Maamoun Rajeh
ARCH CAPITAL GROUPAbout Maamoun Rajeh
Maamoun Rajeh is President of Arch Capital Group Ltd. (appointed November 2024), with primary responsibility for Arch’s Global Reinsurance Group and Global Mortgage Group. He is 54, joined Arch in December 2001, and previously served as CEO of Arch Worldwide Reinsurance Group (2017–2024) and CEO of Arch Re Bermuda (2014–2017). He holds a bachelor’s degree from Wharton and is a Chartered Property Casualty Underwriter . Pay-for-performance metrics used in Arch’s program include Operating ROE (18.9% in 2024 vs. 13.69% target; STI factor 200%) and long-term performance shares tied to TBVPS growth (23.61% annualized for 2022–2024; payout 200% capped) with a TSR modifier (116% TSR; 94.4th percentile; 125% multiplier) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arch Worldwide Reinsurance Group | Chairman & CEO | Oct 2017–Nov 2024 | Led global reinsurance; delivered record $11.1B GPW in 2024 and segment restructuring (appointed inaugural CUO, CFO, COO) . |
| Arch Re Bermuda | Chairman & CEO | Jul 2014–Sep 2017 | Advanced Bermuda platform leadership; earlier Arch Re Bermuda CUO (Nov 2005) . |
| Arch Re Europe Underwriting dac | President & CEO | Oct 2012–Jul 2014 | Led European reinsurance operations . |
| Arch Re Bermuda | Underwriter; later CUO | 2001–2005 | Joined Arch in 2001; progressed to CUO in 2005 . |
| HartRe (The Hartford) | Assistant Vice President | 1999–2001 | Underwriting leadership at Hartford subsidiary . |
| United States Fidelity and Guarantee; F&G Re | Business analysis; Underwriter | 1992–1999 | Early-career underwriting and analysis roles . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Somers Group Holdings Ltd. | Director | Current . |
| Premia Holdings Ltd. | Director | Current . |
Fixed Compensation
- Base salary adjustments: increased to $850,000 in Jan 2024 (from $780,000), then to $900,000 upon promotion to President in Nov 2024 .
- Target annual bonus: increased to 165% (Jan 2024 from 140%) and to 185% effective with President role; for calendar years after becoming President, target annual bonus is 185% of base salary .
- Long-term incentive target: increased to 300% of salary (Jan 2024 from 200%); increased to 382% effective with the 2025 annual LTI award .
2022–2024 Summary Compensation Table (actual paid):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 725,000 | 780,000 | 857,540 |
| Stock Awards ($) | 1,127,234 | 1,414,052 | 8,309,313 |
| Option Awards ($) | 362,510 | 448,808 | 15,341,086 |
| Non-Equity Incentive Comp ($) | 1,431,400 | 2,083,500 | 2,883,900 |
| All Other Compensation ($) | 547,379 | 546,343 | 573,500 |
| Total ($) | 4,193,523 | 5,272,703 | 27,965,339 |
Performance Compensation
Short-Term Incentive (STI) – 2024 payout determination:
| Metric | Weighting | Payout Factor | Adjusted Weighting | Target Bonus ($) | Payout ($) |
|---|---|---|---|---|---|
| Financial Performance — Group | 20% | 200% | 40% | 1,441,947 | 576,700 |
| Financial Performance — Segment 1 (Reinsurance) | 50% | 185.4% | 93% | 1,341,100 | 1,341,100 |
| Strategic Performance | 30% | 225% | 67% | 966,100 | 966,100 |
| Total | 100% | — | 200% | — | 2,883,900 |
Long-Term Incentive (LTI) – 2024 annual grants and leadership transition awards:
| Grant Type | Grant Date | Quantity | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Performance Shares (target) | Feb 27, 2024 | 16,080 | — | 1,402,498 | 3-year TBVPS + TSR modifier |
| Stock Options | Feb 27, 2024 | 20,753 | $82.22 | 637,623 | 3 tranches over 3 years |
| Restricted Shares (time-based) | Feb 27, 2024 | 5,847 | — | 509,975 | 3 annual installments |
| Outperformance Award – Premium-Priced Options | Nov 19, 2024 | 513,922 | $161.24 | 14,703,463 | Vests at 3 years; 5-year hold; retention/non-compete provisions |
| Outperformance Award – Restricted Shares | Nov 19, 2024 | 65,838 | — | 6,300,038 | Time-based vesting and holding periods |
2022–2024 Performance Shares (cycle ended Dec 31, 2024):
- TBVPS grew from $31.07 (adjusted starting) to $49.52; 23.61% annualized → 200% payout; TSR 116% at 94.4th percentile → 125% TSR modifier; payout capped at 200% and vested Mar 4, 2025 .
Equity Ownership & Alignment
Beneficial ownership and outstanding equity awards:
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 12, 2025) | 875,826 common shares; “less than 1%” of outstanding shares . |
| Direct holdings | 443,341 common shares, including 78,946 restricted shares subject to time-based vesting . |
| Options exercisable (≤60 days) | 330,615 common shares . |
| Performance restricted shares (unearned) | 101,870 shares subject to performance criteria . |
| Unvested stock awards at 2024 YE | 110,724 shares; market value $10,225,361 (Dec 31, 2024 close $92.35) . |
| Equity incentive plan awards (unearned at 2024 YE) | 60,706 shares; market/payout value $5,606,199 . |
| Option inventory highlights | Multiple grants with exercise prices $21.55–$82.22 expiring 2027–2034; premium-priced options (513,922 at $161.24; exp. Nov 19, 2034) . |
Alignment policies:
- Executive share ownership guidelines: 4x base salary for Section 16 executives; CEO 6x; all NEOs in compliance; 50% net profit share holding requirement until target ownership met .
- Hedging prohibited; pledging discouraged and capped at lesser of 30% of beneficially owned shares or 0.5% of outstanding, with prior approval; pledged shares do not count toward ownership requirements .
Employment Terms
Key terms from amended employment agreement (effective Nov 7, 2024):
- Base salary: $900,000 (post-promotion); annual bonus eligibility with target 165% pre-President portion and 185% post-President portion in the appointment year; thereafter 185% of base salary .
- Benefits: Bermuda executive benefits including housing and automobile allowance .
- Garden leave and notice: Employment period ends per defined triggers; company may place on garden leave; resignation without good reason requires six months notice with continued salary/benefits and a lump-sum payment defined by “bonus amount” construct .
- Severance (estimated, as of Dec 31, 2024): Without Cause or for Good Reason — cash severance $3,397,500; Health & Welfare $38,485; change-in-control scenario shows same cash severance plus accelerated vesting value $12,506,343 .
- Non-compete and non-solicit: 1-year non-compete and non-solicit post-termination (reduced by any garden leave); if resignation without good reason, extension of non-compete requires specified payments and benefit continuation; release and covenant compliance required .
- Clawback: Incentive compensation for executive officers subject to clawback .
- Change-in-control provisions: Double-trigger in equity awards assumed by an acquirer .
- Tax gross-ups: None; no excise tax gross-ups .
- Aircraft use: Company aircraft policy primarily business use; limited incidental personal use with reimbursement .
Performance & Track Record
Company-level performance context for pay-for-performance:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 10,175,000,000* | 13,463,000,000* | 16,595,000,000* |
| EBITDA ($) | 1,622,000,000* | 3,679,000,000* | 4,856,000,000* |
| Notes | Values retrieved from S&P Global. | Values retrieved from S&P Global. | Values retrieved from S&P Global. |
- Operating ROE: 18.9% in 2024; STI goal target ROE 13.69% with 129.6% achievement → 200% STI factor .
- Reinsurance segment achievements: $11.1B GPW (record), build-out of ILS strategy (AUM and fees up), Somers Re corporate actions, cross-segment customer experience initiatives; organizational restructuring establishing CUO, CFO, COO roles .
- LTI metrics: TBVPS growth 23.61% annualized (payout 200%); TSR 116% (94.4th percentile; 125% modifier; payout capped at 200%) .
Compensation Structure Details
2024 Grants of Plan-Based Awards (Rajeh):
| Grant Date | Board Approval Date | Perf Shares (Target) | Time-Based RS | Options (#) | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Feb 27, 2024 | Feb 23, 2024 | 16,080 | 5,847 | 20,753 | $82.22 | 1,499,299; 509,975; 637,623 respectively |
| Nov 19, 2024 | Nov 8, 2024 | — | 65,838 | 513,922 | $161.24 | 6,300,038; 14,703,463 respectively |
Vesting schedules and terms:
- Standard options vest in three equal annual installments starting the first anniversary; expire 10 years from grant .
- Premium-priced options (Nov 19, 2024) vest on the third anniversary; long holding/non-compete terms; no realizable value until at least five years from grant .
- Restricted shares vest in three equal annual installments; 2024 restricted grants for certain NEOs vest cliff at year 3; $5.00 cash paid upon vest of restricted shares due to Special Dividend .
- Performance shares measure TBVPS over three years with a TSR modifier; payout capped at 200% .
Equity Ownership & Outstanding Awards Detail (as of Dec 31, 2024)
Selected option and award positions:
| Type | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Options (exercisable) | 15,930 | $27.09 | 05/08/2027 |
| Options (exercisable) | 31,500 | $27.13 | 09/19/2027 |
| Options (exercisable) | 41,087 | $27.67 | 02/28/2029 |
| Options (exercisable) | 39,880 | $37.42 | 02/27/2030 |
| Options (exercisable) | 63,308 | $30.82 | 02/26/2031 |
| Options (exercisable) | 39,393 | $30.82 | 02/26/2031 |
| Options (part exercisable) | 18,413 / 9,194 | $42.54 | 02/25/2032 |
| Options (part exercisable) | 6,386 / 12,735 | $64.17 | 02/24/2033 |
| Options (unexercisable) | 20,753 | $82.22 | 02/27/2034 |
| Options (premium-priced) | 513,922 | $161.24 | 11/19/2034 |
| Unvested Restricted Shares | 110,724; MV $10,225,361 | — | — |
| Unearned Performance Shares | 60,706; MV $5,606,199 | — | — |
Governance, Peer Group & Shareholder Feedback
- Compensation principles and governance practices include robust performance linkage, ownership/holding requirements, clawbacks, double-trigger CIC for assumed equity, prohibition on hedging, pledging limits, and independent committee with independent consultant .
- Say-on-pay approval: ~95.3% at 2024 AGM; ongoing shareholder engagement cited .
- Performance peer group used for relative TSR modifier in LTI (specific constituents not enumerated in proxy) .
Employment Terms Table (Severance Scenarios; est. if terminated Dec 31, 2024)
| Scenario | Cash Severance ($) | Accelerated Vesting ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|
| Without Good Reason | — | — | — | — |
| For Cause | — | — | — | — |
| Death | — | 12,506,343 | 38,485 | 12,544,828 |
| Disability | — | 12,506,343 | 38,485 | 12,544,828 |
| Without Cause or For Good Reason | 3,397,500 | — | 38,485 | 3,435,985 |
| Without Cause/Good Reason post Change-in-Control | 3,397,500 | 12,506,343 | 38,485 | 15,942,328 |
Investment Implications
- Strong pay-for-performance alignment: STI and LTI tied to ROE, TBVPS and relative TSR, with 2022–2024 metrics producing maximum LTI payouts (capped) and high STI payouts; governance includes clawbacks and no tax gross-ups, reducing headline risk .
- Retention signals: Premium-priced “Outperformance Awards” with long vesting/holding and explicit non-compete provisions indicate retention intent, potentially limiting insider selling pressure in near term; realizable value deferred at least five years .
- Skin-in-the-game: Meaningful personal equity exposure (875,826 shares beneficial; sizable unvested awards and options) plus stringent ownership/holding requirements and hedging/pledging restrictions support alignment; percent ownership <1%, but absolute exposure is material given role .
- Execution track record: As Reinsurance leader, achieved record $11.1B GPW and organizational upgrades; company-level Operating ROE and TBVPS/TSR metrics remain robust, supporting compensation outcomes and investor confidence .
Values retrieved from S&P Global: Revenues and EBITDA in the Performance & Track Record table above.*