SiriusPoint Ltd
For the period ended May 20, 2025. Filed Apr 10, 2025.
View on SEC.govAbout 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 20, 2025 · Filed Apr 10, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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.” We have licenses to write Property & Casualty and Accident & Health insurance and reinsurance globally. Our offering and distribution capabilities are strengthened by a portfolio of strategic partnerships with Managing General Agents and Program Administrators. As of December 31, 2024, we had common shareholders’ equity of $1.7 billion, total capital of $2.6 billion and total assets of $12.5 billion. Our operating companies have a financial strength rating of A- (Stable) from AM Best and Standard & Poor’s, A- (Positive) from Fitch, and A3 (Stable) from Moody’s. For more information, please visit www.siriuspt.com.
| OUR PURPOSE ● Providing security and resilience in an uncertain world | OUR 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 2025 Annual General Meeting
Dear Fellow Shareholders,
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 Annual General Meeting (the “Annual General Meeting”) of SiriusPoint Ltd. The meeting will be held in a virtual format on Tuesday, May 20, 2025, beginning at 10:00 a.m. (Atlantic Daylight Time). The meeting will be conducted via a live audio webcast at https://meetnow.global/MPKXMPR, 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/ BRONEK MASOJADA Chair of the Board of Directors
April 9, 2025
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 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD. | ||||
|---|---|---|---|---|
| WHEN | VIRTUAL WEBCAST | RECORD DATE | ||
| Tuesday, May 20, 2025 10:00 a.m. Atlantic Daylight Time | Via live audio webcast at https://meetnow.global/MPKXMPR | Thursday, April 3, 2025 | ||
| ITEMS OF BUSINESS | BOARD RECOMMENDATIONS | |||
| 1 | Election of two Class III director nominees named in this proxy statement for election to a 3-year term, expiring in 2028: | FOR | each nominee | |
| ● Scott Egan ● Sharon Ludlow | ||||
| 2 | Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s named executive officers | FOR | ||
| 3 | Approval of: (i) the appointment of Pricewaterhouse Coopers LLP (“PwC”) as our independent auditor, to serve until the Annual General Meeting to be held in 2026; and (ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC’s remuneration | FOR | ||
| 4 | Transaction 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, 2024, as approved by our Board of Directors, will be presented at the 2025 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 3, 2025, 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 2025 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, 2025 | By Order of the Board of Directors, /s/ LINDA S. LIN Chief Legal Officer and Corporate Secretary April 9, 2025 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, 2024, are available on: www.edocumentview.com/SPNT. | |
| 1 | PROXY SUMMARY |
| 9 | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
| 9 | PROPOSAL 1―ELECTION OF DIRECTORS |
| 10 | Board of Directors |
| 10 | Election and Classification of Directors |
| 11 | Board of Directors Following the Annual General Meeting |
| 14 | Information Regarding the Class III Director Nominees for Election to the Board |
| 16 | Continuing Directors |
| 21 | Corporate Governance Framework |
| 25 | Board Meetings and Director Attendance, Attendance at Annual General Meeting and Executive Sessions |
| 26 | Board Leadership Structure |
| 27 | Board and Board Committee Performance Evaluations |
| 29 | Board’s Primary Role and Responsibilities, Structure and Processes |
| 30 | Risk Management and Oversight |
| 35 | Committees of the Board of Directors |
| 38 | Committees of the Board of Directors―Post-Annual General Meeting |
| 38 | Sustainability Responsibility |
| 42 | Stakeholder Engagement |
| 43 | Director Nominating Process and Diversity |
| 44 | Outside Advisors |
| 44 | Committee Charters & Code of Business Conduct and Ethics |
| 45 | Compensation Committee Interlocks and Insider Participation |
| 45 | Certain Relationships and Related Party Transactions |
| 49 | Communications with the Board of Directors |
| 51 | Director Compensation |
| 53 | EXECUTIVE OFFICERS |
| 56 | EXECUTIVE COMPENSATION |
| 56 | PROPOSAL 2―ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
| 57 | Compensation Discussion and Analysis |
| 76 | Compensation Committee Report |
| 77 | Compensation Tables |
| 90 | CEO Pay Ratio Disclosure |
| 91 | Pay Versus Performance |
| 97 | PROPOSAL 3―APPOINTMENT OF INDEPENDENT AUDITOR & TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION |
| 98 | Independent Registered Public Accounting Firm Fees |
| 98 | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services |
| 99 | Report of the Audit Committee |
| 101 | STOCK OWNERSHIP INFORMATION |
| 101 | Security Ownership of Certain Beneficial Owners and Management |
| 105 | Delinquent Section 16(a) Reports |
| 106 | General Information |
| 106 | Questions and Answers |
| 117 | ADDITIONAL INFORMATION |
| 117 | Submitting Proxy Proposals and Director Nominations for the Next Annual General Meeting |
| 120 | Other Matters |
| 121 | Appendix A: Non-GAAP Measures |
TABLE OF CONTENTS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.