SiriusPoint Ltd
For the period ended May 20, 2026. Filed Apr 10, 2026.
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May 20, 2026 · Filed Apr 10, 2026
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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 under §240.14a-12 |
SIRIUSPOINT 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 all boxes that apply):
| ☒ | 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. |
WHO WE ARE
ABOUT US
SiriusPoint is a global specialty underwriter providing solutions to clients and brokers around the world. Bermuda-headquartered with offices in New York, London, Stockholm and other locations, we are listed on the New York Stock Exchange (SPNT). We have licenses to write Property & Casualty and Accident & Health insurance and reinsurance globally, including admitted & non-admitted licensed companies in the United States, a Bermuda Class 4 company, a Lloyd’s of London syndicate and managing agency, and an internationally licensed company domiciled in Sweden. Our offering and distribution capabilities are strengthened by a portfolio of strategic partnerships with Managing General Agents and Program Administrators. Our business model is diversified as we benefit from three sources of earnings: (a) underwriting results; (b) services fee income from the Managing General Agents we consolidate; and (c) investment results. Our approach is to be nimble and attuned to market opportunities, allocating capital where we see profitable opportunity, while remaining disciplined and consistently focused on our specified risk tolerances and areas of expertise. With over $3 billion total capital, SiriusPoint’s operating companies have a financial strength rating of A (Strong) from Fitch, A- (Excellent) from AM Best and S&P, and A3 from Moody’s. As of December 31, 2025, we had common shareholders’ equity of $2.3 billion, total capital of $3.2 billion and total assets of $12.6 billion. For more information, please visit www.siriuspt.com
| OUR PURPOSE, VISION & VALUES | |
|---|---|
| PURPOSE | VISION |
| Providing security and resilience in an uncertain world. | To be recognized as a best-in-class specialty underwriter, utilizing deep capabilities to protect our customers. Blending our talent, expertise, and data to provide intelligent risk solutions. |
| VALUES | |
| • Integrity: Integrity, respect, and trust are our core principles. | |
| • Customer-Focused: Our customers are the reason we exist. | |
| • Solutions Driven: Creating solutions is our mindset. | |
| • Inclusion: Inclusion, belonging, and allyship make us stronger. | |
| • Collaboration: Collaboration drives out-performance. | |
LETTER FROM OUR INDEPENDENT CHAIRMAN OF THE BOARD
Our 2026 Annual General Meeting
April 10, 2026
Dear Fellow Shareholders,
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2026 Annual General Meeting of Shareholders of SiriusPoint Ltd. The meeting will be held in a virtual format on Wednesday, May 20, 2026, beginning at 10:00 a.m. (Atlantic Daylight Time). The meeting will be conducted via a live audio webcast athttps://meetnow.global/MAUQ2A2, where you will be able to vote electronically and submit questions during the meeting.
Your vote is important, and all shareholders are cordially invited to attend the annual general meeting virtually. Details are in the attached proxy statement. Whether or not you plan to attend the annual general meeting, you are encouraged to submit your proxy as soon as possible.
Our Board is deeply committed to the company, its shareholders, and enhancing shareholder value. We look forward to your participation at the annual general meeting. Thank you for your support of SiriusPoint Ltd.
Sincerely,
/s/ BRONEK MASOJADA Chairman of the Board of Directors
SiriusPoint Ltd. | Point Building |3 Waterloo Lane | Pembroke HM 08, Bermuda 1 (441) 542-3333 | siriuspt.com
**NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
SIRIUSPOINT LTD.
| WHEN | VIRTUAL WEBCAST | RECORD DATE | ||
| Wednesday, May 20, 2026 10:00 a.m. Atlantic Daylight Time | Via live audio webcast at https://meetnow.global/MAUQ2A2 | Monday, March 30, 2026 |
|---|
| ITEMS OF BUSINESS | BOARD RECOMMENDATIONS | |
| 1 | Election of two Class I director nominees for 3-year terms expiring in 2029: • Susan L. Cross • Sabra R. Purtill | FOR the nominees |
| 2 | Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s named executive officers | FOR |
| 3 | Approval of: (a) the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor, to serve until the annual general meeting to be held in 2027; and (b) the authorization of our Board of Directors, acting through the Audit Committee, to determine PwC’s remuneration | FOR |
| 4 | Approval of the SiriusPoint SharePlan | FOR |
| 5 | Transaction of any other business as may properly come before the annual general meeting and any adjournments or postponements thereof |
Our audited financial statements for the year ended December 31, 2025, as approved by our Board of Directors, will be presented at the 2026 Annual General Meeting, pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended, and the Bye-laws of SiriusPoint Ltd. (“Company,” “SiriusPoint,” “we,” “our” or “us”). Shareholders of record at the close of business on March 30, 2026, are entitled to notice of, and to vote at, the annual general meeting and any adjournments or postponements thereof.
Even if you plan to attend the annual general meeting virtually, you are encouraged to submit your proxy as soon as possible. You may vote your shares by Internet, telephone or mail pursuant to the instructions included in the proxy card or voting instruction form. If you attend the annual general meeting virtually and want to revoke your previously submitted proxy, you may do so as described in the accompanying proxy statement and vote during the meeting on all matters properly brought before the annual general meeting.
If you hold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or other nominee or you may vote during the annual general meeting. Please refer to the voting instruction form provided by your broker, bank or nominee.
By Order of the Board of Directors
/s/ LINDA S. LIN
Chief Legal Officer & Corporate Secretary
April 10, 2026
Pembroke, Bermuda
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2026
Please see www.edocumentview.com/SPNT for our notice of annual general meeting, proxy statement and most recent Annual Report on Form 10-K
TABLE OF CONTENTS
| 3 | 2026 Annual General Meeting - Voting Roadmap |
| 4 | Board of Directors Overview |
| 5 | Corporate Governance Highlights |
| 6 | Our Business Segments |
| 7 | Sustainability & Corporate Responsibility |
| 10 | Stakeholder Engagement |
| 11 | PROPOSAL 1― ELECTION OF TWO CLASS I DIRECTORS |
| 12 | Board of Directors |
| 13 | Board Composition |
| 13 | Director Nominating Process |
| 14 | Election & Classification of Directors |
| 14 | Director Qualifications |
| 16 | Director Skills & Experience |
| 18 | Board Composition Following the Annual General Meeting |
| 19 | Continuing Director Biographies |
| 22 | CORPORATE GOVERNANCE FRAMEWORK |
| 23 | Board Responsibilities |
| 24 | Board Leadership |
| 24 | Director Independence |
| 25 | Compensation Committee Interlocks & Insider Participation |
| 25 | Committees of the Board of Directors |
| 29 | Committee Charters & Code of Business Conduct |
| 29 | Board Meetings & Director Attendance |
| 31 | Board & Board Committee Performance Evaluations |
| 32 | Director Compensation |
| 35 | Risk Management & Oversight |
| 37 | Cybersecurity |
| 39 | Outside Advisors |
| 39 | Board Policies |
| 39 | Director Share Ownership |
| 39 | Trading In Company Securities |
| 40 | Director Membership on Other Boards |
| 40 | Director & Officer Liability Insurance |
| 40 | Director Retirement Age Policy |
| 40 | Director Resignation Policy |
| 41 | Policies & Procedures for Related Person Transactions |
| 43 | Security Ownership of Certain Beneficial Owners & Management |
| 46 | PROPOSAL 2―ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
| 47 | Executive Officer Biographies |
| 50 | Compensation Discussion & Analysis |
| 67 | Compensation Committee Report |
| 68 | Compensation Tables |
| 79 | CEO Pay Ratio Disclosure |
| 80 | Pay Versus Performance |
| 83 | Equity Compensation Plan |
| 84 | PROPOSAL 3 — APPOINTMENT OF INDEPENDENT AUDITOR & TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION |
| 85 | Report of the Audit Committee |
| 86 | Policy on Audit Committee Pre-Approval of Audit & Permissible Non-Audit Services |
| 87 | Independent Registered Public Accounting Firm Fees |
| 88 | PROPOSAL 4 —APPROVAL OF THE SIRIUSPOINT SHAREPLAN |
| 96 | ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING |
| 96 | Householding of Proxy Materials |
| 97 | Frequently Asked Questions About the Annual General Meeting |
| 107 | Submitting Proxy Proposals & Director Nominations for the Next Annual General Meeting |
| 108 | Communications with the Board of Directors |
| 109 | Delinquent Section 16(a) Reports |
| 109 | Other Matters |
| 110 | Appendix A: Non-GAAP Financial Measures |
| 116 | Appendix B: SiriusPoint SharePlan |
| 131 | Annual General Meeting Notice & Proxy Card |
Safe Harbor Statement Regarding Forward-Looking Statements
This letter and the accompanying proxy statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking information included in this letter and the accompanying proxy statement is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying proxy statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “believes,” “intends,” “seeks,” “anticipates,” “aims,” “plans,” “targets,” “estimates,” “expects,” “assumes,” “continues,” “guidance,” “should,” “could,” “will,” “may,” and the negative of these or similar terms and phrases. These risks and uncertainties include, but are not limited to, the risk factors described in the Company’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.