necessary to address the concerns that led to the election results for that incumbent director. For example, the Board may engage with stockholders to understand the reasons for their vote and determine whether actions other than accepting the director’s resignation would better address their concerns and serve the best interests of stockholders.

The proposal would unduly restrict the Board’s exercise of its fiduciary duties to act in the best interests of the stockholders and may contravene Delaware law.

The Board believes it is critically important to maintain the flexibility to choose the right mix of qualifications, expertise, backgrounds and characteristics represented on the Board to support the Company’s long-term strategy. The proposal requests an amendment to the Company’s Corporate Governance Guidelines requiring that our Board accept a tendered resignation “absent its finding of a compelling reason or reasons to reject the resignation.” The Board believes that this “compelling reason or reasons” standard may be

contrary to Delaware law, as it imposes a new standard and unduly constrains the Board’s ability to fulfill its fiduciary duties to the Company and its stockholders.

In determining whether to accept a director’s resignation, consistent with its fiduciary duties, the Board must act in the best interests of the Company and its stockholders. Under this standard, our Board must be permitted to freely exercise its business judgment in deciding whether to accept a director’s resignation. The proposal would restrict the Board’s authority by substituting a different standard that may be contrary to Delaware law and could require the Board to accept a director’s resignation even where the Board feels that acceptance would not be in the best interests of the Company and its stockholders. The “compelling reason” standard in the proposal is also ambiguous and could invite potential litigation over the Board’s business judgment as to whether a reason was compelling.

In addition, if a director fails to receive majority support two years in a row, the proposal requires the director’s resignation to be automatically effective 90 days after the vote certification. We believe the Board must be able to accept or reject any such resignation after thoughtful deliberation and consideration of any appropriate and relevant factors at the time, rather than prescribing a rule that limits the decision-making authority of our Board in a manner that is inconsistent with the standard of conduct under Delaware law and may have unintended consequences, such as leaving vacancies in important board seats or losing a director who provides valuable skills and insights at a critical time.

The Company’s existing corporate governance policies and practices already provide accountability to our stockholders.

The Board recognizes that it is accountable to our stockholders and, as previously discussed, is committed to sound and effective corporate governance practices and policies that serve the long-term interests of the Company and its stockholders. The Company has adopted many practices that further support the accountability of the Board to our stockholders, including:

As a testament of our stockholders’ faith in our Board, the Company’s director nominees have been overwhelmingly re-elected each year for the last five years, averaging well over 85% support overall and over 90% support at the 2024 Annual Meeting of Stockholders. We believe the high level of stockholder support is indicative of our stockholders’ confidence in the competence and accountability of our Board.

In light of our existing robust director resignation policy and strong corporate governance practices, the Board believes that adopting the proposed changes to the Company’s Corporate Governance Guidelines is not in the best interest of the Company or its stockholders.

For the foregoing reasons, the Board of Directors unanimously recommends a vote “AGAINST” this stockholder proposal.

Executive Officers

Each executive officer who does not also serve as a director is listed below. The executive officers are annually elected by the Board of Directors and serve at the pleasure of the Board of Directors. There are no arrangements or understandings between the executive officers and any other person pursuant to which the executive officers were selected. The information is provided as of April 17, 2025.

Richard M. Baio has served as Executive Vice President — Chief Financial Officer since February 2019, as Senior Vice President – Chief Financial Officer from May 2016 to January 2019, as Vice President when he joined the Company in May 2009 and as Treasurer from May 2009 to April 2021. He has more than 30 years of experience in the insurance and financial services industry, having served prior to joining the Company as a director in Merrill Lynch & Co.’s financial institutions investment banking group and as a partner in Ernst & Young’s insurance practice.

Lucille T. Sgaglione has served as Executive Vice President of the Company since December 2015. She joined the Company in 2010 as a Senior Vice President with oversight responsibility for certain of the Company’s businesses and has more than 30 years of senior leadership experience in the commercial property casualty insurance industry.

James G. Shiel has served as Executive Vice President — Investments of the Company since June 2015, Senior Vice President — Investments from January 1997 to June 2015 and Vice President — Investments from January 1992. Since February 1994, Mr. Shiel has been President of Berkley Dean & Company, Inc., a subsidiary of the Company, which he joined in 1987.

Philip S. Welt has served as Executive Vice President since January 2016, Secretary since June 2020 and General Counsel from January 2019 to August 2023. Mr. Welt joined the Company in 2004 as Vice President – Senior Counsel and was named Senior Vice President with oversight responsibility for certain of the Company’s businesses in 2011. Prior to joining the Company, he was an assistant general counsel – mergers and acquisitions at a major international insurer and a corporate associate with the New York law offices of Davis Polk & Wardwell. Mr. Welt is also a certified public accountant and was a senior manager at the accounting firm of Deloitte & Touche.

Corporate Governance and Board Matters

Highlights

Our Board of Directors is committed to sound and effective corporate governance practices. Accordingly, our Board of Directors has adopted written Corporate Governance Guidelines, which address, among other things:

Our Corporate Governance Guidelines are available on our website at www.berkley.com.

Director Independence and Involvement

The Board of Directors is currently composed of ten directors, all of whom, other than Messrs. Wm. Berkley and Rob Berkley, have been determined by the Board of Directors (1) to be independent in accordance with applicable NYSE corporate governance rules and (2) not to have a material relationship with the Company which would impair their independence from management or otherwise compromise their ability to act as an independent director. Following the Annual Meeting, the Board is expected to be comprised of ten directors, eight of whom are independent.

The Board of Directors held four meetings during 2024. All of the directors attended 100% of the meetings of the Board of Directors, and eight attended 100% of the Board committee meetings on which they served. One director attended 92%, and another attended 88% of all such meetings. All of the Company’s directors attended the Company’s 2024 Annual Meeting.

 

Board Committees

The Board of Directors has five standing committees: Audit, Business Ethics, Compensation, Nominating and Corporate Governance and Executive. The charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are available on our website at www.berkley.com. The table below provides membership and meeting information for each of these committees for 2024.

Audit Committee. The Audit Committee, which held 11 meetings during 2024, is appointed by the Board of Directors to assist the Board of Directors in monitoring:

The Audit Committee has also adopted procedures to receive, retain and treat any complaints received regarding accounting, internal accounting controls or auditing matters and provides for the anonymous, confidential submission of concerns regarding these matters.

Each member of the Audit Committee is independent under the rules of the U. S. Securities and Exchange Commission (the “SEC”) and the NYSE. The Board of Directors has identified Mr. Augostini as a current member of the Audit Committee who meets the definition of an “audit committee financial expert” established by the SEC.

The Audit Committee recommended to the Board to engage KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025 and the Board is recommending that our stockholders ratify this appointment at the Annual Meeting. See Proposal 4, Ratification of Appointment of Independent Registered Public Accounting Firm on page 21 of this proxy statement.

The Company complies with the SEC rules and regulations regarding external audit partner rotation requirements. The report of our Audit Committee is found on page 85 of this proxy statement.

Compensation Committee. The Compensation Committee, which held five meetings during 2024, has overall responsibility for discharging the Board of Directors’ responsibilities relating to the compensation of the Company’s senior executive officers and directors.

Each member of the Compensation Committee is independent under the rules of the NYSE, is a “non-employee director,” as defined in Section 16 of the U. S. Securities Exchange Act of 1934.

The report of our Compensation Committee on executive compensation is found on page 66 of this proxy statement.

Compensation Consultant. During 2024, the Compensation Committee retained the services of an external executive compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). The mandate of the external compensation consultant is to serve the Company and work for the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design issues, market trends, and technical considerations. The nature and scope of services provided by the external compensation consultant on the Compensation Committee’s behalf includes:

The Compensation Committee did not direct the external compensation consultant to perform the above services in any particular manner or under any particular method. The Compensation Committee has the final authority to hire and terminate the external compensation consultant, and the Compensation Committee evaluates the external compensation consultant periodically.

In February 2025, the Compensation Committee assessed the independence of Meridian pursuant to SEC regulations, considering various factors bearing on adviser independence, including the six factors

mandated by the SEC rules. The Compensation Committee concluded that Meridian is independent from the Company’s management and that no conflict of interest exists that would prevent Meridian from independently representing the Compensation Committee. The Compensation Committee also reviewed and was satisfied that there were no business or personal relationships between members of the Compensation Committee and the individuals at Meridian supporting the Compensation Committee. The Company does not engage Meridian for any services other than its services to the Compensation Committee.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which held two meetings during 2024, assists the Board of Directors in:

All of the members of the Nominating and Corporate Governance Committee are considered independent under the rules of the NYSE. The chair of the Nominating and Corporate Governance Committee is selected by rotation among the chair of the Audit Committee, the chair of the Compensation Committee and any non-management members of the Executive Committee who do not already chair another committee, if any.

Identification of Director Candidates. The Nominating and Corporate Governance Committee may identify director candidates through the advice and assistance of internal and external advisors as it deems appropriate, and has the sole authority to retain and terminate a search firm to be used to identify director candidates on behalf of the Company.

Qualifications of Director Candidates. The Company’s Corporate Governance Guidelines (the “Guidelines”) set forth certain qualifications and specific qualities that director candidates should possess. In accordance with the Guidelines, the Nominating and Corporate Governance Committee, in assessing potential director candidates, considers their independence, business, strategic and financial skills and other experience in the context of the needs of the Board of Directors as a whole, as well as a candidate’s service on the boards of directors of other public companies. The Guidelines further state that directors should:

In identifying and recommending director nominees, the Nominating and Corporate Governance Committee may take into account such factors as it determines appropriate and will assess the skills and qualifications of potential nominees and any potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee will also assess the contributions of the Company’s incumbent directors in connection with their potential re-nomination.

The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. In accordance with the Guidelines, when considering the overall composition of the Board of Directors, the Nominating and Corporate Governance Committee seeks a diverse and appropriate balance of members who have the experiences, qualifications, attributes and skills necessary to oversee a publicly traded, financially complex, growth oriented,

international organization that operates in multiple regulatory environments. Candidates should have the highest standards of character and be committed to upholding the Company’s values and be independent, strong stewards of our investors’ capital. The Committee evaluates the types of backgrounds and skills that are needed to strengthen and balance the Board of Directors based on the foregoing factors and nominates candidates to fill vacancies accordingly.

The Nominating and Corporate Governance Committee will evaluate qualified director candidates recommended by stockholders in accordance with the Company’s By-Laws and the criteria for director selection described above, on the same basis as any other candidates. Nominations for consideration by

the Nominating and Corporate Governance Committee, together with a description of the nominee’s qualifications and other relevant information, should be sent to the attention of the Secretary, c/o W. R. Berkley Corporation, 475 Steamboat Road, Greenwich, Connecticut 06830. Stockholders may also follow the nomination procedures described under “Stockholder Nominations for Board Membership and Other Proposals” on page 101.

Other Standing Committees. During 2024, the Board of Directors had two other standing committees in addition to the committees set forth above: the Executive Committee and the Business Ethics Committee.

The Executive Committee is authorized to act on behalf of the Board of Directors during periods between Board of Directors meetings. It did not meet during 2024.

The Business Ethics Committee, which held one meeting during 2024, administers the Company-wide business ethics program. The Business Ethics Committee reviews certain disclosures made by Company employees and directors under the Company’s Code of Ethics and Business Conduct and Statement of Business Ethics for the Board of Directors, determines if any issue presented raises an ethical concern and addresses any such issue as appropriate. The Business Ethics Committee also oversees the Company’s Political Spending Policy and receives reports on the Company’s political spending activity. The chair of the Business Ethics Committee is selected by rotation among its members.

Additional Information Regarding the Board of Directors

Board Leadership Structure. The Company’s By-Laws provide that the chairman of the Board of Directors may, but is not required to, be the chief executive officer or any other executive officer or non-executive officer of the Company. The Board of Directors regularly reviews and considers its leadership structure, including whether separation of the positions of chairman and chief executive officer is desirable.

Executive Sessions. In accordance with applicable NYSE rules, the independent directors meet regularly in executive session, which serves to promote open discussion among these directors. The presiding director’s principal responsibilities include the following:

Director Onboarding and Education. During a vigorous vetting process prior to nomination, potential new directors spend meaningful amounts of time with current directors, especially the Chair of the Compensation Committee and the Chair of the Audit Committee, to determine suitability and compatibility. Once elected, new directors participate in a robust director orientation and onboarding process that includes immersion in material with senior leadership in various parts of the business to provide a working knowledge of our business, strategies, operating performance and culture to promote a successful integration into boardroom discussions as soon as possible. To assist with their development, new directors may be invited to attend meetings prior to the Board meeting to review materials. Engagement beyond the boardroom provides our directors with additional insights into our businesses and industry.

All directors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including meetings and dinners with senior leaders and other officers at every board meeting. Directors participate in meetings with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspectives, and strengthen their working knowledge of our business, strategy, operating performance and culture.

Board of Directors Self-Assessment. Our Board of Directors recognizes that a thorough, constructive evaluation process enhances its effectiveness and is an essential element of good corporate governance. Accordingly, the Board of Directors conducts an annual self-assessment to determine whether it and each of its committees has the right skills, experience and perspectives. Annually, each director completes an evaluation covering:

Responses are reviewed and presented to the Board of Directors for review and consideration.

Board Refreshment, Tenure and Diversity. We value having directors with diverse perspectives and experience. Each of the Company’s directors has served in leadership roles and has significant experience in areas relevant to the Company. We continue to actively seek qualified candidates who add value and diverse backgrounds, skills, experience and perspectives to further refresh the Board.

Given the complexity, cyclicality and long-term nature of the Company’s business, the Company is best served by having a Board with an in-depth understanding of the Company and the insurance industry. Developing that expertise takes time, and the Board of Directors believes that directors who have overseen our business over the full insurance cycle are typically more effective. The addition of new directors in recent years provides for a period of transition with long-tenured directors. Their overlap provides the opportunity for education, mentorship and stability.

Board Role in Succession Planning. The Board’s involvement in leadership development and succession planning is systematic and ongoing, in accordance with our long-term view. Management succession is discussed regularly during Compensation Committee meetings, Board meetings and executive sessions. Discussions cover CEO and senior leadership succession planning and development plans across multiple scenarios and time periods. The Board also has regular and direct exposure to senior leadership and high-potential officers in meetings held throughout the year.