AXIS CAPITAL HOLDINGS LTD

Proxy Statement Summary

2024 Company Financial Performance

In 2024, Mr. Tizzio and his leadership team continued to execute on their strategy to make AXIS a leading specialty underwriter resulting in strong financial results. Book value per diluted common share grew 20.7% to finish the year at $65.27. Full year gross premiums written were a record $9 billion, 7.8% growth over the prior year. Despite another tough weather year for the industry, we made strong underwriting income,(1) which together with record levels of investment income, delivered record operating earnings per share.

OROACE is the financial metric under our Annual Incentive Plan. Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s sole financial metric for its performance-vesting restricted stock unit awards (“PSUs”) issued in 2022 - 2023. Commencing in 2024, the PSU awards included an additional metric of the Company’s average annual growth in book value per diluted common share, generally adjusted for dividends, unrealized investment gains (losses) recognized in accumulated other comprehensive income (loss) and share repurchase ("Adjusted DBVPS"). Absolute TSR Compound Annual Growth Rate ("TSR CAGR") is the performance metric under the PSUs granted to our Chief Executive Officer in connection with his promotion in 2023.

AXIS' 2024 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)"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.

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

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 is designed to address two strategic pillars: planet (which addresses topics such as environmental sustainability and climate) and people (which addresses topics such as mental health and inclusion). Further, AXIS continues to use our philanthropy and voice to advance these strategic pillars.

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, inclusion, mental health and well-being, teammate engagement, compensation and benefits, and succession planning.

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

Proxy Statement Summary

Executive Compensation

Key compensation actions for 2024 include aligning pay and performance by:

•Rewarding outstanding underlying financial results and execution on our strategic business priorities in 2024 by paying our CEO and Named Executive Officers:

–annual incentive awards at a range of 127% to 151% of target.

–annual equity awards at a range of 110% to 125% of target.

•Our PSUs granted in 2022 (with a three-year performance period ending at the end of fiscal year 2024) tied to rTSR paid out at 192%, as a result of the Company's ranking in the 83rd percentile of our PSU peer group.

•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

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

•Majority vote standard for the 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

•Introduced executive severance plan with the goal of providing consistent severance benefit protection to help attract and retain key executives, while replacing executive employment agreements over time

Shareholder Engagement and Responsiveness to 2024 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 2024, we reached out to shareholders representing approximately 69% of our outstanding common shares. In the spring, we held meetings with holders representing approximately 9% of our outstanding shares and in the fall, we held meetings with shareholders representing approximately 29% of our outstanding shares. Michael Millegan, our Human Capital and Compensation Committee Chair, and our Board Chair, W. Marston Becker, led engagement efforts and actively participated in all of the meetings.

Our 2024 Say on Pay vote received support from 96% of the votes cast. During our comprehensive outreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and the overall feedback was positive.

For more information on shareholder engagement and our response to the 2024 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Summary – Shareholder Engagement and Responsiveness to 2024 Say on Pay Vote."