AXIS CAPITAL HOLDINGS LTD (AXS)
Sector: Financials
2026 Annual Meeting Analysis
AXIS CAPITAL HOLDINGS LTD · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the three Class II Directors
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.
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing