EVEREST GROUP, LTD.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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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.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of
Regulation S-K, we are providing the following information regarding the relationship between compensation actually
paid to our Named Executive Officers and the Company’s financial performance.
Pay Versus Performance Table
The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT
Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer
(“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO
NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected
measure). Adjusted Operating ROE (also referred to in this Proxy Statement as Adjusted Net Operating Income ROE) was
selected as the most relevant and important measure in the relationship of compensation actually paid to NEOs relative
to 2025 Company performance. Adjusted Operating ROE is a relevant measure in our short-term and long-term
incentive plans for our NEOs.
| Year · SummaryCompensation TableTotal forPEO ($)(1) · CompensationActually Paidto PEO ($) · Average SummaryCompensationTable Total forNon-PEO NEOs($)(2) · Average CompensationActually Paid to Non-PEONEOs ($) · Value of Initial Fixed $100Investment(3) Based on: · Net Income ($ Millions) · Adjusted OperatingROE(%)(6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn ($)(4) · Peer GroupTotalShareholder Return($)(5) | ||||||||
| 2025 | $8,952,500 | $8,550,995 | $3,823,919 | $3,609,983 | $161.56 | $234.33 | $1,591 | 12.4% |
| 2024 | $7,939,305 | $9,092,751 | $3,673,476 | $3,850,216 | $168.55 | $212.86 | $1,373 | 8.7% |
| 2023 | $9,909,531 | $11,044,080 | $3,126,187 | $3,394,495 | $161.17 | $157.12 | $2,517 | 18.2% |
| 2022 | $9,106,199 | $12,022,512 | $3,275,300 | $4,098,150 | $148.25 | $141.79 | $597 | 11.9% |
| 2021 | $8,866,126 | $10,939,500 | $3,185,203 | $3,763,485 | $119.84 | $119.28 | $1,379 | 14.3% |
(1)Jim Williamson served as Principal Executive Officer (“PEO”) starting on January 5, 2025 and Juan Andrade served as the PEO from 2021 until January 5,
(2)The non-PEO NEOs include: (a) for 2021, John Doucette, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (b) for 2022, Mike
Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (c) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren
and Jim Williamson; (d) for 2024, Mike Karmilowicz, Mark Kociancic, Jim Williamson and Ricardo Anzaldua; and (e) for 2025, Mark Kociancic, Jill Beggs,
Anthony Vidovich and Ricardo Anzaldua.
(3)Assumes $100 invested on 12/31/2020 in Everest Common Shares, including reinvestment of dividends.
(4)For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or
entire portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all
distributions or dividends paid to shareholders. TSR in all other sections of this Proxy Statement is defined as annual growth in Book Value Per Share
(excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share.
(5)The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table.
(6)Adjusted Net Operating Income ROE for 2023 and 2024 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated
catastrophe losses in the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and
2022, the ratio for determining Adjusted Operating ROE was 50% catastrophe losses in the operating plan and 50% actual catastrophe losses for the
respective fiscal years.
2026 Proxy Statement 75
The following table details the adjustment to the SCT Total Pay for our PEO to determine the CAP as computed in
accordance with Item 402(v) of SEC Regulation S-K (17 C.F.R. § 229.402(v), or “Item 402(v)”). Amounts do not reflect
actual compensation earned by or paid to our NEOs during the applicable year. The PEO did not participate in any
defined benefit pension plan.
PEO SCT Total Pay to CAP Reconciliation
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| SCT Total | $8,866,126 | $9,106,199 | $9,909,531 | $7,939,305 | $8,952,500 |
| – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(4,001,805) | $(4,251,644) | $(4,753,046) | $(6,000,225) | $(5,150,590) |
| + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,525,158 | $4,670,907 | $4,394,999 | $5,885,625 | $5,073,961 |
| ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(1) | $1,402,574 | $2,354,332 | $809,630 | $240,870 | $(196,250) |
| ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(2) | $147,447 | $142,718 | $682,966 | $1,027,176 | $(128,626) |
| Compensation Actually Paid | $10,939,500 | $12,022,512 | $11,044,080 | $9,092,751 | $8,550,995 |
The following table details the adjustment to the SCT Total Pay as the average for our other NEOs to determine
“compensation actually paid” as computed in accordance with Item 402(v) for the other NEOs. Amounts do not reflect
actual compensation earned by or paid to our NEOs during the applicable year.
NEO Average SCT Total Pay to CAP Reconciliation
| Fiscal year | 2021(5) | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Average SCT Total | $3,185,203 | $3,275,300 | $3,126,187 | $3,673,476 | $3,823,919 |
| – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,164,932) | $(1,276,247) | $(1,203,366) | $(1,651,651) | $(1,616,148) |
| + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $1,317,281 | $1,402,100 | $1,112,716 | $1,620,106 | $1,592,570 |
| ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years(3) | $362,214 | $563,880 | $205,511 | $64,791 | $(93,959) |
| ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(4) | $49,873 | $114,067 | $168,181 | $143,494 | $(83,485) |
| – Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit Pension Plan | $(16,202) | N/A6 | $(29,575) | $— | $(12,914) |
| + Service cost and prior service cost | $30,048 | $19,050 | $14,841 | $— | $— |
| Average Compensation Actually Paid | $3,763,485 | $4,098,150 | $3,394,495 | $3,850,216 | $3,609,983 |
(1)Difference between Fair Value from End of Prior Year to End of Current Year
(2)Difference between Fair Value from End of Prior Year to Vesting Date
(3)Difference between Fair Value from End of Prior Year to End of Current Year
(4)Difference between Fair Value from End of Prior Year to Vesting Date
(5) In 2021, the change in actuarial present value was$(11,030) for John Doucette and$81,008 for Sanjoy Mukherjee. Under Item 402(v), the change in
actuarial present value is deducted only if the value is positive. Thus, only Mr. Mukherjee’s value was incorporated into the calculation.
(6)The change in actuarial present value for Mr. Mukherjee was$(600,167) in 2022. Under Item 402(v), the change in actuarial present value is deducted
only if the value is positive. Thus, this value was not incorporated into the calculation.
76 2026 Proxy Statement
Relationship Between Compensation Actually Paid and Financial
Performance Measures
The following graphs further demonstrate the relationship between the compensation actually paid (as defined in
Item 402(v)) and performance measures that are included in the preceding pay versus performance tabular disclosure.
2026 Proxy Statement 77
78 2026 Proxy Statement
(1) TSR is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses on Fixed Maturity investments) plus dividends
Per Share.
2026 Proxy Statement 79
Tabular Disclosure of the Most Important Measures Linking Compensation
Actually Paid in 2025 to Company Performance
Below is a list, not presented in order of importance, of the Company’s most important financial performance measures
used to link the PEO’s and NEOs’ Item 402(v) “Compensation actually Paid” to Company performance for 2025. For
further information regarding these financial performance measures and their function in our executive compensation
program, please see the CD&A section above. For definitions and available reconciliations of Non-GAAP measures used
below, please see Appendix A.
Adjusted Operating ROE
Combined Ratio
TSR(1)
Gross Written Premium Annual Growth Rate
80 2026 Proxy Statement
CEO Pay Ratio Disclosure
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