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SiriusPoint Ltd

For the period ended May 20, 2024. Filed Apr 9, 2024.

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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.

May 20, 2024 · Filed Apr 9, 2024

SPNT$26.33+0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

SIRIUSPOINT LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

WHO WE ARE

SiriusPoint is a global underwriter of insurance and reinsurance, headquartered in Bermuda. Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “SPNT.” As of December 31, 2023, we had common shareholders’ equity of $2.3 billion, total capital of $3.3 billion and total assets of $12.9 billion. Our operating companies have a financial strength rating of A- (Stable) from AM Best, A- (Stable) from Standard & Poor's and A- (Stable) from Fitch. On March 22, 2023, Fitch Ratings revised our outlook from negative to stable and on November 9, 2023, Standard & Poor’s revised our outlook from negative to stable as both rating agencies highlighted improvement in underwriting performance. For more information, please visit www.siriuspt.com.

OUR PURPOSE • Providing security and resilience in an uncertain worldOUR VISION • Being a best-in-class insurer and re-insurer utilizing deep risk expertise to protect our customers. • Blending our talent, expertise, and data to provide intelligent risk solutions.OUR VALUES • Integrity: Integrity, respect and trust are our core principles • Customer-Focused: Our customers are the reason we exist • Solutions Driven: Creating solutions is our mindset • Diversity: Diversity makes us stronger • Collaboration: Collaboration drives out-performance

Our 2024 Annual General Meeting

Dear Fellow Shareholders,

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2024 Annual General Meeting (the “Annual General Meeting”) of SiriusPoint Ltd. The meeting will be held in a virtual format on Monday, May 20, 2024, beginning at 10:00 a.m. (Atlantic Daylight Time). The meeting will be conducted via a live audio webcast at www.meetnow.global/MAHXJL7, where you will be able to vote electronically and submit questions during the meeting.

Your vote is important, and all shareholders are cordially invited to attend the Annual General Meeting virtually. Details are in the attached proxy statement. Whether or not you plan to attend the Annual General Meeting, you are encouraged to submit your proxy as soon as possible.

Our Board is deeply committed to the company, its shareholders, and enhancing shareholder value. We look forward to your participation at the Annual General Meeting. Thank you for your support of SiriusPoint Ltd.

Sincerely, /s/ SCOTT EGAN Chief Executive Officer & Director

April 9, 2024

Safe Harbor Statement Regarding Forward-Looking Statements

This letter and the accompanying proxy statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future plans and profitability and environmental, social and governance plans and goals. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking information is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying proxy statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “objective,” “seek,” “will,” “expect,” “intend,” “estimate,” “target,” “aim,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the risk factors listed in our most recent Annual Report on Form 10-K and subsequent periodic and current disclosures filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information or otherwise.

SiriusPoint Ltd.| Point Building| 3 Waterloo Lane|Pembroke HM 08, Bermuda

1 (441) 542-3333| siriuspt.com

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD.
WHENVIRTUAL WEBCASTRECORD DATE
Monday, May 20, 2024 10:00 a.m. Atlantic Daylight TimeVia live audio webcast at www.meetnow.global/MAHXJL7Thursday, April 4, 2024
ITEMS OF BUSINESSBOARD RECOMMENDATIONS
1Election of four Class II director nominees named in this proxy statement for election to a 3-year term, expiring in 2027:FOReach nominee
● Bronek Masojada ● Daniel S. Loeb ● Mehdi A. Mahmud ● Jason Robart
2Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s NEOs (Say-on-Pay)FOR
3Approval of: (i) the appointment of PwC as our independent auditor, to serve until the Annual General Meeting to be held in 2025; and (ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC’s remunerationFOR
4Transaction of any other business as may properly come before the Annual General Meeting and any adjournments or postponements thereof

Our audited financial statements as of and for the year ended December 31, 2023, as approved by our Board of Directors, will be presented at the 2024 Annual General Meeting, pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended, and the Bye-laws of SiriusPoint Ltd. (the “Company,” “SiriusPoint,” “we,” “our” or “us”).

Shareholders of record at the close of business on April 4, 2024, are entitled to notice of and to vote at the Annual General Meeting and any adjournments or postponements thereof.

Even if you plan to attend the Annual General Meeting virtually, you are encouraged to submit your proxy as soon as possible. You may vote your shares by internet, telephone or mail pursuant to the instructions included in the proxy card or voting instruction form. If you attend the Annual General Meeting virtually and want to revoke your previously submitted proxy, you may do so as described in the accompanying proxy statement and vote during the meeting on all matters properly brought before the Annual General Meeting.

If you hold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or other nominee or you may vote during the Annual General Meeting. Please refer to the voting instruction form included by your broker, bank or nominee.

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD.

You can find detailed information regarding voting in the section entitled “General Information” in the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2024By Order of the Board of Directors, /s/ LINDA S. LIN Chief Legal Officer and Corporate Secretary April 9, 2024 Pembroke, Bermuda
The Company’s notice of the Annual General Meeting, proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available on: www.edocumentview.com/SPNT.
1PROXY SUMMARY
10BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
10PROPOSAL 1―ELECTION OF DIRECTORS
11Board of Directors
11Election and Classification of Directors
12Board of Directors Following the Annual General Meeting
14Information Regarding the Class I Director Nominees for Election to the Board
15Continuing Directors
20Corporate Governance Framework
24Board Meetings and Director Attendance, Attendance at Annual General Meeting and Executive Sessions
25Board Leadership Structure
26Board and Board Committee Performance Evaluations
28Board’s Primary Role and Responsibilities, Structure and Processes
29Risk Management and Oversight
32Committees of the Board of Directors
35Committees of the Board of Directors―Post-Annual General Meeting
35Sustainability Responsibility
38Stakeholder Engagement
39Director Nominating Process and Diversity
40Outside Advisors
40Committee Charters & Code of Business Conduct and Ethics
41Compensation Committee Interlocks and Insider Participation
41Certain Relationships and Related Party Transactions
45Communications with the Board of Directors
46Director Compensation
49EXECUTIVE OFFICERS
52EXECUTIVE COMPENSATION
52PROPOSAL 2―ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY)
53Compensation Discussion and Analysis
75Compensation Committee Report
76Compensation Tables
91CEO Pay Ratio Disclosure
92Pay Versus Performance
98PROPOSAL 3―APPOINTMENT OF INDEPENDENT AUDITOR & DETERMINE THE INDEPENDENT AUDITOR’S
99Independent Registered Public Accounting Firm Fees
99Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
100Report of the Audit Committee
102STOCK OWNERSHIP INFORMATION
102Security Ownership of Certain Beneficial Owners and Management
106Delinquent Section 16(a) Reports
107General Information
107Questions and Answers
118ADDITIONAL INFORMATION
118Submitting Proxy Proposals and Director Nominations for the Next Annual General Meeting
121Other Matters
122Appendix A: Non-GAAP Measures

TABLE OF CONTENTS

ContentsView on SEC.gov

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