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
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) | ü | FOR ALL DIRECTOR NOMINEES | 7 |
| Appointment of KPMG as Company Auditor(Proposal 2) | ü | FOR | 20 |
| Non-Binding Advisory Vote on Executive Compensation(Proposal 3) | ü | FOR | 21 |
| Approval of an Amendment to the Everest Group, Ltd. 2020 Stock Incentive Plan(Proposal 4) | ü | FOR | 22 |
Director Nominees
| Committee Membership | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Age | Director Since | AC | CC | EC | IPC | NGC | RMC | TCC |
| John Amore IND | 77 | 2012 | • | CHAIR | • | ||||
| William F. Galtney Jr. IND | 73 | 1996 | • | • | • | CHAIR | |||
| John A. Graf IND | 66 | 2016 | • | CHAIR | |||||
| Meryl Hartzband IND | 71 | 2019 | CHAIR | • | • | • | |||
| Laura Hay IND | 63 | 2025 | • | • | |||||
| John Howard IND | 59 | 2025 | • | CHAIR | • | ||||
| Allan Levine IND | 57 | 2025 | • | • | • | ||||
| Hazel McNeilage IND | 69 | 2022 | • | • | CHAIR | ||||
| Darryl Page IND | 65 | 2025 | • | • | • | ||||
| Roger M. Singer IND | 79 | 2010 | • | • | • | ||||
| Jim Williamson President & CEO | 52 | 2025 | • | • | • | • | |||
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 Do | What We Don’t Do | ||
|---|---|---|---|
| ü | Annual Say on Pay Advisory Vote | œ | No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control |
| ü | Maintain a broad-based Clawback Policy | œ | No single trigger for change in control |
| ü | Align compensation with strategic goals and individual performance | œ | No separate change-in-control agreement for the CEO(3) |
| ü | Evaluate peer groups annually | œ | Prohibition on hedging or pledging of Company stock |
| ü | Engage independent compensation consultant | œ | No liberal share recycling |
| ü | Award Performance Share Units as an element of long-term incentive compensation | ||
| ü | Engage with shareholders on executive compensation practices | ||
| ü | Maintain 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 billion | Combined Ratio 98.6% | Attritional Combined Ratio 89.4%(2)(3) |
|---|---|---|
| Net Income $1.6 billionNet Operating Income(3)$1.9 billion | Total 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.