WR BERKLEY CORP (WRB)
Sector: Financials
2026 Annual Meeting Analysis
WR BERKLEY CORP · Meeting: June 3, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
WRB's 3-year price return of 73.1% vs. the XLF ETF's 64.7% represents only an 8.4 percentage point outperformance, far below the 65-point threshold needed to trigger a vote against for a strong-positive TSR company; no overboarding, attendance, or independence concerns apply to this executive director.
Stock performance is well within acceptable bounds (WRB 3-year TSR +73.1% vs. XLF +64.7%, gap only 8.4pp against a 65pp trigger threshold), she holds only one other public board seat (Popular, Inc.), and no attendance, independence, or qualifications concerns are identified.
Director since 2023, well within the 24-month new-director exemption window for the TSR trigger; brings substantial legal and financial advisory experience relevant to the company's operations and governance.
Director since 2025, comfortably within the 24-month new-director exemption from the TSR trigger; brings decades of insurance industry and regulatory expertise directly relevant to WRB's core business.
New nominee with no prior board tenure at WRB, exempt from the TSR trigger; brings extensive international reinsurance leadership experience that strengthens the board's industry expertise, and his nomination follows a formal process by the Nominating and Corporate Governance Committee.
All five director nominees receive a FOR vote. WRB's 3-year total shareholder return of +73.1% outperforms the XLF benchmark by 8.4 percentage points, far short of the 65-point threshold required to trigger a vote against for a strong-positive TSR company. Two nominees (Mosley, Rusbuldt) and the new nominee (Carrier) are within or at the start of their tenure and are exempt from the TSR trigger. No overboarding, attendance below 75%, or independence concerns are identified across the slate.
Say on Pay
✓ FORCEO
W. Robert Berkley, Jr.
Total Comp
$16,823,866
Prior Support
96.9%%
The prior year say-on-pay vote received 96.9% support, well above the 70% threshold that would require a response check. The compensation program is heavily performance-based — the proxy states 93% of CEO pay is performance-based and at-risk — with long-term incentives tied to multi-year ROE and book value growth metrics that align executive outcomes with shareholder outcomes. WRB's 3-year TSR of +73.1% outperforms the XLF benchmark by 8.4 percentage points, confirming that above-market incentive pay is supported by superior relative performance, satisfying the pay-for-performance alignment check; the company also maintains a meaningful clawback policy covering all incentive compensation.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$11,012,677
Non-Audit Fees
$330,746
Non-audit fees (audit-related fees of $172,312 plus tax fees of $79,700 plus all other fees of $78,734, totaling $330,746) represent approximately 3.0% of audit fees ($11,012,677), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $25B company; auditor tenure is not disclosed in the filing so the tenure trigger does not fire per policy; no material restatements are identified.
Overall Assessment
The 2026 WR Berkley annual meeting ballot presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive a FOR vote under this policy. WRB's strong 3-year total shareholder return (+73.1% vs. XLF +64.7%), robust performance-based compensation structure with 96.9% prior year say-on-pay support, and modest non-audit fee ratio of approximately 3% collectively support affirmative votes across the entire ballot; no stockholder proposals were submitted for this meeting.