AXIS CAPITAL HOLDINGS LTD (AXS)

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2026 Annual Meeting Analysis

AXIS CAPITAL HOLDINGS LTD · Meeting: May 14, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of the three Class II Directors

3 FOR
✓ FOR
W. Marston Becker

Becker has served since June 2020 (about 6 years), passes the TSR test (AXS 3-year return of +100.2% outpaced the S&P 500 benchmark ^GSPC by +40.6 percentage points, well below the 65-point trigger for strong-positive TSR), holds only one outside public board seat (MVB Financial), and attended at least 75% of meetings.

✓ FOR
Michael Millegan

Millegan has served since April 2021 (about 5 years), passes the TSR test (gap of +40.6pp vs ^GSPC is well below the 65pp trigger), holds one outside public board seat (Portland General Electric), and attended at least 75% of meetings.

✓ FOR
Lizabeth Zlatkus

Zlatkus has served since March 2019 (about 7 years), passes the TSR test (gap of +40.6pp vs ^GSPC is well below the 65pp trigger), holds two outside public board seats (Brighthouse Financial, Pathward Financial), and attended at least 75% of meetings.

All three Class II nominees — Becker, Millegan, and Zlatkus — pass every policy screen: no overboarding, strong TSR outperformance versus the S&P 500 benchmark (^GSPC), adequate meeting attendance, relevant insurance/financial industry experience, and no independence or familial-relationship concerns. The full slate earns a FOR vote.

Say on Pay

✓ FOR

CEO

Vincent Tizzio

Total Comp

$9,642,025

Prior Support

93%%

The CEO's total reported compensation of $9,642,025 is reasonable for a $7.8 billion specialty insurer and reinsurer, and the pay program is heavily performance-based: the CEO's annual incentive paid out at 159.5% of target driven by an Adjusted OROACE of 18.5% against a 16.2% target, and the 2023 performance stock awards vested at 200% reflecting AXIS ranking at the 93rd percentile of its performance peer group for three-year total shareholder return. At least 60% of the CEO's long-term incentive consists of performance stock awards tied to measurable metrics (relative total shareholder return and book value per share growth), and fixed salary represents only about 11% of total annual performance-year pay. The prior year Say on Pay received 93% shareholder support — well above the 70% threshold — the company maintains a meaningful clawback policy, and the 1-year stock return of 22.9% exceeded the S&P 500's 17.9% return, confirming strong pay-for-performance alignment.

Auditor Ratification

✓ FOR

Auditor

Deloitte Ltd., Hamilton, Bermuda

Tenure

N/A

Audit Fees

$6,728,727

Non-Audit Fees

$194,801

Non-audit fees (audit-related fees of $184,801 plus tax fees of $10,000, totaling $194,801) represent approximately 2.9% of audit fees of $6,728,727, which is far below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $7.8 billion company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy, and no material financial restatements are noted.

Overall Assessment

AXIS Capital's 2026 annual meeting presents a straightforward ballot: all three Class II director nominees pass TSR, overboarding, attendance, and independence screens, the auditor fee structure is clean with non-audit fees well below policy thresholds, and the executive compensation program demonstrates strong pay-for-performance alignment supported by 93% prior-year shareholder approval and meaningful outperformance versus the S&P 500 benchmark (^GSPC). All proposals earn a FOR vote with no significant governance concerns identified.

Filing date: April 2, 2026·Policy v1.2·high confidence

Compensation Peer Group

1 companies disclosed in 2026 proxy filing

^GSPC__INDEX_BENCHMARK__:S&P 500 Index