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Hamilton Insurance Group, Ltd.

For the period ended May 15, 2025. Filed Mar 27, 2025.

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About this filing

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 15, 2025 · Filed Mar 27, 2025

HG$36.94-0.1%Stored close · as of Nov 6, 2026
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Contents

Compensation Program Components

2024 COMPONENTS IN GENERAL

The Compensation and Personnel Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives. The Compensation and Personnel Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. The majority of each executive officer’s compensation is variable and at-risk, with a meaningful portion that is performance based.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Shareholder value. In the fiscal year ended December 31, 2024, the Compensation and Personnel Committee structured the long-term incentive opportunity with PSUs and RSUs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to Shareholders and to reward them for doing so.

ElementDescriptionAdditional Detail
Base SalaryFixed cash compensation based on each executive officer’s role, individual skills, experience, performance, and competitive market conditionsIntended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team
Short-Term Incentives: Annual Cash Incentive Opportunities•Pool is 60% based on financial objectives and 40% based on strategic and operational goals•Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals•Capped at a maximum of 200% of each NEO’s target opportunityDesigned to ensure executive officers are motivated to achieve our annual goals and reward them for doing so, and to attract and retain executive officers
Long-Term Incentives: Annual Equity-Based CompensationVariable equity-based compensation:•PSUs: Performance stock units that vest based on achievement of financial performance goals.•RSUs: Restricted stock units that vest based on the passage of timeDesigned to motivate and reward executive officers to achieve our multi-year strategic goals and to deliver sustained long-term value to Shareholders, as well as to attract and retain executive officersLinks with Shareholder value creation to align with Shareholders’ interests
Hamilton Insurance Group, Ltd.2025 Proxy Statement46

2024 TARGET PAY MIX

Consistent with the Compensation and Personnel Committee’s pay-for-performance philosophy, a meaningful majority of annual target total compensation is variable, at-risk pay. The Compensation and Personnel Committee considers compensation to be “at-risk” if it is subject to operating performance or if its value depends on our share price.

The following graphic shows the allocation of annual target total compensation payable to the Chief Executive Officer and the average allocation to the other NEOs. The Compensation and Personnel Committee allocated compensation among base salary, target annual cash incentive plan amounts and the grant date fair value of long-term incentives in the form of PSUs and RSUs. The values and allocations were determined by the Compensation and Personnel Committee with reference to, and consistent with, the allocations among such elements at the companies in our compensation peer groups.

Each compensation element is discussed in more detail below and set forth in more detail in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards table below

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BASE SALARY

Base salaries provide fixed compensation to our NEOs and other executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role, and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements, and the competitive market for the position.

The base salary of our Chief Executive Officer remained unchanged from the prior year. The base salaries of our other NEOs were increased by amounts ranging from 6.7% to 7.6%, effective as of April 1, 2024, to bring them within the market range for similar positions at peer companies and to reflect executive performance and internal alignment. From time to time, the Compensation and Personnel Committee will consider base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries but may also include a change of role or responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints, or market trends.

NEO2023 Base Salary ($)2024 Base Salary ($)Change (%)
Giuseppina (Pina) Albo1,300,0001,300,0000
Craig Howie600,000640,0006.7
Megan Graves590,000635,0007.6
Adrian Daws (1)447,768491,6846.9
Gemma Carreiro (2)400,000430,0007.5
  1. All amounts paid to Mr. Daws were paid in British pound sterling. For purposes of this CD&A, all amounts paid to Mr. Daws during 2023 and 2024 were converted to U.S. dollars using the 2023 and 2024 average exchange rate, $1.2438 and $1.2771, resp ectively, except where otherwise indicated.

  2. All amounts paid to Ms. Carreiro were paid in Bermuda dollars (BMD). The BMD is pegged to the U.S. dollar at a rate of 1:1.

ANNUAL CASH INCENTIVE PLAN

The annual cash incentive plan for executive officers is a cash-based plan that rewards executive officers, including our NEOs, for the achievement of key annual objectives. The structure of the annual cash plan incentivizes NEOs to meet or exceed annual financial and strategic and operational objectives and promotes collaboration through the achievement of common Company goals that the Compensation and Personnel Committee views as critical to the execution of our business strategy.

There is a bonus pool under the annual cash incentive plan that is funded based on our achievement against the financial measure of profitability (weighted 60%) as measured by our combined ratio and the measures of strategic growth (weighted 20%), technology enablement (weighted 10%) and being a magnet for talent (weighted 10%), as more specifically described above and below. If achievement relative to these measures does not reach at least the threshold level, then the bonus pool will not be funded, and the NEOs would not be entitled to any payout, regardless of his or her individual performance.

To the extent that the bonus pool is funded, the NEOs are entitled to payouts under the annual cash incentive plan based on the level of achievement relative to the financial and strategic and operational measures, subject to the Compensation and Personnel Committee’s discretion to decrease or increase the overall funding percentage and/or to decrease or increase any individual bonus payout.

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TARGET OPPORTUNITIES

The Compensation and Personnel Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The Compensation and Personnel Committee modified the target incentive percentages for the fiscal year ended December 31, 2024 to better align each NEO’s incentive targets to the market as follows:

NEO2023 Target Cash Incentive Opportunity (as a % of Base Salary)2024 Target Cash Incentive Opportunity (as a % of Base Salary)
Giuseppina (Pina) Albo160160
Craig Howie150150
Megan Graves125140
Adrian Daws125140
Gemma Carreiro80100

FINANCIAL MEASURE (60%)

For the fiscal year ended December 31, 2024, 60% of the amount of the bonus pool funding for our annual cash incentive plan was based on underwriting profitability as measured by our combined ratio (as described below). The Compensation and Personnel Committee selected this measure because it focuses our NEOs and other executive officers on this critical business priority.

We use the combined ratio as our measure of underwriting profitability. This ratio is a relative measurement that describes, for every $100 of net premiums earned, the amount of losses and loss adjustment expenses, and the amount of other underwriting expenses, that would be taken from the premium. A combined ratio of less than 100% indicates that the insurance company’s underwriting activities are profitable and a combined ratio of over 100% indicates an underwriting loss. The appropriate combined ratio target for a company depends upon its mix of business as the underwriting environment varies across countries and products, as does the degree of litigation activity, all of which affect the combined ratio. In addition, investment returns, local taxes, cost of capital, regulation, product type and competition can affect pricing and consequently profitability, as reflected in underwriting income and associated ratios.

For the financial measure, the Compensation and Personnel Committee set the target for combined ratio at a level that it considered rigorous and challenging and that considered the relevant risks and opportunities of the Company’s business but that does not fail to incentivize proper underwriting discipline. In particular, the Compensation and Personnel Committee reviewed our annual operating budget for the fiscal year ended December 31, 2024 that resulted from our detailed budgeting process and evaluated various factors that might affect whether the target could be achieved, including the risks to achieving certain preliminary objectives that were necessary prerequisites to achieving the budget targets.

Considering these factors, the Compensation and Personnel Committee set the target for combined ratio at 95.2% for the fiscal year ended December 31, 2024 and set the threshold level of performance at 111.5%, and the maximum level of performance at 88.5%, a level that required exceptionally strong performance and represented a significant challenge.

Financial MeasureWeighting (%)Threshold (%)Target (%)Maximum (%)
Combined Ratio60111.595.288.5
Funding Percentage (as a % of target funding)0100200
Hamilton Insurance Group, Ltd.2025 Proxy Statement49

STRATEGIC AND OPERATIONAL MEASURES (40%)

For the fiscal year ended December 31, 2024, 40% of the amount of the bonus pool funding for our annual cash incentive plan is based on the following strategic and operational measures:

Strategic Growth(20%) – actions to sharpen our strategic focus, align our organizational structure with the refined strategy and focused execution in line with communicated priorities to grow in the right lines of business at the right time in the cycle while continuing to optimize portfolio composition

Technology Enablement (10%) – actions to enhance technology capabilities and service delivery, continue to build facilitating business platforms, capture data and improve analytics, and review and update the strategy

Magnet for Talent (10%) – actions to enhance internal and external communications, marketing strategy, desired culture, increased engagement and execution of our Sustainability strategy

The Compensation and Personnel Committee believes that each of these goals is strongly aligned to the creation of Shareholder value.

Strategic and Operational Measure · Key accomplishments · Rating and Score
Strategic Growth(20%) · •A.M. Best ratings upgrade in 2024•HMA upgraded to "outperforming" Lloyds assessment•Continued significant year-on-year growth in GWP +24% growth in 2024 over prior year)•Continued reduction in our expense ratio to 10.8%.•Continued targeted build-out of Hamilton Select.•Sox compliance on track with no material weaknesses · Exceed2.00
Technology Enablement(10%) · •Roll out of MINT to further Hamilton Select LOB's and Claims. Straight through processing to Eclipse, Financial systems, Data warehouse•Sox compliance of all IT systems on track•Improved capability of calculating PML through HARP•Delivered SICS Cede reinsurance accounting system to Hamilton Global Specialty•Implemented Jarvis (Reinsurance pricing system) in Hamilton Re•Rolled out data quality and governance across all key business platforms · Partially Meet0.75
Magnet for Talent(10%) · •Pulse survey continued positive results (average 82% strongly agree/agree Hamilton great place to work)•Continue to attract, develop and retain top diverse talent•Staff turnover reduction (8.4 % end 2024 from 12.8% end, 2023)•Continued robust talent assessment, talent management and development, and elevated succession planning for discussion with Board•Continued to develop and communicate our Sustainability strategy with first Sustainability report in 2024 · Partially Exceed1.5
Score1.56
Calibration1.6

For the strategic and operational measures, the Compensation and Personnel Committee evaluates the degree or level of achievement in each of the categories relative to each business priority.

BONUS POOL FUNDING

The Compensation and Personnel Committee determined the bonus pool funding level based on the level of actual performance relative to the goals. To motivate performance and underscore the importance of achieving, or closely approaching, the financial measure goal at this critical time in our development, the Compensation and Personnel Committee set the funding level at 0% for achievement below the threshold

Hamilton Insurance Group, Ltd.2025 Proxy Statement50

level of performance. For performance between the threshold level and the target level, the funding level increases from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the funding level ranges from 100% of the target opportunity to 200% of the target opportunity. Achievement above the maximum level is capped at the maximum funding level of 200% of target. For performance between the threshold and target and between target and maximum, the bonus funding level is determined by linear interpolation.

For the strategic and operational measures, the Compensation and Personnel Committee similarly determines achievement relative to each measure based on its qualitative rating of where performance fell on a scale of “does not meet” to “exceed” and translates that performance level to a corresponding bonus funding level ranging from 0% to 200%.

2024 ACHIEVEMENT OF FINANCIAL AND STRATEGIC AND OPERATIONAL MEASURES

For the fiscal year ended December 31, 2024, we had a combined ratio of 91.3%. We made significant progress regarding each of the strategic and operational measures, partially exceeding or, in some cases significantly exceeding, the goals in each category. The following table sets forth the Company’s achievement relative to the financial and strategic and operational measures and the corresponding overall bonus pool funding level of 160%:

Performance MeasuresWeighting(%)Threshold(%)Target(%)Maximum(%)Actual Result (%)Performance Achievement (%)Weighted Payout(%)
Financial Measure: Combined Ratio60111.595.288.591.316398
Funding Percentage (as a % of target funding)0100200
Strategic and Operational Measures:
Strategic Growth20————20040
Technology Enablement10————757.5
Magnet for Talent10————15015
Aggregate Weighted Funding Percentage:160

PAYOUT DETERMINATIONS

As described above, the Compensation and Personnel Committee verifies achievement relative to the target for the financial measure and the strategic and operational measures to determine the respective performance levels. The Compensation and Personnel Committee then adds the amounts for the two components together to determine the bonus pool funding. The Compensation and Personnel Committee then takes this bonus pool funding level, together with each NEO’s individual annual performance review, and determines the payout, which may be more or less than the NEO’s target, ranging from a minimum of 0% and up to a maximum (assuming 100% funding of the bonus pool) of 200%.

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The total payout under our annual cash incentive plan for each NEO for the fiscal year ended December 31, 2024 is reflected in the following table:

NEO2024 Base Salary ($)2024 Target Cash Incentive Opportunity(as a % of Base Salary)Target Incentive($)Bonus Pool Funding Plus Individual Performance (%)Total 2024 Cash Incentive Payout Amount ($)
Giuseppina (Pina) Albo1,300,0001602,080,0001753,640,000
Craig Howie640,000150960,0001741,675,000
Megan Graves635,000140889,0001601,422,000
Adrian Daws (1)491,684140682,6441621,108,188
Gemma Carreiro430,000100430,000169725,000
  1. All amounts paid to Mr. Daws were paid in British pound sterling. The target and total cash incentive payout amounts for the fiscal year ended December 31, 2024, was converted using the exchange rate on February 25, 2025, the date when the Compensation and Personnel Committee approved the payout, of $1.2665 per GBP. For Mr. Daws base salary the 2024 average exchange rate of $1.2771 was used.

LONG-TERM INCENTIVES

The largest component of the executive compensation program is long-term incentive equity grants, which are prospective in nature and intended to tie a substantial portion of our NEOs' and other executive officers' pay to creating long-term Shareholder value. The Compensation and Personnel Committee designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Shareholders. The long-term incentives create a strong link between payouts and performance, and significant alignment between the interests of executive officers and the interests of our Shareholders. Long-term equity incentives also promote retention because executive officers will receive value through the vesting schedule only if they remain employed by us over the required term. Equity incentives also foster an ownership culture among our executive officers by making them Shareholders with a personal stake in the value they are intended to create. The Compensation and Personnel Committee chose to award PSUs because they reward NEOs for future performance if long-term underwriting performance goals are achieved and RSUs because they provide a retentive vehicle and alignment with long-term business performance.

LONG-TERM INCENTIVE TARGET OPPORTUNITIES

The employment agreements with each of our NEOs set forth annual targets for grants of PSUs and RSUs. The target levels are expressed as dollar amounts, equal to a certain percentage of base annual salary. The number of shares covered by the awards is calibrated by dividing the applicable target dollar amount by the per share fair market value of our shares as of the last day of the prior financial year ($19.03 for the grants made during the fiscal year ended December 31, 2024). In March 2024, the Compensation and Personnel Committee authorized grants of awards to our NEOs under our 2023 Equity Incentive Plan at their respective annual grant targets. In affirming and establishing these grant levels, the Compensation and Personnel Committee considered the following:

The values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the companies in our compensation peer sets

Individual performance, criticality, and expected future contributions of the NEO

Time in role, skills, and experience

Retention

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The Compensation and Personnel Committee determines a target long-term incentive opportunity for each NEO under the long-term incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The Compensation and Personnel Committee modified the target incentive percentages for the fiscal year ended December 31, 2024 to better align each NEO’s incentive targets to the market as follows:

NEO2023 Target Long-term Incentive Opportunity (as a % of Base Salary)2024 Target Long-term Incentive Opportunity (as a % of Base Salary)
Giuseppina (Pina) Albo250275
Craig Howie200230
Megan Graves150160
Adrian Daws150160
Gemma Carreiro80100

EQUITY VEHICLES AND 2024 MIX: PSUs AND RSUs

The mix of long-term incentives granted to the NEOs during the fiscal year ended December 31, 2024 is shown in the following table:

Equity Vehicle2024 AllocationVesting PeriodPerformance MetricsRationale for Use
PSUs50%3-year cliff•3-year average Return on Equity•3-year annualized Book Value per Share Growth•Focuses on core profitability and sustainable growth•Prioritizes increasing Shareholder value•Promotes long-term focus and retention
RSUs50%3 years: 1/3 per year•Value of stock at vesting•Aligns with Shareholders•Promotes retention•Provides value even during periods of share price or market underperformance

The Compensation and Personnel Committee structured the mix of equity vehicles, and the relative weight assigned to each type of award to motivate performance against long-term goals through PSUs, and to ensure some amount of value delivery through the RSUs. These are complementary because they have upside potential but deliver some value even if the share price does not increase, while also reinforcing an ownership culture and commitment to us.

PSU PERFORMANCE METRIC

For the fiscal year ended December 31, 2024, the Compensation and Personnel Committee replaced three-year Annualized Underwriting Return on Capital (UROC) with two equally weighted PSU performance metrics: three-year average Return on Equity (ROE) and three-year annualized Book Value per Share Growth (BVSG). These metrics better align with peer group market practices and our status as a public company. ROE was selected because it measures the Company’s ability to generate profits, leading to sustainable growth and alignment with Shareholder interests. BVSG was selected because it reflects the underlying value of the Company’s assets minus its liabilities, providing a clear measure of financial health and encouraging a long-term focus on sustainable performance.

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TARGET, THRESHOLD AND MAXIMUM PERFORMANCE LEVELS

Similar to the annual cash incentive plan, for the PSUs, the Compensation and Personnel Committee defines payout levels representing the number of PSUs to be earned by our NEOs and other executive officers based on the level of actual performance relative to the target.

The Compensation and Personnel Committee believes that it has set the performance goals at rigorous and challenging levels to require significant effort and achievement by our executive officers, and that these goals have been established in light of our internal forecast as well as the macroeconomic and industry environments.

Depending on where the Company’s three-year ROE and BVSG performance falls, the payout percentage will be determined by linear interpolation.

Ultimately, the Compensation and Personnel Committee will approve the performance achievement percentages and the determination of the number of PSUs earned based on the outcome of the formula.

2024 GRANTS OF PSUs AND RSUs

The following table summarizes the grants to our NEOs:

NEO2023Base Salary($)2024 Target Long-Term Incentive Opportunity(as a % of Base Salary)Target Long-Term Incentive Value($)PSUs($)PSUs(#)RSUs($)RSUs(#)
Giuseppina (Pina) Albo1,300,0002753,575,0001,787,500123,2761,787,500123,276
Craig Howie600,0002301,380,000690,00047,586690,00047,586
Megan Graves590,000160944,000472,00032,552472,00032,552
Adrian Daws (1)445,284160712,454356,22725,245356,22725,245
Gemma Carreiro400,000100400,000200,00013,793200,00013,793
  1. The base salary amount was converted to U.S. dollars using the 2023 average exchange rate,$1.2438 per GBP.

2022 PSUs WITH PERFORMANCE PERIOD COMPLETED AS OF FISCAL YEAR ENDED DECEMBER 31, 2024

In 2022, the Compensation and Personnel Committee granted PSUs with performance-based vesting requirements for the three-year performance period of 2022-2024 based on underwriting return on capital, which had the following performance curve:

2022 Performance MeasureBelow Threshold (%)Threshold (%)Target (%)Maximum (%)Maximum or Above (%)Actual(%)
Underwriting Return on Capital<(0.9)(0.90)4.87.9>7.96.1
Payout Percentage of Target Shares00100200200146.4

The Compensation and Personnel Committee determined that the annualized underwriting return on capital for the 2022-2024 period was 6.1%, and correspondingly approved a performance payout at 146.4% of target. The Compensation and Personnel Committee then multiplied this payout percentage by the number of PSUs originally granted to determine the numbers of PSUs earned, which were as follows:

Hamilton Insurance Group, Ltd.2025 Proxy Statement54
NEOEarned PSUs (#)
Giuseppina (Pina) Albo128,421
Craig Howie44,453
Megan Graves34,575
Adrian Daws23,373
Gemma Carreiro12,792

Underwriting return on capital is determined by a fraction, the numerator of which consists of 1) GAAP underwriting profit, plus 2) a catastrophe loss bank adjustment, plus 3) a reserve adjustment, plus 4) a loss portfolio transfer adjustment, plus 5) investment income on insurance float; and the denominator of which consists of risk-adjusted underwriting capital. The Compensation and Personnel Committee approves underwriting return on capital for each of the three years in the performance period, and then compounds and annualizes them.

Human Capital and Compensation Committee Process

Compensation Determination Process

ROLE OF THE COMMITTEE

The Compensation and Personnel Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs.

The Compensation and Personnel Committee structures the executive compensation program to accomplish our articulated compensation objectives in light of the compensation philosophy described above.

In accordance with its charter, the Compensation and Personnel Committee establishes total compensation for the Chief Executive Officer, reviews and evaluates the performance of the Chief Executive Officer and develops base salary and incentive compensation recommendations. Our Chief Executive Officer does not play any role with respect to any matter affecting her own compensation and is not present when the Compensation and Personnel Committee discusses and formulates the compensation recommendation.

With the input of the Chief Executive Officer, the Compensation and Personnel Committee also establishes the compensation for all of the other executive officers.

ROLE OF THE CHIEF EXECUTIVE OFFICER

The Compensation and Personnel Committee works with our Chief Executive Officer to set the target compensation of each of our executive officers, including other NEOs. As part of this process, the Chief Executive Officer evaluates the market competitiveness of the various components of compensation and the performance of the other executive officers annually and makes recommendations to the Compensation and Personnel Committee regarding the compensation of each executive officer in the first quarter of the applicable fiscal year.

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The Chief Executive Officer’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual cash incentive plan. The Compensation and Personnel Committee gives significant weight to the Chief Executive Officer’s recommendations in light of her greater familiarity with the day-to-day performance of her direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the Chief Executive Officer. Nevertheless, the Compensation and Personnel Committee makes the ultimate determination regarding the compensation for the executive officers.

ROLE OF MANAGEMENT

The Compensation and Personnel Committee also works with members of our management team, including human resources, finance, and legal professionals. Management supports the Compensation and Personnel Committee by assisting in plan design, providing information on corporate and individual performance and management’s perspective and recommendations on compensation matters. The Compensation and Personnel Committee does not delegate any of its functions to others in setting the compensation of our NEOs.

EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION

In making determinations about executive compensation, the Compensation and Personnel Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful external context. When making decisions about the structure and component mix of our executive compensation program, the Compensation and Personnel Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable companies, as derived from surveys, public filings, and other sources.

The Compensation and Personnel Committee, with the assistance of a compensation consultant and considering peer sets used previously, revised peer sets for the fiscal year ended December 31, 2023. Because our business includes reinsurance and specialty insurance, the peer sets include companies with businesses that encompass one or more of those segments. Also, because we have executive officers located in the United States, the United Kingdom and Bermuda, the compensation consultant developed peer sets for the positions in each of these geographic markets. For Bermuda, the number of prospective peer companies was low, so the peer set used for positions in Bermuda included both Bermuda and U.S. companies.

The market data is used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. The Compensation and Personnel Committee determined that the appropriate market reference was within the median range for similar positions at peer companies. Executive officers’ total compensation may deviate from the level referenced in order to attract or retain key individuals or reflect their respective skills, experience, or performance.

We believe that the compensation practices of these peer sets provided us with appropriate compensation reference points for establishing the compensation of our NEOs for the fiscal year ended December 31, 2023. Consistent with best practices for corporate governance, the Compensation and Personnel Committee intends to review our competitive market information annually.

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Risk Management and Compensation

The Compensation and Personnel Committee has undertaken a risk assessment of the Company’s compensation programs to determine whether these programs are appropriately designed and to ensure that they do not motivate individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company. Following this comprehensive review of the design, administration, and controls of these programs, the Compensation and Personnel Committee was satisfied that the Company’s programs are well structured with strong governance and oversight mechanisms in place to minimize and mitigate potential risk and that any risks arising from the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company. In particular, we have adopted the policies and procedures set forth under "Additional Compensation Policies and Practices " below which are designed to help mitigate risk by deterring inappropriate risk-taking behavior, ensuring accountability for financial restatement and aligning executive actions with long-term Shareholder interests.

COMPENSATION AND PERSONNEL COMMITTEE CONSULTANT

Our Compensation and Personnel Committee may engage its own external compensation consultant to advise on the Company's compensation programs generally, prepare reports that compare our compensation programs to those of our peers and help ensure the competitiveness and appropriateness of our compensation. The Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation and Personnel Committee and evaluate executive compensation, including the sole authority to approve the fees and any other retention terms for such consultant or advisor.

Aon Solutions UK Limited ("Aon") served as the Compensation and Personnel Committee's independent compensation consultant from January until May 2024. During this portion of the fiscal year ended December 31, 2024, Aon:

Reviewed and advised the Compensation and Personnel Committee on compensation matters related to the Chief Executive Officer as well as our other executives

Prepared and presented on compensation benchmark analysis for each of Hamilton's executive team

Reviewed and advised on director compensation

In June 2024, the Committee hired Mercer (US) LLC ("Mercer") as the independent compensation consultant. During this portion of the fiscal year ended December 31, 2024, Mercer:

Conducted stakeholder interviews and summarized key themes

Conducted peer group benchmarking

Summarized proxy advisor feedback

Provided a regulatory and compensation trends update

Reviewed incentive practices for the short- and long-term incentive plan, including share usage

Reviewed executive benefits and perquisites

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Each year, our compensation consultant is required to submit a letter describing any conflicts of interest and other factors relating to its independence. The Compensation and Personnel Committee has determined that Aon and Mercer are independent and their work during the fiscal year ended December 31, 2024 did not raise any conflicts of interest. During the fiscal year ended December 31, 2024, Mercer’s fees for executive compensation consulting were $371,712 and Aon's fees were $175,388. In addition to Mercer’s work on behalf of the Compensation and Personnel Committee, Mercer and its affiliates provide other non-executive compensation-related services to the Company. These services are approved by management which oversees the specific areas of business for which the services are provided. The total amount paid for these other services in the fiscal year ended December 31, 2024 was $5,528,362. Most of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which are considered affiliates even though they operate independently of Mercer.

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