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EVEREST GROUP, LTD.

For the period ended Dec 31, 2025. Filed Apr 10, 2026.

View on SEC.gov

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.

Dec 31, 2025 · Filed Apr 10, 2026

EG$411.11-1.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Summary

Proxy Statement

Summary

This summary highlights certain information contained in the Company’s Proxy Statement. The

summary does not contain all of the information that you should consider, and we encourage

you to read the entire Proxy Statement carefully.

Voting Matters and Board’s Voting Recommendations

Proposal · Board’s Voting Recommendation · Page
Election of Director Nominees(Proposal 1)üFOR ALL DIRECTOR NOMINEES7
Appointment of KPMG as Company Auditor(Proposal 2)üFOR20
Non-Binding Advisory Vote on Executive Compensation(Proposal 3)üFOR21
Approval of an Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan(Proposal 4)üFOR22

Director Nominees

Committee Membership
NameAgeDirector SinceACCCECIPCNGCRMCTCC
John Amore IND772012•CHAIR•
William F. Galtney Jr. IND731996•••CHAIR
John A. Graf IND662016•CHAIR
Meryl Hartzband IND712019CHAIR•••
Laura Hay IND632025••
John Howard IND592025•CHAIR•
Allan Levine IND572025•••
Hazel McNeilage IND692022••CHAIR
Darryl Page IND652025•••
Roger M. Singer IND792010•••
Jim Williamson President & CEO522025••••

KEY

Member

INDIndependent

ACAudit Committee

CCCompensation Committee

ECExecutive Committee

IPCInvestment Policy Committee

NGCNominating and Governance Committee

RMCRisk Management Committee

TCCTechnology and Cyber Committee

2026 Proxy Statement 3

Corporate Governance Highlights

Size of Board

Number of Independent Directors

New Independent Directors in 2025

Average Years of Tenure of Director Nominees

Board Practices•Annual Board and Committee Self-Assessments
•Code of Business Conduct and Ethics for Directors and Executive Officers
•Succession Planning and Implementation Process
•Strategy and Risk Management Oversight
•Human Capital Management Oversight
•Artificial Intelligence and Cybersecurity Oversight

Board Independence Standards

The Board has adopted director independence standards as set forth by the

New York Stock Exchange (“NYSE”).

Director Independence on Key Committees

The Board’s Audit, Compensation and Nominating and Governance

Committees are composed entirely of independent directors.

No Over-Boarding

No member of the Board of Directors sits on the board of directors of more

than two other publicly traded companies.

4 2026 Proxy Statement

Shareholder Protections•Majority Vote Standard for Director Election
•Annual Election of All Directors
•Independent Board Chair
•Regular Executive Sessions of Non-Management Directors
•Shareholder Access. No minimum share ownership or holding threshold is necessary to nominate qualified director to Board.

Compensation Best Practices:

What We DoWhat We Don’t Do
üAnnual Say on Pay Advisory VoteœNo “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control
üMaintain a broad-based Clawback PolicyœNo single trigger for change in control
üAlign compensation with strategic goals and individual performanceœNo separate change-in-control agreement for the CEO(3)
üEvaluate peer groups annuallyœProhibition on hedging or pledging of Company stock
üEngage independent compensation consultantœNo liberal share recycling
üAward Performance Share Units as an element of long-term incentive compensation
üEngage with shareholders on executive compensation practices
üMaintain stock ownership guidelines for Executive Officers(1) and Non-Management Directors(2)

(1)Six times base salary for CEO; three times base salary for other Named Executive Officers (as defined herein).

(2)Five times annual retainer.

(3)CEO participates in the Senior Executive Change in Control Plan (“CIC Plan”), along with the other Named Executive Officers.

(1)Please see Appendix A for explanations and available reconciliations of the non-generally accepted accounting principles (“non-GAAP”) measures

used to describe Company performance in this Proxy Statement.

(2)Excludes approximately $34 million of profit commission related to loss reserve releases. When including this profit commission, Everest’s reported

attritional combined ratio was 89.6% for the year ended December 31, 2025.

(3)Attritional Combined Ratio, Net Operating Income, TSR and Net Operating Income ROE are non-GAAP measures. Please see Appendix A for further

information and available reconciliations.

(4)TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/

appreciation of Fixed Maturity, available for sale investments) plus dividends per share.

2026 Proxy Statement 5

Shareholder Outreach

We are committed to ensuring that we understand our shareholders’ priorities and potential concerns, and

that our shareholders understand our corporate governance and executive compensation programs. This

includes how our executive compensation program rewards the achievement of our strategic objectives

and aligns the interests of our Named Executive Officers (as defined herein) and the Company’s

shareholders. Periodically, we conduct shareholder outreach and consider input in governance and

operations. The appointment of an independent Board Chairman, recruitment of four new independent

directors and several new senior executives and the execution of several strategic transactions were

reflective of Board and management priorities and shareholder outreach conducted during 2025. There

was appreciation among investors for the opportunity to engage in outreach discussions.

2025 Financial Results(1)

Gross Written Premium$17.7 billionCombined Ratio 98.6%Attritional Combined Ratio 89.4%(2)(3)
Net Income $1.6 billionNet Operating Income(3)$1.9 billionTotal Shareholder Return(3)(4)13.1%Net Operating Income ROE12.4%(3)

Everest’s 2025 financial performance reflected the strategic steps taken to simplify the company, reshape the portfolio

and strengthen its balance sheet. Everest completed its one-renewal casualty insurance remediation in North America,

fortified its reserves, obtained an adverse development reinsurance cover for North American insurance liabilities and

sold the renewal rights for certain lines of the commercial property and casualty insurance business in the U.S., U.K.,

E.U. and Asia Pacific to AIG. Despite reserve strengthening, $757 million of pre-tax catastrophe losses net of recoveries

and reinstatement premiums and costs associated with strategic actions, the Company generated a net operating

income return on equity of 12.4% and total shareholder return of 13.1%. On a consolidated basis, Everest increased

net operating income by 45% year over year, increased net investment income by $170 million to $2.1 billion and

returned $1.1 billion in capital to shareholders in the form of share repurchases and common stock dividends.

The Company’s Reinsurance business had total gross written premiums of approximately$12.8 billion, underwriting

income of$972 million and a 91.7% total combined ratio. In the Insurance business, total gross written premiums were

$4.8 billion and total combined ratio was 114.6%.

In 2025, we returned$335 million to shareholders in the form of

dividends.

6 2026 Proxy Statement

Ratings

A+

A.M. Best

A+

S&P Global

A1

Moody’s

Financial strength ratings as of 12/31/2025

TSR unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net Unrealized Depreciation/

appreciation of Fixed Maturity, available for sale investments) plus dividends per share. Net Operating Income, also referred to as after-tax net operating

income (loss) is also a non-GAAP measure. Please see Exhibit A for further information.

2026 Proxy Statement 7

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.