EVEREST GROUP LTD (EG)
Sector: Financials
2026 Annual Meeting Analysis
EVEREST GROUP LTD · Meeting: May 13, 2026
Directors FOR
5
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Amore has served since 2012 and his tenure fully overlaps the period in which Everest's stock fell roughly 4% while the company's own peer group gained over 60% on average — a gap of nearly 65 percentage points that far exceeds the 20-point trigger under our policy; the 5-year record does not rescue this result because the 5-year gap of about 55 points also exceeds the applicable threshold, so the underperformance appears sustained rather than temporary.
Mr. Galtney has served since 1996 and his tenure fully overlaps the period in which Everest's stock fell roughly 4% while the company's own peer group gained over 60% on average — a gap of nearly 65 percentage points that far exceeds the 20-point trigger; the 5-year gap of about 55 points also exceeds the applicable threshold, confirming this is sustained rather than transient underperformance.
Mr. Graf has served since 2016 (and became independent Board Chair in 2025) and his tenure fully overlaps the 3-year underperformance period in which Everest's stock fell roughly 4% while peers gained over 60% — a 65-point gap well above the 20-point trigger; the 5-year data also fails the test, so the underperformance cannot be characterized as a brief recent dip within an otherwise solid record.
Ms. Hartzband has served since 2019 and her tenure fully overlaps the 3-year underperformance window; Everest's stock declined roughly 4% while the peer group returned over 60%, a gap of nearly 65 points that exceeds the 20-point threshold, and the 5-year comparison similarly fails, so no mitigation applies.
Ms. McNeilage joined in November 2022, which means her tenure covers essentially the entire 3-year underperformance window; Everest's stock fell roughly 4% while peers gained over 60% — a gap of nearly 65 points exceeding the 20-point trigger — and the 5-year comparison also fails, so no mitigation is available.
Mr. Singer has served since 2010 and his long tenure fully overlaps the underperformance period; Everest's stock fell roughly 4% while peers averaged over 60% gains — a nearly 65-point gap that far exceeds the 20-point trigger — and the 5-year comparison also fails, indicating sustained rather than temporary underperformance.
For Analysis
Ms. Hay joined the board in August 2025, less than 24 months before the meeting, so she is exempt from the TSR underperformance trigger under our policy, which gives newer directors reasonable time to contribute before being held accountable for prior-period performance.
Mr. Howard joined the board in March 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger and there are no other policy flags to raise.
Mr. Levine joined the board in June 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger and there are no other policy flags to raise.
Mr. Page joined the board in May 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger and there are no other policy flags to raise.
Mr. Williamson was appointed to the board in January 2025 as part of his appointment as CEO, placing him within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger regardless of his role as an executive director.
Of the 11 director nominees, 5 long-tenured independent directors (Amore, Galtney, Graf, Hartzband, McNeilage, Singer) receive AGAINST votes because Everest's stock has fallen roughly 4% over three years while the company's own disclosed peer group gained over 60% on average — a gap of nearly 65 percentage points that far exceeds our 20-point trigger for companies with negative absolute 3-year returns; the 5-year comparison similarly fails, so no mitigation applies. The four directors who joined in 2025 (Hay, Howard, Levine, Page) and the new CEO-director (Williamson, January 2025) are all exempt as directors within 24 months of joining.
Say on Pay
✓ FORCEO
Jim Williamson
Total Comp
$8,952,500
Prior Support
94%%
CEO Jim Williamson's total compensation of $8,952,500 is reasonable for a newly appointed CEO at a $13 billion global reinsurer and does not appear to exceed benchmark thresholds for this title, sector, and market cap band; the prior Say on Pay vote received strong 94% shareholder support, signaling broad satisfaction with the compensation structure. The pay program has meaningful performance conditions — 50% of long-term equity awards are performance share units tied to return on equity and relative total shareholder return over three years, with payouts ranging from 0% to 200% of target — and the company maintains a clawback policy, stock ownership guidelines, and no single-trigger change-of-control provisions, all consistent with good pay governance.
Auditor Ratification
✓ FORAuditor
KPMG
Tenure
N/A
Audit Fees
$7,345,464
Non-Audit Fees
$532,026
Non-audit fees (audit-related fees of $515,026 plus other fees of $17,000, totaling $532,026) represent approximately 7.2% of audit fees of $7,345,464, well below the 50% threshold that would raise independence concerns; KPMG's tenure is not explicitly disclosed in the proxy so no tenure trigger can fire, and there is no indication of material restatements or auditor adequacy concerns for a company of Everest's size and complexity.
Overall Assessment
The 2026 Everest Group annual meeting features five long-tenured directors receiving AGAINST votes due to severe and sustained stock underperformance — Everest's shares fell roughly 4% over three years while the company's own peer group averaged gains of over 60%, a gap of nearly 65 percentage points — while four newly appointed directors and the new CEO-director are exempt from this trigger. The Say on Pay and auditor ratification proposals both pass our policy screens cleanly, and no stockholder proposals appear on this ballot.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing