WHITE MOUNTAINS INSURANCE GROUP LT (WTM)
Sector: Financials
2026 Annual Meeting Analysis
WHITE MOUNTAINS INSURANCE GROUP LT · Meeting: May 21, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors to a term ending in 2029
Caffrey joined the board in 2026 and is exempt from the TSR trigger under the 24-month new-director rule; he brings deep insurance and financial services experience as the incoming CEO.
Choksi has served since 2017 and WTM's 3-year price return of 58.1% outperforms the peer group median of 50.4% by +7.7 percentage points, well below the 65-point threshold needed to trigger a vote against; she brings over 40 years of investment management experience.
Chu is a new nominee with no prior board tenure at WTM, so the TSR trigger does not apply; he brings over 25 years of insurance industry expertise including founding and leading Bamboo Insurance.
Hicks joined in 2023 and his tenure does not meaningfully overlap the 3-year measurement period; WTM's stock performance during the relevant window exceeds the peer median, and he brings extensive insurance CEO experience from Alleghany Corporation.
All four Class II nominees pass the TSR trigger test — WTM outperformed its compensation peer group median over three years (+7.7pp versus the 65pp threshold for a strong-positive TSR company), no director is overboarded, all attended more than 75% of meetings, the board discloses a skills matrix, and audit committee members have appropriate financial expertise. All four nominees receive a FOR vote.
Say on Pay
✓ FORCEO
G. Manning Rountree
Total Comp
$8,064,309
Prior Support
97%%
CEO total compensation of approximately $8.1 million is reasonable for a $5.4 billion financial services holding company, and the pay structure is exemplary — 92% of CEO target pay was genuinely at risk, split between cash bonuses tied to a formulaic book-value-per-share growth metric and long-term equity grants split equally between performance stock awards (vesting based on 3-year growth targets) and time-vested restricted shares. Pay-for-performance alignment is strong: the company delivered 22.8% growth in its per-share value measure in 2025, the maximum bonus of 200% of target was formulaically earned, and the 2023-2025 performance share cycle paid out at 184% of target on actual 15.2% average annual growth — consistent with the rigorous scale set by the committee. The program includes a meaningful clawback policy, no executive pensions, no single-trigger change-in-control vesting, and received 97% shareholder support in the prior year.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,216,472
Non-Audit Fees
$1,656,550
Non-audit fees (audit-related fees of $1,029,784 plus tax fees of $623,451 plus other fees of $3,315, totaling approximately $1,656,550) represent about 27% of the core audit fees of $6,216,472, which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $5.4 billion company, and no material restatements were disclosed. Auditor tenure was not explicitly stated in the proxy so the tenure trigger does not fire.
Overall Assessment
The 2026 White Mountains annual meeting presents a straightforward ballot with three standard proposals. All four Class II director nominees, the PwC auditor ratification, and the executive compensation program receive FOR votes based on strong TSR performance relative to peers, a well-structured pay-for-performance compensation program with 92% of CEO pay genuinely at risk, and non-audit fees well within independence thresholds.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing