EMPLOYERS HOLDINGS INC (EIG)
Sector: Financials
2026 Annual Meeting Analysis
EMPLOYERS HOLDINGS INC · Meeting: May 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since April 2021; EIG's 3-year stock return of +6.5% trails the company-disclosed peer median by 21.6 percentage points, which is below the 35-point threshold required to trigger a No vote for directors with low-positive TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns.
Independent director since 2019 with relevant strategy, economics, and technology expertise; EIG's 3-year peer underperformance of 21.6 percentage points does not breach the 35-point policy threshold, so the TSR trigger does not apply; no overboarding or attendance concerns identified.
Independent director since 2018 with extensive insurance and customer experience background; 3-year peer underperformance of 21.6 percentage points is below the 35-point trigger threshold; all attendance and independence requirements are met.
Independent director since 2017 and Audit Committee Chair; 38-year PwC career with deep financial services audit expertise satisfies financial expert requirements; 3-year peer underperformance does not reach the 35-point trigger threshold; no overboarding or attendance issues.
Independent Board Chair since March 2024 with strong investment and financial services credentials; 3-year peer underperformance of 21.6 percentage points is well below the 35-point threshold; no attendance, independence, or overboarding concerns.
Independent director since 2022; as a sitting CEO of a private company (Trendio Live Inc.), he does not trigger the sitting public-company CEO overboarding rule; 3-year peer underperformance does not breach the TSR trigger threshold; no other policy flags.
Appointed to the Board effective March 3, 2025, giving him less than 24 months of tenure, so he is fully exempt from the TSR trigger under policy; holds one other public company board seat (Hamilton Insurance Group), which is below the four-seat overboarding threshold; strong insurance industry background is clearly relevant.
Independent director since 2024, well within the 24-month new-director exemption from the TSR trigger; extensive insurance operations experience at Allstate and Progressive is directly relevant; no overboarding or attendance concerns.
All eight director nominees receive a FOR vote. EIG's 3-year stock return of +6.5% lags the company-disclosed compensation peer median by 21.6 percentage points, which falls short of the 35-point underperformance threshold required to trigger Against votes for directors with low-positive absolute TSR. Two directors (Pestcoe and Sorenson) joined within the past 24 months and are independently exempt from the TSR trigger. No overboarding, attendance failures, independence concerns, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Katherine H. Antonello
Total Comp
$3,261,998
Prior Support
>95%%
CEO Katherine Antonello's total compensation of approximately $3.26 million in 2025 is reasonable for a specialty insurance CEO at a company with roughly $811 million market cap, particularly given that her pay fell materially from $3.75 million in 2024 in direct response to the company's weaker financial results. The pay structure is well-designed: approximately 52% of her target direct compensation consisted of performance stock awards tied to a three-year adjusted book value per share goal, with an additional portion in time-vesting restricted stock, and the annual cash bonus paid out at only 25-27% of target because the company's combined ratio missed the threshold — demonstrating that the incentive program actually reduced pay when performance fell short. Prior Say on Pay votes have received more than 95% support in each of the past five years, the company has robust clawback policies, and no policy thresholds for aggregate pay level, individual pay level, pay mix, or pay-for-performance alignment are breached.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for EIG's approximately $811 million market cap company. The proxy filing text provided does not contain a complete auditor fee table with specific dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio trigger cannot be confirmed — policy directs a FOR vote when fee data is unavailable rather than assuming a No. Auditor tenure is not explicitly disclosed in the provided text, and policy similarly directs a FOR vote when tenure cannot be confirmed; the absence of disclosure is noted as a minor negative factor but does not override the default.
Overall Assessment
The 2026 EIG annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. EIG's 3-year stock underperformance versus its disclosed peer group (21.6 percentage points) does not reach the 35-point threshold required to trigger Against votes on directors, executive compensation is appropriately structured and reduced in line with weaker 2025 operating results, and Ernst & Young is a suitable auditor for a company of EIG's size and complexity.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing