Everest Re DEF 14A Definitive proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Everest Group, Ltd.

(Name of Registrant as Specified in its Charter)

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Everest Group, Ltd.

Proxy Statement 2024

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 15, 2024

TO THE SHAREHOLDERS OF EVEREST GROUP, LTD.:

The Annual General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”),

will be held at Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton, Bermuda on May 15, 2024 at 10:00

a.m., local time, for the following purposes:

1.To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband,

Gerri Losquadro, Hazel McNeilage, Roger M. Singer and Joseph V. Taranto as directors of the

Company, each to serve for a one-year period to expire at the 2025 Annual General Meeting of

Shareholders or until such director’s successor shall have been duly elected or appointed or until

such director’s office is otherwise vacated.

2.To appoint KPMG, an independent registered public accounting firm, as the Company’s

independent auditor for the fiscal year ending December 31, 2024 and authorize the Company’s

Board of Directors, acting through its Audit Committee, to determine the independent auditor’s

remuneration.

3.To approve, by non-binding advisory vote, 2023 compensation paid to the Company’s Named

Executive Officers (as defined herein).

4.To consider and act upon such other business, if any, as may properly come before the meeting and

any and all adjournments thereof.

The Company’s financial statements for the year ended December 31, 2023, together with the report of the

Company’s auditor in respect of those financial statements, as approved by the Company’s Board of

Directors, will be presented at this Annual General Meeting.

Only shareholders of record identified in the Company’s Register of Members at the close of business on

March 18, 2024 are entitled to notice of, and vote at, the Annual General Meeting.

This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company

for the fiscal year ended December 31, 2023 (including financial statements) and the enclosed Proxy Card

are first being mailed to the Company’s shareholders on or about April 12, 2024.

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting

in person, you are urged to vote by internet or telephone as directed on the enclosed proxy or by signing

and dating the proxy and returning it promptly in the postage prepaid envelope provided.

By Order of the Board of Directors

Juan C. Andrade

President & CEO

April 12, 2024

Hamilton, Bermuda

Table of Contents


GENERAL INFORMATION .........................................................................................................................	1
PROXY STATEMENT SUMMARY ...............................................................................................................................	2
PROPOSAL NO. 1—ELECTION OF DIRECTORS .....................................................................................................	8
THE BOARD OF DIRECTORS AND ITS COMMITTEES ..........................................................................................	18
BOARD STRUCTURE AND RISK OVERSIGHT .........................................................................................................	22
BOARD COMMITTEES ................................................................................................................................................	26
COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS ..............................................	31
PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES ................................................................................	32
DIRECTORS’ COMPENSATION .................................................................................................................................	33
EXECUTIVE OFFICERS ................................................................................................................................................	35
COMPENSATION DISCUSSION AND ANALYSIS ...................................................................................................	38
COMPENSATION PRACTICES ...................................................................................................................................	40
THE COMPANY’S COMPENSATION PHILOSOPHY AND OBJECTIVES ............................................................	42
COMPENSATION OF EXECUTIVE OFFICERS ........................................................................................................	61
PAY VERSUS PERFORMANCE DISCLOSURE ..........................................................................................................	68
CEO PAY RATIO DISCLOSURE ..................................................................................................................................	73
EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS ............................................................	74
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ..............................................	79
PROPOSAL NO. 2—APPOINTMENT OF INDEPENDENT AUDITORS .................................................................	80
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ...........................	81
MISCELLANEOUS—GENERAL MATTERS .................................................................................................................	82

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 15, 2024

at Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton, Bermuda at 10:00 a.m. local time.

The proxy statement and annual report to shareholders are available at

https://www.everestglobal.com/us-en/investor-relations/shareholder-resources/shareholder-proxy-materials

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 15, 2024

GENERAL INFORMATION

The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) for use at the 2024 Annual

General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”, “Everest Group” or,

unless the context otherwise requires, “Everest”), to be held on May 15, 2024, and at any adjournment thereof. It may be

revoked at any time before it is exercised by giving a later-dated proxy, notifying the Corporate Secretary of the

Company in writing at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda,

or voting in person at the Annual General Meeting. All shares represented at the meeting by properly executed proxies

will be voted as specified and, unless otherwise specified, will be voted: (1) for the election of John J. Amore, Juan C.

Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Hazel McNeilage, Roger M. Singer and

Joseph V. Taranto as directors of the Company; (2) for the appointment of KPMG, an independent registered public

accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2024 and for

authorizing the Board acting through its Audit Committee to determine the independent auditor’s remuneration; and (3)

for the approval, by non-binding advisory vote, of the 2023 compensation paid to the Named Executive Officers (as

defined herein).

Only shareholders of record at the close of business on March 18, 2024 will be entitled to vote at the meeting. On that

date, 53,257,203 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this

amount includes 9,719,971 Common Shares held by Everest Re Advisors, Ltd. (“Re Advisors”), the Company’s subsidiary.

As provided in the Company’s Bye-laws, Re Advisors may vote only 9.9% of its shares. The outstanding share amount

also excludes 49,564 shares with no voting rights. The limitation of Re Advisors voting shares to 5,272,463 and the

exclusion of 49,564 shares with no voting rights results in 48,760,131 Common Shares entitled to vote.

The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General

Meeting require the affirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a

quorum consisting of no fewer than two persons present in person or by proxy holding in the aggregate more than 50%

of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company

has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders

who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be

counted towards the presence of a quorum. However, such Common Shares and Common Shares owned by

shareholders and not voted in person or by proxy at the Annual General Meeting (including “broker non- votes”) will not

be included in any tally of votes cast and will therefore have no effect on the outcomes of votes to elect a director or

approve any other matter before the shareholders.

All references in this document to “$” or “dollars” are references to the currency of the United States of America.

The Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the

attached Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any such matter comes before

the meeting, including any shareholder proposal properly made, the proxy holders will vote proxies in accordance with

their best judgment with respect to such matters. To be properly made, a shareholder proposal must comply with the

Company’s Bye-laws and, in order for any matter to come before the meeting, it must relate to matters referred to in the

attached Notice of Annual General Meeting.

2024 Proxy Statement 1

PROXY STATEMENT

SUMMARY

This summary highlights certain information contained in the Company’s Proxy Statement. The

summary does not contain all of the information that you should consider, and we encourage

you to read the entire Proxy Statement carefully.

Voting Matters and Board’s Voting Recommendations


Proposal	Board’s Voting Recommendation	Page
Election of Director Nominees (Proposal 1)	FOR ALL DIRECTOR NOMINEES	8
Appointment of KPMG as Company Auditor (Proposal 2)	FOR	80
Non-Binding Advisory Vote on Executive Compensation (Proposal 3)	FOR	81

Director Nominees


			Committee Membership
Name	Age	Director Since	AC	CC	EC	IPC	NGC	RMC
John J. Amore IND	75	2012	X	X			C	X
Juan C. Andrade CEO & President	58	2020			X	X		X
William F. Galtney Jr. IND	71	1996	X	X	X		X	C
John A. Graf IND	64	2016	X	X		C	X
Meryl Hartzband IND	69	2019	C	X		X	X
Gerri Losquadro IND	73	2014	X	C			X	X
Hazel McNeilage IND	67	2022	X	X			X	X
Roger M. Singer IND	77	2010	X	X			X
Joseph V. Taranto Chairman	75	1996			X	X

KEY

IND Independent

C Chair

X Member

AC Audit Committee

CC Compensation Committee

EC Executive Committee

IPC Investment Policy Committee

NGC Nominating and Governance Committee

RMC Risk Management Committee

Proxy Statement Summary

2024 Proxy Statement 2

Corporate Governance Highlights

Proxy Statement Summary

2024 Proxy Statement 3

33%

11%

Racially/

Ethnically

Diverse

2 of 3

Board

Committees

are Chaired

by Women


Board Practices		Annual Board and Committee Self-Assessments
		Code of Business Conduct and Ethics for Directors and Executive Officers
		Succession Planning and Implementation Process
		Strategy And ESG and Risk Management Oversight
		Human Capital Management Oversight
		Rotating Committee Chairs


Size of Board	9
Number of Independent Directors	7
Average Age of Directors Nominees	69
Average Tenure (years) of Director Nominees	12
Ethnically Diverse Director Nominees	1
New Directors in the Last 5 Years	2
Number of Board Committees Chaired by Women	2

Board Independence Standards

The Board has adopted director independence

standards stricter than those in NYSE listing standards.

Director Independence on Key Committees

The Board’s Audit, Compensation and Nominating and

Governance Committees are composed entirely of

independent directors.

No Over-Boarding

No member of the Board of Directors sits on the board

of directors of more than two other publicly traded

companies.

Compensation Best Practices:


What We Do		What We Don’t Do
	Annual Say on Pay Advisory Vote		No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control
	Maintain a broad-based Clawback Policy		No single trigger for change in control
	Align compensation with strategic goals and individual performance		No separate change-in-control agreement for the CEO3
	Evaluate peer groups annually		No hedging or pledging of Company stock
	Engage independent compensation consultant		No liberal share recycling
	Award Performance Shares as an element of long-term incentive compensation
	Engage with shareholders on executive compensation practices
	Maintain stock ownership guidelines for Executive Officers1 and Non-Management Directors2

(1) Six times base salary for CEO; three times base salary for other Named Executive Officers.

(2) Five times annual retainer.

(3) CEO participates in the Senior Executive Change in Control Plan (“CIC Plan”), along with the other Named Executive Officers.

Proxy Statement Summary

2024 Proxy Statement 4


Shareholder Protections	Majority Voting Policy for Directors
	Annual Election of All Directors
	Independent Lead Director
	Regular Executive Sessions of Non-Management Directors
	Shareholder Access. No minimum share ownership or holding thresholds is necessary to nominate qualified director to Board.

Diversity

33%

of Everest Board

members are women

75%

of all early talent new

hires in the US were

diverse by gender

and/or race/ethnicity

57%

of all new hires in the

US, Vice President or

above, were diverse

by gender and/or

race/ethnicity

Environmental, Social and Governance

Environmental, Social and Governance (“ESG”) is more than an annual compliance exercise. It is a core

element of our long-term strategy and a philosophy that we endeavor to extend across all operating

disciplines including Human Resources, Actuarial, Finance and Accounting, Product Development,

Underwriting, Enterprise Risk Management, Legal & Compliance, Claims and Information Technology,

among others. The integration of ESG across our Company is one of our priorities going forward in

support of our overall strategic objective to create long-term value for our shareholders.

Signatory to UN Principles for Sustainable Insurance and Principles for Responsible

Investment

As of year-end 2023, over 91% of our total assets were managed by other PRI

signatories, including 96% of our fixed-income portfolio, which is our largest asset

class allocation.

Employee groups identify sustainability efforts and participate in green initiatives.

In 2023, implemented a GHG tracking software to support internal monitoring

efforts.

Introduced 3 New Colleague Resource Groups in 2023: Jewish Culture, Veterans

and Working Parents and Caregivers

Held over 50 charitable events across 16+ office locations.

Promote diverse and inclusive culture

Provide education on bias awareness, inclusion and belonging.

2023 Highlights:

Established ESG Working Group, led by Everest’s General Counsel, to coordinate

ESG actions and communications and to formulate recommendations to the

Executive Leadership Team on ESG-related strategies, policies and risk appetite.

Implemented rotating chairs for Board committees.

Aligned sustainability reporting with leading frameworks and organizations.

Proxy Statement Summary

2024 Proxy Statement 5

Environment

Social

Governance

Shareholder Feedback

We are committed to ensuring that we understand our

shareholders’ issues and potential concerns, and that our

shareholders understand our corporate governance and executive

compensation programs. This includes how our executive

compensation program rewards the achievement of our strategic

objectives and aligns the interests of our Named Executive Officers

with those of the Company’s shareholders.

Overall, our shareholders expressed support for our long-term

strategy, Investor Day target metrics and ESG initiatives. There was

universal appreciation for the opportunity to engage in the outreach

discussions and our willingness to consider shareholder input into

our governance protocols.

Financial Highlights

*The attritional combined ratio for the year ended December 31, 2023 included approximately $94 million of profit commission related to loss reserve

releases. Excluding this profit commission, the Group's attritional combined ratio would have been 86.9%.

Everest Group delivered exceptional performance in 2023, including record annual results in underwriting income, net

investment income, operating income, net income and cash flow from operations. The resilience of our franchise,

combined with the dedication and hard work of our people, helped us to achieve extraordinary results for the year.

Against the backdrop of heightened global catastrophe activity for another consecutive year, the Company earned

$2.5 billion of net income in the fiscal year ended December 31, 2023 (“fiscal year 2023”). Gross written premiums

grew by 19.2% to $16.6 billion, and the Company generated $2.8 billion of net operating income and a 23.1% after-tax

operating return on adjusted shareholders’ equity.1

Everest’s performance demonstrates the strength of and success in our core strategic underwriting and risk

management initiatives, our ability to maintain strong financial performance in the context of multiple severe natural

peril events and our resilience in the face of climate change and social and general inflation. In 2023, the Company

generated a Total Shareholder Return (“TSR”) of 26.5%.2

Such results were directly attributable to our core philosophy of creating long-term value for our shareholders by

focusing on disciplined underwriting standards, maintaining growth by diversifying our product line and protecting

our capital base by employing intelligent protection measures designed to minimize downside exposure.

Today, Everest is a stronger and more sophisticated company than it was several years ago. With the right team in

place, our business demonstrates strength and flexibility that is positioned to take advantage of market opportunities

in each of our divisions.

Proxy Statement Summary

2024 Proxy Statement 6

1 The Company generally uses after-tax operating income (loss), a non-GAAP financial measure, to evaluate its performance. Further explanation and a

reconciliation of net income (loss) to after-tax operating income (loss) can be found at the back of the Everest Annual Report.

2 Total Shareholder Return (“TSR”), unless otherwise noted herein, means annual growth in book value per common share outstanding (excluding Net

Unrealized Depreciation/appreciation of Fixed Maturity, available for sale investments) plus dividends per share.

52%

of Shares

Outstanding

Gross Written

Premium

$16.6 billion

Gross Written

Premium Growth

19.2%

Combined Ratio 90.9%

Attritional Combined

Ratio 87.6%*

Net Income

$2.5 billion

Net Operating Income(1)

$2.8 billion

Total Shareholder

Return(2)

26.5%

After Tax Operating

Income ROE

23.1%

We returned $288 million to shareholders

in 2023 in the form of dividends.

Proxy Statement Summary

2024 Proxy Statement 7

Ratings

A+

A.M. Best

Moody’s

A+

Standard & Poor’s

Our primary metric for measuring financial performance is Total

Shareholder Return (“TSR”), defined as annual growth in book value

per common share outstanding (excluding Net Unrealized

Depreciation/appreciation of Fixed Maturity , available for sale

investments) plus dividends per share.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Board recommends that you vote FOR the director nominees described below. Proxies will be so voted except to

the extent that shareholders specify otherwise in their proxies.

At the 2024 Annual General Meeting, the nominees for director positions are to be elected to serve until the 2025

Annual General Meeting of Shareholders or until their qualified successors are elected or until such director’s office is

otherwise vacated. At its regularly scheduled meeting in February 2024, the Nominating and Governance Committee

recommended to the Board the nominations of John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf,

Meryl Hartzband, Gerri Losquadro, Hazel McNeilage, Roger M. Singer and Joseph V. Taranto, all of whom are currently

directors of the Company. The Board accepted the Nominating and Governance Committee’s recommendations, and

each nominee accepted his or her nomination. It is not expected that any of the nominees will become unavailable for

election as a director, but if any nominee should become unavailable prior to the meeting, proxies will be voted for such

persons as the Board shall recommend, unless the Board reduces the number of directors accordingly. There are no

arrangements or understandings between any director or any nominee for election as a director and any other person

pursuant to which such person was selected as a director or nominee.

Important Factors in Assessing Board Composition

The Nominating and Governance Committee strives to maintain an engaged, independent Board with broad and

diverse experience, skills and judgment that is committed to representing the long-term interests of our shareholders. In

evaluating director candidates and considering incumbent directors for nomination to the Board, the Committee

considers each nominee’s character, independence, leadership, financial literacy, personal and professional

accomplishments, industry knowledge and experience.

For incumbent directors, the factors also include attendance and past performance on the Board and its committees.

Each director nominee has a demonstrated record of accomplishment in areas relevant to the Company’s business and

qualifications that contribute to the Board’s ability to effectively function in its oversight role.

The Nominating and Governance Committee seeks current and potential directors who will collectively bring to the

Board a variety of skills, including:

•Leadership: Demonstrated ability to hold significant leadership positions and effectively manage complex

organizations is important to evaluating and developing key management talent.

•Insurance and/or Reinsurance Industry Experience: Experience in the insurance and/or reinsurance markets is

critical to strategic planning and oversight of our business operations.

•Risk Management: Experience in identifying, assessing and managing risks is critical to oversight of current and

emerging organizational and systemic risks in order to inform and adapt the Company’s strategic planning.

•Regulatory: An understanding of both the laws and regulations that impact our heavily regulated industry and

the impact of government actions and public policy are important to oversight of insurance operations.

•Finance and Accounting: Financial experience and literacy are essential for understanding and overseeing our

financial reporting, investment performance and internal controls to ensure transparency and accuracy.

•Corporate Governance: Understanding of corporate governance matters is essential to ensuring effective

governance of the Company and protecting shareholder interests.

•Business Operations: A practical understanding of developing, implementing and assessing our business

operations and processes and experience making strategic decisions, including the assessment of our

operating plan, risk management and long-term sustainability strategy, are critical to the oversight of our

business.

•Information Technology/Cybersecurity: In addition, comprehensive oversight requires a practical understanding

of information systems and technology used in our business operations and processes, as well as a recognition

of the risk management aspects of cyber risks and cybersecurity.

•International: Experience in and knowledge of global insurance and financial markets are especially important in

understanding and reviewing our business and strategy.

In addition to evaluating a candidate’s technical skills relevant to the success of a large, publicly traded company in

today’s business environment, our Board considers additional intangible factors, including candidates’ education and

professional background and understanding of our business and technology, as well as the geographic, gender, age,

ethnic, educational, professional, skillset and personal viewpoint diversity of our Board as a whole. Each director must

demonstrate critical thinking skills, clear business ethics, an appreciation for diversity and a commitment to sustainability.

The Nominating and Governance Committee’s objective is to recommend a group that can best perpetuate the success

of our business and represent shareholder interests through the exercise of sound judgment using its diversity of

experience and perspectives.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 8

Information Concerning Director Nominees

Each nominee’s biography below includes a summary of the key skills and experience of such nominee that

contribute to the director’s ability to effectively oversee the Company and act in the long-term best interests

of shareholders.

JOHN J. AMORE

Age: 75

Director Since: September 19, 2012

Committees:

•Audit

•Compensation

•Nominating and Governance (Chair)

•Risk

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Finance and Accounting

•Corporate Governance

•Business Operations

•International

•Risk Management

•Claims

Background:

Mr. Amore retired in 2010 from the Group Executive Committee of Zurich Financial Services Group, now known as Zurich

Insurance Group, Ltd. (“Zurich”), for which he continued to act as a consultant through 2012. From 2004 through 2010,

he served as CEO of Zurich’s Global General Insurance business segment after having served as CEO of Zurich’s North

America Corporate business division from 2001 through 2004. He became CEO of Zurich U.S. in 2000, having previously

served as CEO of the Zurich U.S. Specialties business unit. Before joining Zurich in 1992, he was vice chairman of

Commerce and Industry Insurance Company, a subsidiary of American International Group, Inc. (“AIG”). Mr. Amore

served as a delegate for the Geneva Association and is an Overseer Emeritus of the Board of Overseers for the School of

Risk Management, Insurance and Actuarial Science at St. John’s University in New York. He is also a member of the Board

of Directors of the W. F. Casey Foundation, Brooklyn, New York and the Board of Trustees and Finance, Audit and

Investment Committees of Embry-Riddle Aeronautical University.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 9

JUAN C. ANDRADE, CEO & PRESIDENT

Age: 58

Director Since: February 26, 2020

Non-Independent

Committees:

•Investment Policy

•Risk

•Executive

Qualifications and Skills:

•Executive Leadership

•Corporate Governance

•Insurance/Reinsurance Industry Experience

•International

•Finance and Accounting

•Risk Management

•Business Operations

•Regulatory

•Mergers and Acquisitions

•Claims

•Marketing and Branding

Background:

Juan C. Andrade is President and Chief Executive Officer of Everest Group, Ltd.

Mr. Andrade has close to 30 years of experience in the insurance industry, successfully leading large and complex

domestic and international businesses. He has served in executive leadership roles in underwriting, product

development and innovation, claims, sales and distribution, strategy development and general management.

Mr. Andrade joined Everest from Chubb Limited, where he was responsible for the general insurance business in more

than 50 countries outside of North America. Before commencing his insurance career, he worked in national security and

international affairs in the Executive Branch of the U.S. Federal Government and The Executive Office of the President.

Mr. Andrade serves on the Board of Directors of USAA, a leading provider of insurance, investing and banking solutions

to members of the U.S. military, veterans and their families. He was recently recognized by Latino Leaders Magazine for

his service and contributions to USAA. He serves on the Board of Overseers of the St. John’s University School of Risk

Management, Insurance and Actuarial Science. He is a member of the Board of Trustees of The Institutes, an organization

committed to meeting the evolving professional development needs of the risk management and insurance community.

He also serves on the Board of Directors of the American Property Casualty Insurance Association (APCIA), the primary

national trade association for the insurance industry. He is a member of the Geneva Association, the only international

association of insurance companies and the think tank for the global insurance industry. Geneva Association members

protect 2.6 billion people worldwide and manage over $21 trillion in assets. He is also a member of The Wall Street

Journal’s CEO Council, an exclusive invitation-only group of the world’s leading CEOs and influential global business

leaders.

Mr. Andrade received a Bachelor of Science degree in Journalism with a minor in Political Science from the University of

Florida and was honored as a Distinguished Alumnus in 2018. He was also inducted into the University of Florida College

of Journalism and Communications Hall of Fame in 2021. This honor recognizes alumni who have excelled in their

careers and has been awarded to only 165 individuals since inception in 1970. He also serves on the National Board of

the University of Florida Foundation.

He also holds a Master of Arts degree in International Economics and Latin American Studies from the Johns Hopkins

University School of Advanced International Studies.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 10

WILLIAM GALTNEY

Age: 71

Director Since: March 12, 1996

Independent

Committees:

•Audit

•Compensation

•Executive

•Nominating and Governance

•Risk (Chair)

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Finance and Accounting

•Investments

•Mergers and Acquisitions

•Corporate Governance

•Business Operations

•Risk Management

•Claims

•Marketing and Branding

Background:

Mr. Galtney served as a director of Everest Reinsurance Holdings, Inc. (“Everest Holdings”) from March 1996 to February

2000. Thereafter he became a director of the Company upon the restructuring of Everest Holdings. Since April 1, 2005,

he has been President and CEO of Galtney Group, Inc., a property and casualty healthcare insurance and reinsurance

broker. Prior thereto, he was President (from June 2001 until December 31, 2004) and Chairman (until March 31, 2005)

of Gallagher Healthcare Insurance Services, Inc. (“GHIS”), a wholly-owned subsidiary of Arthur J. Gallagher & Co.

(“Gallagher”). From 1983 until its acquisition by Gallagher in June 2001, Mr. Galtney was the Chairman and CEO of

Healthcare Insurance Services, Inc. (predecessor to GHIS), a managing general and surplus lines agency previously

indirectly owned by The Galtney Group, Inc.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 11

JOHN A. GRAF

Age: 64

Director Since: May 18, 2016

Independent

Committees:

•Audit

•Compensation

•Nominating and Governance

•Investment Policy (Chair)

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Corporate Governance

•Risk Management

•Finance and Accounting

•Investments

•International

•Business Operations

•Regulatory

Background:

Mr. Graf serves as the Non-Executive Vice Chairman of Global Atlantic Financial Group (“Global Atlantic”) and joined its

Board of Directors upon Global Atlantic’s acquisition of Forethought Financial Group (“Forethought Financial”) in 2014.

He served as Chairman and CEO of Forethought Financial from 2006 to 2014. He serves on the Audit, Risk and

Compliance Committees of Global Atlantic. Until December 2015, he served as a non-executive director of QBE

Insurance Group Limited where he chaired the Investment and Personnel Committees. In 2005, he served as Chairman,

CEO and President of AXA Financial, Inc. where he also served as Vice Chairman of the Board and President and Chief

Operating Officer of its subsidiaries, AXA Equitable Life Insurance Company and MONY Life Insurance Company. From

2001 through 2004 he was the Executive Vice President of Retirement Savings, AIG, as well as serving as Vice Chairman

and member of the Board of Directors of AIG, SunAmerica, following AIG’s acquisition of American General Corporation

in 2001, where he served as Vice-Chairman.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 12

MERYL HARTZBAND

Age: 69

Director Since: May 23, 2019

Independent

Committees:

•Audit (Chair)

•Compensation

•Investment Policy

•Nominating and Governance

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Finance and Accounting

•Investments

•Mergers and Acquisitions

•Corporate Governance

•Business Operations

•Risk Management

Background:

Ms. Hartzband retired in 2015 as a founding partner of Stone Point Capital, where she also served as the firm’s Chief

Investment Officer. Additionally, from 1982 to 1999, she served as Managing Director at J.P. Morgan & Co., specializing

in private equity investments in the financial services industry. Ms. Hartzband currently serves on the Board of Directors at

Conning Holdings, Ltd., a global investment management firm with $214 billion assets under management, and

Octagon Credit Investors, LLC, a CLO manager with $34 billion assets under management. She formerly served on the

Board of Directors at Greenhill & Co. (which was acquired by Mizuho Financial Group, Inc. in November 2023). She has

previously been a director at The Navigators Group, Inc., Travelers Property Casualty Corp., AXIS Capital Holdings

Limited, ACE Limited, and numerous portfolio companies of Stone Point. Ms. Hartzband holds a BA with honors from

Cornell College of Arts and Sciences and a MBA with honors in Finance from Columbia Graduate School of Business.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 13

GERRI LOSQUADRO

Age: 73

Director Since: May 14, 2014

Independent

Committees:

•Audit

•Compensation (Chair)

•Nominating and Governance

•Risk

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Corporate Governance

•Finance and Accounting

•Risk Management

•Business Operations

•International

•Information Technology/Cybersecurity

•Claims

Background:

Ms. Losquadro retired in 2012 as Senior Vice President and head of Global Business Services at Marsh & McLennan

Companies, Inc. (“MMC”) and served on the MMC Global Operating Committee. Prior to becoming a senior executive at

MMC, Ms. Losquadro was a Managing Director and senior executive at Guy Carpenter responsible for brokerage of

global reinsurance programs, including all insurance lines, treaty and facultative and the development and execution of

Guy Carpenter’s account management program. From 1986 to 1992, Ms. Losquadro held senior leadership positions at

AIG’s American Home Insurance Company and AIG Risk Management. From 1982 to 1986, she served as Manager of

Special Accounts of Zurich Insurance Group.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 14

HAZEL MCNEILAGE

Age: 67

Director Since: November 16, 2022

Independent

Committees:

•Audit

•Compensation

•Nominating and Governance

•Risk

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•International Experience

•Life Insurance Industry Experience

•Information Technology/Cybersecurity

•Finance and Accounting

•Investments

•Corporate Governance

•Business Operations

•Risk Management

•ESG and Sustainability

Background:

Ms. McNeilage was Head of EMEA for Northern Trust’s Asset Management business and served as a member of the

company’s global and international management teams. She held various executive roles in global investment

management at Principal Financial, including Global Head of Distribution and Head of International Investments, and she

was part of the executive team that successfully navigated the business through the financial crisis. Earlier in her career,

Ms. McNeilage served as Head of Investment Consulting for Asia Pacific with Towers Perrin. She currently serves on the

boards of Reinsurance Group of America and Scholarship America as well as the advisory board of 9th Gear

Technologies. She was formerly a director of AITi Global, previously Alvarium Tiedemann Holdings. Ms. McNeilage is a

Fellow of both the Institute and Faculty of Actuaries (UK) and the Institute of Actuaries of Australia. She earned certificates

from Carnegie Mellon University and Harvard University in cybersecurity, a certificate from Massachusetts Institute of

Technology in artificial intelligence, and she is a Board Leadership Fellow of the National Association of Corporate

Directors. Ms. McNeilage earned a Bachelor of Science (Hons) degree from the University of Lancaster, England. Ms.

McNeilage further has knowledge and experience with ESG trends, disclosures and practices.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 15

ROGER M. SINGER, INDEPENDENT LEAD DIRECTOR

Age: 77

Director Since: February 24, 2010

Independent Lead Director

Committees:

•Audit

•Compensation

•Nominating and Governance

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Corporate Governance

•Finance and Accounting

•Regulatory

•International

•Legal

•Mergers and Acquisitions

Background:

Mr. Singer was elected as director of Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and Everest International

Reinsurance, Ltd. (“International Re”), both Bermuda subsidiaries of the Company, on January 17, 2012. In 2022, he was

elected as Lead Independent Director of the Company. Mr. Singer, currently retired, was the Senior Vice President,

General Counsel, and Secretary to OneBeacon Insurance Group LLC (formerly known as CGU Corporation) and its

predecessors, CGU Corporation and Commercial Union Corporation, from August 1989 through December 2005. He

continued to serve as director and consultant to OneBeacon Insurance Group LLC and its twelve subsidiary insurance

companies through 2006. Mr. Singer served with the Commonwealth of Massachusetts as the Commissioner of

Insurance from July 1987 through July 1989 and as First Deputy Commissioner of Insurance from February 1985 through

July 1987. He has also held various positions in state and federal government, including Assistant Secretary, Office of

Consumer Affairs and Business Regulation, Commonwealth of Massachusetts, Assistant Attorney General, Office of the

Massachusetts Attorney General and Staff Attorney, Federal Trade Commission.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 16

JOSEPH V. TARANTO, CHAIRMAN

Age: 75

Director Since: March 12, 1996

Non-Independent

Committees:

•Executive

•Investment Policy

Qualifications and Skills:

•Executive Leadership

•Insurance/Reinsurance Industry Experience

•Business Operations

•Corporate Governance

•Finance and Accounting

•Mergers and Acquisitions

•Investments

•Regulatory

•International

•Risk Management

•Marketing and Branding

Background:

Mr. Taranto is a director and Chairman of the Board of the Company, as well as a part-time non-executive employee of

the Company’s affiliate, Everest Global Services, Inc. (“Everest Global”), as of January 1, 2020. He retired on December

31, 2013 as CEO of the Company and CEO and Chairman of the Board of Everest Holdings and Everest Reinsurance

Company (“Everest Re”), in which capacity he had served since October 17, 1994. On February 24, 2000, he became

Chairman of the Board and CEO of the Company upon the restructuring of Everest Holdings. Between 1986 and 1994,

Mr. Taranto was a director and President of Transatlantic Holdings, Inc. and a director and President of Transatlantic

Reinsurance Company and Putnam Reinsurance Company (both subsidiaries of Transatlantic Holdings, Inc.). Mr. Taranto

was selected to serve on the Board because of his considerable experience as CEO of publicly traded international

insurance and reinsurance companies, intimate knowledge of Everest Group, Ltd.’s operations and significant insight

into the insurance and reinsurance markets.

Proposal No. 1 – Election of Directors

2024 Proxy Statement 17

THE BOARD OF DIRECTORS AND ITS COMMITTEES


The Board of Directors: Diversity Characteristics
	John J. Amore	Juan C. Andrade	William F. Galtney, Jr.	John A. Graf	Meryl Hartzband	Gerri Losquadro	Hazel McNeilage	Roger M. Singer	Joseph V. Taranto
Skills & Experience
Executive Leadership	X	X	X	X	X	X	X	X	X
Insurance Industry Experience	X	X	X	X	X	X	X	X	X
Reinsurance Industry Experience	X	X	X	X	X	X	X	X	X
Claims	X	X	X			X		X
Human Capital Management	X	X				X	X
ESG/Sustainability	X	X					X
Risk Management	X	X	X	X	X	X	X		X
Regulatory		X		X				X	X
Finance/Capital Management and Accounting	X	X	X	X	X	X	X	X	X
Corporate Governance	X	X	X	X	X	X	X	X	X
Business Operations	X	X	X	X	X	X	X	X	X
International	X	X	X	X	X	X	X	X
Investments			X	X	X		X		X
Mergers & Acquisitions		X	X	X	X			X	X
Information Technology/ Cybersecurity		X				X	X
Legal								X
Marketing & Branding		X	X						X

The Board of Directors and its Committees

2024 Proxy Statement 18

11%

Racially/

Ethnically

Diverse

33%

Women

44%

Directors are

diverse by

gender or

race/

ethnicity*

*Juan C. Andrade, Everest’s CEO, is Latino. For additional details concerning the Board’s race, ethnicity and gender make-up,

please see the Company’s Corporate Responsibility Reports available on the Company’s website.

The Company’s commitment to strong corporate governance helps us compete effectively, sustain our success over

volatile economic cycles and build long-term shareholder value.

Role of the Board

Governance is a continuing focus at the Company, starting with the Board and extending to management and all

employees. The Board reviews the Company’s policies and business strategies and advises and counsels the CEO and

the other executive officers who manage the Company’s businesses. In addition, we solicit feedback from our

shareholders and engage in discussions with various other stakeholders on governance issues and improvements.

Board Committees and Their Roles

The Board conducts its business through its meetings and meetings of its committees. The Board currently maintains

Audit, Nominating and Governance, Compensation, Executive, Investment Policy and Risk Committees. NYSE listing

standards require that each of the Audit, Compensation and Nominating and Governance Committees consist entirely of

independent directors with written charters addressing such committee’s purpose and responsibilities and that the

performance of such committees be evaluated annually.

•Audit Committee

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, the

Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and

independence and the performance of the Company’s internal audit function.

•Nominating and Governance

The Nominating and Governance Committee is charged with annually determining the appropriate size of the

Board, identifying individuals qualified to become new Board members consistent with the criteria adopted by

the Board in the Corporate Governance Guidelines, recommending to the Board the director nominees for the

next annual meeting of shareholders, annually evaluating and recommending to the Board any appropriate

changes to the Corporate Governance Guidelines and overseeing the Company’s ESG initiatives and status. The

Nominating and Governance Committee also reviews the Board’s governance standards to ensure that they

continue to reflect best practices as articulated by shareholders, observed in peer practices and recommended

by advisors.

•Compensation Committee

The Compensation Committee is primarily responsible for discharging the Board’s responsibilities relating to

the compensation of the Company’s officers at the level of Senior Vice President and above, as well as the

Treasurer, Secretary and the Chief Internal Audit Officer; reviewing the Compensation Discussion and Analysis

with management; and evaluating whether compensation arrangements create risks to the Company. The

Compensation Committee charter further includes human capital management as part of the committee’s

responsibilities. For example, the Compensation Committee now oversees succession planning, talent

development, employee engagement and DEI.

•Executive Committee

The Executive Committee was created to engage in special projects at the behest of the full Board, as well as

serve as the Board’s delegated representative on emergent matters when a full convening of the Board is

impractical.

•Investment Policy Committee

The Investment Policy Committee oversees asset allocation and the selection of external investment managers,

as well as the overall risk profile of the Company’s portfolio. It further oversees the performance of the

Company’s investment portfolio.

•Risk Committee

The Risk Committee was created to oversee the Company’s Enterprise Risk Management (“ERM”) practices and

principles, including identifying, monitoring and overseeing the overall risk management functions of the

Company, establishing the Company’s risk appetite and tolerance levels, overseeing cybersecurity risks and

reviewing the Company’s assessment of operational risks. The Risk Committee fosters robust discussion among

executives and directors on complex underwriting opportunities, strategy, product development, loss

mitigation and hedging strategies as well as emerging risks such as climate change.

The Board operates its committees in a collaborative fashion, with meetings of each committee generally being open to

informational attendance by non-committee Board members and executives. This fosters rigorous discussion, cross-

committee information sharing and risk identification and allows for better-informed oversight.

The Board of Directors and its Committees

2024 Proxy Statement 19


Membership on Board Committees
Name	Audit	Compensation	Executive	Investment Policy	Nominating and Governance	Risk Committee
John J. Amore*	X	X			Chair	X
Juan C. Andrade			X	X		X
William F. Galtney, Jr.*	X	X	X		X	Chair
John A. Graf*	X	X		Chair	X
Meryl Hartzband*	Chair	X		X	X
Gerri Losquadro*	X	Chair			X	X
Hazel McNeilage*	X	X			X	X
Roger M. Singer*	X	X			X
Joseph V. Taranto			X	X
Meetings	4	4	0	4	4	4
*Denotes independent director

During fiscal year 2023, the Board held four regularly scheduled meetings. Each director attended more than 75% of the

aggregate of the total number of meetings of the Board and meetings of all committees of the Board on which the

director served either in person or through an alternate director appointment as permitted by the Bye-laws and the

Bermuda Companies Act 1981. The directors are expected to attend the Annual General Meeting pursuant to the

Company’s Corporate Governance Guidelines. All directors attended the 2023 Annual General Meeting of Shareholders.

Director Independence

Our Board has established criteria for determining director “independence” as set forth in our Corporate Governance

Guidelines. These criteria incorporate all the requirements for director independence contained in the NYSE listing

standards. No director shall be deemed to be “independent” unless the Board shall have affirmatively determined that

no material relationship exists between such director and the Company other than the director’s service as a member of

our Board or any Board committee. In addition, the following enhanced criteria apply to determine independence:

•no director who is an employee, or whose immediate family member is an executive officer of the Company, is

deemed independent until three years after the end of such employment relationship;

•no director is deemed independent who:

i.is a current partner or employee of a firm that is the Company’s internal or external auditor;

ii.has an immediate family member who is a current partner of such firm;

iii.has an immediate family member who is a current employee of such firm and personally works on the

Company’s audit; or

iv.was, or had an immediate family member who was, within the last three years a partner or employee of

such firm and personally worked on the Company’s audit within that time;

•no director who is employed, or whose immediate family member is employed, as an executive officer of

another company where any of our present executives serve on that company’s compensation committee is

deemed independent until three years after the end of such service or the employment relationship;

•no director who is an executive officer or employee, or whose immediate family member is an executive officer,

of a company that makes payments to, or receives payments from, the Company for property or services in an

amount that, in any single year, exceeds $10,000 is deemed independent;

•no director who has a personal services contract with the Company, or any member of the Company’s senior

management is deemed independent;

•no director who is affiliated with a not-for-profit entity that receives significant contributions from the Company

is deemed independent; and

The Board of Directors and its Committees

2024 Proxy Statement 20

•no director who is employed by a public company at which an executive officer of the Company serves as a

director is deemed independent.

Enhanced Audit Committee Independence Requirements

The members of our Audit Committee must meet the following additional independence requirements:

•no director who is a member of the Audit Committee will be deemed independent if such director is affiliated

with the Company or any of its subsidiaries in any capacity, other than in such director’s capacity as a member of

our Board, the Audit Committee or any other Board committee or as an independent subsidiary director; and

•no director who is a member of the Audit Committee will be deemed independent if such director receives,

directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its

subsidiaries, other than fees received in such director’s capacity as a member of our Board, the Audit

Committee or any other Board committee, or as an independent director of any subsidiary of the Company and

fixed amounts of compensation under a retirement plan, including deferred compensation, for prior service with

the Company (provided such compensation is not contingent in any way on continued service).

Enhanced Compensation Committee Independence Requirements

The members of our Compensation Committee must meet the following additional independence requirements:

•no director shall be considered independent who:

i.is currently an officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange

Act”)) of the Company or any subsidiary of the Company, or is otherwise employed by the Company or

any subsidiary of the Company;

ii.receives compensation, either directly or indirectly, from the Company or any subsidiary of the

Company, for services rendered as a consultant or in any capacity other than as a director, except for

an amount that does not exceed the dollar amount for which disclosure would be required pursuant to

Item 404(a) of Regulation S-K; or

iii.possesses an interest in any other transaction for which disclosure would be required pursuant to Item

404(a) of Regulation S-K.

In assessing the independence of members of the Compensation Committee, the Board will consider all factors

specifically relevant to determining whether a director has a relationship to the Company that is material to such

member’s ability to be independent from management in connection with his or her duties, including but not limited to

(i) the source of his or her compensation, including any consulting, advisory, or other compensatory fee paid by the

Company to such director and (ii) whether such director is affiliated with the Company, any subsidiary of the Company or

an affiliate of any subsidiary of the Company.

Independence Determination

Our Board has affirmatively determined that Mses. Hartzband, Losquadro and McNeilage and Messrs. Amore, Galtney,

Graf and Singer each meet the criteria for independence for Board members set forth above. Moreover, all members of

the Audit Committee and Compensation Committee meet the further requirements for independence set forth above

with respect to those committees.

The Board considered whether these directors had any material relationships with the Company, its affiliates or the

Company’s external auditor and concluded that none of them had a relationship that impaired his or her independence.

The Board based its determination on personal discussions with the directors and a review of each director’s responses

to an annual questionnaire regarding employment, compensation history, affiliations and family and other relationships.

The questionnaire responses form the basis for reviewing a director’s financial transactions involving the Company that

are disclosed by a director, regardless of the amounts involved in any such transaction. This annual review is performed

in compliance with the Company’s Bye-laws and the Bermuda Companies Act 1981, and the resulting independence

determinations are approved by resolution of the Board. Directors are also subject to the Company’s Ethics Guidelines,

which require full and timely disclosure to the Company of any situation that may result in a conflict or appearance of a

conflict.

Additionally, in accordance with our Corporate Governance Guidelines and the disclosure requirements set forth in Bye-

law 21(b) of the Company’s Bye-laws (which in turn requires compliance with the Bermuda Companies Act 1981), each

director must disclose to the other directors any potential conflicts of interest he or she may have with respect to any

matter under discussion. If a director is disqualified by the Chairman of the Board because of a conflict, he or she must

refrain from voting on a matter in which he or she may have a material interest.

The Board of Directors and its Committees

2024 Proxy Statement 21

BOARD STRUCTURE AND RISK OVERSIGHT

Board Diversity and Refreshment

Our Board believes that it is essential that directors represent diverse perspectives, skills and experience. Diversity is

important because it contributes to more effective decision-making and risk management. The Nominating and

Governance Committee is responsible for board refreshment, including recommending a slate of candidates that can

best perpetuate the success of our business and represent shareholder interests by exercising sound judgment honed

by diverse experiences and perspectives.

When evaluating qualifications, experiences and backgrounds of director candidates, the Board reviews and discusses

many aspects of diversity, such as gender, age, ethnicity, education, professional experience, personal accomplishment

and differences in viewpoints and skills. Our Board’s Nominating and Governance Committee is especially committed to

expanding its pool of director candidates to ensure the inclusion of highly qualified women and persons of color and

who have specifically identified skills to complement those of incumbent Directors. To assist with the search, the

Nominating and Governance Committee may engage an external search firm to identify qualified candidates. The

committee determines the appropriate size of the Board and evaluates its composition through its annual independent

self-assessment process.

The Board believes it is best served by having a mix of short, medium and long-tenured directors. Over the last five

years, two new female directors have joined the Board: Hazel McNeilage, who joined in 2022, and Meryl Hartzband, who

joined in 2019. Our nine-person Board now includes three women (Meryl Hartzband, Gerri Losquadro and Hazel

McNeilage) and one person of color (our CEO, Juan Andrade). Recognizing the value of continuity of Directors who have

experience with the Company, there are no limits on the number of terms for which a Director may hold office.

The rotation of committee chairs is another integral part of Everest’s board refreshment process. Rotating committee

chairs ensures that all directors have the opportunity to serve in leadership positions and encourages the emergence of

diverse perspectives. Two of the three Board committees mandated by New York Stock Exchange rules are now chaired

by women. Ms. Losquadro serves as Chair of the Compensation Committee, and Ms. Hartzband serves as Chair of the

Audit Committee.

Leadership Structure

The Board reviews the Company’s leadership structure from time to time to ensure that it serves the best interests of the

shareholders and positions the Company for future success. We believe that the Company is best served with a separate

CEO, Chairman of the Board and Independent Lead Director so that three separate and distinct voices provide

appropriate guidance and diverse points of view on governance and strategy while preserving and aligning shareholder

interests. This leadership structure emphasizes a team approach to the appropriate balance of leadership, independent

oversight and strong corporate governance.

The CEO is responsible for setting the strategic direction, culture and day-to-day leadership and performance of the

Company, while remaining cognizant of and fully up-to-date on the current dynamics of the market, such as where risk

factors lie and where growth opportunities and potential exist.

The Chairman of the Board, among other things, provides guidance and counsel to the CEO, consults with the CEO in

setting the agenda for the Board meetings and presides over meetings of the full Board. Our current Chairman, with

decades of leadership experience, industry expertise and institutional knowledge of the Company, has successfully

navigated multiple (re)insurance market cycles and remains connected to both the industry and the Company’s current

operations.

The Independent Lead Director leads a forum for independent director deliberation and feedback and helps ensure that

all Board members have the means to and do carry out their responsibilities in accordance with their fiduciary duties. The

Independent Lead Director works with the Chairman in coordinating matters of priority among the independent

directors and facilitating dialogue on substantive matters of governance involving the Board. The Independent Lead

Director is selected annually by the independent directors and serves as an independent leadership voice to ensure the

Company’s alignment of interest with shareholders to deliver long-term best-in-class return and total value creation.

The Chairman and Independent Lead Director work together to ensure the Company is proceeding in the right direction

while maintaining best practices in corporate governance. Further, our CEO, Chairman and Independent Lead Director

work closely to discuss strategic initiatives for the Company. This tripartite leadership framework was put in place to

make sure different points of view are given appropriate weight at Board meetings and that no single viewpoint is given

disproportionate deference.

Board Structure and Risk Oversight

2024 Proxy Statement 22

The Board believes it is in the best interests of the Company for Mr. Taranto to remain a non-executive part-time

employee of the Company and continue to chair the Board, given his vast executive leadership and operational

experience and knowledge of our competitors and of the (re)insurance industry and market. In addition to Mr. Taranto

and Mr. Andrade, both of whom are non-independent, the Board is comprised of seven outside directors, all of whom

are independent. Mr. Roger M. Singer served as the Independent Lead Director in 2023 and, in that capacity,

complements the talents and contributions of Messrs. Andrade and Taranto and promotes confidence in our governance

structure by providing an independent perspective to that of management.

Prior to each scheduled meeting of the Board, the directors who are not officers of the Company meet in executive

session outside the presence of management to determine and discuss any items including those that should be

brought to the attention of management.

In December 2021, the Board announced the extension of President and CEO Juan C. Andrade’s employment

agreement through the end of 2023 with automatic annual extensions following his term. Mr. Andrade’s leadership,

experience and dedication to Everest have been evident since he became CEO on January 1, 2020, and the Board is

confident that under Mr. Andrade’s leadership, the Company is well-positioned for continued success.

The Independent Lead Director: Role and Responsibilities

While Mr. Taranto serves as Chairman, Board leadership also comes from our Independent Lead Director, Mr. Singer.

The responsibilities of the Independent Lead Director include:

•Coordinating executive sessions of the independent members of the Board without management present;

•Authorization to call meetings of the independent directors;

•Serving as a liaison between the Chairman and the independent directors and leading a forum for independent

director feedback at executive sessions;

•Communicating regularly with the CEO and the other directors on matters of Board governance;

•Assisting in Board meeting agenda preparation in consultation with the Chairman;

•Leading board discussions on oversight of ESG reporting;

•Assuring that all Board members carry out their responsibilities as directors;

•If requested and when appropriate, consultation and direct communication with shareholders as the

independent representative of the Board.

Board Role in Risk Oversight

Prudent risk management is embodied throughout our Company as part of our culture and is a key point of emphasis by

our Board. Given the complex risk-based nature of our business, the Board divides its risk management responsibilities

between financial and operational risks. Financial risk oversight is within the purview of the Audit Committee, and

operational risk is overseen by the Risk Management Committee (“Risk Committee”).

In accordance with NYSE requirements, the Company’s Audit Committee Charter provides that the Audit Committee has

the responsibility to discuss with management the Company’s major financial risk exposures and the steps management

has taken to monitor and control its risk profile, including the Company’s financial risk assessment and risk management

guidelines. Upon the Audit Committee’s recommendation, the Board has adopted a formal Risk Appetite Statement that

is reviewed annually and establishes upper boundaries on risk taking in certain areas of the Company, including assets,

investments and property and casualty business, natural catastrophe exposure and potential maximum loss.

To monitor the Company’s compliance with the Board’s Risk Appetite Statement with more granularity across the

Company’s key operational areas of underwriting, exposure management, emerging risks and technology, the Board

established a separate Risk Committee. To manage the Risk Appetite Statement adopted by the Board, the Company

developed an ERM process (“ERM”) for managing the Company’s risk tolerance profile on a holistic basis. The objective

of ERM is to provide an internal framework for assessing risk – both to manage downside threats, as well as identify

upside opportunities – with the ultimate goal of enhancing shareholder value. Company-wide ERM is coordinated

through a centralized unit (the “ERM Unit”) responsible for implementing the risk management framework that identifies,

assesses, monitors, controls and communicates the Company’s risk exposures. The ERM Unit is overseen by our Chief

Risk Officer and is staffed and supported with seasoned and accredited actuarial, accounting and management staff.

The Risk Committee reviews ERM status with the Chief Risk Officer each quarter to assess not only operational and

systemic risks, but also the level of resources allocated to the ERM Unit. The Board also oversees identification and

management of risk at the Board committee level. While each Board committee is responsible for evaluating the

Company’s operational risks falling within its area, the Board is kept informed of the respective committees’ activities and

actions through committee reports. Moreover, the limited size of our Board allows for each committee meeting to be

attended by all Board members regardless of their respective formal committee appointments.

Board Structure and Risk Oversight

2024 Proxy Statement 23

In order to monitor compliance and liaise with the Board regarding the Company’s ERM activities, we created the

Enterprise Risk Committee (“ERC”). The ERC oversees additional aspects of risk management, including establishing our

risk management principles, policies and risk appetite levels in collaboration with the Board. The ERC, in turn, created

the Underwriting Risk Committee, Financial Risk Committee and Operational Risk Committee, each of which reports to

the ERC. These committees meet quarterly to review their status and plans, initiate new efforts and produce a quarterly

risk management report disclosing key risks. The Underwriting Risk Committee monitors underwriting performance and

risk, including underwriting controls, while the Financial Risk Committee monitors financial risk, including the cost of

capital, liquidity and investor confidence. The Operational Risk Committee monitors operational risk and functional

compliance with risk management policies. The ERC reports directly to the Board. Further, our Emerging Risk

Committee, which also was created by and reports to the ERC, identifies, analyzes, evaluates and monitors emerging

risks that could generate opportunities or material adverse consequences for the Company and then translates those

insights into actionable strategic recommendations to senior management.

Cybersecurity

Our Board views cybersecurity risk as an enterprise-wide concern that involves people, processes and technology and

accordingly treats cybersecurity risk as a Board-level matter. Cybersecurity threats present a persistent and dynamic

threat to actors in our entire industry and beyond and are not limited to information technology. Our directors endeavor

to educate themselves in this area through literature, seminars and other industry publications. Further, the Board is

considering adding this specialized skill set among the selection criteria when considering future candidates for Board

membership. In recognition of the specialized nature of this risk, the Company appointed a Chief Information Security

Officer (“CISO”) and Chief Information Officer (“CIO”) dedicated to assessing the Company’s data security risk,

monitoring cyber threat intelligence and taking the steps necessary to implement pertinent safeguards and protocols to

manage the risk. Both the CISO and CIO report directly to the Board, and through the Risk Management Committee, on

cybersecurity matters and provide updates on a quarterly basis. In addition, the ERC annually reviews the Company’s

cyber exposure across all lines of business and security safeguards for protected privacy data held by the Company. The

ERC also works in conjunction with the Company’s CISO in assessing the Company’s vulnerabilities to cyber threats. In

view of the specialized nature of this risk, continuous dialogue throughout the year is essential in assessing the

operational risk to our business of third-party hacking, ransomware exposure and other security threats.

Climate Risk

Identifying, modeling and managing climate risk is at the core of the insurance industry. Today, the science is clear: there

is no greater long-term risk to our planet than that posed by climate change. We recognize that climate change and

emerging ESG issues, among other factors, are becoming increasingly important for the (re)insurance industry at large.

The growing expansion and concentration of humans and rising property values on coastlines and other ecologically

sensitive areas means that extreme weather conditions can quickly turn into catastrophic events in terms of losses

inflicted. Climate change is exacerbating increasing sea surface temperatures, rising sea levels and frequent extreme

weather events, including floods, droughts, winter storms, wildfires and hurricane intensity. As a provider of risk transfer

products for our clients, we are committed to delivering insurance and reinsurance protection that protects communities

from the impacts of extreme weather events and helps them rebuild, developing effective loss mitigation strategies and

supports efforts, in collaboration with governments, to mitigate deterioration of the global environment.

We have a responsibility to manage a risk environment made increasingly dangerous by global climate change. As an

insurer and reinsurer of property and capital that may be impacted by climate and weather conditions, the Company

quantifies and manages such risk by utilizing the latest meteorological and parametric risk models. It updates those

models to take into account the effects of climate change, as well as to evaluate and assess deviations in climate patterns

that can help calculate the probability of weather-related catastrophes and potential maximum loss and accumulation

exposures. These analyses support prudent underwriting of such risks and the development of products that can help

mitigate them. Such potential maximum loss and accumulation exposure analyses are assessed quarterly by the ERC and

presented to the Board’s Risk Committee to support its oversight of the ERM process.

Our risk management strategies seek to minimize the impact of severe climate and weather events on our capital by,

among other things, maintaining a business portfolio — diversified by product line and geography — and by employing a

tactical approach to managing risk, including, but not limited to, utilization of third-party capital to leverage opportunity

and further spread risk. Furthermore, we encourage and work with our insureds to consider the impact of climate risk on

their operations and property in conjunction with the underwriting, engineering and loss mitigation services we provide.

Policyholders that demonstrate sound environmental practices and adopt loss mitigating measures to protect their

facilities and operations receive insurance premium credits as an economic incentive to reduce their exposure to risk of

loss associated with climate change.

Board Structure and Risk Oversight

2024 Proxy Statement 24

Everest is a signatory to the United Nations Principles for Sustainable Insurance (“PSI”), a global sustainability framework

of the United Nations Environment Programme’s Finance Initiative. The PSI serves as a global framework for the

insurance industry to better understand, prevent and reduce ESG risks and better manage opportunities to provide

quality and reliable risk protection. The PSI has led to the largest collaboration between the UN and the insurance

industry and has steadily grown to represent, as of December 2023, about one-third of world premiums. Everest has

reported its disclosures, which are set forth in Everest’s Corporate Responsibility Report, in accordance with the PSI

framework since 2022.

Finally, in addition to seeking ways to further our underwriting support of the zero-carbon energy transition, we continue

to analyze the Company’s exposures to fossil fuels within our underwriting portfolios. In 2023, insurance premium from

companies that generate a material share of their revenue from coal accounts represented less than 0.03% of Everest’s

overall 2023 gross written premium. Further, insurance premium from oil or natural gas accounts represented less than

1.05% of our overall 2023 gross written premium.

Board Structure and Risk Oversight

2024 Proxy Statement 25

BOARD COMMITTEES

Audit Committee

The principal purposes of the Company’s Audit Committee, as set forth in its Charter, are to oversee the integrity of the

Company’s financial statements and the Company’s compliance with legal and regulatory requirements, oversee the

independent registered public accounting firm, evaluate the independent registered public accounting firm’s

qualifications and independence and oversee the performance of the Company’s internal audit function. The Company’s

Chief Internal Audit Officer reports directly to the Chair of the Audit Committee. The Audit Committee meets with the

Company’s management, Chief Internal Audit Officer and the independent registered public accounting firm, both

separately and together, to review the Company’s internal control over financial reporting and financial statements, audit

findings and significant accounting and reporting issues. The Audit Committee Charter is reviewed annually and revised

as necessary to comply with all applicable laws, rules and regulations. The Charter is available on the Company’s website

at https://www.everestglobal.com/us-en/investor-relations/governance.

No member of the Audit Committee may serve on the Audit Committee of more than two other public companies unless

the Board has determined that such service will not affect such member’s ability to serve on the Company’s Audit

Committee.

Based upon their significant financial experience gained in various leadership and operational roles regarding financial

assessment and reporting, the Board has determined that all members of the Audit Committee are financially literate and

qualify as “audit committee financial experts” as defined by the rules of the U.S. Securities and Exchange Commission

(the “SEC”) and have accounting or related financial management expertise as required by NYSE listing standards.

Audit Committee Report

The Audit Committee has reviewed and discussed with management, which has primary responsibility for the financial

statements and with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent auditors for fiscal year 2023, the

audited financial statements for the year ended December 31, 2023 (the “Audited Financial Statements”). In addition, the

Audit Committee has discussed with PwC the matters required to be discussed by Public Company Accounting

Oversight Board Auditing Standard No. 1301 “Communications with Audit Committees.” The Audit Committee has

received the written disclosures and the letter from PwC required by applicable requirements of the Public Company

Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence and

has discussed with PwC its independence. The Audit Committee also has discussed with Company management and

PwC such other matters and received such assurances from them as the Committee deemed appropriate.

Representatives of PwC and KPMG will be present at the 2024 Annual General Meeting, will have the opportunity to

make a statement if they so desire and will be available to respond to appropriate questions from shareholders.

The Audit Committee devoted substantial time in 2023 to discussing with the Company’s independent auditors and

internal auditors the status and operating effectiveness of the Company’s internal control over financial reporting. The

Audit Committee’s oversight involved several meetings, both with management and with the independent auditors

outside the presence of management, to monitor the preparation of management’s report on the effectiveness of the

Company’s internal controls. The meetings reviewed in detail the standards that were established, the content of

management’s assessment and the auditors’ testing and evaluation of the design and operational effectiveness of the

internal controls. As reported in the Company’s Annual Report on Form 10-K filed February 28, 2024, the independent

auditors concluded that, as of December 31, 2023, the Company maintained, in all material respects, effective internal

control over financial reporting based upon the criteria established in the Internal Control-Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Under its Charter and the Company’s “Audit and Non-Audit Services Pre-Approval Policy” (the “Pre-Approval Policy”), the

Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent

auditors. The Pre-Approval Policy mandates specific approval by the Audit Committee for any service that has not

received a general pre-approval or that exceeds pre-approved cost levels or budgeted amounts. For both specific and

general pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on

auditor independence. The Audit Committee also considers whether the independent auditors are best positioned to

provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage

or control risk or improve audit quality. The Audit Committee is also mindful of the relationship between fees for audit

and non-audit services in deciding whether to pre-approve any such services. It may determine, for each fiscal year, the

appropriate ratio between the total amount of audit, audit-related and tax fees and a total amount of fees for certain

permissible non-audit services classified below as “All Other Fees”. All such factors are considered as a whole, and no

one factor is determinative. The Audit Committee further considered whether the performance by PwC of the non-audit

related services disclosed below is compatible with maintaining their independence. The Audit Committee approved all

the audit-related fees, tax fees and all other fees for 2023 and 2022.

Board Committees

2024 Proxy Statement 26

The fees billed to the Company by PwC for fiscal years 2023 and 2022 by PwC and its worldwide affiliates are as follows:


	FY 2023	FY 2022
Audit Fees(1)	$5,904,280	$6,719,687
Audit-Related Fees(2)	$621,430	$587,563
Tax Fees(3)	$1,074,118	$712,558
All Other Fees(4)	$39,500	$38,550

(1)Audit fees include the annual audit and quarterly financial statement reviews, internal control audit (as required by the Sarbanes Oxley Act of 2002),

subsidiary audits and procedures required to be performed by the independent auditors to be able to form an opinion on the Company’s consolidated

financial statements. Audit fees also include statutory audits or financial audits of subsidiaries or affiliates of the Company and services associated with

SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

(2)Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of the Company’s

financial statements; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”;

assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of

employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply

with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements.

(3)Tax fees include tax compliance, tax planning and tax advice and may be granted general pre-approval by the Audit Committee.

(4)All other fees are for accounting and research subscriptions.

Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Board

the inclusion of the Audited Financial Statements in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2023.

The Audit Committee further recommended the appointment of KPMG as the Company’s Independent Auditor.

Audit Committee

Meryl Hartzband (Chair)

John J. Amore

William F. Galtney, Jr.

John A. Graf

Gerri Losquadro

Hazel McNeilage

Roger M. Singer

Compensation Committee

The Compensation Committee exercises authority with respect to all compensation and benefits afforded all officers at

the Senior Vice President level and above, the Named Executive Officers and the Company’s Chief Financial Officer,

Comptroller, Treasurer, Chief Internal Audit Officer, Chief Risk Officer and Secretary. The Compensation Committee also

has oversight responsibilities for all of the Company’s compensation and benefit programs, including administration of

the Company’s 2020 Stock Incentive Plan, which was approved by shareholders at the 2020 Annual General Meeting (the

“2020 Stock Incentive Plan”) and the Executive Performance Annual Incentive Plan. The Compensation Committee

further oversees all aspects of human capital management, including succession planning, talent development,

employee engagement and diversity, equity and inclusion.

The Compensation Committee adopted a Charter which is available on the Company’s website at https://

www.everestglobal.com/us-en/investor-relations/governance. The Compensation Committee Charter, which is reviewed

annually and revised as necessary to comply with all applicable laws, rules and regulations, provides that the

Compensation Committee may form and delegate authority to subcommittees or to committees of the Company’s

subsidiaries when appropriate. This delegation authority was not exercised by the Compensation Committee during

2023. Additional information on the Compensation Committee’s processes and procedures for consideration of

executive compensation are addressed in this Proxy Statement under the heading “Compensation Discussion and

Analysis”.

Board Committees

2024 Proxy Statement 27

Compensation Committee Report

Management has the primary responsibility for the Company’s financial statements and reporting process, including the

disclosure of executive compensation. The Compensation Committee has reviewed and discussed with management the

Compensation Discussion and Analysis contained in this Proxy Statement and based on this review and discussion,

recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Gerri Losquadro (Chair)

John J. Amore

William F. Galtney, Jr.

John A. Graf

Meryl Hartzband

Hazel McNeilage

Roger M. Singer

Nominating and Governance Committee

The Nominating and Governance Committee is vested with the authority and responsibility to identify and recommend

qualified individuals to be nominated as directors of the Company and to develop and recommend to the Board the

Corporate Governance Guidelines applicable to the Company. Further, the Committee Chairman facilitates discussion of

Board governance best practices in conjunction with management. The Charter is available on the Company’s website at

https://www.everestglobal.com/us-en/investor-relations/governance.

Shareholder Nominations for Director

The Nominating and Governance Committee will consider a shareholder’s nominee for director who is proposed in

accordance with the procedures set forth in Bye-law 12 of the Company’s Bye-laws, which is available on the Company’s

website or by mail from the Corporate Secretary’s office. In accordance with this Bye-law, written notice of a

shareholder’s intent to make such a nomination at the 2025 Annual General Meeting of Shareholders must be received

by the Secretary of the Company at the address listed below under Shareholder and Interested Party Communications

with Directors, between November 16, 2024 and December 16, 2024. Such notice shall set forth the name and address,

as it appears on the Register of Members, of the shareholder who intends to make the nomination; a representation that

the shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in

person or by proxy at the meeting to make such nomination; the class and number of shares of the Company which are

held by the shareholder; the name and address of each individual to be nominated; a description of all arrangements or

understandings between the shareholder and any such nominee and any other person or persons (naming such person

or persons) pursuant to which such nomination is to be made by the shareholder; such other information regarding any

such nominee required to be included in a proxy statement filed pursuant to Regulation 14A under the Exchange Act;

and the consent of any such nominee to serve as a director, if so elected.

As with any candidate for director, the Nominating and Governance Committee will consider a shareholder candidate

nominated in accordance with the procedures of Bye-law 12 based solely on his/her character, judgment, education,

training, business experience and expertise. In addition to complying with independence standards of the NYSE, the SEC

and the Company, candidates for director must possess the highest levels of personal and professional ethics, integrity

and values and be willing to devote sufficient time to perform their Board and Committee duties. It is in the Company’s

best interests that the Board be comprised of individuals whose skills, experience, diversity and expertise complement

those of the other Board members. The objective is to have a Board which, taken as a whole, is knowledgeable in the

areas of insurance/reinsurance markets and operations, accounting (using generally accepted accounting practices and/

or statutory accounting practices for insurance companies), financial management and investment, legal/regulatory, risk

(including climate risk), technology (including cyber-risk and artificial intelligence) and any other areas that the Board or

any of its Committee’s deems appropriate in light of the continuing operations of the Company and its subsidiaries.

Financial services-related experience, other relevant prior service, a familiarity with national, international and industry

issues affecting the Company’s operations and a diversity of background and experience are also among the relevant

criteria to be considered. Following interviews, meetings and such inquiries and investigations determined to be

appropriate under the circumstances, the Committee makes its director recommendations to the Board. The foregoing

criteria are as specified in the Company’s Corporate Governance Guidelines. As a part of the annual self-evaluation

process, the Nominating and Governance Committee assesses its adherence to the Corporate Governance Guidelines.

Board Committees

2024 Proxy Statement 28

Board Evaluation

The Board conducts an annual performance evaluation under the oversight of the Nominating and Governance

Committee Chair. The evaluation process entails the use of an outside law firm to conduct individual director interviews

covering a wide array of topics that include, among other things, leadership, individual director assessment, training and

Board effectiveness to assist in candid discussions that identify and promote areas for improvement as well as successes.

Upon completion of the individual director interviews, the third-party firm summarizes the directors’ assessments and

individual reviews into a report that is provided to the chair of the Nominating & Governance Committee for discussion

with the Board at the February meeting. The Board identifies successes and areas for improvement and establishes goals

for the upcoming fiscal year.

Commitment to Sustainability

Our Company and Board believe that creation of long-term value for our shareholders implicitly requires the enactment

and execution of business practices and strategies that, while delivering competitive returns, also help to advance

progress on sustainability matters. The Company understands it has a responsibility not only to provide solutions that

help our clients manage their environmental and climate change risks, but also to monitor and control our own

ecological impact. Additionally, the Board is considering adding expertise in the environmental and climate risk space

when considering future candidates for Board membership. Independent of the nature of our business, the Company

recognizes the value of environmental and social awareness and encourages all our executives and employees to take an

active role on sustainability matters. The Board has formally memorialized the oversight of the Company’s ESG practices

within the Nominating and Governance Committee charter, and the Company published its 2023 Corporate

Responsibility Report in April 2024, which is available on the Company’s corporate website.

Risk Management Committee

The Company’s Risk Management Committee (“Risk Committee”) is the heart of the Board’s risk management function.

Given the nature of insurance as a commercial endeavor addressing risk, the Risk Committee serves a critical role in

protecting the Company’s capital and ensuring management alignment with our shareholders. The Risk Committee

focuses the Board’s attention on the Company’s most critical operational and systemic risk management capabilities. It is

responsible for the general oversight of the Company’s ERM practices, including identifying, monitoring and overseeing

the overall risk management functions of the Company, as well as establishing the Company’s risk appetite and tolerance

levels. The Risk Committee further reviews the Company’s assessment of operational risk. Specific areas that fall within

the purview of this Committee’s risk review include but are not limited to the following:


•complex underwriting opportunities	•reserving
•capital allocation	•expansion opportunities
•product development	•actuarial pricing and analytics
•underwriting margin improvement opportunities	•de-risking
•cybersecurity
•loss mitigation and hedging strategies involving third-party capital and the Company’s subsidiary Mt. Logan Re
•deep dives into various product lines and whether to expand or discontinue such lines
•timely areas of concern that may arise from time to time during any given quarter or year, such as the impacts of Covid-19 or the impacts of inflation on claims or invested assets and appropriate risk-management actions to take in response to any of the above.

Ultimately, the Risk Committee serves as an invaluable resource for timely input and robust dialogue among

independent directors of the Company, with extensive risk management expertise and experience and Company

executives. It also provides yet another lens through which to screen for undue or inappropriate risk-taking that may not

be aligned with the long-term interests of the Company. Further, it fosters an integrated, enterprise-wide approach to

identifying and managing risk and provides an impetus toward improving the quality of risk-reporting and monitoring,

both for management and the Board. On no less than a quarterly basis, this Committee meets and receives updates and

detailed reports from such officers of the Company as the Group Chief Operating Officer and Head of Reinsurance, the

President and CEO of the Insurance Division, the Chief Underwriting Officers of both the Insurance and Reinsurance

Divisions, the Company’s Group Chief Risk Officer and the Chief Reserving Actuary.

Board Committees

2024 Proxy Statement 29

Code of Ethics for CEO and Senior Financial Officers

The Company’s Code of Conduct includes its “Ethics Guidelines” that are intended to guide all the Company’s decisions

and behavior by holding all directors, officers and employees to the highest standards of integrity. In addition to being

bound by the Ethics Guidelines provisions relating to ethical conduct, conflict of interest and compliance with the law,

the Company has adopted a Code of Ethics that applies to the CEO, Chief Financial Officer and Senior Financial Officers

in compliance with specific regulations promulgated by the SEC. The text of the Code of Ethics for the CEO and Senior

Financial Officers is posted on the Corporate Governance page on the Company’s website at https://

www.everestglobal.com/us-en/investor-relations/governance. This document is also available in print to any shareholder

who requests a copy from the Corporate Secretary at the address below. In the event the Company makes any

amendment to or grants any waiver from the provisions of its Code of Ethics, the Company intends to disclose such

amendment or waiver on its website within five business days.

Shareholder and Interested Party Communications with Directors

We reach out annually for feedback from our shareholders on concerns and suggestions for improvement and to identify

emerging best practices in governance and shareholder values. However, shareholders and interested parties are

encouraged to communicate directly with the Board or with individual directors. All communications should be directed

to the Company’s Corporate Secretary at the following address and in the following manner.

Everest Group, Ltd. Corporate Secretary

Seon Place, 4th Floor

141 Front Street

Hamilton, HM 19 Bermuda

Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board,

the Non-Management Directors or any individual director. Each communication addressed to an individual director and

received by the Company’s Corporate Secretary from shareholders or interested parties, which is related to the

operation of the Company and is not solely commercial in nature, will promptly be forwarded to the specified party.

Communications addressed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded to the

Chairman of the Nominating and Governance Committee.

Board Committees

2024 Proxy Statement 30

COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE

OFFICERS

The following table sets forth the beneficial ownership of Common Shares as of March 18, 2024 by the directors of the

Company, the executive officers of the Company and by all directors and executive officers of the Company as a group.

Information in this table was furnished to the Company by the respective directors and Named Executive Officers. Unless

otherwise indicated in a footnote, each person listed in the table possesses sole voting power and sole dispositive power

with respect to the shares shown in the table as owned by that person.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class(14)
John J. Amore	23,186	(1)	*
William F. Galtney, Jr.	64,058	(2)	*
John A. Graf	15,642	(3)	*
Meryl Hartzband	9,831	(4)	*
Gerri Losquadro	13,843	(5)	*
Hazel McNeilage	2,265	(6)	*
Roger M. Singer	17,808	(7)	*
Joseph V. Taranto	312,335	(8)	*
Juan C. Andrade	61,456	(9)	*
Mike Karmilowicz	12,995	(10)	*
Mark Kociancic	29,862	(11)	*
Gail Van Beveren	13,825	(12)	*
Jim Williamson	15,209	(13)	*
All directors, nominees and executive officers as a group (13 persons)	592,212		1.2%

*Less than 1%

(1)Includes 1,833 restricted shares issued to Mr. Amore under the Company’s 2003 Non-Employee Director Equity Compensation Plan (“2003

Directors Plan”) which may not be sold or transferred until the vesting requirements are satisfied.

(2)Includes 34,106 shares owned by various family related investments in which Mr. Galtney maintains a beneficial ownership and for which he

serves as the General Partner. Also includes 1,833 restricted shares issued to Mr. Galtney under the 2003 Directors Plan which may not be sold or

transferred until the vesting requirements are satisfied.

(3)Includes 1,833 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting

requirements are satisfied.

(4)Includes 1,833 restricted shares issued to Ms. Hartzband under the 2003 Directors Plan which may not be sold or transferred until the vesting

requirements have been satisfied.

(5)Includes 1,833 restricted shares issued to Ms. Losquadro under the 2003 Directors Plan which may not be sold or transferred until the vesting

requirements have been satisfied.

(6)Includes 1,806 restricted shares issued to Ms. McNeilage under the 2003 Directors Plan which may not be sold or transferred until the vesting

requirements have been satisfied

(7)Includes 1,833 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting

requirements are satisfied.

(8)Includes 19,330 shares owned by various family related trusts and investments in which Mr. Taranto maintains a beneficial ownership. Also,

includes 1,833 restricted shares issued to Mr. Taranto under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until

the vesting requirements are satisfied.

(9)Includes 9,030 restricted shares issued to Mr. Andrade under the Company’s 2020 Stock Incentive Plan and 20,625 shares issued to Mr. Andrade

under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.

(10)Includes 312 restricted shares issued to Mr. Karmilowicz under the company’s 2020 stock incentive plan and 7,084 restricted shares issued under

the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been satisfied.

(11)Includes 18,329 restricted shares issued to Mr. Kociancic under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred

until the vesting requirements have been satisfied.

(12)Includes 223 restricted shares issued to Ms. Van Beveren under the company’s 2020 stock incentive plan and 4,009 restricted shares issued to Ms.

Van Beveren under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements have been

satisfied.

(13)Includes 10,636 restricted shares issued to Mr. Williamson under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred

until the vesting requirements have been satisfied.

(14)Based on 48,760,131 total Common Shares outstanding and entitled to vote as of March 18, 2024.

Common Share Ownership by Directors and Executive Officers

2024 Proxy Statement 31

PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES

To the best of the Company’s knowledge, the only beneficial owners of 5% or more of the outstanding Common Shares

as of December 31, 2023 are set forth below. This table is based on information provided in Schedule 13G Information

Statements filed with the SEC by the parties listed in the table.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Everest Re Advisors, Ltd. Seon Place, 141 Front Street, 4th Floor Hamilton HM 19, Bermuda	9,719,971	(1)	18.3%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	5,334,147	(2)	10.0%
BlackRock, Inc. 55 East 52nd Street New York, New York 10001	3,832,094	(3)	7.2%

(1)Everest Re Advisors, ltd., a direct wholly-owned subsidiary of the company had sole power to vote and direct the disposition of 9,719,971

Common Shares as of December 31, 2023. According to the Company’s Bye-laws, the total voting power of any Shareholder owning more than

9.9% of the Common Shares will be reduced to 9.9% of the total voting power of the Common Shares.

(2)The Vanguard Group reports in its Schedule 13G that it has no sole power to vote or direct the vote, shared voting power for 56,233 Common

Shares, sole dispositive power with respect to 5,149,719 Common Shares and shared dispositive power with respect to 184,428 Common Shares.

(3)BlackRock, Inc. reports in its Schedule 13G that it has sole power to vote or direct the vote of 3,423,846 Common Shares and sole dispositive

power with respect to 3,832,094 Common Shares.

Principal Beneficial Owners of Common Shares

2024 Proxy Statement 32

DIRECTORS’ COMPENSATION

Each member of the Board who is not otherwise affiliated with the Company as an employee and/or officer (“Non-

Employee Director” or “Non-Management Director”) was compensated in 2023 for services as a director and was also

reimbursed for out-of-pocket expenses associated with each meeting attended. Each Non-Employee Director is

compensated in the form of an annual retainer and a discretionary equity grant.

The Board reviews director compensation annually. In reviewing compensation, the Board considered several factors,

including the need to recruit and retain quality director candidates with expertise relevant to the Company’s objectives

and attuned to the increased regulatory and shareholder focus on Board governance and oversight. The Board also

considered the amount of time spent by directors in attending all scheduled Board and committee meetings, preparing

for meetings, communicating with management throughout the year and attending various educational seminars. Our

directors do not receive any additional compensation for serving as committee chairs or for attending regular Board and

committee meetings or special meetings of individual committees or the Board.

Each Non-Employee Director or Alternate attended more than 75% of the aggregate of the total number of scheduled

meetings of the Board and meetings of all committees of the Board in 2023, as well as an annual informational session in

February to review and discuss corporate governance matters and long-term strategic plans for the Company. Moreover,

because we believe that a smaller board allows for greater exchange of ideas and more focused and efficient interaction

with management, each Non-Employee Director frequently participates in every meeting of the Audit, Nominating and

Governance, Compensation, Risk and Investment Policy Committees, irrespective of whether the director is a formal

appointee to such committee or an invitee of the committee. Our directors believe they are at their most effective when

working as a collective unit in sharing ideas, offering opinions and engaging in spirited debate at all committee and

Board meetings. Finally, various Non- Employee Directors attend and report back to the Board on educational seminars

relating to changes in accounting rules and FASB pronouncements, tax regulations, ERM, governance best practices,

information technology and cybersecurity.

During our annual outreach in past years, several shareholders indicated that our director compensation program was

not in line with that of our peer group, primarily as a consequence of the heightened performance of the Company’s

share price as a result of our exceptional long-term performance. While the Board’s oversight directly contributed to

achieving long-term value creation for shareholders, the Board took notice of our shareholders’ observations and took

action to bring its director compensation in line with that of our peers. The Board refined its director compensation

structure and implemented a limit on Non-Employee Director compensation to $450,000, comprised of a fixed cash

retainer and restricted share awards.

Each Non-Employee Director received a standard retainer of $125,000 in 2023, payable in the form of cash or Common

Shares at his or her election, and an equity award in the form of restricted shares equal in value to $325,000, for a total

compensation value of $450,000. Restricted shares vest over a three-year period payable in equal installments. Giving

Non-Employee Directors an opportunity to receive their standard retainer in the form of Common Shares is intended to

further align their interests with those of the Company’s shareholders. The value of Common Shares issued is calculated

based on the average of the highest and lowest sale prices of the Common Shares on each installment date or, if no sale

is reported for that day, the preceding day for which there is a reported sale. We believe that these revisions to the

director compensation structure will bring total compensation per independent director more in line with that of our

peers, while recognizing the contribution of our Board in building long-term shareholder value and preserving the

Board’s alignment of interest with our shareholders.

As a non-independent Chairman of the Board, Mr. Taranto provides enhanced duties more akin to those of an

employee. Such duties include consulting with the CEO to approve share buybacks; working with the CEO and the

Corporate Secretary in scheduling, preparing agendas and ensuring information flow for Board meetings; recruiting and

conducting orientation of new directors; developing and maintaining business relationships beneficial to the Company

at industry conferences and events; and providing support, advice and counsel on any special or extraordinary projects

at the request of the Board.

Given Mr. Taranto’s enhanced duties including his availability to collaborate and work with the Company’s CEO that go

beyond his role as Chairman of the Board, effective January 1, 2021, Mr. Taranto entered into a non-executive, part-time

employment relationship with the Company’s affiliate, Everest Global, for a term of two years pursuant to which he

received an annual base salary of $425,000. Mr. Taranto’s employment with Everest Global was renewed on January 1,

2023 for a two-year term, pursuant to which Mr. Taranto will receive an annual base salary of $425,000. As an employee,

Mr. Taranto is also eligible to receive an annual equity award at the discretion of the Board not to exceed the value of any

equity award granted to the non-executive members of the Board.

Directors’ Compensation

2024 Proxy Statement 33

The table below summarizes the compensation paid by the Company to Directors for fiscal year 2023.3

2023 DIRECTOR COMPENSATION TABLE


Name	Fees Earned or Paid in Cash(1)	Share Awards(2)	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation(3)(4)		Total
John J. Amore	$125,000	$325,792	-	-		$13,940	$464,732
William F. Galtney, Jr.	$125,000	$325,792	-	-		$13,940	$464,732
John A. Graf	$125,000	$325,792	-	-		$13,940	$464,732
Meryl Hartzband	$125,000	$325,792	-	-		$13,940	$464,732
Gerri Losquadro	$125,000	$325,792	-	-		$13,940	$464,732
Hazel McNeilage	$125,000	$526,544				$9,364	$660,908
Roger M. Singer	$125,000	$325,792	-	-		$23,940	$474,732
Joseph V. Taranto	$425,000	$325,792	-	-		$13,940	$764,732

(1)For their Board services in 2023, all of the directors elected to receive their retainer in cash except for Ms. Hartzband, who received 348 shares in

compensation for her services.

(2)The amount shown is the aggregate grant date fair value of the 2023 grant computed in accordance with Financial Accounting Standards Board

Statement Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair

market value (the average of the high and low of the Company’s stock price on the NYSE on the date of grant) (“FMV”) and otherwise using the

methods and assumptions presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the

year-ended December 31, 2023. Each of the Non-Employee Directors was awarded 852 restricted shares on February 23, 2023 at FMV of

$382.385, except for Hazel McNeilage who was awarded 1,377 restricted shares on February 23, 2023 at FMV of $382.385 as part of her initial

sign on as a Director in November 2022.

(3)Dividends paid on each director’s restricted shares. For Mr. Singer, also includes $10,000 in director fees for meetings attended as a director of

both Bermuda Re and International Re.

(4)As of December 31, 2023, each director held the following number of outstanding restricted shares: Mr. Amore, 1,833; Mr. Galtney. 1,833; Mr.

Graf, 1,833; Ms. Hartzband, 1,833; Ms. Losquadro, 1,833; Ms. McNeilage, 1,806; Mr. Singer, 1,833; and Mr. Taranto, 1,833.

Directors’ Compensation

2024 Proxy Statement 34

3 This 2023 Director Compensation Table excludes the compensation of Juan C. Andrade. The compensation of Mr. Andrade, a director and also President

and CEO of the Company, is set forth in the 2023 Summary Compensation Table. The 2023 Director Compensation Table does include the compensation of

Joseph V. Taranto, who is a part-time non-executive employee of the Company’s affiliate, Everest Global.

EXECUTIVE OFFICERS

Information Concerning Executive Officers

The following information has been furnished by the Company’s Executive Officers who are not also director

nominees.

MARK KOCIANCIC

Age: 54

Mr. Kociancic is the Executive Vice President and Chief Financial Officer of the Company. He is also a Director and

Executive Vice President of Everest Denali Insurance Company (“Everest Denali”), Everest Indemnity Company (“Everest

Indemnity”), Everest National Insurance Company (“Everest National”), Everest Premier Insurance Company (“Everest

Premier”) and Everest Security Company (“Everest Security”). Mr. Kociancic also serves as a director of International Re,

Mt. Logan Re, Ltd. (“Mt. Logan”) and as a Director, Executive Vice President and Chief Financial Officer of Everest Re. He

is also Non-Executive Director of Everest Insurance (Ireland), Designated Activity Company. He joined the Company on

October 12, 2020, from SCOR SE (“SCOR”), where he served as Group Chief Financial Officer from 2013 until joining

Everest. He had previously served in various senior executive roles with SCOR’s U.S. operations beginning in 2006, prior

to being named Group Deputy Chief Financial Officer in 2012 and then Group Chief Financial Officer. He holds a CPA

designation from the Canadian Institute of Chartered Accountants and a CFA designation from the Chartered Financial

Analysts Institute.

JIM WILLIAMSON

Age: 50

Mr. Williamson joined Everest in 2020 as the Group Executive Vice President and Chief Operating Officer. In May 2021,

Mr. Williamson also took on additional responsibilities as Head of Reinsurance for Everest and in March 2024, he

expanded his role to lead Everest’s global reinsurance and insurance businesses. He is also a Director of International Re,

Bermuda Re and Everest Re and also serves as Executive Vice President, COO and Head of the Reinsurance Division.

Prior to Everest, Mr. Williamson spent seven years with Chubb in various positions, including as Division President, North

America Small Business from January 2016 until September 2020. Mr. Williamson also spent over eight years at The

Hartford, where he began his insurance career as a casualty underwriter and later led the underwriting and service

operation for the small business insurance franchise. Over the years, at The Hartford, Chubb and now Everest, he has

worked in all aspects of the P&C commercial and consumer lines industry, both in the U.S. and internationally, running

large and successful businesses. He has also had functional responsibilities for actuarial, technology and claims

organizations during his career. Mr. Williamson holds an MBA from The Wharton School at the University of Pennsylvania

and a B.S. from Bryant College.

Executive Officers

2024 Proxy Statement 35

MIKE KARMILOWICZ

Age: 55

Mr. Karmilowicz has served as Executive Vice President of the Company since 2020 and in 2024 was named Chairman of

Global Insurance for Everest. Prior to his appointment as Chairman, he served as President and CEO of Everest

Insurance® and also served as President of Everest Insurance® North America P&C. Mr. Karmilowicz joined Everest

Insurance® in July 2015 and served as Senior Vice President of Everest Insurance® and President of Everest Specialty

Underwriters Services, LLC, which comprises the Executive Solutions Group (Financial Institutions, Public & Private D&O,

& Cyber), Professional Liability, Alternative Solutions (Transactional Liability & Private Equity), Political Risk & Trade Credit

and Surety segments. He also held management responsibility for EverSports & Entertainment Insurance® Inc., Everest’s

leading Sports, Entertainment and Leisure insurance organization. Mr. Karmilowicz has over 30 years of experience in the

insurance industry, having worked in increasingly responsible management and underwriting positions at carriers

including Zurich and The Hartford.

GAIL VAN BEVEREN

Age: 61

Ms. Van Beveren is Executive Vice President and Chief Human Resources Officer of the Company. In her role, Ms. Van

Beveren is responsible for developing and implementing strategies that support global Talent Acquisition, Retention,

Employee Development, Compensation, Benefits, and various other talent management initiatives across all Everest

offices. In addition to Ms. Van Beveren’s role as Chief Human Resources Officer, she serves as one of the Executive

Sponsors of the Company’s Diversity Equity & Inclusion Council and has responsibility for overseeing key global

initiatives including the implementation of Employee Engagement Surveys. Ms. Van Beveren joined the Company 37

years ago as a Business Systems Analyst in Information Technology and since that time she has held various roles of

increasing responsibility including Vice President and Senior Vice President in Human Resources. Ms. Van Beveren is a

graduate of Rutgers University, where she earned a Bachelor of Science in Economics and a Master of Science in

Business Economics. She also has a CPCU designation from The Institutes CPCU Society.

Executive Officers

2024 Proxy Statement 36

Ricardo Anzaldua

Age: 70

Mr. Anzaldua serves as Executive Vice President and General Counsel of Everest Group, Ltd. He joined the Company in

June 2023 with over three decades of legal, corporate governance and (re)insurance industry expertise, spanning the

U.S., Bermuda and other global jurisdictions and industries. Most recently, Mr. Anzaldua was Executive Vice President,

General Counsel and Corporate Secretary for the Federal Home Loan Mortgage Corporation (“Freddie Mac”) where he

led the enterprise legal, corporate secretarial, and board governance functions. Prior to Freddie Mac, he was Executive

Vice President and General Counsel of MetLife, Inc. where he oversaw global legal operations, global compliance and

government relations. Prior to assuming his role at MetLife, he was General Counsel of the Property-Casualty Division of

The Hartford Financial Services Group, Inc. Mr. Anzaldua further worked at Cleary Gottlieb Steen & Hamilton LLP, where

he was a Partner and Chair of the Diversity Committee. He earned his A.B from Brown University and a Juris Doctor from

Harvard Law School.

Executive Officers

2024 Proxy Statement 37

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis provides a detailed description of the compensation of our Named

Executive Officers (“NEOs”) for 2023. The titles below for our NEOs represent positions as of December 31, 2023, unless

otherwise noted.


Named Executive Officer	Title
Juan C. Andrade	CEO
Mark Kociancic	Executive Vice President and Chief Financial Officer
Jim Williamson	Executive Vice President and Chief Operating Officer
Mike Karmilowicz*	Executive Vice President and Chairman, Everest Global Insurance
Gail Van Beveren	Executive Vice President and Chief Human Resources Officer
*Mr. Karmilowicz became Executive Vice President and Chairman of Everest Global Insurance effective 3/25/2024.

Executive Summary

The Company’s executive compensation program is intended to align the interests of our executive officers with those of

our shareholders. We stress merit-based performance awards, and we structure overall compensation to provide

appropriate incentives to executives to optimize net earnings and increase book value per share. For 2023, Named

Executive Officers received annual awards based largely on such value-based financial performance metrics as growth in

book value per share and return on equity.

Our executive compensation program is designed and endorsed by the Compensation Committee. In designing the

Company’s executive compensation program, the Compensation Committee endeavors to reflect the core objectives of

(i) attracting and retaining a talented team of executives who will provide creative leadership and ensure success for the

Company in a dynamic and competitive marketplace; (ii) supporting the execution of the Company’s business strategy

and the achievement of long-term financial objectives; (iii) creating long-term shareholder value; and (iv) rewarding

executives in a manner that is market competitive and seeks to incentivize executives to achieve long-term profitable

financial results.

We believe that in 2023 our compensation structure appropriately incentivized the performance of our executive

leadership team in the face of significant global catastrophe activity for a seventh consecutive year. The industry saw an

estimated $120 billion of insured catastrophe losses in 2023, one of the highest catastrophe loss years on record,

including events like Hurricanes Idalia and Otis, wildfires in Hawaii and severe convective storms in Italy.

We provide our clients protection against risk, and accordingly we expect intermittent volatility in our financial results.

Our executive compensation structure is designed to align management’s interest with that of our shareholders by

incentivizing long-term value creation rather than short-term gains through strategies designed to normalize over the

long term the financial impacts of episodic catastrophe volatility. In that regard, as stewards of our shareholders’ capital,

our portfolio management strategies seek to minimize the impact of severe events on our capital. Among other things,

this is accomplished by maintaining a business portfolio diversified by product line and geography and by employing a

tactical approach to managing risk, including but not limited to de-risking our property exposures to reduce volatility

during times of inadequate pricing and utilizing third party capital to leverage opportunity. This is an important

distinction as Everest not only outperforms during periods of benign catastrophe loss activity, but also performs well

during periods of significant catastrophe activity. Thus, despite yet a seventh consecutive year of significant catastrophe

activity, the Company was still able to grow along a series of important metrics.

•Gross written premiums grew to $16.6 billion in 2023 from $14 billion in 2022.

•The Company in 2023 earned $2,776 million in after-tax operating income,4,5 representing a 23.1% after tax

operating return on equity (“ROE”), compared to $1,065 and 10.6%, respectively, in 2022.

•The Company returned $288 million in capital to shareholders during 2023 in the form of quarterly dividends.

Since going public in 1995, the Company has achieved compound annual growth in dividend-adjusted book value per

share of 11%. As shown in the following chart, our returns have outperformed those of the S&P 500 index continuously

since the year 2000, and by 2023 had achieved a level of cumulative returns approximately double that of the S&P 500.

Compensation Discussion and Analysis

2024 Proxy Statement 38

4 The Company uses after-tax operating income (loss), a non-GAAP financial measure, as one way to evaluate its performance. After-tax operating income

(loss) consists of net income (loss) excluding after-tax net gains (losses) on investments, and after-tax net foreign exchange income (expense).

5 Further explanation and a reconciliation of net income (loss) to after-tax operating income (loss) can be found at the back of the Everest Annual Report.

*Including Stock Appreciation & Dividends

Source: Bloomberg as of 12/31/2022

We have always emphasized prudent risk management and technical underwriting as the key tenets for building and

sustaining long-term value for our shareholders. Our compensation structure properly reflects management’s alignment

with our shareholders’ interests, especially during periods of significant macroeconomic dislocations, which have

included a global pandemic, inflationary pressures, interest rate swings and a mortgage market crash accompanied by

volatile equities markets, all in conjunction with episodic, extreme natural catastrophe events.

These results reinforce a strategic vision developed by experience, ingenuity and analytical rigor. While we are always

mindful of the human and economic tolls associated with all forms of natural catastrophe losses, we are in the business of

offering protection against volatility for our clients and customers while endeavoring to create long-term value for our

shareholders, even during periods of extreme catastrophe activity. The fact that we have achieved consistent book value

per share growth over time showcases our ability to manage such volatility over cycles through successful underwriting

and risk management strategies grounded in an innovative culture that values sustainable performance and capital

preservation. This unwavering commitment to long-term value creation for our shareholders is precisely the intention of

our compensation philosophy.

Compensation Discussion and Analysis

2024 Proxy Statement 39

COMPENSATION PRACTICES

Compensation Practices and 2023 Say-On-Pay Vote


Say on Pay
	Everest received a high level of voting approval, 94.17%, for the Say on Pay advisory vote at its 2023 Annual General Meeting. Accordingly, the Committee did not make any significant changes to the structure of the Company’s compensation program.

A primary focus of our Compensation Committee is ensuring that the Company’s executive compensation program

serves the best interests of our shareholders while appropriately rewarding our executive leadership for their

performance and seeks to incentivize executives to achieve long-term profitable financial results.

Our compensation program incorporates numerous compensation best practices that address common shareholder

concerns and advance the Company’s philosophy of long-term shareholder growth. Highlights include:

•No separate change-in-control agreement for the CEO

•CEO and all participants in the CIC Plan are subject to double-trigger provisions

•No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change in control

•Incentive cash bonuses for all Named Executive Officers tied to specific Company financial performance metrics

•For 2023, approximately 41% of Named Executive Officers’ long-term incentive compensation (excluding any

Named Executive Officers no longer employed with the Company) is in the form of performance share units that

can only be earned upon satisfaction of specific Company financial performance metrics over a 3-year period

•Say on Pay Advisory Vote considered by shareholders annually

•Stock ownership and retention guidelines for executive vice presidents and above

•Clawback Policy (“Clawback Policy”) that covers current and former employees, including Named Executive

Officers, providing for forfeiture and repayment of any incentive-based compensation granted or paid to an

individual during the period in which he or she engaged in material willful misconduct, including but not limited

to fraudulent misconduct and, with respect to current and former executive officers, incentive-based

compensation paid as a result of financial information that is subject to an accounting restatement, without

regard to any misconduct.

Compensation Discussion and Analysis

2024 Proxy Statement 40

Alignment of CEO Compensation to Shareholder Return

*Total Stock Return Index is a measure of performance and is calculated as the change in share price plus reinvestment of dividends, assuming an initial

investment of $100.

Source: Nasdaq/Thomson

Compensation Discussion and Analysis

2024 Proxy Statement 41

THE COMPANY’S COMPENSATION PHILOSOPHY AND

OBJECTIVES

The Company’s executive compensation program is designed to attract, motivate and retain highly talented individuals

whose abilities are critical to the ongoing success of the Company. In this regard, the Company’s executive

compensation program utilizes a dual approach. Firstly, the program has a short-term component consisting of a base

salary and a performance-based cash bonus predominantly tied to a Company financial metric. Secondly, the

Compensation Committee rewards long-term performance through discretionary grants of time- and performance-

based equity awards tied to specific financial performance factors designed to closely align the interests of key

executives with the longer-term interests of the Company’s shareholders.

The Compensation Committee is guided by the following principles when making compensation decisions individually

and collectively with respect to our executives:

•Compensation of executive officers is based on the level of job responsibility, contribution to the performance

of the Company, individual performance in light of general economic and industry conditions, teamwork,

resourcefulness and ability to manage our business.

•Compensation awards and levels are intended to be reasonably competitive with compensation paid by

organizations of similar stature to both motivate the Company’s key employees and minimize the potential for

disruptive and costly key employee turnover.

•Compensation is intended to align the interests of the executive officers with those of the Company’s

shareholders by basing a significant part of total compensation on our executives’ contributions over time to the

generation of shareholder value.

The Compensation Committee’s philosophy is to encourage management to act in the best interests of the Company

and our shareholders even when such actions may temporarily reduce short-term profitability. Examples of those types

of actions include the following:

•investments in our business in the form of human capital and intellectual resources;

•reserving methodologies and reserve positions;

•diversification of risk within our insurance and reinsurance portfolios;

•capital management strategies;

•long-term strategic growth initiatives; and

•creativity in the development of new products.

The components and key features of our executive compensation program are set forth in the following chart:

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 42

Components of the Company’s Compensation Program


	Short Term	Compensation Component*	Description	Key Features
			Fixed component of compensation intended to attract and retain top talent	Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance
At-Risk Pay			Performancegoals established at the beginning of each fiscal year that support long-term growth and operational efficiencies Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors	For 2023, the maximum potential cash bonus was tied to the Company Adjusted ROE; final awards also consider achievement of individual goals All applicable Named Executive Officers (“NEOs”), other than Ms. Van Beveren, were selected as participants in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2023 with the maximum bonus potential available for award to any participant in the Executive Incentive Plan not to exceed $3.5 million. Ms. Van Beveren participated in the Company’s Annual Incentive Plan for 2023. The total bonus determination for an Executive Incentive Plan participant in 2023 is arrived at by applying two independent components (1) Company financial performance criteria (60% weighting) and (2) individual performance criteria (40% weighting) as set forth further described below No guaranteed minimum award
	Long Term	Long-Term Incentive Awards	At-risk, long-term, equity-based compensation to encourage multi- year performance and retention
			Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders	Tied to the rate of annual operating ROE and annual TSR against target, as well as TSR relative to our peer group over a three-year period Payouts range from 0% of target payout to 175% of target payout, depending on performance after 3 years
			Intended to motivate long-term performance and value creation, align our NEOs’ interests with shareholders’ interests and promote retention	For awards granted prior to 2024, vests at the rate of 20% per year after the grant date. For awards granted in 2024 and afterwards, vests at the rate of 33-1/3% per year after the grant date.

*Percentages may not sum to 100% due to rounding.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 43

Base Salary

CEO

Other NEOs

12%

22%

Annual Incentive Bonus

CEO

Other NEOs

31%

34%

Performance Shares

CEO

Other NEOs

29%

15%

Time-Vested Restricted Shares

CEO

Other NEOs

29%

30%

The Compensation Committee meets each February to review and approve compensation for each Named Executive

Officer, including any adjustments to base salary, bonus awards and equity grants in consideration of the officer’s prior

fiscal year’s performance as well as performance over time. In addition, from time to time, the Compensation Committee

may make separate salary adjustments to Named Executive Officers during the year to recognize mid-year promotions,

changes in job functions and responsibilities, or other circumstances.

As shown in the charts below, the Compensation Committee manages the pay mix for our executive officers such that a

substantial portion is “at risk” compensation to better align the interests of our Named Executive Officers with those of

the Company’s shareholders. The average of all Named Executive Officers’ at-risk compensation was approximately 79%

of their aggregate total compensation.6 The amounts above and in the chart below do not include the amounts set forth

in the columns labeled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other

Compensation” in the Summary Compensation Table.

In addition, all employees, including executive officers, received other compensation in the form of benefits. Such other

compensation included Company-paid term life insurance, partially subsidized medical and dental plans, Company-paid

disability insurance and participation in a Company-sponsored 401(k) employee savings plan. Certain executives also

participated in a Supplemental Savings Plan whose purpose is principally to restore benefits that would otherwise have

been limited by U.S. benefit plan rules applicable to the 401(k) employee savings plan.

*Percentages may not sum to 100% due to rounding.

The Role of Peer Companies and Benchmarking

The Compensation Committee identified a peer group comprised of companies in our industry for purposes of

benchmarking and evaluating the competitiveness of our pay levels and compensation packages for our Named

Executive Officers. In determining the final composition of the peer group, the Compensation Committee selected

publicly traded insurers and reinsurers that directly compete with the Company for business and talent. Changes in the

composition of the Company’s peer group have been primarily due to consolidations of several peer group companies

into other organizations (including some peer group companies) in recent years. The Compensation Committee reviews

both compensation and performance at peer companies as a benchmark when setting compensation levels that it

believes are commensurate with the Company’s performance. Although the Committee did not set compensation

components to meet specific benchmarks, it did utilize the peer group compensation data in determining appropriate

incentive compensation amounts relative to individual and Company performance awarded to our Named Executive

Officers for fiscal year 2023. Further, the Committee utilized such peer group metrics in setting Named Executive Officer

targets for fiscal year 2023.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 44

6 This figure does not include the compensation of Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of the Company, due

to his departure from the Company in July 2023. The pie charts above in the Components of Executive Compensation table, as well as the “At Risk”

compensation graphs, also do not include the compensation of Mr. Mukherjee for the same reason. See the Summary Compensation Table on page 61 for

the compensation paid to or earned by Mr. Mukherjee for 2023.


The Committee considered one or more of the following factors in identifying each of the peer group companies:
Companies that have a similar business or industry	Companies that have a mix of property and casualty (P&C), reinsurance and multi-line insurance.
	Companies that include Everest in their peer group.
	Companies with a global strategy and footprint.
Companies that we compete with	Companies with which we compete for business or talent in the market.
Company size	Companies based on their revenue and asset size.
Companies subject to pay disclosures	Availability of publicly available financial reporting and proxy data.

For 2023, the Committee selected the following companies to serve as our pay level peer group:


AIG	Cincinnati Financial	Markel
Arch Capital	CNA Financial	Renaissance Re
Axis Capital	Hanover Insurance	W.R. Berkley
Chubb	Hartford Financial

Base Salary and Bonus Determinations

The base salaries for our Named Executive Officers are determined by the Compensation Committee, established upon

hire or assignment date and reconsidered annually or as responsibilities change. In setting an executive’s initial base

salary, the Compensation Committee considers the executive’s abilities, qualifications, accomplishments and prior

experience. The Compensation Committee also considers base salaries of similarly situated executive officers in its

identified peer companies when assessing competitive conditions in the industry. Subsequent adjustments to the

executive’s base salary in the form of annual raises or upon renewal of an employment agreement take into account the

executive’s prior performance, the financial performance of the Company and the executive’s contribution to the

Company’s performance over time, as well as competitive conditions in the industry.


Executive*	2022 Salary	2023 Salary	Percentage Change
Juan C. Andrade	$1,250,000	$1,250,000	—%
Mark Kociancic	$875,000	$900,000	2.9%
Jim Williamson	$800,000	$840,000	5.0%
Mike Karmilowicz	$775,000	$800,000	3.2%
Gail Van Beveren	$450,000	$468,000	4.0%
*Does not include Mr. Mukherjee, whose employment with the company ended in July 2023.

Incentive Based Bonus Plans

In connection with fiscal year 2023 performance, the Company awarded annual performance-based cash bonuses to the

applicable Named Executive Officers pursuant to the Executive Performance Annual Incentive Plan or, for Ms. Van

Beveren, the Company’s Annual Incentive Plan.

Executive Performance Annual Incentive Plan

The Compensation Committee identifies the executive officers eligible to participate in the Executive Incentive Plan. In

addition to other criteria, the Executive Incentive Plan provides that the total amount of awards granted to all participants

in any one year may not exceed 10% of the Company’s average annual income before taxes for the preceding five years.

Ms. Van Beveren participates in the Company’s Annual Incentive Plan. Pursuant to the terms of the Annual Incentive Plan,

bonuses are awarded based on the achievement of both Company performance and individual goals. Ms. Van

Beveren’s performance goals for 2023 included: (i) providing global Human Resources support for international

expansion efforts; (ii) developing culture and colleague behavioral standards and facilitating roundtable discussions; and

(iii) offering greater career development programs and opportunities for all Everest colleagues. Ms. Van Beveren’s bonus

was calculated taking into account the Company’s achievement of an Operating ROE of over 23% for the full year 2023

(representing industry-leading results), the overall bonus funding applicable to the Shared Services segment, her

established bonus target and 2023 performance.

Pursuant to the terms of the Executive Incentive Plan, within 90 days after the beginning of the fiscal year, the

Compensation Committee selects those executive officers of the Company and its subsidiaries who will participate in the

Executive Incentive Plan for that year. The Compensation Committee sets maximum potential bonus amounts for each

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 45

participant based on achievement of specific performance criteria, chosen from among the performance criteria set forth

in the Executive Incentive Plan, that most closely align Company financial performance to long-term shareholder value

creation. The Compensation Committee may exercise discretion and award an amount that is less than the potential

maximum amount to reflect actual corporate, business unit and individual performance. The Executive Incentive Plan

provides for a bonus cap for Mr. Andrade and any participant in the Executive Incentive Plan cannot exceed $3.5 million.

For Messrs. Kociancic, Williamson, and Karmilowicz, their maximum is further limited to 200% of their respective base

salaries, subject to the foregoing $3.5 million cap.

In addition, and subject to the foregoing maximums, the Compensation Committee determined the total bonus for

Messrs. Andrade, Kociancic, Williamson, and Karmilowicz in 2023 by two independent performance criteria: (1)

Company financial performance (60% weighting) and (2) individual performance (40% weighting). For Messrs. Andrade,

Kociancic, Williamson, and Karmilowicz, the Compensation Committee established full-year operating plan ROE targets

for the Company as the financial performance criteria to be applied in connection with a portion of their bonus

compensation. Further, for Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, the Compensation Committee

considers 60% of the potential maximum bonus eligible to be earned based on tiered Company Adjusted Operating

ROE7 results above and below the set operating plan ROE target. In determining that only the above percentages of the

maximum bonus should be tied to achievement of these additional financial performance metrics, the Committee

desired to preserve financial metrics as being the predominant determinant of whether a participant should receive the

maximum bonus potential.

The Compensation Committee separately considers the remaining 40% of the potential maximum bonus eligible to be

earned by each participant based upon successful achievement of individual, generally non-financial, goals established

for such participant. Consideration of individual performance is done to acknowledge that the property and casualty

(re)insurance business is a risk-based endeavor where a company’s financial results in any one financial year may be

impacted by exogenous factors beyond employees’ control, such as an unexpectedly severe hurricane season or other

natural peril catastrophe activity. Implicit in such a determination is the recognition that our financial success over the

long term is not dependent on any one financial year’s results.

Individual goals in any given year include, but are not limited to, factors that may be applicable to each NEO, such as

demonstrated leadership, ESG and diversity, business year highlights, risk management and loss mitigation protection

practices, strategic goal setting, performance against annual operating plan, capital management, strategic expansion

initiatives and growing Everest’s investor base. Finally, the 40% qualitative element also allows the Compensation

Committee broad discretion to consider market performance measures, such as TSR, as part of executive performance

without setting a specific performance target.

This balanced approach allows the Company to remain competitive and foster retention of highly performing Named

Executive Officers. Further, the Committee is not bound to any minimum bonus amount and retains discretion to scale

the payments below the potential maximum bonus and to award no cash bonus to any Named Executive Officer. The

Compensation Committee in February 2023 selected Messrs. Andrade, Kociancic, Williamson, and Karmilowicz to

participate in the Executive Incentive Plan for fiscal year 2023, which tied their maximum potential bonus awards to the

performance criteria as described in more detail below.8 Ms. Van Beveren’s annual incentive award for 2023 was

determined under the terms of the Company’s Annual Incentive Plan, based on both Company performance and

individual goals.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 46

7 Adjusted Operating ROE adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual

operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year.

8 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the

Company in July 2023. Mr. Mukherjee’s 2023 compensation is nonetheless being disclosed in other relevant portions of this Proxy Statement, including the

“Summary Compensation Table,” pursuant to Item 402(a)(3)(iv) of Regulation S-K, because Mr. Mukherjee’s compensation would have been disclosed as a

Named Executive Officer had Mr. Mukherjee still been employed by the Company at the end of 2023.


2023 Incentive-based Bonus Targets and Awards9
Named Executive Officer	Target Incentive Bonus (% Base Salary)	Target Incentive Bonus	Plan Maximum Incentive Bonus	Actual Bonus Award
Juan C. Andrade CEO	220%	$2,750,000	$3,500,000	$3,250,000
Mark Kociancic Executive Vice President and Chief Financial Officer	130%	$1,170,000	$1,800,000	$1,556,200
Jim Williamson Executive Vice President and Chief Operating Officer	130%	$1,092,000	$1,680,000	$1,452,500
Mike Karmilowicz Chairman, Everest Global Insurance	130%	$1,040,000	$1,600,000	$1,145,000
Gail Van Beveren Executive Vice President and Chief Human Resources Officer	100%	$468,000	$—	$550,000
TOTAL		$6,520,000	$8,580,000	$7,953,700

Beginning in 2024, on a go-forward basis, the target incentive bonuses in the Executive Incentive Plan will increase to

140% for Messrs. Kociancic, Williamson and Karmilowicz.

Long-Term Compensation Determinations

The second component of the Company’s executive compensation plan is premised on a strategic view of

compensation. This long-term compensation component is achieved through the 2020 Stock Incentive Plan. Awards

under the 2020 Stock Incentive Plan are generally intended to reinforce management’s long-term emphasis on corporate

performance, provide an incentive for key executives to remain with the Company for the long term and provide a strong

incentive for employees to work to increase shareholder value by aligning employees’ interests with those of the

shareholders.

Equity awards may take the form of stock options, share appreciation rights, restricted shares or performance share units.

Restricted shares are awarded on the day that they are granted by the Compensation Committee and valued as of the

grant date. The Company determines fair market value by averaging the high and low market price on the grant date.

Equity awards granted to the NEOs in 2023, 2022 and 2021, in each case, were in the form of restricted shares and

performance share units.

With respect to the equity award process, the CEO makes recommendations to the Compensation Committee for each

eligible executive officer, and the proposed awards are discussed with and reviewed by the Compensation Committee.

While the Compensation Committee takes into account management’s input on award recommendations, all final

determinations are in the subjective judgment and discretion of the Compensation Committee. In determining the final

award amounts, the Compensation Committee reviews each recipient’s demonstrated past and expected future

individual performance, his/her contribution to the financial performance of the Company over time, the recipient’s level

of responsibility within the Company, his/her ability to affect shareholder value and the value of past share awards.

Finally, the Compensation Committee also considers the value of equity awards granted to similarly situated executive

officers by our pay level peer group to ensure a competitively attractive overall compensation package.

Equity grants have historically been made at the Compensation Committee’s February meeting. There is no plan or

practice to grant equity awards in coordination with the release of material non-public information.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 47

9 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the

Company in July 2023. See the Summary Compensation Table on page 61 for the compensation paid to or earned by Mr. Mukherjee for 2023.


2023 Stock Targets and Awards10
Named Executive Officer	Stock Target (% Base Salary)		Time-Vested Equity Actual Award	Performance-Based Equity Actual Award
Juan C. Andrade CEO	360%	*	$3,000,000	$3,000,000
Mark Kociancic Executive Vice President and Chief Financial Officer	170%		$1,370,000	$675,000
Jim Williamson Executive Vice President and Chief Operating Officer	150%		$1,340,000	$660,000
Mike Karmilowicz Chairman, Everest Global Insurance	150%		$938,000	$462,000
Gail Van Beveren	130%		$535,000	$265,000
Executive Vice President and Chief Human Resources Officer
TOTAL			$7,183,000	$5,062,000

*Beginning in 2024, the Long-Term Incentive target for Mr. Andrade is 500%, for Mr. Kociancic $1,950,000, for Mr. Williamson $1,950,000 and for Mr.

Karmilowicz 160%.

Time-Vested Share Awards

We believe that restricted shares encourage employee retention and reward employees consistent with long-term

shareholder value creation. Restricted share awards granted prior to 2024 vest over a five-year period at the rate of 20%

per year for the Named Executive Officers and are generally forfeited if the recipient leaves the Company before vesting.

Commencing with 2024, grants of restricted share awards will vest in equal installments over a three-year period.

Performance Share Units

The Compensation Committee grants annual performance-based equity awards to Named Executive Officers in the form

of Performance Share Units (“PSU”) that can be earned only upon the achievement of certain Company financial metrics

measured over three one-year performance periods based on annual goals and on goals measured over the three-year

performance period. At fiscal year-end 2023, we completed the third and final year of the PSU performance period for

our 2021 awards, the second year of the PSU performance period for our 2022 awards and the first year of the PSU

performance period for our 2023 awards. For the 2021, 2022 and 2023 PSU, the performance periods were January 1,

2021 through December 31, 2023, January 1, 2022 through December 31, 2024 and January 1, 2023 through

December 31, 2025, respectively.

Each PSU gives the participant the right to receive up to 1.75 shares upon settlement at the end of the three-year

performance period based upon satisfaction of certain financial performance targets. For the 2021 PSU, for which

performance was completed in 2023, the shares represented by the PSU are earned only upon the satisfactory

achievement of three metrics: cumulative Book Value Per Share (“BVPS”) growth measured against peers over a three-

year period, annual Operating Return on Equity (“Operating ROE”) and annual BVPS growth, each measured against

targets set by the Compensation Committee. The Compensation Committee elected to use BVPS as one of the financial

metrics for the PSU because this metric correlates with long-term shareholder value. BVPS is defined as the tangible

book value of a share as determined under GAAP and adjusted for dividends paid to shareholders during the

performance period. For purposes of calculating the third metric for the 2021 PSU, annual BVPS growth measured

against targets set by the Compensation Committee, BVPS is calculated in the same manner, except excluding any

adjustment for dividends paid to shareholders. For the 2022 and 2023 PSU, the Compensation Committee elected to

use Total Shareholder Return for the measure relative to peers for performance period 2022-2024 and 2023–2025

instead of change in BVPS.

Operating ROE, for purposes of PSU awards, is defined as operating income divided by average adjusted shareholders’

equity. In setting the target metric for the 2023 performance year, operating income equals the Company’s net income/

(loss), excluding after-tax net gains/(losses) on investments and net foreign exchange income (loss). Average adjusted

shareholders’ equity equals the average of beginning-of-period and end-of-period shareholders’ equity, excluding the

after-tax net unrealized appreciation/(depreciation) on fixed maturity, available for sale investments recorded in

accumulated other comprehensive income. The Compensation Committee selected Operating ROE as one of the

financial metrics for the PSU because this metric correlates closely with shareholder value over both intermediate and

longer-term periods and is a widely-used financial metric in the insurance and reinsurance industry for assessing

company performance. The tables below set forth the 2021, 2022 and 2023 PSU Target Awards for each NEO and

performance measures.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 48

10 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table due to his departure from the

Company in July 2023. See the Summary Compensation Table on page 61 for the compensation paid to or earned by Mr. Mukherjee for 2023.


Target Awards for Named Executive Officers
Performance Year	Juan C. Andrade	Mark Kociancic	Jim Williamson	Mike Karmilowicz	Gail Van Beveren	Sanjoy Mukherjee
2021 PSU	8,260	2,045	1,435	1,355	800	1,610
2022 PSU	7,050	1,755	1,410	1,340	705	1,360
2023 PSU	6,215	1,335	1,100	1,050	530	1,020


2021 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	50.0%	2021	11.1%	<4.1%	4.1%	11.1%	>=16.1%
		2022	12.4%	<5.4%	5.4%	12.4%	>=17.4%
		2023	13.5% - 14.5%	<6.0%	6.0%	13.5% – 14.5%	>=20.0%
				Award Multiplier
	Weight	Performance Year	Target Growth	0%	25%	100%	175%
Growth in BVPS	25.0%	2021	8%	<3.0%	3%	8%	>=13.0%
		2022	10.5%	<5.5%	5.5%	10.5%	>=15.5%
		2023	10%	<5.0%	5.0%	10%	>=15%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr Relative Change in Tangible BVPS to Peers	25.0%	2021–2023	Median	<26th %tile	26th %tile	Median	>=75th %tile


2022 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	50.0%	2022	12.4%	<5.4%	5.4%	12.4%	>=17.4%
		2023	13.5% - 14.5%	<6.0%	6.0%	13.5% – 14.5%	>=20.0%
				Award Multiplier
	Weight	Performance Year	Target TSR	0%	25%	100%	175%
TSR	25.0%	2022	13.0%	<8.0%	8.0%	13.0%	>=18.0%
		2023	13.5% - 14.5%	<6.0%	6.0%	13.5% -14.5%	>=20.0%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr Relative Change in TSR Compared to Peers	25.0%	2022-2024	Median	<26th %tile	26th %tile	Median	>=75th %tile

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 49


2023 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	50.0%	2023	13.5% - 14.5%	<6.0%	6.0%	13.5% – 14.5%	>=20.0%
				Award Multiplier
	Weight	Performance Year	Target TSR	0%	25%	100%	175%
TSR	25.0%	2023	13.5% - 14.5%	<6.0%	6.0%	13.5% – 14.5%	>=20.0%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr TSR Compared to Peers	25.0%	2023-2025	Median	<25th %tile	25th %tile	Median	>=75th %tile

As displayed above, the portions of the 2021, 2022 and 2023 PSU grants that are subject to the Operating ROE financial

metric (50% for the 2021, 2022 and 2023 PSU) are eligible to be earned annually in one-third tranches over the three-

year performance period based upon target Operating ROE figures determined by the Committee annually. In setting

the 2023 Operating ROE target, the Committee considered the Company’s 2023 operating business plan reflecting

management’s view of market conditions, modeled expected results, business mix and product diversification and the

continued global economic uncertainty relating to the Pandemic.

The Committee further noted that the 13.5%-14.5% target Operating ROE for 2023 represented an increase over the

prior year’s result of 10.6%. In recent years, the Compensation Committee has generally set higher Operating ROE

targets compared to the previous year’s actual Operating ROE results11 in order to continue to set a high level of

achievement for executive management, as demonstrated in the following table:


Year	Target ROE (%)	Actual ROE (%)
2017	10	4.6
2018	11	2.3
2019	12.2	10.3
2020	11.1	8.4
2021	11.1	12.2
2022	12.4	10.6
2023	13.5 - 14.5	18.7*

*This figure excludes the deferred tax benefit of approximately $578 million in regards to the enacted Bermuda Corporate Income Tax Act of 2023.

For the 2023 annual performance period, the Committee set a target Operating ROE of 13.5%-14.5%, with one-third of

the applicable Named Executive Officers’ 2021 PSU eligible to be earned under the operating ROE metric as measured

by the Company’s full-year performance from January 1, 2023 through December 31, 2023. Earn-outs between the

performance levels are determined by straight-line interpolation.

The tables below set forth the amount of 2021 PSU eligible to be earned to date by each applicable NEO based upon

Operating ROE. The earn-out reflects the percentage of the total target award that can be earned in any one

performance period, which is one-third of 50% (i.e., 16.7%) of the NEO’s total PSU target award for the 2021, 2022 and

2023 PSU. The number of shares actually earned is calculated by applying the target award multiplier based upon the

Company’s full year performance:

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 50

11 No COVID-19 related adjustments to Actual Operating ROE were made for the 2021, 2022 and 2023 years.

2021 PSU ROE Grant


Operating ROE					Juan C. Andrade	Mark Kociancic	Jim Williamson	Mike Karmilowicz	Gail Van Beveren	Sanjoy Mukherjee

					Target Award

					8,260	2,045	1,435	1,355	800	1,610
	Target	Actual	Earn Out %	Target Multiplier	Earned PSU
2021 Period	11.1%	12.2%	16.7%	116.5%	1,604	398	279	264	156	313
2022 Period	12.4%	10.6%	16.7%	80.7%	1,111	275	193	183	108	217
2023 Period	13.5% - 14.5%	18.7%	16.7%	157.3%	2,165	536	376	356	210	422

All earned shares resulting from achievement of the metrics herein are delivered to the participant upon the Committee’s

confirmation of the final earned amounts at the end of the 2021 PSU respective three-year performance periods.

2021 PSU BVPS Growth Against Target Grant

For the 2021 PSU grant, for which performance was completed in 2023, the Compensation Committee used growth in

BVPS measured against targets selected by the Compensation Committee as a metric. The growth in BVPS award metrics

determined by the Committee in February 2024 are as follows:


2021 Growth in BVPS Award					Juan Andrade	Mark Kociancic	Jim Williamson	Mike Karmilowicz	Gail Van Beveren	Sanjoy Mukherjee

					Target Award

					8,260	2,045	1,435	1,355	800	1,610
	Target	Actual	Earn Out %	Award Multiplier	Earned PSU
2021 Period	8%	12%	8.3%	160%	1,102	273	192	181	107	215
2022 Period	10.5%	2.8%	8.3%	0%	0	0	0	0	0	0
2023 Period	10%	18.7%	8.3%	175%	1,205	299	210	198	117	235

2021-23 PSU BVPS Growth Against Peers Grant

The PSU eligible to be earned based on the BVPS growth are benchmarked against the relative BVPS growth of a

selected peer group, as measured cumulatively from January 1, 2021 through December 31, 2023 for the 2021 PSU. For

the 2021 PSU awards, the Committee determined that the following companies would serve as the peer group for

purposes of determining the BVPS growth achievement:


Alleghany	Cincinnati Financial	Markel
Arch Capital	Fairfax	Renaissance Re
Axis Capital	Hanover Insurance	W.R. Berkley
Chubb	Hartford Financial

Companies that are no longer listed on a public exchange (e.g., due to acquisition or merger) during a measurement

period are omitted from the cumulative relative BVPS growth benchmarking for the entire related measurement periods.

Earn-outs between target levels for PSU subject to the BVPS growth metric are also determined by straight-line

interpolation and will be certified by the Committee for eligibility at the end of the 2021 PSU three-year performance

periods (with respect to the 2021 PSU, the end date will be March 15, 2024).

For the 2021 PSU, the BVPS growth metrics determined by the Committee in February 2024 are as follows:

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 51


2021 PSU Growth in BVPS against Peers			Juan Andrade	Mark Kociancic	Jim Williamson	Mike Karmilowicz	Gail Van Beveren	Sanjoy Mukherjee

			Target Award

			8,260	2,045	1,435	1,355	800	1,610
	Weight	Award Multiplier	Earned PSU
2021-2023 Period	25.0%	100%	2,065	512	359	339	200	403

As a result, the total 2021 PSU earned, taking into account satisfactory achievement of the three financial performance

metrics is as follows:


	Juan Andrade	Mark Kociancic	Jim Williamson	Mike Karmilowicz	Gail Van Beveren	Sanjoy Mukherjee
2021 PSU Target Award	8,260	2,045	1,435	1,355	800	1,610
Total 2021-2023 Operating ROE PSU Earned	4,880	1,209	848	803	474	952
Total 2021-2023 BVPS PSU Earned	2,307	572	402	379	224	450
Total Relative BVPS PSU Earned	2,065	512	359	339	200	403
Total PSU Earned	9,252	2,293	1,609	1,521	898	1,805

PSU shares not earned because of failure to achieve the set metrics are forfeited. All earned shares resulting from

achievement of the metrics are delivered to the participant upon confirmation by the Committee of the final earned

amounts at the end of the PSU three-year performance period.

Named Executive Officer Compensation

The final amounts and factors considered by the Compensation Committee in making its decisions with regard to the

2023 performance year for each Named Executive Officer are described more fully below.

Company Financial Performance Assessment

The Compensation Committee assesses the financial performance of the Company in the context of the business

environment in which it operates, the performance of competitors with reasonably comparable operations and

management’s operating business plan for the period under review. The Compensation Committee also considers

management’s decisions and strategies deployed in positioning the Company for future growth and profitability. Our

compensation program is designed to reward executive officers for developing and achieving a business strategy that

emphasizes creation of longer-term shareholder value.

The Compensation Committee attaches significant importance to our executives’ ability to generate shareholder value

over time by achieving an attractive increase in dividend-adjusted book value per common share and in the achievement

of returns that provide an attractive compound growth rate in shareholder return. Through fiscal year 2023, the

Company has generated compound annual growth rate of 11% per year since going public in 1995 and achieved total

return over the same period equal to 1,307 points more than the analogous return achieved by the S&P 500 index as a whole.

This attractive long-term performance has been achieved during a period of significant natural catastrophe activity, a

protracted period of very low interest rates and repeated periods of soft market conditions.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 52

Financial Performance Measures Linking CEO and NEO Compensation to Company Performance in 2023

When analyzing the performance and considering the overall compensation of our Named Executive Officers, the

Compensation Committee reviews the Company’s operational, strategic and financial performance over the short and

the long term. As noted above, in linking executive pay to Company performance, the Compensation Committee

selected the key Company financial performance metrics of Operating ROE and Total Shareholder Return in the

incentive cash bonus and performance share awards pursuant to the Executive Incentive Plan and Performance Share

Units, respectively. In addition to these key financial performance indicators, the Compensation Committee also

identified additional financial metrics as most important in linking executive pay to Company performance. These

additional financial indicators are not necessarily tied to any one specific short-term financial target, but rather serve to

incentivize management to focus on long-term value creation.

For 2023, the Compensation Committee identified the Adjusted Operating ROE, Combined Ratio, Total Shareholder

Return (as defined at Everest’s Investor Day), and and Gross Written Premium Annual Growth Rate as the most important

financial measures linking PEO and NEO compensation to Company performance. The importance of these financial

performance indicators to our shareholders is reflected in their incorporation as the baseline targets for the Company’s

2023 Investor Day presentation and three- year strategic plan. Management’s ability to meet these Investor Day

performance targets were factored into the determination of the overall short-term incentive-based compensation

awarded to the CEO and other NEOs.

In 2023, despite another consecutive year of significant global catastrophe activity, Everest delivered strong results in

line with our strategic plan and continuing focus on prudent risk management, disciplined underwriting and profitable

growth. The Compensation Committee took subjective note of executive management’s role in delivering results in 2023

in a context of challenging market dynamics.


Gross Written Premium $16.6 billion	Gross Written Premium Growth 19.2%	Combined Ratio 90.9% Attritional Combined Ratio 87.6%*

Net Income $2.5 billion Net Operating Income $2.8 billion	Total Shareholder Return 26.5%	After Tax Operating Income ROE 23.1%

*The attritional combined ratio for the year ended December 31, 2023 included approximately $94 million of profit commission related to loss reserve

releases. Excluding this profit commission, the Group's attritional combined ratio would have been 86.9%.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 53

Investor Day Financial Targets

At Everest’s 2021 Investor Day, Everest set ambitious financial targets for its three-year (2021–2023) strategic plan,

including the metrics below. In determining executive compensation for 2023, the Compensation Committee took note

of executive management’s significant progress toward the Investor Day targets.


Key Financial Target	Results Against Target
2023 Total Shareholder Return (“TSR”) greater than 13%	Everest achieved TSR of 26.5% for 2023 despite significant global catastrophe activity and challenging macroeconomic conditions of inflation and public equities market volatility.
10 to 15% gross written premium Compound Annual Growth Rate (“CAGR”) from 2021 through 2023, with the Reinsurance Division contributing 8 to 12% CAGR for that time-period and the Insurance Division contributing 18 to 22% CAGR	In 2023, Everest achieved 19.2% overall gross written premium year over year growth from 2022. The Reinsurance Division achieved 23.9% premium growth in 2023, while the Insurance Division achieved 10.0% premium growth.
Low 90s combined ratio by 2023	In 2023, Everest achieved a combined ratio of 90.9% and an attritional combined ratio of 87.6%. The Reinsurance Division delivered a 86.4% combined ratio and an attritional combined ratio of 86.1%. The Insurance Division delivered a 103% combined ratio and an attritional combined ratio of 91.7%.*

*The attritional combined ratio for the year ended December 31, 2023 included approximately $94 million of profit commission related to loss reserve

releases. Excluding this profit commission, the Group's attritional combined ratio would have been 86.9% and the Reinsurance Segment’s attritional

combined ratio would have been 85.1%.

Individual Performance Assessment Factors

In evaluating individual performance, the Compensation Committee qualitatively considers the following individual

factors:

•each executive officer’s individual performance in his/her area of responsibility;

•individual effort in achieving company goals;

•effectiveness in fostering and working with a team-oriented approach;

•creativity, demonstrated leadership traits and future potential;

•level of experience; and

•total compensation relative to the executive’s internal peers.

No single individual performance factor is given materially more weight than another, although all are considered in the

context of an executive’s overall performance. Rather, these factors are representative of the qualities that we believe

make an effective executive.

Summary of Direct Compensation Awarded in 2023

The cash and equity compensation components for each Named Executive Officer relating to fiscal year 2023

performance are highlighted in the table below. This table is provided to assist shareholders in understanding better the

Compensation Committee’s specific decisions on individual performance-based compensation relating to fiscal year

2023, exclusive of any benefits or pension- or retirement-related deferred compensation that is not performance related.

This table differs from the SEC disclosure rules reflected in the “Summary Compensation Table” primarily in that it

includes equity awards granted at the Board’s February 2024 meeting.12

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 54

12 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this table because he did not receive any

incentive cash bonus for 2023 or any awards at the Board’s 2024 February meeting due to his departure from the Company in July 2023. Mr. Mukherjee’s

annual base salary for 2023 was $650,000.


Name	Title/Business Unit	Annual Base Salary	Incentive Cash Bonus	Time-Vested Equity Award	Performance- Based Equity Award	Total Direct Compensation
Juan C. Andrade	President and CEO	$1,250,000	$3,250,000	$3,000,000	$3,000,000	$10,500,000
Mark Kociancic	Executive Vice President and Chief Financial Officer	$900,000	$1,556,200	$1,370,000	$675,000	$4,501,200
Jim Williamson	Executive Vice President and Chief Operating Officer	$840,000	$1,452,500	$1,340,000	$660,000	$4,292,500
Mike Karmilowicz	Chairman, Everest Global Insurance	$800,000	$1,145,000	$938,000	$462,000	$3,345,000
Gail Van Beveren	Executive Vice President and Chief Human Resources Officer	$468,000	$550,000	$535,000	$265,000	$1,818,000

Incentive Cash Bonus

At its February 2023 meeting, Messrs. Andrade, Kociancic, Williamson and Karmilowicz were selected by the

Compensation Committee to participate in the Executive Incentive Plan for fiscal year 2023. For 2023, Ms. Van Beveren

participated in the Company’s Annual Incentive Plan. Under the Executive Incentive Plan, total bonus determination for a

participant is arrived at by application of two independent components: (1) Company financial performance criteria and

(2) individual performance criteria. For bonus calculation purposes, these components are weighted 60% Company

financial performance criteria and 40% individual performance criteria.

For 2023, the Compensation Committee adopted the 2023 operating plan ROE as the target financial performance

metric. Although several shareholders indicated a preference for multiple financial metrics to measure performance, the

Compensation Committee believes that for (re)insurance companies such as Everest, whose ultimate success in value

creation and sustainability derive from disciplined underwriting, prudent risk management and careful exposure analysis

in maximizing capital efficiency, Operating ROE is the key performance indicator that ties each of these value

components together. Even as a single measurement metric, Operating ROE provides a holistic measurement of

operating performance because Operating ROE encompasses the results of key individual performance indicators

including growth strategy, revenue, loss ratio, expense management and combined ratio. Further, it removes any short-

term incentive for management to maximize any one particular metric in a given year.

In setting the Operating ROE financial performance criteria for the non-equity incentive compensation, the

Compensation Committee determined that the targets were fair yet demanding in consideration of:

•the 2023 operating plan,

•the average operating return on equity achieved over several market cycles,

•the average operating return on equity among the companies in the selected peer group, and

•the fact that the Company operates in an increasingly competitive and challenging market cycle.

In measuring the NEOs’ performance against the target operating plan ROE, the Compensation Committee calculates an

Adjusted Operating ROE. For purposes of this calculation, the Committee employs a formulaic adjustment to actual

GAAP Operating ROE to more accurately reflect a normalized catastrophe risk management measure over time and

evaluate the executive team’s risk mitigation strategies. The formula adjusts actual Operating ROE by treating

catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in the annual operating plan for the current

fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. Our annual operating plan assumes a

“normalized” level of natural catastrophe losses as derived from a 10,000-year simulation of potential modeled events,

updated to quantify the growing impact of human activity on climate risk and the increased exposure factors associated

with expected increased loss severity and frequency from extreme climate events. Such a “normalized” catastrophe loss

level translates to a net after-tax Operating ROE that can range widely from a low-single-digit to mid-teens percentage

return for a given year based on competitive market factors such as interest rate changes, business mix, market capacity

and the impact of alternative capital. Utilizing an adjusted catastrophe loss load in any one year will reflect, over the long

term, the performance of the portfolio relative to expected performance and does not overly benefit compensation

during benign years of catastrophe activity nor unduly penalize compensation during years of intense activity. This

method takes account of the inherent volatility of catastrophe events from year to year, and balances it against the

normalizing effect of using an average annualized expected incidence of catastrophes over the long term. Consequently,

over the long-term, the calculation of incentive compensation will reflect the actual performance of the portfolio relative

to its expected performance.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 55

Mr. Andrade’s Annual Cash Incentive Goals and Compensation

Mr. Andrade served as the Company’s President and CEO in 2023, with a base salary of $1,250,000. For fiscal year 2023,

the Compensation Committee established the following separate financial and individual performance-based criteria for

purposes of establishing the bonus award amount for Mr. Andrade under the Executive Incentive Plan.

Financial Performance Goal


Performance Level	Financial Performance Measure (ROE)	Potential Maximum Bonus
Maximum	>=20%	$3.5 million
Target	13.5% - 14.5%	220% of Base Salary
Threshold	6.0%	50% of Base Salary
Below Threshold	<6%	Zero

As described above under the section entitled “Executive Performance Annual Incentive Plan,” the Compensation

Committee considers 60% of Mr. Andrade’s potential maximum bonus to be independently determined based on the

Company Operating ROE results set forth in the table above. After comparing the Company’s fiscal year 2023 results to

the performance measures established for Mr. Andrade, the Compensation Committee concluded, based on the

Adjusted Operating ROE of 18.2%, Mr. Andrade’s maximum potential cash bonus as compared to target was

$1,952,727.


Performance Measure	2023 Plan Operating ROE (Target)	2023 Adjusted Operating ROE	Percentage of Base Salary Maximum Bonus	Resulting Maximum Bonus Potential
Operating ROE	13.5% - 14.5%	18.2%	60%	$1,952,727

The Compensation Committee separately considered the 40% portion of the maximum bonus eligible to be earned

based upon successful achievement of individual goals.


Individual Performance Measure	Maximum Bonus Potential
40% of 280% Base Salary Bonus Maximum	$1,400,000

Mr. Andrade’s total resulting maximum potential cash bonus in consideration of both the financial and individual

performance measures was as follows.


Performance Measure	2023 Plan Operating ROE (Target)	2023 Adjusted Operating ROE	Resulting Maximum Bonus Potential
Operating ROE	13.5% - 14.5%	18.2%	$1,952,727
Individual Performance			$1,400,000
Total Maximum Potential Cash Bonus			$3,352,727

In determining the final bonus and equity award, the Compensation Committee took note of the Company’s strong risk

management and portfolio optimization strategy under Mr. Andrade’s guidance in conjunction with his execution of

responsibilities as CEO. The Committee gave particular consideration to Mr. Andrade’s initiatives to enhance operational

efficiency and technology transformation throughout the Company.

In awarding Mr. Andrade a cash bonus of $3,250,000, restricted share awards valued at $3,000,000 and PSU award

target valued at $3,000,000, the Compensation Committee recognized Mr. Andrade’s exceptional leadership in

overseeing execution of the Company’s long-term core strategy, managing the Company’s potential maximum loss

exposure and protecting our capital base by employing intelligent capital protection measures against unplanned and

outsized natural perils, while deploying a strategic vision emphasizing diversification of our business portfolio. The

Committee further noted Mr. Andrade’s leadership in maintaining an industry-leading expense ratio while continuing to

invest and help expand the Company’s global insurance operations, including establishing new markets in 2023 in Chile,

Singapore and Spain. Such strategies contributed to the Company’s positive financial results in a year dominated by

significant industry catastrophe activity.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 56

Other Named Executive Officers’ Annual Cash Incentive Goals and Compensation13

For fiscal year 2023, the Compensation Committee established the following separate financial and individual

performance-based criteria under the Executive Incentive Plan for purposes of establishing the incentive cash bonus

award amount for Messrs. Kociancic, Williamson, and Karmilowicz.

Performance

Level

Financial

Performance

Measure

(Plan

Operating

ROE)

Potential Maximum Bonus for each NEO

Mark Kociancic

Jim Williamson

Mike Karmilowicz

Maximum

>=20.0%

200%

Base

Salary

$1,800,000

200%

Base

Salary

$1,680,000

200%

Base

Salary

$1,600,000

Target

13.5% - 14.5%

130%Base

Salary

$1,170,000

130%Base

Salary

$1,092,000

130%Base

Salary

$1,040,000

Threshold

6.0%

25% Base

Salary

$225,000

25% Base

Salary

$210,000

25% Base

Salary

$200,000

Below

Threshold

<6%

Zero

The Compensation Committee considers 60% of each NEO’s potential maximum bonus to be independently

determined based on the above tiered Company ROE results. After comparing the Company’s fiscal year 2023 results to

the performance measures established, the Compensation Committee concluded, based on the Adjusted Operating

ROE of 18.2%, that the maximum potential cash bonus for Messrs. Kociancic, Williamson, and Karmilowicz and in

consideration of the financial performance goal was as shown in the table below:


			Mark Kociancic	Jim Williamson	Mike Karmilowicz
Financial Performance Measure (ROE)	2023 Plan Operating ROE (Target)	2023 Adjusted Operating ROE	Resulting Maximum Bonus Potential	Resulting Maximum Bonus Potential	Resulting Maximum Bonus Potential
60.0%	13.5% - 14.5%	18.2%	$956,291	$892,538	$850,036

The Compensation Committee separately considered the 40% portion of the maximum bonus:


Individual Performance Measure	Mark Kociancic	Jim Williamson	Mike Karmilowicz
40% of 200% Base Salary Bonus Maximum	$720,000	$672,000	$640,000

The total resulting maximum cash bonus was as follows:


			Mark Kociancic	Jim Williamson	Mike Karmilowicz
Performance Measure	2023 Plan Operating ROE (Target)	2023 Adjusted Operating ROE	Resulting Maximum Bonus Potential	Resulting Maximum Bonus Potential	Resulting Maximum Bonus Potential
Operating ROE	13.5% - 14.5%	18.2%	$956,291	$892,538	$850,036
Individual			$720,000	$672,000	$640,000
Total Maximum Bonus			$1,676,291	$1,564,538	$1,490,036

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 57

13 Sanjoy Mukherjee, former Executive Vice President, General Counsel and Secretary of Group, is not included in this discussion due to his departure from

the Company in July 2023.

Mr. Kociancic’s Compensation

A key member of the Company’s executive team, Mr. Kociancic served as the Company’s Executive Vice President and

Group Chief Financial Officer with a base salary of $900,000. In awarding Mr. Kociancic a cash bonus of $1,556,200,

restricted share awards valued at $1,370,000 and 2023 PSU award target valued at $675,000, the Compensation

Committee recognized Mr. Kociancic’s leadership in managing the financial functions of the Company, including

financial reporting, investments, accounting, budgeting and tax planning, loss reserving and expense management. Mr.

Kociancic was instrumental in the successful execution of our $1.5Bn equity raise in May 2023, while making substantial

contributions to our strategic planning process and our Investor Day financial commitments.

Mr. Williamson’s Compensation

A key member of the Company’s executive team, Mr. Williamson served as the Company’s Group Chief Operating

Officer and Head of Reinsurance with a base salary of $840,000. In awarding Mr. Williamson a cash bonus of $1,452,500,

restricted share awards valued at $1,340,000 and 2023 PSU award target valued at $660,000, the Compensation

Committee recognized Mr. Williamson’s leadership in serving as Group Chief Operating Officer and simultaneously as

Head of the Everest Reinsurance Division, while profitably growing a balanced and diversified reinsurance portfolio.

Fiscal year 2023 was an exceptional year for our Reinsurance division under his leadership and direction.

Mr. Karmilowicz’s Compensation

A key member of the Everest Insurance executive team since joining the Company in 2015, Mr. Karmilowicz served as the

Company’s Executive Vice President and President and CEO of the Insurance Division in 2023, and became Chairman of

Everest Global Insurance in March 2024, with a base salary of $800,000. In awarding Mr. Karmilowicz a cash bonus of

$1,145,000, restricted share awards valued at $938,000 and 2023 PSU award target valued at $462,000, the

Compensation Committee recognized Mr. Karmilowicz’s leadership in managing U.S. and global lines of business and

overall responsibility for the management of Everest’s global Insurance Division results in 2023. Mr. Karmilowicz also

made substantial contributions to our expansion and people initiatives.

Ms. Van Beveren’s Compensation

A key member of the Company’s executive team, Ms. Van Beveren served as the Company’s Executive Vice President

and Chief Human Resources Officer with a base salary of $468,000. In awarding Ms. Van Beveren a cash bonus of

$550,000, restricted share awards valued at $535,000 and 2023 PSU award target valued at $265,000, the

Compensation Committee recognized Ms. Van Beveren’s leadership in managing the human resources function of the

Company, including enhancing learning and development resources for colleagues, attracting and retaining top talent in

a competitive market, and expanding our range of benefits to serve our diverse global workforce.

Other Forms of Compensation

Apart from the salary, bonus and long-term compensation components discussed above, all employees including

executive officers receive other forms of compensation from the Company. That compensation includes Company-paid

term life insurance, partially subsidized medical and dental plan, Company-paid disability insurance and participation in a

Company-sponsored 401(k) employee savings plan. Certain executives also participate in a Supplemental Savings Plan.

Clawback Policy

The Company has a Clawback Policy covering current and former employees, including NEOs and other Section 16

officers. The Clawback Policy was updated, effective December 1, 2023, to comply with recently enacted SEC rules and

NYSE listing standards. The new rules and standards mandate recoupment of incentive-based compensation from the

Company’s current and former Section 16 officers in the event that the Company issues a restatement of its financial

statements, to the extent such incentive-based compensation received by the Section 16 officer exceeds the amount that

would have been received by that individual based on the restated financial statements. The Clawback Policy also

provides for forfeiture and repayment of any incentive-based compensation (including vested and unvested equity

awards) granted or paid to any individual during the period in which he or she engaged in material willful misconduct,

including but not limited to fraudulent misconduct, in which case the Clawback Policy additionally requires the

repayment and termination of any payments and benefits provided to such individual pursuant to any severance or

similar agreement. A copy of the Clawback Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the

year ending on December 31, 2023.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 58

Anti-Hedging Policy

Additionally, the Company’s Ethics Guidelines and Insider Trading Policy prohibit our executive officers, directors and

other employees from trading in options in the Company’s shares. Prohibited options include trading in “put” options

and “call” options on Company stock or other securities and options awarded under the 2020 Stock Incentive Plan or any

expired stock incentive plan (but does not exclude the exercise of any compensation-related options granted under the

2020 Stock Incentive Plan or another plan). Further, the Company’s anti-hedging policy prohibits its officers, directors or

other employees from engaging in transactions geared toward “shorting” the Company’s stock or trading in straddles,

equity swaps or other derivative securities that are directly linked to the Company’s common shares. The foregoing anti-

hedging policy is part of the Company’s “Inside Information and Restrictions on Trading” section of the Company’s Ethics

Guidelines, which provides a series of restrictions applicable to all transactions in Company stock and other classes of

securities by certain individuals, including directors, officers and employees of the Company (as well as to others living in

the same household as such individuals).

Stock Ownership and Retention Guidelines

The Board has adopted stock ownership and retention guidelines for all senior officers with the title of Executive Vice

President (including each of our NEOs) or above, in order to further align the personal interests of these executives with

those of our shareholders. Ownership guidelines require each covered executive to own shares of Company stock with

a value equal to, for the Chief Executive Officer, six (6) times base salary and for each other covered executive, three (3)

times base salary, calculated annually. In general, ownership and retention requirements may be satisfied by all shares

owned (however acquired), unvested restricted share awards granted under the 2020 Stock Incentive Plan (or other

stock incentive plan) and PSU awards that have been earned or “banked” during the performance period but not yet

paid out. Any covered executive who does not meet the stock ownership guidelines must hold at least 50% of the “net

shares” received (after reduction for payment of any exercise price and/or taxes) upon the exercise of stock options,

payout of performance shares or vesting of time-based restricted shares until the ownership guidelines are met. Because

covered executives must hold at least 50% of the net shares received from any exercise of stock options, payout of

performance shares or vesting of time-based restricted stock until they achieve the specified guidelines, there is no

minimum time period required to achieve the guidelines. In addition, any covered executive who does not meet the

stock ownership guidelines must also refrain from selling any owned shares until the guidelines are met. For 2023, each

NEO was in compliance with stock ownership guidelines.

Perquisites and Other Benefits

When deemed appropriate, the Company provides Named Executive Officers with perquisites and other personal

benefits that are reasonable and consistent with the overall compensation plan and the philosophy of attracting and

retaining key employees. The Compensation Committee periodically reviews these awards of perquisites and other

benefits.

Tax and Accounting Implications

Section 162(m) of the Code limits the deductibility of annual compensation in excess of $1 million paid to “covered

employees” of the Company with some limited exceptions for compensation paid pursuant to certain arrangements in

place on November 2, 2017. For 2018 and thereafter, our covered employees will generally include anyone who (i) was

the CEO or chief financial officer at any time during the year, (ii) was one of the other Named Executive Officers or (iii)

was a covered employee for any year after 2016.

As with prior years, although the Compensation Committee will consider deductibility under Section 162(m) of expenses

incurred in compensating executive officers, deductibility will not be the sole factor used in determining appropriate

levels or methods of compensation. The Compensation Committee considers many factors when designing its

compensation arrangements in addition to the deductibility of the compensation, and maintains the flexibility to grant

awards or pay compensation amounts that are non-deductible if they believe it is in the best interest of our Company

and our shareholders to do so.

The foregoing provides a general overview of the Company’s philosophy on executive compensation. The tables

contained in the subsequent sections attribute specific dollar values to the various aspects of executive compensation

previously discussed.

Compensation Risk Management

In line with the Company’s requirements to manage risks associated with the Company’s compensation programs, our

Compensation Committee seeks to ensure that our executive compensation program does not encourage inappropriate

risk taking by our executives.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 59

Role of the Compensation Consultant

The Compensation Committee has sole discretion to retain or obtain the advice of a compensation consultant,

independent legal counsel or other advisor (“Advisor”) to provide independent advice to the Compensation Committee.

Mercer (US) Inc. (“Mercer”) served as the Committee’s Advisor in 2023. The Company also consulted Frederick W. Cook

& Co. (“FW Cook”) in 2023 for advice on new executive compensation regulations and related compliance.

The Advisor is engaged to offer views on:

•Evaluation of Executive Compensation Programs

•Selection of peer groups

•Compensation best practices

•Benchmarking data

•Director Compensation

•Report on trends and developments in executive compensation

The Committee reviews the independence of the Advisor annually in accordance with the six independence factors listed

in the NYSE rules to understand the nature and scope of the Advisor’s relationships with Everest’s Board and its executive

officers. Based on that review, the Committee has determined that Mercer is independent, and its work did not raise any

conflicts of interest.

The Company’s Compensation Philosophy and Objectives

2024 Proxy Statement 60

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation paid or accrued to the Company’s Chief Executive Officer, Executive Vice

President and Chief Financial Officer and each of our three other most highly paid executive officers who served during

fiscal year 2023 (collectively, the “Named Executive Officers” or “NEOs”). The principal position listed under the name of

each executive officer is as of December 31, 2023. Further, as noted above, Sanjoy Mukherjee, the former Executive Vice

President, General Counsel & Secretary, departed the Company effective July 3, 2023, but is considered an NEO for

2023 under applicable SEC disclosure requirements.

2023 Summary Compensation Table


				Stock Awards			Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)
Name and Principal Position	Year	Salary(4)	Bonus	Restricted Stock Awards(1)(5)	Performance Share Unit Awards(2)	Non-Equity Incentive Plan Compensation		All Other Compensation	Total
Juan C. Andrade CEO and President
	2023	$1,250,000	$—	$2,376,523	$2,376,523	$3,250,000	$—	$656,485	$9,909,531
	2022	$1,250,000		$2,125,822	$2,125,822	$2,900,000		$704,555	$9,106,199
	2021	$1,250,000		$2,000,902	$2,000,902	$3,000,000		$614,322	$8,866,126
Mark Kociancic Executive Vice President and Chief Financial Officer
	2023	$894,231	$-	$1,181,570	$510,484	$1,556,200	$-	$374,403	$4,516,888
	2022	$875,000		$1,059,896	$529,194	$1,273,900		$376,631	$4,114,621
	2021	$875,000		$993,184	$495,381	$1,401,400		$285,175	$4,050,140
Jim Williamson Executive Vice President and Chief Operating Officer
	2023	$830,770	$-	$940,667	$420,624	$1,452,500	$-	$252,760	$3,897,321
	2022	$801,923		$851,836	$425,164	$1,167,000	-	$284,018	$3,529,941
	2021	$702,167		$703,707	$347,614	$1,210,000		$216,735	$3,180,223
Mike Karmilowicz Chairman, Everest Global Insurance
	2023	$794,231	$-	$875,662	$401,504	$1,145,000	$—	$246,323	$3,462,720
	2022	$749,154		$809,621	$404,057	$1,070,750		$234,808	$3,268,390
	2021	$660,000		$667,371	$328,235	$1,060,800		$163,874	$2,880,280
Gail Van Beveren Executive Vice President and Chief Human Resources Officer
	2023	$463,846	$-	$508,572	$202,664	$550,000	$147,876	$100,547	$1,973,505
Sanjoy Mukherjee Executive Vice President, General Counsel and Secretary
	2023	$320,000	$-	$790,513	$390,033	$—	$(527,412)	$807,367	$1,780,501
	2022	$650,000	-	$615,131	$410,088	$900,000	$(600,167)	$213,188	$2,188,240
	2021	$641,231	-	$585,010	$390,006	$975,000	$81,008	$146,004	$2,818,259

(1)The amounts are the aggregate grant date fair value for restricted awards granted during 2023 computed in accordance with FASB ASC Topic

718. Restricted shares vest at the rate of 20% per year over five years, and otherwise using the methods and assumptions presented in Note 14 to

the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023.

(2)The amounts are the aggregate grant date fair value for performance share unit awards granted during 2023 computed in accordance with FASB

ASC Topic 718, at the target achievement percentage (100%), and otherwise using the methods and assumptions presented in Note 14 to the

Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023. The performance

achievement factor can range between 0% and 175% of the target grant. If the participants achieved the maximum performance achievement

factor, the value of the performance share unit grants would be follows: Mr. Andrade $4,158,915; Mr. Karmilowicz $702,632; Mr. Kociancic

$893,347; Mr. Mukherjee $682,557; Ms. Van Beveren $354,662 and Mr. Williamson $736,091.

(3)Represents the aggregate change in the present value of the officers’ accumulated benefit under the qualified and supplemental pension plans

from December 31, 2022 to December 31, 2023. Earnings on the Supplemental Savings Plan are not included as they are invested in the same

investment offerings as the qualified savings plan and are not preferential.

(4)For Mr. Mukherjee, the salary amount includes a single lump sum of $50,000 for advisory services.

(5)The Restricted Stock Awards column of the Summary Compensation Table includes, for Mr. Mukherjee, an additional amount of $205,464

attributable to the accounting “modification” under FASB ASC Topic 718 of 601 restricted shares previously granted to Mr. Mukherjee pursuant to

his November 2019 stock award that would otherwise have vested if Mr. Mukherjee had remained employed through November 19, 2024. In

connection with termination of Mr. Mukherjee’s employment, these restricted shares were cancelled in exchange for a cash payment of $205,464.

The amount reflected in the Restricted Stock Awards column in respect of this modification does not represent a new grant, but instead

represents the incremental value (determined in accordance with FASB ASC Topic 718) of the change to Mr. Mukherjee’s November 2019 award.

Compensation of Executive Officers

2024 Proxy Statement 61

For the Named Executive Officers, the 2023 amount in the All Other Compensation column include:


	Andrade	Kociancic	Williamson	Karmilowicz	Van Beveren	Mukherjee
Life insurance premiums	$1,189	$1,189	$1,189	$1,189	$1,103	$640
Employer Matching Contributions (Qualified and Non-qualified)	$37,501	$26,828	$24,924	$23,827	$13,916	$9,601
Dividends on Restricted Shares	$210,257	$135,192	$64,314	$48,103	$28,363	$45,800
Employer Discretionary Contribution(6)	$332,001	$151,770	$119,867	$131,780	$44,708	$72,000
Umbrella insurance premiums	$765	$765	$765	$765	$765	$—
Car Allowance	$12,000	$12,000	$12,000	$—	$—	$—
Executive Physical	$5,000	$11,000	$5,000	$5,000	$—	$—
Executive Long-Term Disability	$57,772	$35,659	$24,701	$35,659	$11,692	$26,659
Severance(7)						$650,000
Other Termination Payments and Benefits(8)						$2,667
Total:	$656,485	$374,403	$252,760	$246,323	$100,547	$807,367

(6)Messrs. Andrade, Kociancic, Williamson and Karmilowicz are not participating in the Retirement Plan or Supplemental Retirement Plan and

instead receive an additional qualified plan contribution pursuant to the revision of the Company’s Savings Plan that is applicable to those

employees hired after April 1, 2010.

(7)Mr. Mukherjee’s Severance includes a separation allowance payable in equal installments in accordance with normal payroll practices over a 12

month period beginning immediately following the Separation Date, equal to two times the sum of his current base salary.

(8)Includes a net payment made to Mr. Mukherjee representing the cost to continue 12 months of family dental insurance through Cobra and a

Company Credit benefit carried over from Prudential Re that offset the cost of medical benefits.

Compensation of Executive Officers

2024 Proxy Statement 62

Grants of Plan-Based Awards

The following table sets forth certain information concerning equity and cash awards granted under the Company’s

Stock Incentive Plan and the Executive Performance Annual Incentive Plan during 2023 to the Named Executive Officers.

2023 Grants of Plan-Based Awards


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			Restricted Stock Awards Number of Shares(2)(7)	Grant Date Fair Value of Stock Awards
Name	Grant Date	Threshold	Target	Maximum	Threshold	Target(4)	Maximum(5)	Restricted Stock Awards Number of Shares(2)(7)	Restricted Stock Awards(3)	PSU Awards(6)
Juan C. Andrade	2/23/2023					6,215	10,876	6,215	$2,376,523	$2,376,523
Mark Kociancic	2/23/2023					1,335	2,336	3,090	$1,181,570	$510,484
Jim Williamson	2/23/2023					1,100	1,925	2,460	$940,667	$420,624
Mike Karmilowicz	2/23/2023					1,050	1,838	2,290	$875,662	$401,504
Gail Van Beveren	2/23/2023					530	928	1,330	$508,572	$202,664
Sanjoy Mukherjee	2/23/2023					1,020	1,785	1,530	$585,049	$390,033
Sanjoy Mukherjee	7/3/2023(7)					N/A	N/A	601	$205,464	$—

(1)Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan. The actual award is shown in the “Non-Equity Incentive

Compensation Plan” column of the Summary Compensation Plan table.

(2)This column shows the number of restricted shares granted in 2023 to the Named Executive Officers pursuant to the 2020 Stock Incentive Plan for

grants made on February 23, 2023. Restricted shares vest at the rate of 20% per year over five years. During the restricted period, quarterly

dividends are paid to the Named Executive Officer.

(3)The grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented

in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023.

(4)This column shows the number of performance share units outstanding at December 31, 2023 for each Named Executive Officers pursuant to the

2020 Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after three years.

(5)This column shows the number of performance share units outstanding at December 31, 2023 for each Named Executive Officers pursuant to the

2020 Stock Incentive Plan, assuming achievement at the maximum level (175%). Performance share units vest 100% after three years.

(6)The grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718 using the methods and assumptions presented

in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023.

(7)This amount does not pertain to the grant of new equity awards, but instead represents, pursuant to SEC rules, the incremental value (determined

in accordance with FASB ASC Topic 718) of the modification of 601 restricted shares previously granted to Mr. Mukherjee in November, 2019 that

were modified in connection with his termination of employment. See Note 5 to the Summary Compensation Table, above, for additional

information.

Compensation of Executive Officers

2024 Proxy Statement 63

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023


Stock Awards(1)
	Restricted Stock Awards		PSU Awards
Name	Number of Shares or Units of Stock That Have Not Vested(1)	Market Value of Shares or Units of Stock That Have Not Vested(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
Juan C. Andrade	27,195	$9,615,608	14,327	$5,065,829
Mark Kociancic	16,762	$5,926,708	3,290	$1,163,278
Jim Williamson	8,647	$3,057,406	2,678	$946,710
Mike Karmilowicz	7,074	$2,501,225	2,552	$902,159
Gail Van Beveren	4,171	$1,474,782	1,314	$464,693
Sanjoy Mukherjee	5,688	$2,018,201	2,529	$894,115

(1)Restricted shares vest at the rate of 20% annually over a five year period. Please refer to the Compensation Discussion and Analysis section for more

details on the PSU vesting dates and terms. Grant dates for the restricted shares are as shown in the table that follows:

(2)Determined by multiplying the NYSE December 31, 2023 closing price of $353.58 by the number of outstanding restricted share awards or by the

number of both unvalued and unvested performance share unit awards.


Grant Date	2/27/2019	9/18/2019	11/19/2019	2/26/2020	11/18/2020	2/23/2021	2/23/2022	2/23/2023
Juan C. Andrade
Restricted Share Awards		7,676		2,708		4,956	5,640	6,215
PSU Awards						8,260	7,050	6,215
Mark Kociancic
Restricted Share Awards					8,400	2,460	2,812	3,090
PSU Awards						2,045	1,755	1,335
Jim Williamson
Restricted Share Awards					2,184	1,743	2,260	2,460
PSU Awards						1,435	1,410	1,100
Mike Karmilowicz
Restricted Share Awards	359			624		1,653	2,148	2,290
PSU Awards						1,355	1,340	1,050
Gail Van Beveren
Restricted Share Awards	291			446		972	1,132	1,330
PSU Awards						800	705	530
Sanjoy Mukherjee
Restricted Share Awards	387		601	690		1,449	1,632	1,530
PSU Awards						1,610	1,360	1,020

Compensation of Executive Officers

2024 Proxy Statement 64

Share Option Exercises and Shares Vested

The following table sets forth certain information concerning the number and value of vested shares at the end of 2023

held by the Named Executive Officers. The Named Executive Officers do not hold any outstanding stock options.

Shares Vested


	Share Awards (PSU Grants)		Share Awards (Restricted Stock)
Name	Number of Shares Acquired on Settlement	Value Realized Settlement(1)	Number of Shares Acquired on Vesting	Value Realized on Vesting(2)
Juan C. Andrade	6,830	$2,325,196	12,092	$4,606,184
Mark Kociancic	0	$—	5,723	$2,253,720
Jim Williamson	0	$—	2,238	$872,764
Mike Karmilowicz	788	$268,266	2,090	$800,458
Gail Van Beveren	561	$190,986	1,390	$532,507
Sanjoy Mukherjee	1,161	$395,249	2,566	$991,918

(1)Amount reflects the aggregate market share value on the day of settlement of the performance share unit award.

(2)Amount reflects the aggregate market share value on the day that the restricted shares vest.

Retirement Plan

Mr. Mukherjee participated in the Everest Reinsurance Company Retirement Plan (the “Retirement Plan”) and in the

Supplemental Retirement Plan (the “Supplemental Plan”), both of which are defined benefit pension plans. The

Retirement Plan and Supplemental Plan were both closed to new employees as of April 1, 2010. Additionally, effective

January 1, 2018, accrued benefits under the Supplemental Retirement Plan were frozen for the participating NEOs in that

plan as of December 31, 2017.

A participant’s “final average earnings” under the Retirement Plan will be his or her average annual “earnings” under the

plan during the 72 consecutive months of continuous service in which the participant received the greatest amount of

earnings out of the final 120 months of continuous service. For this purpose, “earnings” generally include the

participant’s base salary and cash bonus payments under the Executive Incentive Plan. In addition, for participants who

held positions equivalent to or senior to that of department vice president when that position existed, “earnings” include

cash payments under the Company’s Annual Incentive Plan. “Earnings” does not include any other compensation set

forth in the Summary Compensation Table.

Final average earnings will be determined under the Supplemental Plan in the same manner as under the Retirement

Plan, except that a participant’s earnings are not subject to the limitations under the Internal Revenue Code. “Continuous

service” under the Retirement Plan and Supplemental Plan will be the number of years and months worked for Everest

and certain affiliates, including during the period of affiliation with Prudential.

The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers

determined using interest rate and mortality rate assumptions consistent with those in the Company’s financial

statements and the number of years of service credited to each. A participant becomes vested in the Supplemental Plan

upon reaching five years of service, retirement at age 65 or upon a Change of Control. If a participant leaves the

Company prior to becoming vested in the Supplemental Plan, he or she receives no benefits.

Compensation of Executive Officers

2024 Proxy Statement 65

2023 Pension Benefits Table


2023 Pension Benefits Table
Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit(1)	Payments During Last Fiscal Year
Juan C. Andrade	Retirement Plan	N/A	$—	$—
	Supplemental Plan		$—	$—
Mark Kociancic	Retirement Plan	N/A	$—	$—
	Supplemental Plan		$—	$—
Jim Williamson	Retirement Plan	N/A	$—	$—
	Supplemental Plan		$—	$—
Mike Karmilowicz	Retirement Plan	N/A	$—	$—
	Supplemental Plan		$—	$—
Gail Van Beveren	Retirement Plan	37.70	$2,379,099	$—
	Supplemental Plan		$—	$—
Sanjoy Mukherjee	Retirement Plan	23.00	$1,138,256	$—
	Supplemental Plan		$2,354,987	$—

(1)The table employs the discount rate of 5% on December 31, 2023 and 5.25% on December 31, 2022 for the Retirement Plan and pre-retirement

Supplemental Plan. Post retirement, the Supplemental Plan discount rate is 5% for both years.

The Mortality Table used for 12/31/2023 and 12/31/2022 is the Pri-2012 White Collar Table with Scale MP-2021 for the Retirement Plan projected to

executive’s assumed retirement age. Updated Table 417(e) Mortality is used for the Supplemental Plan post-retirement projected to executive’s

assumed retirement age.

The payment form assumes 50% Joint and Survivor for the Retirement Plan unless final benefit election has already been made and single life annuity

for the Supplemental Plan at earliest unreduced retirement age.

The Assumptions for the 2023 calculations related to Retirement Plan and the pre-retirement Supplemental Plans are the same as those used in the FAS

ASC 715 disclosure report for year ending December 31, 2023.

The information above has been developed assuming that the participants will retire at the earliest age at which they would receive an unreduced

benefit.

Employees hired after April 2010 do not accrue benefits in the Defined Benefit Plan. As of December 31, 2017, accruals in the Supplemental

Retirement Plan were frozen. Participants receive a non-elective contribution in the Supplemental Savings Plan.

Compensation of Executive Officers

2024 Proxy Statement 66

2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE

The 2023 Non-qualified Deferred Compensation Table shows information about the Supplemental Savings

Plan(1) and Deferred Bonus and Salary Contribution Plan.


Name	Executive Contributions in Last Fiscal Year(2)	Registrant Contributions in Last Fiscal Year(2)	Aggregate Earnings in Last Fiscal Year	Aggregate Withdrawal/ Distributions	Aggregate Balance at Last Fiscal Year-End(3)
Juan C. Andrade
Everest Re Supplemental Savings Plan	$27,600	$333,200	$61,363		$1,389,639
Non-qualified deferred bonus and salary contribution plan
Mark Kociancic
Everest Re Supplemental Savings Plan	$16,927	$145,596	$98,147		$527,331
Non-qualified deferred bonus and salary contribution plan	$44,712		$327,768		$372,480
Jim Williamson
Everest Re Supplemental Savings Plan	$15,023	$115,090	$72,562		$394,872
Non-qualified deferred bonus and salary contribution plan	$224,896		$481,858		$706,754
Mike Karmilowicz
Everest Re Supplemental Savings Plan	$13,927	$122,606	$45,774		$481,673
Non-qualified deferred bonus and salary contribution plan
Gail Van Beveren
Everest Re Supplemental Savings Plan	$4,015	$48,723	$74,636		$432,384
Non-qualified deferred bonus and salary contribution plan
Sanjoy Mukherjee
Everest Re Supplemental Savings Plan		$72,000	$188,596		$934,555
Non-qualified deferred bonus and salary contribution plan	$88,600		$141,712		$230,312

(1)The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute

a percentage of his or her base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans.

When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the

Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional discretionary contribution

by the Company. Withdrawal is permitted only upon cessation of employment.

(2)All of the amounts reported in this column are included in the 2023 Summary Compensation Table as applicable.

(3)The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan.

Compensation of Executive Officers

2024 Proxy Statement 67

PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of

Regulation S-K, we are providing the following information regarding the relationship between compensation actually

paid to our Named Executive Officers and the Company’s financial performance.

Pay Versus Performance Table

The table below reflects information on compensation both as reported in the Summary Compensation Table (“SCT

Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer

(“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO

NEOs), accompanied by TSR and Net Income metrics, as well as Adjusted Operating ROE (the Company-selected

measure). Adjusted Operating ROE was selected as the most relevant and important measure in the relationship of

compensation actually paid to NEOs relative to 2023 Company performance. Adjusted Operating ROE is a relevant

measure in our short-term and long-term incentive plans for our NEOs.


					Value of Initial Fixed $100 Investment3 Based on:

Year	Summary Compensation Table Total for PEO ($)1	Compensation Actually Paid to PEO ($)	Average Summary Compensation Table Total for Non-PEO NEOs ($)2	Average Compensation Actually Paid to Non-PEO NEOs ($)	Total Shareholder Return ($)4	Peer Group Total Shareholder Return ($)5	Net Income ($ Millions)	Adjusted Operating ROE (%)6
2023	$9,909,531	$11,044,080	$3,126,187	$3,394,495	$140.12	$168.05	$2,517	18.2%
2022	$9,106,199	$12,022,512	$3,275,300	$4,098,150	$128.89	$151.65	$597	11.9%
2021	$8,866,126	$10,939,500	$3,185,203	$3,763,485	$104.19	$127.58	$1,379	14.3%
2020	$8,063,212	$5,604,559	$3,209,042	$2,323,534	$86.94	$106.96	$514	8.0%

______________________________

(1) Juan C. Andrade served as the Principal Executive Officer (“PEO”) of Everest for all applicable years in this table.

(2) The non-PEO NEOs include: (a) for 2020, John Doucette, Craig Howie, Mark Kociancic, Sanjoy Mukherjee and Jonathon Zaffino; (b) for 2021, John

Doucette, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and Jim Williamson; (c) for 2022, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee and

Jim Williamson; and (d) for 2023, Mike Karmilowicz, Mark Kociancic, Sanjoy Mukherjee, Gail Van Beveren and Jim Williamson.

(3) Assumes $100 invested on 12/31/2019 in Everest common stock, including reinvestment of dividends.

(4) For purposes of this Pay Versus Performance table, “Total Shareholder Return” is defined as the change in the total dollar value of a given security or entire

portfolio of securities, over a given period, assuming $100 dollars of initial investment. Total returns reflect changes in stock price as well as all

distributions or dividends paid to shareholders. The procedure for calculating an index begins with calculating total returns for each individual company

in the index. The total return of each company in the index is calculated by multiplying the closing price of a share by the ending volume of shares held,

based on a $100 initial investment. Any dividends paid are assumed to be reinvested by dividing the dividend hypothetically received on the share

volume held on the ex-dividend date by the stock price on ex-dividend date, then adding the additional new shares to the volume of shares held

immediately prior to payment of the dividend. Each company’s total return is then weighted for each period based on its market capitalization at the

beginning of the period, relative to the market capitalization of the entire group. The market capitalization is determined by multiplying the price per

share by the shares outstanding for each period. The sum of the weighted returns results in a weighted average total return for each period. Total

Shareholder Return in all other sections of this proxy refers to Everest’s Investor Day definition, defined as annual growth in Book Value Per Share

(excluding Unrealized Gains and Losses on Fixed Maturity investments) plus Dividends Per Share.

(5) The S&P Insurance (Property and Casualty) is used as Everest’s peer group for purposes of this pay versus performance table.

(6) Adjusted Operating ROE for 2023 adjusts actual operating ROE by treating catastrophe losses as the sum of (1) 40% of anticipated catastrophe losses in

the annual operating plan for the current fiscal year and (2) 60% of actual catastrophe losses for the current fiscal year. For 2021 and 2022, the ratio for

determining Adjusted Operating ROE was 50% anticipated catastrophe losses in the operating plan and 50% actual catastrophe losses for the respective

fiscal years.

Pay Versus Performance Disclosure

2024 Proxy Statement 68

The following table details the adjustment to the SCT Total Pay for our PEO to determine the CAP as computed in

accordance with Item 402(v) of SEC Regulation S-K (17 C.F.R. § 229.402(v), or “Item 402(v)”). Amounts do not reflect

actual compensation earned by or paid to our NEOs during the applicable year. The PEO did not participate in any

defined benefit pension plan.

PEO SCT TOTAL PAY TO CAP RECONCILIATION


Fiscal year	2020	2021	2022	2023
SCT Total	$8,063,212	$8,866,126	$9,106,199	$9,909,531
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year	$(3,752,544)	$(4,001,805)	$(4,251,644)	$(4,753,046)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	$3,169,579	$4,525,158	$4,670,907	$4,394,999
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years1	$(1,312,596)	$1,402,574	$2,354,332	$809,630
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year2	$(563,092)	$147,447	$142,718	$682,966
Compensation Actually Paid	$5,604,559	$10,939,500	$12,022,512	$11,044,080

The following table details the adjustment to the SCT Total Pay as the average for our other NEOs to determine

“compensation actually paid” as computed in accordance with Item 402(v) for the other NEOs. Amounts do not reflect

actual compensation earned by or paid to our NEOs during the applicable year.

NEO AVERAGE SCT TOTAL PAY TO CAP RECONCILIATION


Fiscal year	2020	2021		2022	2023
Average SCT Total	$3,209,042	$3,185,203		$3,275,300	$3,126,187
– Grant Date Fair Value of Stock Awards Granted in Fiscal Year	$(1,799,573)	$(1,164,932)		$(1,276,247)	$(1,203,366)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	$1,455,572	$1,317,281		$1,402,100	$1,112,716
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years3	$(236,502)	$362,214		$563,880	$205,511
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year4	$(95,518)	$49,873		$114,067	$168,181
– Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit Pension Plan	$(235,821)	$(16,202)	5	N/A6	$(29,575)
+ Service cost and prior service cost	$26,334	$30,048		$19,050	$14,841
Average Compensation Actually Paid	$2,323,534	$3,763,485		$4,098,150	$3,394,495

(1) Difference between Fair Value from End of Prior Year to End of Current Year

(2) Difference between Fair Value from End of Prior Year to Vesting Date

(3) Difference between Fair Value from End of Prior Year to End of Current Year

(4) Difference between Fair Value from End of Prior Year to Vesting Date

(5) In 2021, the change in actuarial present value was $(11,030) for Mr. Doucette and $81,008 for Mr. Mukherjee. Under Item 402(v), the change in actuarial

present value is deducted only if the value is positive. Thus, only Mr. Mukherjee’s value was incorporated into the calculation.

(6) The change in actuarial present value for Mr. Mukherjee was $(600,167) in 2022. Under Item 402(v), the change in actuarial present value is deducted

only if the value is positive. Thus, this value was not incorporated into the calculation.

Pay Versus Performance Disclosure

2024 Proxy Statement 69

Relationship Between Compensation Actually Paid and Financial Performance Measures

The following graphs further demonstrate the relationship between the compensation actually paid (as defined in Item

402(v))and performance measures that are included in the preceding pay versus performance tabular disclosure.

Pay Versus Performance Disclosure

2024 Proxy Statement 70

Pay Versus Performance Disclosure

2024 Proxy Statement 71

Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid in 2023 to

Company Performance

Below is a list, not presented in order of importance, of the Company’s most important financial performance measures

used to link the PEO and NEOs’ Item 402(v) “Compensation actually Paid” to Company performance for 2023. For further

information regarding these financial performance measures and their function in our executive compensation program,

please see the Compensation Discussion and Analysis section above.

Adjusted Operating ROE

Combined Ratio

Total Shareholder Return (as defined at Everest’s Investor Day14)

Gross Written Premium Annual Growth Rate

Pay Versus Performance Disclosure

2024 Proxy Statement 72

14 Total shareholder Return as defined at Everest’s Investor Day is defined as annual growth in Book Value Per Share (excluding Unrealized Gains and Losses

on Fixed Maturity investments) plus dividends Per Share.

CEO PAY RATIO


Fiscal Year	2023	2023
Employee	Median Employee	CEO
Annual Base Salary	$144,000	$1,250,000
Bonus Paid March 2024	$16,000	$3,250,000
Res Share Value Granted Feb. 2023	$—	$2,376,523
Perf Share Target Value Granted Feb. 2023	$—	$2,376,523
Pension Value and Nonqualified Deferred Comp Earnings PY 2023	$—	$—
All Other Compensation PY 2023	$8,893	$656,485
Total Comp	$168,893	$9,909,531

In 2023, the ratio of the total annual compensation of our CEO to the median compensation of our employees was 58.67 to

one.

Methodology

•Date selected to determine employee population for purposes of identifying the median employee: December

1, 2023.

•Median employee identified using Total Compensation, which includes base salary, bonus and stock awards (if

any), as well as any other compensation.

•Employees from all Everest locations included in calculation to identify median.

•Salaries, bonuses and stock for non-US employees converted to USD (at 12/1/2023 conversion rates).

•Annual salary, bonus and stock target amounts were included for mid-year hired employees who were not

otherwise eligible to participate in the full 2023 annual compensation review process.

•“All Other Compensation” includes insurance premiums, allowances, employer matching contributions

(qualified and non-qualified), dividends on restricted shares and employer discretionary contributions.

CEO Pay Ratio Disclosure

2024 Proxy Statement 73

EMPLOYMENT, CHANGE OF CONTROL AND OTHER

AGREEMENTS

Employment agreements have been entered into with Messrs. Andrade, Kociancic, Williamson, and Karmilowicz, and an

employment agreement was entered into with Mr. Mukherjee during his tenure as Executive Vice President, General

Counsel and Secretary of the Company. Employment agreements are entered into when it is determined that an

employment agreement assists in obtaining assurance as to the executive’s continued employment in light of the

prevailing market competition for the particular position, or where the Compensation Committee believes that an

employment agreement is appropriate to attract an executive in light of market conditions and the prior experience of

the executive. Employment agreements with key executive officers further provide the Company protection against the

potential loss of business that could result from the departure of a key executive by including non-disclosure, non-

compete and non-solicitation covenants in such agreements. The terms of the agreement take into consideration the

executive’s prior background, experience, compensation, competitive conditions and negotiations with the executive.

Messrs. Andrade, Kociancic, Williamson, and Karmilowicz and Ms. Van Beveren are all participants in the Senior

Executive Change in Control (“CIC”) Plan and Mr. Mukherjee was a participant in the plan during his tenure as Executive

Vice President, General Counsel and Secretary of the Company (See “Change of Control Arrangements”).

Juan C. Andrade Effective August 1, 2019, the Company, Everest Global and Everest Holdings entered into an

employment agreement with Mr. Andrade to serve as President and CEO of those companies. On December 17, 2021,

Everest announced the extension of Mr. Andrade’s employment agreement through the end of 2023 with automatic

annual extensions thereafter. Mr. Andrade subsequently entered into an Amended and Restated employment

agreement with Everest Global, effective December 17, 2021, for an indefinite term to serve in the same role. Mr.

Andrade’s employment agreement provides for annual compensation of $1,250,000 in base salary, a target incentive

bonus equal to 220% of base salary and a target stock award equal to 360% of base salary (as may be adjusted). The

employment agreement’s material terms for a termination on death, disability or a termination without cause or

resignation for good reason are outlined in the sections and tables below.

Mark Kociancic Effective September 8, 2020, Everest Global entered into an employment agreement with Mr.

Kociancic to serve as Executive Vice President and Chief Financial Officer of the Company. The agreement was

automatically renewed following the agreement’s initial expiration date of October 12, 2023. Mr. Kociancic subsequently

entered into an Amended and Restated employment agreement with Everest Global, effective September 8, 2020, for an

indefinite term to serve in the same role. Mr. Kociancic’s employment agreement provides for annual compensation of

$875,000 in base salary, a target incentive bonus equal to 130% of base salary and a target stock award equal to 170% of

base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or a

termination without cause or resignation for good reason are outlined in the sections and tables below.

Jim Williamson Effective September 28, 2020, Everest Global entered into an employment agreement with Mr.

Williamson to serve as Executive Vice President and Chief Operating Officer of the Company. The agreement was

automatically renewed following the agreement’s initial expiration date of October 1, 2023. Mr. Williamson subsequently

entered into an Amended and Restated employment agreement with Everest Global, effective September 28, 2020 for

an indefinite term to serve in the same role. Mr. Williamson’s employment agreement provides for annual compensation

of $700,000 in base salary, a target incentive bonus equal to 130% of base salary and a target stock award equal to 150%

of base salary (as may be adjusted). The employment agreement’s material terms for a termination on death, disability or

a termination without cause or resignation for good reason are outlined in the selections and the tables below.

Mike Karmilowicz Effective August 3, 2020, Mr. Karmilowicz entered into an employment agreement with Everest

National Insurance Company (“ENIC”), an affiliate of the Company to serve as Executive Vice President and CEO of ENIC.

The agreement was automatically renewed following the agreement’s initial expiration date of August 3, 2023. Mr.

Karmilowicz subsequently entered into an Amended and Restated employment agreement with ENIC, effective March

24, 2024 for an indefinite term to serve as Chairman of Global Insurance for the Company. Mr. Karmilowicz’s

employment agreement provides for annual compensation of $800,000 in base salary, a target incentive bonus equal to

140% of base salary and a target stock award equal to 160% of base salary (as may be adjusted). The employment

agreement’s material terms for a termination on death, disability or termination without cause or resignation for good

reason are outlined in the sections and tables below.

Gail Van Beveren Ms. Van Beveren has not entered into an employment agreement with the Company. Ms. Van

Beveren is subject to the Everest Reinsurance Company Severance Plan for United States employees (“Severance Plan”).

Under the Severance plan, she will be entitled to receive a severance payment if her employment with the Company is

Employment, Change of Control and Other Agreements

2024 Proxy Statement 74

involuntarily terminated because of the closing or reorganization of the office, division or department of the Company

resulting in the elimination of her position.15

Sanjoy Mukherjee On January 1, 2017, Everest Global entered into an employment agreement with Mr. Mukherjee

under which he was to serve as the General Counsel, Chief Compliance Officer and Secretary. The agreement was

automatically renewed following the agreement’s initial expiration date of January 1, 2020. On March 14, 2023, Everest

announced that Mr. Mukherjee would leave the Company effective July 2023. In accordance with the terms of the

transition agreement entered into by Mr. Mukherjee and the Company dated March 10, 2023 (the “Transition

Agreement”), he served as an advisor to the Company from April 22, 2023 through July 3, 2023 (the “Separation Date”)

and, for such services, he received a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment

agreement and the Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards,

insurance benefits and a separation allowance in accordance with the terms of his employment agreement for a

termination without “cause.” Upon termination of Mr. Mukherjee’s employment agreement in July 2023, Mr. Mukherjee’s

employment agreement included the following benefits that Mr. Mukherjee received as part of his separation: a payment

of two times his base salary, totaling $650,000 paid out over 12 months; accelerated vesting and cash-out of restricted

stock totaling 601 shares for a payment of $205,464 based on the Company’s stock price as of the Separation Date;

continued earn-out of all PSUs previously granted; and a cash payment for dental COBRA benefits for 12 months totaling

$2,529.

Change of Control Arrangements. The Company’s change of control arrangements, embodied within the

Senior Executive CIC Plan, are principally intended to provide continuity of management by motivating executive officers

to remain with the Company, despite the uncertainty that arises in the context of a change in control. The Senior

Executive CIC Plan is administered by the Compensation Committee, which selects participants from among the senior

executives of the Company and its subsidiaries. Among others, the Compensation Committee has selected Messrs.

Andrade, Kociancic, Williamson, and Karmilowicz, and Ms. Van Beveren to participate in the plan, and it selected Mr.

Mukherjee to participate in the plan during his tenure as Executive Vice President, General Counsel and Secretary of the

Company.

The Senior Executive CIC Plan provides that if, within two years after the occurrence of a “material change” (as defined in

the plan) a participant terminates his or her employment for good reason (as defined in the plan) or the Company

terminates the participant’s employment for any reason other than for due cause (as defined in the plan), then (a) all of

the participant’s outstanding stock options granted under the Company’s stock plans shall immediately vest and remain

exercisable for three months following termination of employment; (b) all restrictions on the participant’s restricted

shares awarded under the Company’s share plans (except for PSU, which are not subject to the CIC Plan) shall

immediately terminate and lapse; (c) the participant shall receive a cash payment equal to the participant’s average

annual salary and incentive bonus for the three most recent taxable years (or such shorter period as may be applicable)

multiplied by a number between 2.00 and 2.99 as determined by the Compensation Committee (for Mr. Andrade, the

number is 2.5; for Messrs. Kociancic, Williamson, Karmilowicz and Ms. Van Beveren the number is 2.00; for Mr.

Mukherjee, the number was 2.00 when he was a participant in the plan); (d) the participant shall continue to be covered

under the Company’s medical and dental insurance plans for a period of two years from the date of termination; and (e)

the participant shall receive “special retirement benefits” in an amount that will equal the retirement benefits he or she

would have received under the Everest Reinsurance Retirement Plan and/or the Everest Reinsurance Employee Saving

Plan and any supplemental, substitute or successor plans adopted by the Company had he or she continued in the

employ of the Company for a two-year period following termination.

The Senior Executive CIC Plan includes a “Best Net” provision regarding the determination and treatment of “golden

parachute payments” under Section 280G of the Code. Under the “Best Net” provision, if there are any “excess parachute

payments” under Section 280G of the Code that trigger an excise tax, payments and benefits are reduced to avoid an

excess parachute payment if doing so results in a higher after-tax benefit to the participant. The participant and the

Company shall agree on a national accounting firm to perform the calculations necessary to determine the amount of the

parachute payment, as well as the maximum amount the participant would be entitled to receive without being subject

to the excise tax. The PSU award is not subject to the Senior Executive CIC Plan and is governed by the Performance

Stock Unit Award Agreement and any pertinent employment agreement.

Potential Payments Upon Termination or Change in Control

The tables below give a reasonable estimate of the incremental amount of compensation that might be paid to each of

the Named Executive Officers in the event of termination of employment on December 31, 2023. The amounts shown

assume that such termination, change in control, death or disability was effective as of December 31, 2023 and includes

estimates of amounts to which the Named Executive Officer might be entitled incremental to amounts earned during

such time. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the

Company and may be changed at the discretion of the Compensation Committee.

Employment, Change of Control and Other Agreements

2024 Proxy Statement 75

15 Pursuant to the Everest Reinsurance Company Severance Plan for United States employees, Ms. Van Beveren is entitled to a severance payment equal to

52 weeks of pay based on her length of service with the Company plus any earned vacation days (less any used vacation).

Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment

terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include:

accrued salary, amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non-

qualified Deferred Compensation Table) and amounts accrued and vested through the Company’s Retirement Plan and

the Supplemental Retirement Plan. (See Pension Benefits Table.) The retirement plans offer a survivor annuity, if elected

by the participant. For a termination for good reason or without cause, each of Messrs. Andrade, Kociancic, Williamson,

and Karmilowicz would be eligible to earn all remaining installments of PSU, vesting of equity awards, insurance benefits

and a separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to

two times base annual salary, subject to signing a waiver of all claims, and certain non-compete agreements under the

terms of the employment agreements would apply. All other PSU would be forfeited.

Sanjoy Mukherjee departed the Company effective July 3, 2023. Subject to the terms of the Transition Agreement, he

served as an advisor to the Company from April 22, 2023 through the Separation Date and, for such services, he

received a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the

Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards, insurance benefits and a

separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to two

times base annual salary, payable in January 2025, and a cash payment in lieu of a tranche of six hundred one (601)

restricted shares that would otherwise have vested on November 19, 2024 (based on the market price of the Company’s

stock at the close of the New York Stock Exchange on the Separation Date).

Payments Made Upon Retirement. In the event of retirement, in addition to the items above, all who are eligible will

receive the pension benefits shown in the Pension Benefits Table with a reduction for early retirement. Generally, subject

to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age

of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement

with the consent of the Compensation Committee. PSU are forfeited if retirement occurs prior to age 65. In the event of

retirement at age 65 or older but prior to the conclusion of the restricted period (3rd anniversary of grant date), the

participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed

installment periods would be the date that is 60 days following the date of retirement. The remaining PSU would be

settled between the certification that performance criteria have been met and March 15th of the calendar year following

the last performance period.

Payments Made Upon Death or Disability. In the event of death or disability, in addition to the benefits listed under

the headings above, the NEO will receive benefits under the Company’s disability plan or payments under the

Company’s life insurance program, as available to employees generally. Pursuant to the terms of their employment

agreements, in the event of the death or disability of Messrs. Andrade, Kociancic, Williamson, or Karmilowicz, any

incentive bonus earned but not yet paid for the completed full fiscal year immediately preceding the employment

termination date would be paid. Accordingly, assuming a hypothetical death or disability of those Named Executive

Officers on December 31, 2023, each would be entitled to any incentive bonus earned but not yet paid relating to fiscal

2023 performance. Such bonus amounts would have been $3,250,000 for Mr. Andrade, $1,556,200 for Mr. Kociancic,

$1,452,500 for Mr. Williamson, and $1,145,000 for Mr. Karmilowicz, as reported in the Summary Compensation Table.

In the event of the death or disability of any of the NEOs, the restrictions on restricted shares lapse. The following table

lists the value of equity awards for each Named Executive Officer at the NYSE closing price of $353.58 at year-end 2023

as if all vested on December 30, 2023, with PSU values determined based on 100% of target performance. For PSU, in

the event of death or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the

participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed

installment periods would be the date that is 60 days following the date of the death or disability. The remaining shares

would be settled between the certification of the performance and the March 15th of the calendar year following the last

performance period.

The number of shares that would be delivered in the event of an executive’s retirement at age 65 or death or disability is

valued as of December 31, 2023 in the table below.


Name	PSU	Restricted Shares	Total
Juan C. Andrade	$8,414,793	$9,615,608	$18,030,401
Mark Kociancic	$2,004,345	$5,926,708	$7,931,053
Jim Williamson	$1,539,067	$3,057,406	$4,596,473
Mike Karmilowicz	$1,461,758	$2,501,225	$3,962,983
Gail Van Beveren	$794,546	$1,474,782	$2,269,328

Termination or Change of Control

As described above, each of the Named Executive Officers is a participant in the Company’s Senior Executive CIC Plan.

Payments are made under the plan to the respective Named Executive Officer if he or she suffers a covered termination

of employment within two years following a change in control. The table below gives a reasonable estimate of what

Employment, Change of Control and Other Agreements

2024 Proxy Statement 76

might be paid to each Named Executive Officer in the event of a covered termination of employment on December 31,

2023, based on the plan terms in effect at that time.

The employment agreements entered into by Messrs. Andrade, Kociancic, Williamson, and Karmilowicz separately

address payments that may be made and benefits continued in the event of a termination without due cause or

resignation for good reason, outside of a change in control, as defined in the respective agreements. Payments to Mr.

Mukherjee are pursuant to his Transition Agreement (and disclosure in the table below is limited to the payments and

benefits to which he became entitled on his termination of employment on July 3, 2023).


Name	Incremental Benefit	Termination Without Cause or Resignation for Good Reason		Termination Following Change in Control
Juan C. Andrade	Cash Payment	$4,500,000	(1)	$10,125,001	(5)
	Restricted Stock Value	$2,714,080	(2)	$9,615,608	(6)
	PSU Value	$5,520,741	(3)	$8,414,793	(7)
	Benefits Continuation	$60,290	(4)	$43,000
	Pension Enhancement			$1,474,000
	Total Value	$12,795,111		29,672,402	(8)
Mark Kociancic	Cash Payment	$3,356,200	(1)	$3,879,688	(5)
	Restricted Stock Value	$2,242,051	(2)	$5,926,708	(6)
	PSU Value	$1,340,322	(3)	$2,004,345	(7)
	Benefits Continuation	$30,145	(4)	$43,000
	Pension Enhancement			$597,000
	Total Value	$6,968,718		12,450,741	(8)
Jim Williamson	Cash Payment	$3,132,500	(1)	$3,406,462	(5)
	Restricted Stock Value	$965,273	(2)	$3,057,406	(6)
	PSU Value	$998,443	(3)	$1,539,067	(7)
	Benefits Continuation	$30,520	(4)	$43,000
	Pension Enhancement			$461,000
	Total Value	$5,126,736		8,506,935	(8)
Mike Karmilowicz	Cash Payment	$2,745,000	(1)	$3,453,290	(5)
	Restricted Stock Value	$783,887	(2)	$2,501,225	(6)
	PSU Value	$946,592	(3)	$1,461,758	(7)
	Benefits Continuation	$30,478	(4)	$43,000
	Pension Enhancement			$526,000
	Total Value	$4,505,957		7,985,273	(8)
Gail Van Beveren	Cash Payment	$468,000	(1)	$1,759,231	(5)
	Restricted Stock Value	$	(2)	$1,474,782	(6)
	PSU Value	$	(3)	$794,546	(7)
	Benefits Continuation	$1,675	(4)	$—
	Pension Enhancement			$423,000
	Total Value	$469,675		4,451,559	(8)
Sanjoy Mukherjee	Cash Payment	$2,600,000	(1)	$—	(5)
	Restricted Stock Value	$887,520	(2)	$—	(6)
	PSU Value	$1,557,152	(3)	$—	(7)
	Benefits Continuation	$2,667	(4)	$—
	Pension Enhancement			$—
	Total Value	$5,047,339			(8)

Employment, Change of Control and Other Agreements

2024 Proxy Statement 77

(1)Pursuant to the terms of the Mr. Andrade’s employment agreement, he would be paid a separation allowance in equal installments over a 24 month

period equal to two times his base salary. In accordance with their respective employment agreements in each of Messrs. Mukherjee, Karmilowicz,

Kociancic, and Williamson would be paid two times his base salary over a 12 month period. All would receive any annual incentive bonus earned but

not yet paid for the completed full fiscal year prior to termination. Ms. Van Beveren is entitled to a cash severance payment equal to 52 weeks of base

salary under the Everest Reinsurance Severance Plan for United States employees. For Mr. Mukherjee, this amount includes two times his base salary

and a one-time payment of $1,300,000 payable in 2025 pursuant to the terms of his Separation Agreement.

(2)Pursuant to the terms of the Named Executive Officer’s employment agreement, unvested restricted stock will continue to vest in accordance with its

terms in the 12 month period following termination for Messrs. Karmilowicz, Kociancic, Mukherjee and Williamson. For Mr. Andrade, unvested stock

would continue to vest for only the portions related to his initial $10 million equity grant. As described above, in connection with Mr. Mukherjee’s

termination of employment, 601 restricted shares scheduled to vest on November 19, 2024 were canceled in exchange for a cash payment of

$205,464 based on the Company’s stock price as of Mr. Mukherjee’s Separation Date.

(3)Under the terms of their respective employment agreements, Messrs. Andrade, Kociancic and Williamson would receive the PSU installments pursuant

to any performance goals achieved prior to departure from the Company. The remaining PSU installments would vest pursuant to the terms of the

Performance Stock Unit Award Agreement and, for purposes of this table, are valued at 100% of target performance. Similarly, for Mr. Mukherjee,

following his employment termination on July 3, 2023, his PSU remains outstanding subject to achievement of applicable performance goals.

(4)Pursuant to the terms of their respective employment agreements, Messrs. Andrade, Kociancic, Williamson and Karmilowicz shall continue to

participate in the disability and life insurance programs until the earlier of a certain number of months or until he becomes eligible for comparable

benefits provided by a subsequent employer,and he will receive a cash payment to enable him to pay for medical and dental coverage for a certain

number of months. For Mr. Andrade, the number is 24, for Messrs. Karmilowicz, Kociancic and Williamson, it is 12. Under his Transition Agreement, Mr.

Mukherjee received a cash payment for dental COBRA benefits for 12 months totaling $2,529 and $138 for a Company Credit benefit carried over from

Prudential Re that offset the cost of medical benefits.

(5)The Senior Executive CIC Plan provides for a cash payment that equals the average of the executive’s salary and bonus for the previous three years

times a factor assigned by the Board. The factor is 2.0 for Messrs. Karmilowicz, Kociancic, and Williamson and 2.5 for Mr. Andrade.

(6)The unvested equity awards for each Named Executive Officer are valued at the NYSE closing price of $353.58 at 2023 year end as if all vested on

December 31, 2023. PSU amounts are valued based on target measures.

(7)In the event of a Change in Control, the Company may elect to continue the Performance Stock Awards subject to the 2020 Stock Incentive Plan and

Performance Stock Unit Award Agreement. According to the award agreement, completed installments are valued according to the actual

achievement factor, and the remaining installments are valued at the target performance (100%).

(8)The Senior Executive CIC Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially

result in a reduced figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the

Company. Under the provision, in the event of an excess parachute payment that triggers the excise tax, payments and benefits are reduced to avoid

an excess parachute payment only if doing so results in a higher after-tax benefit to the participant.


Equity Compensation Plan Information
	Column A	Column B	Column C
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, of warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column A)
Equity Compensation Plans Approved by Shareholders
2020 Stock Incentive Plan	53,87516	N/A	729,704
2010 Stock Incentive Plan*	0	N/A	1,745,071
2002 Stock Incentive Plan*	0	N/A	1,033,224
2009 Non-Employee Director Equity Compensation Plan	0	N/A	34,617
2003 Non-Employee Director Equity Compensation Plan	0	N/A	271,245
Equity Compensation Plans Not Approved by Shareholders
None

*Plan is currently inactive

Employment, Change of Control and Other Agreements

2024 Proxy Statement 78

16 Includes outstanding performance share units as of December 31, 2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

PARTICIPATION

During 2023, the Compensation Committee was comprised of John J. Amore, William F. Galtney, Jr., John A. Graf, Meryl

Hartzband, Gerri Losquadro, Hazel McNeilage and Roger M. Singer, all of whom are Non- Employee Directors of the

Company and none of whom is or has been an officer of the Company. No Compensation Committee interlocks existed

during 2023.

Compensation Committee Interlocks and Insider Participation

2024 Proxy Statement 79

PROPOSAL NO. 2—APPOINTMENT OF INDEPENDENT AUDITORS

The Board recommends that you vote FOR the appointment of KPMG, an independent registered public accounting

firm, as the Company’s independent auditor for the fiscal year ending December 31, 2024 and the authorization of the

Board acting by the Audit Committee of the Board to determine the independent auditor’s remuneration. Proxies will be

so voted except to the extent that shareholders specify otherwise in their proxies.

The Audit Committee has evaluated the qualifications and independence of KPMG and has recommended their

appointment as the Company’s independent auditor for the fiscal year ending December 31, 2024. In making its

recommendation, the Audit Committee has reviewed both the audit scope and estimated fees for professional services

for the coming year. Representatives of KPMG will be present at the 2024 Annual General Meeting, will have the

opportunity to make a statement if they so desire and will be available to respond to appropriate questions from

shareholders.

On June 2, 2023, the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company

completed a competitive process to determine the Company’s independent registered public accounting firm for the

fiscal year ending December 31, 2024. Following that process, on June 2, 2023, the Company informed

PricewaterhouseCoopers LLP (“PwC”) that it was being dismissed as the Company’s independent registered public

accounting firm for the 2024 fiscal year. PwC continued as the Company’s independent registered public accounting firm

for the fiscal year ending December 31, 2023.

The reports of PwC on the Company’s consolidated financial statements for the two most recent fiscal years ended

December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were

they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2022 and December 31, 2021, and during the

subsequent interim period through June 2, 2023, there were (1) no disagreements with PwC on any matter of accounting

principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not

resolved to the satisfaction of PwC would have caused PwC to make reference to the subject matter of the

disagreements in connection with its reports, and (2) no reportable events of the type listed in paragraphs (A) through

(D) of Item 304(a)(1)(v) of Regulation S-K.

The Company provided PwC with a copy of its disclosures prior to its filing with the Securities and Exchange Commission

(“SEC”) and requested that PwC furnish the Company with a letter addressed to the SEC stating whether or not PwC

agrees with the above statements. The letter from PwC was filed as Exhibit 16.1 to the Company’s Current Report on

Form 8-K filed on June 2, 2023.

Proposal No. 2 – Appointment of Independent Auditors

2024 Proxy Statement 80

PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE ON

EXECUTIVE COMPENSATION

The Board recommends that you vote FOR the non-binding advisory approval of the Named Executive Officers’

compensation. Proxies will be so voted except to the extent that shareholders specify otherwise in their proxies. Proxies

given by beneficial holders to shareholders of record may not be so voted unless beneficial holders specify a vote in

their proxies.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables shareholders

to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executive Officers as

disclosed in this Proxy Statement in accordance with the rules of the SEC.

As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis”, the

Company’s executive compensation program is designed to attract, reward and retain talented executives whose

abilities are critical to the success of the Company and its long-term goals of profitability and strong shareholder returns.

Please read the “Compensation Discussion and Analysis” discussion for additional details about our executive

compensation programs, including information about the fiscal year 2023 compensation of our Named Executive

Officers.

Shareholders are being asked to indicate their support for the Company’s Named Executive Officer compensation as

described in this Proxy Statement, which includes the “Compensation Discussion and Analysis” section and the

compensation tables and related narrative disclosure. This proposal, commonly known as a “say-on-pay” proposal, gives

shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not

intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named

Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board

recommends that you vote “FOR” on an advisory basis the compensation of the Named Executive Officers.

You have the opportunity to vote for, against or abstain from voting on the following resolution related to executive

compensation:

RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402

of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is

hereby APPROVED.

The say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or the

Board. However, the Board and the Compensation Committee value the opinions of the Company’s shareholders and

will review the voting results and consider shareholder concerns.

Proposal No. 3 - Non-Binding Advisory Vote on Executive Compensation

2024 Proxy Statement 81

MISCELLANEOUS—GENERAL MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, as well as persons who

beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of

ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than ten

percent shareholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based solely on the Company’s review of the copies of the forms it has received and representations that no other

reports were required, the Company believes that all of its executive officers and directors have filed with the SEC on a

timely basis all required Forms 3, 4 and 5 with respect to transactions during fiscal year 2023.

Shareholder Proposals for the 2025 Annual General Meeting of Shareholders

To be considered for inclusion in the Company’s Proxy Statement and Proxy Card relating to the 2025 Annual General

Meeting of Shareholders, a shareholder proposal must be received by the Secretary of the Company in proper form at

the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, no later than

December 16, 2024. If the shareholder proposal relates to a nomination for director, then the proposal must be made in

accordance with the procedures set forth in Bye-law 12 and discussed in the section titled “Nominating and Governance

Committee.” This Bye-law is available on the Company’s website or by mail from the Corporate Secretary’s office.

Proxy Solicitations

The expense of this proxy solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be

solicited in person or by telephone, facsimile or mail by directors or officers who are employees of the Company without

additional compensation. Georgeson LLC will provide solicitation services to the Company for a fee not to exceed

$9,000 plus out-of-pocket expenses. The firm will solicit proxies by personal interview, telephone, facsimile and mail. The

Company will, on request, reimburse shareholders of record who are brokers, dealers, banks or voting trustees, or their

nominees, for their reasonable expenses in sending proxy materials and annual reports to the beneficial owners of the

shares they hold of record.

Transfer Agent and Registrar

The Company has appointed Computershare Trust Company, N.A. to serve as transfer agent, registrar and dividend

paying agent for the Common Shares. Correspondence relating to any share accounts or dividends should be

addressed to:

Computershare Investor Services

P.O. BOX 43006

Providence, RI 02940-3006

Overnight correspondence should be sent to:

Computershare Investor Services

150 Royall St., Suite 101

Canton, MA 02021

(877) 373-6374 (Shareholder Services – Toll Free)

(781) 575-2725 (Shareholder Services)

All transfers of certificates for Common Shares should also be mailed to the above address.

By Order of the Board of Directors

Juan C. Andrade

President & CEO

April 12, 2024

Miscellaneous – General Matters

2024 Proxy Statement 82

Seon Place, 4th Floor

141 Front Street

Hamilton, HM 19 Bermuda

Everest Re (EG) DEF 14ADefinitive proxy