EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This compensation discussion and analysis provides information about the material elements of compensation paid or awarded to, or earned by, our “named executive officers”, also referred to as the “NEOs”, who consist of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers, for fiscal year 2020. On August 6, 2020, the Company entered into an Agreement and Plan of Merger, by and among the Company, Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius Group”), and Yoga Merger Sub Limited, a Bermuda exempted company and a wholly-owned subsidiary of the Company (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Sirius Group, with Sirius Group surviving as a wholly-owned subsidiary of the Company (the “Merger”). This section also discusses the impact of the Merger and other actions taken after the end of fiscal year 2020 to the extent that such actions could affect a fair understanding of the NEOs’ compensation for 2020.

Our NEOs for fiscal year 2020 were the following executive officers who served during fiscal year 2020 and prior to the Merger:

•Daniel V. Malloy, Chief Executive Officer of the Company; Chief Executive Officer of Third Point Reinsurance Company Ltd. (“Third Point Re BDA”).

•Christopher S. Coleman, Chief Financial Officer of the Company; Chief Operating Officer of Third Point Re BDA.

•Nicholas J. D. Campbell, Chief Risk Officer of the Company; Executive Vice President, Underwriting of Third Point Re BDA.

•David E. Govrin, President of Third Point Reinsurance (USA) Ltd. (“Third Point Re USA”).

•David W. Junius, Chief Operating Officer of the Company; Chief Operating Officer of Third Point Re USA.

Subsequent to the end of fiscal year 2020, in connection with and, in each case effective as of the closing of the Merger, several key changes have been made with respect to our senior leadership team. As previously disclosed in the Company’s Current Report on Form 8-K, filed on February 22, 2021, these changes include:

•Mr. Sankaran was appointed as Chief Executive Officer of the Company.

•Mr. Malloy has ceased to serve as Chief Executive Officer of the Company and has transitioned to the role of President, Global Distribution and Head of Runoff;

•Mr. Coleman has ceased to serve as Chief Financial Officer of the Company and has transitioned to the role of Chief Accounting Officer;

•Mr. Campbell has ceased to serve as Chief Risk Officer and EVP, Underwriting of the Company and has transitioned to the role of Global Head of Specialty;

•Mr. Govrin has ceased to serve as President of Third Point Re USA and has transitioned to the role of Global Chief Underwriting Officer and President, Americas Reinsurance; and

•Mr. Junius has ceased to serve as Chief Operating Officer of the Company and has transitioned to the role of Chief Financial Officer of the Company.

The list of current executive officers and current titles is set forth above under the heading “Board of Directors, Executive Officers and Corporate Governance—Executive Officers.”

Executive Summary

SiriusPoint’s 2020 Compensation Highlights

SiriusPoint’s fiscal 2020 executive compensation program was designed to be consistent with its executive compensation principles, pay-for-performance philosophy and commitment to sound corporate governance, as summarized below.

•Significant Majority of NEOs’ Direct Compensation was At-Risk Compensation. The graphics below show that the fiscal 2020 target direct compensation for each NEO was weighted toward at-risk, variable incentive awards (in the form of both short-term cash incentives and longer-term equity incentives).

•Provided Retention Incentives to Senior Executives, including the NEOs, to Retain Talent. After consultation with Mercer, the Compensation Committee’s independent consultant, and outside counsel, the Compensation Committee took action to provide long-term retention incentives to certain employees of the Company in connection with the Merger, including certain of the NEOs, pursuant to the Retention Program described below.

•No Covid-19 Changes. We did not make any COVID-driven changes to our compensation program structure, metrics or targets.

•Managed Significant Executive Team Transitions. Before and after signing the Merger Agreement, our executive team devoted substantial effort to establishing a stable management structure to prepare for the critical post-Merger integration period.

2020 Target Compensation Pay Matrix*

*The graphics above display the annual direct compensation program applicable to our NEOs, which includes base salary, annual cash incentive and long-term incentive compensation.

Results of Say-on-Pay Vote and Frequency of Say-on-Pay Outcomes

The Compensation Committee considers the outcome of shareholder advisory votes on executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation programs. At our 2018 annual meeting of shareholders, our shareholders approved the compensation paid to our NEOs in a non-binding advisory vote. Approximately 98% of the shareholders who voted on the proposal voted in favor of the proposal. The Compensation Committee believes the results conveyed support for the philosophy, strategy and objectives of our executive compensation program.

At our 2015 annual general meeting, our shareholders voted, on an advisory basis, to hold future advisory votes to approve executive compensation every three years. In accordance with our shareholders’ recommendation, our Board determined to include an advisory shareholder vote on executive compensation in its proxy materials every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation which “say on frequency” vote will occur at this Annual General Meeting. As discussed below under “Proposal 3—Advisory Vote on Say on Frequency,” the Board recommends that shareholders vote for an annual advisory vote to approve executive compensation.

Compensation Philosophy and Objectives

In 2020, the Compensation Committee used its Total Rewards Strategy to review, approve and oversee the Company’s executive compensation practices. The Company’s Total Rewards Strategy is to offer compensation, reward and benefit programs to executives that align with the following principles and objectives:

•Enable the Company to attract and retain superior talent, which we believe is critical to the Company’s performance;

•Provide compensation and benefits packages that are competitive with other peer companies operating in the reinsurance industry, with rewards consisting of base salary, an annual cash incentive award, a long-term incentive opportunity, certain perquisites and retirement, health and welfare benefits;

•Support a high-performance environment by linking pay with performance to achieve the Company’s objective to grow the business and deliver superior returns to its investors. As a result, the majority of executive pay is contingent on the actual results achieved;

•Motivate superior performance and strengthen the connection between pay and results by developing compensation programs that reward success both at the Company and on the individual level;

•Provide a competitive total compensation opportunity: our total cash compensation (base plus annual cash incentive) should reflect market compensation levels and total direct compensation (base, annual cash incentive, and long-term incentives) will target above the 50th percentile, assuming the individuals and the Company perform well and deliver value to shareholders;

•Determine eligibility for variable pay (annual as well as long-term incentives) largely based on competitive norms with exceptions being made from time to time in specific circumstances or for high-potential key employees;

•Support a long-term focus for executives and other key employees that appropriately balances retention and alignment with shareholder interests;

•Encourage conversations about performance and development;

•Integrate compensation and reward systems with performance management and career development programs to ensure that employees know what it takes to be successful at the Company and to help align performance goals at every level; and

•Provide clear information about pay practices and communicate openly about pay.

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation and benefits of our executive officers and directors, hiring compensation consultants, administering our employee benefit plans, authorizing and ratifying equity grants and other incentive arrangements, and authorizing employment and related agreements.

Our Chief Executive Officer makes compensation recommendations to the Compensation Committee with respect to our NEOs, other than himself, including recommendations for salary adjustments, annual cash incentives and long-term incentive awards for review, feedback and approval.

Peer Group

In connection with compensation decisions for 2020, the Compensation Committee referred to the peer group developed in 2018 (the “Peer Group”) by the Compensation Committee’s independent consultant, Mercer (US) Inc. (“Mercer”).

In selecting companies for our Peer Group, the Compensation Committee considers companies that meet one or more of the following peer group selection criteria:

•approximate to the Company’s scope of business and that of its subsidiaries, including revenue and market capitalization,

•similar to the Company in the importance to their business of capital allocation, investments and risk management,

•competitive with the Company for a comparable pool of talent, and

•reflective of the Company’s global presence.

The companies in the Peer Group, which list does not reflect subsequent merger and acquisition activity, are as follows: Argo Group International Holdings Ltd., Aspen Insurance Holdings Ltd., EMC Insurance Group Inc., Enstar Group Limited, Global Indemnity Limited, Greenlight Capital Re Ltd., James River Group Holdings, Ltd., Maiden Holdings Ltd., National General Holdings Corp., Navigators Group Inc., ProAssurance Corporation, RenaissanceRe Holdings Ltd., RLI Corp., State Auto Financial Corporation, and White Mountains Insurance Group Ltd.

During 2020, the Compensation Committee retained Mercer to advise on a variety of executive compensation matters, including a review of the Company’s executive compensation structure and design in connection with the Merger. Any changes to the Company’s compensation program design resulting from this analysis (including use of a new post-Merger peer group) generally will be implemented in 2021.

Elements of our Executive Compensation Program

During 2020, the compensation packages for our NEOs consisted primarily of salary, short-term incentive compensation, long-term incentive compensation, certain perquisites and retirement, health, and welfare benefits.

Set forth below is a discussion of each of these elements of total compensation, the reason that we provide each element, and how that element fits into our overall compensation philosophy. Each element of the Total Rewards Strategy offers something of value to executives, and incentivizes different desired behaviors and business results for the Company.

Base Salary

The primary function of base salary is to provide base compensation for executives’ ongoing performance of job responsibilities throughout the year.

•Base pay reflects sustained individual performance, contribution, and relative value, as well as competitive market practice.

•Base pay adjustments are neither guaranteed nor automatic. Base pay adjustments are intended to be clear performance messages and to make meaningful distinctions for above-average performers.

•Below-average performers do not receive base pay increases and are subject to corrective action.

•Average performers receive average or even below-average increases with consideration given to the incumbent’s position in the market or the established salary range.

•Above-average performers receive above-average increases with consideration given to the incumbent’s position in the market or established range for the role.

The minimum base salary for each of our active NEOs is set pursuant to their individual employment agreements or offer letters with the Company. Base salaries are reviewed on a periodic basis.

The table below sets forth the 2020 base salary for each of our NEOs as compared to the prior year.

*Mr. Junius commenced employment with the Company, as Chief Operating Officer, on October 1, 2020.

On February 27, 2020, the Compensation Committee approved increases in the base salaries of Messrs. Malloy, Coleman, and Campbell to $850,000, $520,000 and $505,000, respectively, effective April 1, 2020. The Compensation Committee did not approve any other changes to base salaries for our NEOs in 2020. The increase to

Mr. Malloy’s base salary was determined by the Compensation Committee in connection with his appointment as Chief Executive Officer of the Company. The increases to base salaries for Messrs. Coleman and Campbell were determined by the Compensation Committee in connection with discussions the Compensation Committee had with its independent compensation consultant regarding Peer Group data. The base salaries paid to each of our NEOs in 2020 is reflected in the “Summary Compensation Table” under the “Salary” column.

Annual Cash Incentive Pay    

The purpose of annual cash incentive pay is to reward performance during the year based upon the achievement of individual and business goals. We believe that annual cash incentives benefit the Company as follows:

•Directly support the Company’s high-performance environment by providing executive officers with clear opportunities for performance-based rewards;

•Focus executive officers on achieving the annual financial goals of the Company by paying rewards to the extent that goals are fulfilled;

•Recognize how individuals have performed in meeting their established goals for the year, which are above and beyond their regular job duties; and

•Subject to the amount of the overall annual cash incentive pool, exceptional performance can increase the cash incentive payout while individual performance below expectations can reduce such payout.

Performance metrics are set based on the measures that the Compensation Committee determines are necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee’s judgment.

The formula to compute the annual cash incentive pool (described below) creates an annual cash incentive pool but not individual awards. The 2020 annual cash incentive pool was allocated to NEOs by the Compensation Committee upon the recommendation of our former Chief Executive Officer, Mr. Malloy, based on how each executive performed relative to his or her individual annual goals, and to the Chief Executive Officer based on the Compensation Committee’s evaluation of the performance of the Chief Executive Officer in light of previously established goals and objectives.

Annual Cash Incentive Plan for 2020

All of our NEOs participated in our 2020 annual cash incentive plan (the “Annual Incentive Plan”).

Under the Annual Incentive Plan for 2020, the total annual cash incentive pool is calculated by applying an annual cash incentive factor to 75% of the eligible base salaries included in the Annual Incentive Plan. The factors were:

▪the Company's annual Return on Equity (“ROE”) (20%),

▪the Company's Combined Ratio (60%), and

▪the Company’s strategic objectives (20%).

The factors have evolved over time to reduce the impact of the investment returns and to introduce a strategic component for the first time in 2020. At target, the ROE portion of the pool funds at 15% of salaries (30% at maximum), the Combined Ratio portion of the pool funds at 45% of salaries (90% at maximum), and the strategic component of the pool funds at 15% of salaries (30% at maximum). The maximum funding level of the Company’s 2020 annual cash incentive pool in the aggregate is 150% of total base salaries included in the pool. Funding resulting from the strategic component of the pool is determined by the Compensation Committee, in its discretion, based on the achievement of applicable strategic goals.

The following chart details the annual cash incentive pool funding under the Company’s Annual Incentive Plan for 2020 at threshold, target, and maximum levels as a percentage of paid salaries for each performance metric.  Annual

cash incentive pool funding levels as a percentage of salaries for performance levels between threshold and target, and between target and maximum, are determined by linear interpolation.

In respect of the strategic component, the following objectives were established by the Compensation Committee in determining the contribution of funding to the pool:

•Enhancement of the Company's underwriting performance through integration of new business lines and teams, pursuit of strategic investments in order to broaden underwriting distribution, and identification of unique opportunities for profitable premium growth;

•Continuing expansion of the property catastrophe and specialty catastrophe lines of business;

•Optimization of expense controls while continuing to make necessary investments in order to achieve strategic objectives;

•Improving rating profile with A.M. Best Company, Inc.;

•Optimization of capital management to maximize improvement in performance metrics; and

•Optimization of the investment portfolio structure, analytics and overall investment performance through the Company’s relationship with Third Point LLC.

On August 6, 2020, the Compensation Committee established a minimum incentive payment factor threshold for 2020 of 75% to be applied to the target annual cash incentive pool of 75% of eligible base salaries participating in the Annual Incentive Plan. This minimum incentive payment factor threshold was established as part of the retention program (“Retention Program”) as a retention tool and to incentivize key employees to focus on the successful closing of the Merger and related integration efforts. This change did not represent a specific guaranteed annual cash incentive payment to any one employee or otherwise change the targets or performance goals and objectives under which NEO annual cash incentives would be paid (except as described below for Mr. Govrin).

The Company’s ROE, Combined Ratio and Strategic Score for 2020 were 10.1%, 110.3% and 5 (on a scale of 1 to 5, with 1 being low and 5 being high), respectively, resulting in an annual cash incentive pool of 51.6% of eligible salaries, or $4.9 million. However, as a result of the Retention Program, the annual cash incentive pool was set at 56.3% of eligible salaries, or $5.4 million, resulting in additional funding of $422,000.

Each NEO had a target annual cash incentive that was expressed as a percentage of each NEO’s respective salary for 2020. The targets for the annual cash incentives were determined by the Compensation Committee based on seniority level, role within the Company, experience level and past performance, as follows: 100% for Mr. Malloy; 85% for Mr. Coleman; 75% for Mr. Campbell; 75% for Mr. Govrin; and 75% for Mr. Junius.  In February 2021, the Compensation Committee approved an increase in Mr. Govrin’s target annual cash incentive percentage to 100% of base salary in connection with his promotion to Chief Underwriting Officer and President, Americas Reinsurance of the combined company following the Merger.

The total annual cash incentive pool was allocated to the NEOs by the Compensation Committee upon the recommendation of our former Chief Executive Officer, Mr. Malloy, based on the target annual cash incentive opportunity and the Compensation Committee’s assessment of the NEO’s individual performance relative to his or

her individual annual goals in 2020. Allocation to Mr. Malloy was based on the Compensation Committee’s evaluation of his performance in light of previously established goals and objectives. The following is a list of the material goals and objectives for 2020 considered by the Compensation Committee in making 2020 discretionary annual cash incentive determinations for our NEOs, none of which were assigned any particular weighting.

Daniel V. Malloy, Chief Executive Officer:

•Develop and execute corporate strategy and oversee all operations and business activities to ensure the Company’s results meet or exceed plan metrics and are consistent with the overall strategy of the Company;

•Assume the chief underwriting and key relationship management roles;

•In collaboration with the Board and executive management, develop a high-quality business strategy that is aligned with the Company’s short-term and long-term objectives;

•Lead and motivate the Company’s management team in its efforts to achieve Company goals;

•Develop new reinsurance opportunities and solutions that can be broadly applied to buyers of reinsurance and that further the Company’s goals with respect to underwriting profitability; and

•Support the transition to SiriusPoint and take a lead role in the integration process with Sirius Group.

Christopher S. Coleman, Chief Financial Officer of the Company and Chief Operating Officer of Third Point Re BDA:

•Manage the overall strategic objectives of the Company’s finance function;

•Develop strategies related to capital management and financial structuring in furtherance of overall Company goals;

•Address and resolve complex accounting, counter-party credit, collateral and tax issues arising in relation to reinsurance transactions and the Company’s group operations;

•As Chief Operating Officer for Third Point Re BDA (and Third Point Re USA via an intercompany services agreement), develop and implement operational initiatives related to underwriting, reserving, accounting and claims matters;

•Lead and manage the investor relations function for the Company group, including determination and execution of strategic approach to managing investor interests and oversight of outsourced investor relations consultants; and

•Manage the Company’s relationships with rating agencies and regulators.

Nicholas J. D. Campbell, Chief Risk Officer of the Company and Executive Vice President, Underwriting of Third Point Re BDA:

•As Chief Risk Officer, manage the strategic planning and direction of the Company’s enterprise risk management function, providing risk management advice across the Company, including the provision of quarterly, annual and ad-hoc risk reporting as required by the various interested constituencies;

•Continue to develop, refine and enhance the Company’s risk exposure capabilities with regard to identifying, assessing, monitoring and measuring individual, specific and aggregate risk exposures;

•Drive the determination of criteria for the Company group’s optimization of capital and risk allocation in relation to strategic transactions, rating agency and regulatory requirements, and key tactical decisions, with the objective of maximizing efficiency of capital allocation across the Company group; and

•As Executive Vice President, Underwriting, originate, underwrite and close reinsurance transactions with expected underwriting profitability.

David E. Govrin, President of Third Point Re USA:

•Lead and manage the Company’s U.S. operations;

•Originate and underwrite economically attractive deals; and

•Lead and manage business development function, including originating and executing small strategic investments.

David W. Junius, Chief Operating Officer of the Company and Third Point Re USA:

•Assume the role of Chief Operating Officer of the Company and Third Point Re USA;

•Plan, execute and oversee a successful integration of the Company and Sirius Group; and

•Lead, manage and oversee the strategic plan for the Company with the objective of maximizing efficiency and driving extensive and sustainable growth.

The chart below sets forth our NEO’s target cash incentive opportunity and the actual cash incentive paid to each NEO for fiscal year 2020.

The annual cash incentive paid for each of our NEOs as determined by the Compensation Committee based on the foregoing factors is reflected in the “Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column. Mr. Junius’s annual cash incentive was prorated to reflect his October 1, 2020 start date.

Annual Incentive Plan for 2021

In April 2021, the Compensation Committee approved the design and structure for our Annual Incentive Plan for 2021. The Annual Incentive Plan for 2021 includes changes to the performance metrics and payout ranges as compared to the Annual Incentive Plan for 2020. Similar to the 2020 plan, under the Annual Incentive Plan for 2021, a common annual incentive pool will be determined. The 2021 aggregate annual cash incentive pool will be determined 50% based on the Company’s annual Combined Ratio (subject to a CAT collar) and 50% based on achievement of strategic goals. A collar is a common tool used in our industry to limit the impact of material catastrophes (or absence of catastrophes in a given year), either negative or positive, on incentive compensation based on a Combined Ratio target. Actual catastrophe losses will be compared to budgeted catastrophe loads with a maximum load. Similar to the Annual Incentive Plan for 2020, individual payout amounts will be determined based on the achievement of both Company performance metrics and individual performance measures. Expense metrics reflected in the Combined Ratio exclude certain corporate general and administrative and restructuring expenses for 2021 incurred in connection with the Merger. We believe that these changes reflect the volume of strategic work that will be required to merge and integrate the Company and Sirius Group into a combined company following the Merger.

The maximum funding level of the Company’s 2021 annual cash incentive pool in the aggregate remains at 150% of salaries. The determination of funding in relation to the strategic component of the pool will continue to be at the discretion of the Compensation Committee. As in prior years, individual annual cash incentive payouts for the NEOs under the Annual Incentive Plan for 2021 will be determined by the Compensation Committee based on the overall annual cash incentive pool, the target annual cash incentive opportunity and how each NEO has performed relative to his or her individual annual goals in 2021.

Long-Term Incentives

The purpose of long-term incentives is to align the interests of employees with shareholders through meaningful equity participation and long-term ownership. The program can generate significant payments when executives drive the Company to achieve long-term results.

•Long-term incentives aim to balance a short-term performance focus. Executives should be focused on achievement of the Company’s long-term strategic objectives. Through long-term incentives, we encourage executives to balance their decision-making to promote strong Company performance over the long term.

•Long-term incentive awards should reflect market-competitive compensation levels. Individual grants vary based on individual performance, which reward individual achievement as well as long-term corporate performance.

•The mix of long-term incentives will vary by role and level in the Company to appropriately balance retention, the drive for long-term growth in shareholder value, and the individual’s ability to contribute to value creation.

•The Company may use a variety of equity plans from year to year to deliver long-term incentives.

Our long-term incentive program provides for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives. Equity awards are granted under our Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).

All grants of equity awards are evidenced by an individual award agreement between the Company and the individual.

Long-Term Incentives Awarded in 2020

In fiscal year 2020, all awards were made in the form of restricted shares, a portion of which vests based on continued service, and a portion of which vests subject to the achievement of performance goals tied to our combined ratio over a three-year calendar year period. In 2020, awards to our Chief Executive Officer, Chief Financial Officer and Chief Risk Officer were weighted 75% performance-based restricted shares and 25% time-vesting restricted shares. For all other NEOs, the weightings were 50% performance-based restricted shares and 50% time-vesting restricted shares.

•Performance-based restricted shares. The Compensation Committee established the performance criteria for restricted shares subject to performance conditions granted in fiscal year 2020 to our NEOs (other than Mr. Junius, who joined the Company late in 2020) to be based on a target combined ratio for the three-year performance period ending December 31, 2022. The combined ratio would be determined as defined and reported in our Annual Report on Form 10-K (“Combined Ratio”). The Compensation Committee set the Combined Ratio as the performance goal because it believes that this metric aligns with the Company’s focus on improving its underwriting performance and writing higher margin business. In light of the Company’s property and specialty catastrophe portfolios, the Compensation Committee added a “collar” to provide a minimum and maximum amount of catastrophe (“CAT”) losses that can be contributed to any one year’s Combined Ratio during the performance period. A minimum deemed amount of CAT losses will be included in each year’s Combined Ratio and any actual CAT losses above the maximum cap in a given year will be excluded from that year’s Combined Ratio. The intention of the collar is to mitigate a scenario where actual CAT losses in a single year could either unduly benefit or eliminate the full value of the relevant three-year performance period. The introduction of a collar of this type, which is common among our Peer Group, encourages prudent risk taking while recognizing the inherent volatility of a CAT portfolio.

Achievement of the target Combined Ratio for the three-year performance period will result in 100% target award vesting. Achievement of a Combined Ratio exceeding the target for the three-year performance period will result in

up to 150% of target award vesting. At the time the awards were granted, the Compensation Committee approved a threshold Combined Ratio for the three-year performance period.

•Time-vesting restricted shares. In fiscal year 2020, the Compensation Committee also granted time vesting shares to each of our NEOs (other than Mr. Junius), with no performance condition other than continued service, which would vest in equal annual installments on the first three anniversaries of the grant date. These restricted shares will fully vest on February 27, 2023.

Awards under our long-term incentive program were made to our NEOs (other than Mr. Junius) in February 2020 and are reflected in the Grants of Plan-Based Awards for Fiscal Year 2020 table. The number of restricted shares granted to each of these NEOs was determined by the Compensation Committee. Share awards are determined in relation to an individual’s performance, contributions to the Company’s operations and results and the individual’s total compensation. Awards are not based on a scheduled allocation of shares. In determining the individual grant levels, the Compensation Committee considered the compensation of each of the NEOs as compared to comparable positions in the market survey data, individual performance factors, and the recommendation of the Chief Executive Officer.

CEO promotion award. In connection with his appointment as Chief Executive Officer, Mr. Malloy received a one-time award of restricted shares on May 5, 2020, with a grant date fair value of $87,503. The time-vesting restricted shares will vest in equal annual installments on the first three anniversaries of the grant date, subject to Mr. Malloy’s continued employment through the applicable vesting dates. The performance-based restricted shares will vest based on the achievement of performance goals tied to our Combined Ratio over a three-year performance period.

COO sign-on award. In connection with his appointment as Chief Operating Officer, Mr. Junius was granted a one-time award of restricted shares on October 1, 2020 with a grant date fair value of $1,500,000. The restricted shares will vest in equal annual installments on the first five anniversaries of the grant date, subject to Mr. Junius’s continued employment through the applicable vesting dates. Mr. Junius will participate in the Company’s annual long-term incentive grant program commencing in 2021.

Retention Program. On August 6, 2020, the Compensation Committee determined that, with respect to performance-based restricted shares granted in 2018, 2019 and 2020, the performance would be deemed to be achieved at the target levels of performance at the end of the applicable performance period, as previously disclosed in the Company’s Current Report on Form 8-K previously filed on August 10, 2020. In connection with the Merger, the Compensation Committee determined to implement a Retention Program to encourage retention of its key employees and to preserve the value of the Company for the benefit of its existing and future shareholders. The Retention Program was designed to be a cost-effective solution because it leveraged the Company’s existing long-term incentive grants while supporting the Company’s retention objectives to retain critical executives during a time of transition.

Following the Merger, in April 2021, the Compensation Committee determined that it was in the best interest of the Company to change the current long-term incentive plan design so that a long-term incentive design could be implemented that is aligned with the strategy of the combined company following the Merger. In connection with this determination, the performance-based restricted shares granted in 2019 and 2020 that were converted into time-based restricted shares based on target levels of performance were subjected to a delayed vesting schedule, described in greater detail below.

Under the revised vesting schedule, incremental number of 2019 awards in excess of the number earned based on actual performance through December 31, 2020 will vest, based on continued employment, in March 2023. The incremental number of 2020 awards in excess of the number earned based on actual performance through December 31, 2020 (e.g., the target number of such awards), will vest, based on continued employment, 50% in March 2023 in accordance with the original vesting schedule, with the remaining 50% vesting in March 2024. Vesting of performance-based restricted shares granted in 2018 and vesting in 2020 are discussed further below.

Long-Term Incentives Vesting Based on 2018-2020 Performance

Performance-based restricted shares granted in 2018 vested based on Underwriting Return Ratio (“URR”).  URR is defined as (a) net premiums earned by our Property and Casualty segment minus adjusted underwriting expenses, plus a portion of our investment income as previously defined, divided by (b) such net premiums earned. The URR applies to the underwriting results of our Property and Casualty reinsurance segment. It is a combined ratio calculation, modified to include general and administrative costs that are not customarily included in the combined ratio, as well as investment income on the float generated by underwriting operations calculated using a fixed investment return of 4%, as if that float had been invested in a medium-term, investment grade bond portfolio. For awards granted in 2018, a URR of 102% would have resulted in 100% target award vesting. A URR of 97% or better will result in 150% of target award vesting (100% of maximum award). As noted above, the Compensation Committee determined in connection with the Retention Program that, with respect to performance-based restricted shares granted in 2018, the performance was deemed to be at the target levels of performance at the end of the performance period.

URR for the three-year performance period ending December 31, 2020, was 103% which would have resulted in 89.7% of the target award performance-based restricted shares vesting. However, pursuant to the Retention Program, performance for such restricted shares was deemed at the target level of performance and 100% of the target award performance-based restricted shares granted in 2018 was earned. As a result, Messrs. Malloy, Coleman, Campbell, and Govrin have earned 42,705, 35,587, 21,352, and 21,352, respectively, of their performance-based restricted shares granted in 2018. The restricted shares earned became vested on March 1, 2021.

Long-Term Incentives Awarded in 2021

In connection with the closing of the Merger, in April 2021, the Compensation Committee approved changes to the design of the Company’s long-term incentive program for 2021, including the performance metrics, achievement and vesting ranges, and mix of long-term incentives for the program. We believe that these changes will align the interests of our NEOs with those of our shareholders, and help us incentivize and retain key employees of the combined company in the critical integration period following the closing of the Merger. In April 2021, the Compensation Committee granted long-term incentives under this new program design to each of our NEOs, with a target mix of awards comprised of (i) 25% in the form of time-based restricted stock units or restricted shares (based on the applicable tax jurisdiction of the NEO), (ii) 50% in the form of performance-based restricted stock units or restricted shares and (iii) 25% in the form of options to purchase shares of the Company.

For the performance-based restricted shares granted in April 2021, the Compensation Committee determined that a single performance metric, Tangible Book Value Per Share Growth (“TBVPS Growth”), was appropriate for the 34-month performance period beginning February 26, 2021, and ending December 31, 2023. This performance period is slightly shorter than the three-year performance periods historically used by the Company for performance-based awards. In order to more accurately capture performance of the combined company post-Merger, the pre-Merger portion of 2021 was excluded from the performance period. The portion of the 2021 awards actually earned will vest based on continued employment in April 2024.

TBVPS Growth is calculated by taking common shareholders’ equity, less goodwill and intangibles, divided by the total number of common shares outstanding at the end of the performance period, which is December 31, 2023, and dividing that number by the same calculation at the beginning of the period, which is February 26, 2021. This calculation is annualized for the 34-month period between the beginning and the end of the performance period. The Compensation Committee determined that TBVPS Growth was appropriate as the applicable performance metric, as it is generally accepted as a long-term indicator of value creation in the reinsurance sector.

Time-based restricted stock units or restricted shares granted to our NEOs in April 2021 will vest in equal annual installments on the first three anniversaries of the grant date, subject to each NEO’s continued employment through each vesting date, with the last one-third of such time-based awards granted in 2021 becoming fully vested in April

2024. Similar to performance-based restricted share awards, options will cliff vest, subject to continued employment, in April 2024.

Other Benefits and Perquisites

Other Benefits

The Company provides benefit plans, such as medical coverage and life and disability insurance, in line with applicable market conditions and Bermuda law. These health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The Company also maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. The Company contributes up to 10% of each employee’s salary, up to statutory contribution limits, to these plans. The NEOs are eligible to participate in the health and welfare and defined contribution plans during employment on the same basis as all other employees, subject to applicable tax and other limits on contributions.

Perquisites

The Company provides customary additional benefits to certain expatriate employees working outside of their home country, including each of our expatriate NEOs, to better enable the Company to attract and retain key employees. These benefits are typical for the insurance/reinsurance industry, as well as for Bermuda-based companies, and are specified in our expatriate NEOs’ employment agreements. The purpose of these benefits is to rationalize the income of expatriate employees, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income such employees would earn as employees within their native countries. These additional benefits are as follows:

•Housing and Transportation Expenses. The Company reimbursed the former CEO (Mr. Malloy) for housing expenses in Bermuda, and provided him with a travel allowance for travel and transportation expenses.

•COVID-19 Remote Work Expenses. A $1,000 allowance for expenses to work remotely was made available to all Company employees (including expatriate employees) in 2020 on a nondiscriminatory basis.

•Tax Expenses. To the extent the Company’s reimbursement of an expatriate NEO’s housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of Bermuda payroll taxes and social insurance for our expatriate NEOs.

•Tax Preparation Expenses. Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives’ tax preparation expenses, up to $5,000 per executive, per annum.

•Club Membership. The provision of a club membership is common practice in our industry and enables the NEOs to establish social networks with clients and others.

•Spousal Business Travel and Entertainment Expenses. There are certain circumstances in which a spouse may accompany an employee on business travel, which is considered beneficial to the Company’s business, whether directly or indirectly.

We annually review the level of employee benefits provided to NEOs, and believe that the employee benefits provided are reasonable and consistent with market practices in the jurisdictions in which the Company operates. These benefits are described under “Summary Compensation Table” and “Employment Agreements with NEOs” below.

Employment Agreements with NEOs

We have entered into employment agreements with each of our NEOs, other than Mr. Junius, to attract and retain executive officers. We entered into an offer letter with Mr. Junius for the period during which he served as Chief Operating Officer, the material terms of which are set forth in the Company’s Current Report on Form 8-K filed on September 29, 2020. The offer letter provided that Mr. Junius would be appointed as Chief Financial Officer of the Company following the Merger. The terms of these arrangements are more fully discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2020 Table—Employment Agreements”. We believe that it is beneficial to enter into compensation arrangements with our key executives that provide retentive value, subject executives to restrictive covenants and provide us with a competitive advantage in the recruiting process. In addition, on January 21, 2021, the Company entered into a separation agreement with Mr. Coleman, as more fully discussed under the heading “Executive Compensation—Compensation Discussion & Analysis—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2020 Table—Employment Agreements,” and the Company’s Current Report on Form 8-K previously filed on January 21, 2021.

Clawback Policy. We have also implemented an Executive Compensation Clawback Policy, applicable to all executive officers, including the CEO. In the event of: (i) a restatement of the Company’s financial results; or (ii) a material change in reserves resulting from adverse development, in either case due to an executive officer being involved in fraud, illegal conduct or other willful misconduct, any of which materially contributed to the need for such restatement (or, in the case of (ii), revised reserves), this policy authorizes the Company, through its Compensation Committee, to recover any portion of performance-based or incentive compensation paid or awarded to such executive officer that was higher than the amount that would have been paid or awarded if calculated based upon the restated financial results (or, in the case of (ii), revised reserves).

Hedging and Pledging.  Our Trading Policy prohibits our employees and directors from directly or indirectly engaging in any hedging or monetization transactions with respect to Company shares. No exceptions are allowed for such transactions under the Trading Policy.  Pledging of Company shares (such as collateral for a loan, including through the use of traditional margin accounts with a broker) is also prohibited under our policy, although exceptions may be made with the approval of the Chief Executive Officer or General Counsel, or in the case of these executives, by the Audit Committee. No NEO has pledged the Company’s shares.

Tax Considerations. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer, Chief Financial Officer or any of the three other highest paid executive officers and certain prior holders of such positions. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed for taxable years beginning after December 31, 2017. However, certain arrangements that have not been materially modified may qualify for an exemption from the deduction limitation. Regardless, Section 162(m) has limited effect on us. As a Bermuda-domiciled company, we do not receive a U.S. tax deduction for compensation paid to employees of non-U.S. companies and, accordingly, the limitations of Section 162(m) do not impact compensation paid to our NEOs with respect to their employment by non-U.S. companies. Beginning in 2018, compensation paid to our NEOs with respect to their employment by subsidiaries that are organized in the United States in excess of $1 million will generally not be deductible. While our Committee considers the impact of Section 162(m) when developing and implementing our executive compensation programs, the Committee believes that it is important to preserve flexibility in designing compensation programs and it is expected that our Compensation Committee will authorize compensation that is not deductible under Section162(m). With respect to our U.S. taxpayer employees, including certain of our NEOs, we also take into account Internal Revenue Code Sections 409A and 457A when designing our compensation arrangements.