AXIS CAPITAL HOLDINGS LTD

Proxy Statement Summary

2023 Company Financial Performance

In 2023, Mr. Tizzio and his leadership team initiated a new strategic transformation to make AXIS more profitable, agile and efficient. Financially, results were outstanding. Book value grew 15.1% to finish the year at $54.06 per share. We made underwriting income(1) despite strengthening reserves and a tough weather year for the industry. We also improved gross premium by 2% and achieved record levels of investment income.

Operating return on average common equity (“OROACE”)(2) is the financial metric under our Annual Incentive Plan. In order to fairly access the Company's underlying performance for the year, the Human Capital and Compensation Committee evaluated OROACE results on an adjusted basis excluding the impact of the reserve strengthening ("Adjusted OROACE").(3) Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s sole financial metric for itsperformance-vesting restricted stock unit awards (“PSUs”) issued in 2021 - 2023. Commencing in 2024, the PSU awards will include an additional metric of absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes ("Adjusted DBVPS Growth").(4)Absolute TSR Compound Annual Growth Rate ("CAGR") is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion.

AXIS' 2023 financial results for these key metrics on an absolute basis are set forth below:

(1)Consolidated underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, net income (loss), is provided in Appendix 1.

(2)"OROACE" is operating return on average common equity and is calculated by dividing operating income (loss) for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period. OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.

(3)"Adjusted OROACE" is operating return on average common equity excluding the impact of the reserve strengthening in 2023. Adjusted OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for the presentation, is provided in Appendix 1.

(4)"Adjusted DBVPS Growth" is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Adjusted DBVPS Growth measures absolute growth in diluted book value per share, adjusted for dividends, movement in accumulated other comprehensive income, share buybacks, and material accounting changes. This is a new metric effective for 2024 and results under this new metric are not presented in this proxy statement.

(5)"ROACE" is return on average common equity and is calculated by dividing income (loss) available (attributable) to common shareholders for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period.

(6)"Book Value per Diluted Common Share" or "DBVPS" represents common shareholders’ equity divided by the number of diluted common shares outstanding, determined using the treasury stock method. Cash-settled restricted stock units are excluded.

(7)One-year absolute Total Shareholder Return with dividends reinvested, sourced from S&P Capital IQ.

Proxy Statement Summary

Corporate Citizenship

At AXIS, our purpose is clear: by helping people and organizations around the world manage risk, we give them the confidence to pursue their goals and ambitions. Our Corporate Citizenship program, designed to address environmental, social and governance (ESG) factors and focusing on issues like the impact of climate change and diversity, equity and inclusion (DEI), is one of many ways we help advance this purpose.

For more information on the Company’s corporate citizenship initiatives, see "Corporate Governance – Corporate Citizenship & Sustainability."

Human Capital Management

We believe our teammates distinguish us from our competitors and are critical to our success as a focused specialty underwriter that leads with purpose. As a result, one of our core strategies is to invest in and support our teammates including with respect to talent development, health, safety and wellness, DEI, employee engagement and compensation and benefits.

For additional information on our human capital management, please refer to "Corporate Governance – Human Capital Management."

Effective May 4, 2023, Vincent Tizzio succeeded Albert Benchimol as our President and Chief Executive Officer and as a director. Since assuming the position, Mr. Tizzio has made progress in executing the Company's strategic imperatives, improving key operating and underlying financial metrics in 2023. We believe Mr. Tizzio has taken our strategy to the next level, and leading by example, he has set clear expectations for the fast execution of that strategy.

As planned, upon Mr. Tizzio's succession to President and Chief Executive Officer, Albert Benchimol assumed a new role as a strategic advisor through December 31, 2023 and then departed the Company.

For more information regarding compensation matters related to AXIS' leadership transition, see "Compensation Discussion and Analysis."

Executive Compensation

Key compensation actions for 2023 included aligning pay and performance by:

•Rewarding outstanding underlying financial results and progress on our strategic business goals by paying the CEO and Named Executive Officers' annual incentive at a range of 90 to 120% of target.

•Paying no amount for the 2021 performance based restricted stock units, due to our relative total shareholder return for the past three-year period lagging behind our peers.

•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."

Corporate Governance Highlights

Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:

•Regular shareholder engagement

•Annual Board and committee self-evaluations

•Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating and Social Responsibility Committees

Proxy Statement Summary

•None of our directors serve on the board of directors of more than three other publicly-held corporations

•Majority vote standard for election of directors

•No stockholder rights plan (“poison pill”)

•Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting

Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote

In addition to our regular investor relations efforts, we have a robust shareholder outreach program. Shareholder feedback is shared with the Board and helps to inform enhancements to our executive compensation, governance and corporate citizenship practices.

In 2023 we reached out to shareholders representing over 60% of our outstanding common shares. In the spring, we held meetings with holders representing approximately 29% of our outstanding shares and in the fall, we held meetings with holders representing approximately 21% of our outstanding shares. Michael Millegan, our Human Capital and Compensation Committee Chair, and our Board Chair, Henry Smith, led engagement efforts and actively participated in all of the meetings.

Our 2023 Say on Pay vote received support from 78% of the votes cast. During our comprehensive outreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and learned that much of the feedback related to the legacy contract with our former CEO. We believe we have substantially resolved their concerns in the new employment contract with Mr. Tizzio, which is aligned with current market practices and substantially reduces the total severance payable upon the Company's termination of the agreement.

For more information on shareholder engagement and our response to the 2023 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Summary – Shareholder Engagement and Responsiveness to 2023 Say on Pay Vote."

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