WHITE MOUNTAINS INSURANCE GROUP LTD
For the period ended May 23, 2024. Filed Apr 4, 2024.
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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.
May 23, 2024 · Filed Apr 4, 2024
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.
| Meeting Information and Availability of Proxy Materials | |
|---|---|
| Date and Time: | May 23, 2024 at 8:00 a.m. Atlantic Time |
| Place: | Rosewood Bermuda Hotel, 60 Tucker’s Point Drive, Hamilton Parish, Bermuda |
| Record Date: | April 1, 2024 |
This Proxy Statement and the accompanying proxy card are being sent to shareholders on or about April 19, 2024.
| Voting Matters and Board Recommendations | ||
|---|---|---|
| Matter | Our Board’s Recommendation | |
| Proposal 1 | Election of three directors to Class III with terms ending in 2027 and election of one director to Class I with a term ending in 2025 | For |
| Proposal 2 | Approval of the advisory resolution on executive compensation | For |
| Proposal 3 | Approval of the appointment of PwC as the Company’s Independent Registered Public Accounting Firm for 2024 | For |
| How to Vote | |
|---|---|
| Even if you plan to attend the 2024 Annual Meeting of Members in person, we encourage you to vote in advance of the meeting. You may vote using one of the following voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions. Participants who hold shares in a brokerage account, an employee benefit plan, or through a nominee will need to follow instructions on their proxy card, which may include options to vote their shares by telephone or over the internet. You can vote in one of three ways: | |
| Record Holders | Beneficial Owners |
| Vote via the internet | Follow the instructions set forth on the voting instruction form provided by your broker with these proxy materials. |
| ● Go to www.envisionreports.com/WTM | |
| Vote by telephone | |
| ● Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | |
| Vote by mail | |
| ● Complete, sign, date and return your proxy card in the envelope provided | |
| Company Performance Highlights | |
|---|---|
| White Mountains is engaged in the business of making opportunistic and value-oriented acquisitions of businesses and assets primarily in the insurance, financial services and related sectors, operating those businesses and assets through its subsidiaries and, if and when attractive exit valuations become available, divesting to realize gains on their sale. Our principal focus is to grow adjusted book value per share (“ABVPS”) because we believe, based on the trading history of our stock, that over the long term our share price growth will parallel our growth in ABVPS. Since our IPO, including dividends, the Company has delivered 13% annualized growth in book value per share and ABVPS and 12% annualized growth in market value per share. The main drivers of growth in 2023 were good results from our operating companies and excellent investment returns. Highlights of our 2023 operational and financial performance include: | |
| ✓ Growth in book value per share of 14% ✓ Growth in adjusted book value per share of 14% ✓ Investment portfolio up 11% ✓ Deployed $205 million into Outrigger Re, generating strong returns during the year ✓ Agreed to acquire majority stake in Bamboo ✓ Launched White Mountains Partners | ✓ Strong results for Ark; produced an 82% combined ratio while growing full-year gross written premiums by 31% ✓ BAM produced $131 million of gross written premiums and member surplus contributions ✓ Opportunistic purchase of 5.9 million MediaAlpha shares at $10 per share ✓ Kudu grew pre-tax income by 54% to $137 million and produced a GAAP return on equity of 17% |
For more information on our business and performance highlights, please refer to page 29 of the proxy statement.
Election of Director Nominees
| Class I Nominee – Term ending in 2025 | Age | Director Since | Our Board’s Recommendation |
|---|---|---|---|
| Reid T. Campbell | 56 | 2024 | For |
| Class III Nominees – Term ending in 2027 | Age | Director Since | Our Board’s Recommendation |
| Margaret Dillon | 64 | 2021 | For |
| Philip A. Gelston | 71 | 2018 | For |
| David A. Tanner | 65 | 2018 | For |
| Other Members of the Board | |||
| Peter M. Carlson | 59 | 2019 | |
| Suzanne F. Shank | 62 | 2021 | |
| G. Manning Rountree | 52 | 2017 | |
| Mary C. Choksi | 73 | 2017 | |
| Weston M. Hicks | 67 | 2023 | |
| Steven M. Yi | 53 | 2023 | |
| Governance Highlights | |
|---|---|
| The Company’s commitment to strong corporate governance, effective risk management and strong independent oversight of management by the Board is reflected in our sound governance practices and policies. Our governance highlights (assuming the election of our current slate of nominees) include: | |
| ✓ 70% Independent Directors (7 out of 10) ✓ Commitment to Board Refreshment (Five New Directors in Past Three Years) ✓ Average Board Tenure is 3.7 years ✓ Independent Chairman | ✓ 30% Gender and 20% Racial/Ethnic Diversity ✓ Shareholder Right to Call a Special Meeting at 10% ✓ Annual Board and Committee Self-Evaluations ✓ Robust Director and Executive Officer Share Ownership Guidelines (5x cash retainer for Directors and 10x salary for CEO and EVPs) |
The lack of a checkmark for a particular item does not mean that the director does not possess that qualification, skill or experience, but rather the checkmark indicates that the item is a particularly prominent qualification, skill or experience that the director brings to the Board.
For more information on our corporate governance practices, please refer to page 18 of the proxy statement.
Shareholder Outreach
Shareholder engagement is of great importance to our Board and management team as a means to solicit feedback and to ensure accountability and responsiveness to our shareholders. Feedback from these discussions is shared with the Board each year. Over the past several years, shareholder feedback has helped to guide changes to our executive compensation plan and further enhancement of our proxy disclosures. Our shareholder outreach highlights include:
For more information on our commitment to ongoing shareholder engagement and details of our 2023 shareholder outreach, please refer to page 18 of the proxy statement.
Executive Compensation Highlights
Our executive compensation policies are designed with the primary goal of creating superior growth in our values per share over long periods of time. We believe that this goal is best pursued by utilizing a pay-for-performance program that closely aligns the financial interests of management with those of the Company’s shareholders. As many of our subsidiaries are insurance companies, we evaluate the executive compensation programs of a group of insurance company peers in terms of structure and variability of payouts in good and poor performance scenarios. However, unlike most of our insurance company peers, a primary responsibility of our parent company’s management is allocating capital and opportunistically finding and executing value-creating acquisitions and dispositions of operating businesses. Over the years, in achieving our principal objective of growing our values per share, transaction gains have been a large driver of our success. As a result, we believe benchmarking against the peer group could result in compensation that is not competitive for our talent pool. When recruiting and retaining talented professionals, we compete against firms whose main business is derived from transactional activity such as private equity and investment banking firms, and our compensation practices must reflect this reality.
The Compensation/Nominating & Governance Committee is committed to ensuring that our executive compensation programs and governance practices motivate long-term value creation, align the financial interests of management with those of our shareholders, maintain competitiveness in the market for talent, and encourage appropriate, but not excessive, risk-taking.
| Key Compensation Highlights | |
|---|---|
| What We Do | What We Do Not Do |
| ✓ Commitment to pay for performance as evidenced by 91% of total target 2023 CEO compensation meaningfully “at risk” ✓ Half of annual LTI delivered in performance-based equity, with a three-year measurement period ✓ Formulaic annual incentive program, based on pre-determined goals ✓ Clawback policy for annual and long-term incentive plans ✓ Double-trigger change-in-control provisions ✓ Annual Say-On-Pay vote ✓ Share ownership guidelines for executive officers and directors | No hedging of Company securities No executive pensions No single-trigger vesting of equity-based awards upon change-in-control No excise tax gross-ups upon change-in-control No dividends on unvested performance shares or restricted shares No long-term employment agreements No excessive perquisites or benefits |
Chief Executive Officer:
Other NEOs:
The specifics of our compensation program begin on page 28 of the proxy statement.
Environmental, Social and Governance Practices and Disclosures
White Mountains’s Board and management are committed to sustainability and corporate responsibility as stewards of our owners’ capital. With the Board’s oversight, we have identified and continue to execute on ESG priorities that align with both our Company’s business strategy as well as industry and investor expectations, as outlined below:
| ● | ESG in our Investment Policy: Our investment policy addresses ESG factors. We consider ESG factors when (i) making decisions in respect of internally managed portfolios and (ii) selecting external investment managers. |
| ● | Board Oversight of ESG: ESG oversight responsibilities are explicitly included in the charters of the Audit, Finance and Compensation/Nominating & Governance Committees as outlined below. |
| ● | Statement on Climate Change: We have a corporate statement on climate change, which can be found on page 24. |
| ● | ESG in Our Risk Management: We consider ESG risks, such as the impact of climate change and human capital management, in our risk management processes. Our Company website contains information on our risk management practices, including the primary frameworks used to assess risk and our approach to business continuity and the management of cybersecurity risks. |
| ● | Communication of Our ESG Practices: To respond to feedback received in our annual shareholder engagement, we developed an ESG landing page on our corporate website to communicate all of our practices more effectively, including an overview of how ESG is incorporated into our corporate governance and business ethics, our approach to climate change, our investment management activities, our human capital management, our approach to risk management and our community engagement. |
For more information on our ESG practices, please refer to page 24 or the ESG landing page on our Company website (www.whitemountains.com/esg/).
WHITE MOUNTAINS INSURANCE GROUP, LTD.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.