EVEREST GROUP LTD
For the period ended Mar 31, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Apr 11, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
Everest Group, Ltd.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Everest Group, Ltd.
Proxy Statement 2025
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 2025
TO THE SHAREHOLDERS OF EVEREST GROUP, LTD.:
The Annual General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”),
will be held at Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton, Bermuda on May 14, 2025 at
10:00 a.m., local time, for the following purposes:
- To elect John J. Amore, William F. Galtney Jr., John A. Graf, Meryl Hartzband, John Howard, Gerri
Losquadro, Hazel McNeilage, Roger M. Singer and Jim Williamson as directors of the Company, each
to serve for a one-year period to expire at the 2026 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 KPMG, an independent registered public accounting firm, as the Company’s independent
auditor for the fiscal year ending December 31, 2025 and authorize the Company’s Board of Directors,
acting through its Audit Committee, to determine the independent auditor’s remuneration.
- To approve, by non-binding advisory vote,2024 compensation paid to the Company’s Named Executive
Officers (as defined herein).
To approvethe Everest Group, Ltd. 2025 Employee Stock Purchase Plan.
To approve amendments (the “Amendments”) to the Company’s bye-laws(as further described in the
Proxy Statement).
- 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, 2024, 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 17, 2025 are entitled to notice of, and vote at, the Annual General Meeting.
This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company
for the fiscal year ended December 31, 2024 (including financial statements) and the enclosed Proxy Card
are first being mailed to the Company’s shareholders on or about April 14, 2025.
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
Jim Williamson
President & Chief Executive Officer
April 11, 2025
Hamilton, Bermuda
Table of Contents
| GENERAL INFORMATION .......................................................................................................................................... | 1 |
|---|---|
| PROXY STATEMENT SUMMARY ............................................................................................................................... | 2 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS ................................................................................................... | 7 |
| PROPOSAL NO. 2 — APPOINTMENT OF INDEPENDENT AUDITORS ............................................................... | 17 |
| PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ......................... | 18 |
| PROPOSAL NO. 4 — APPROVAL OF EVEREST GROUP, LTD. EMPLOYEE STOCK PURCHASE PLAN ......... | 19 |
| PROPOSAL NO. 5 — APPROVAL OF AMENDMENTS TO THE BYE-LAWS ....................................................... | 23 |
| THE BOARD OF DIRECTORS AND ITS COMMITTEES .......................................................................................... | 24 |
| BOARD STRUCTURE AND RISK OVERSIGHT ......................................................................................................... | 28 |
| BOARD COMMITTEES ................................................................................................................................................ | 31 |
| COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS .............................................. | 36 |
| PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES ................................................................................ | 37 |
| DIRECTORS’ COMPENSATION ................................................................................................................................. | 38 |
| EXECUTIVE OFFICERS ................................................................................................................................................ | 40 |
| COMPENSATION DISCUSSION AND ANALYSIS ................................................................................................... | 42 |
| COMPENSATION PRACTICES ................................................................................................................................... | 45 |
| THE COMPANY’S COMPENSATION PHILOSOPHY AND OBJECTIVES ............................................................ | 47 |
| COMPENSATION OF EXECUTIVE OFFICERS ........................................................................................................ | 65 |
| PAY VERSUS PERFORMANCE DISCLOSURE .......................................................................................................... | 69 |
| CEO PAY RATIO DISCLOSURE .................................................................................................................................. | 75 |
| EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS ............................................................ | 76 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION .............................................. | 81 |
| MISCELLANEOUS — GENERAL MATTERS ............................................................................................................... | 82 |
| APPENDIX A — INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES ...................................... | 84 |
| APPENDIX B — EVEREST GROUP, LTD. 2025 EMPLOYEE STOCK PURCHASE PLAN ..................................... | 87 |
| APPENDIX C — PROPOSED AMENDMENTS TO EVEREST GROUP, LTD. BYE-LAWS ..................................... | 102 |
2025 Proxy Statement 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.