Anne Melissa Dowling
AXIS CAPITAL HOLDINGSAbout Anne Melissa Dowling
Anne Melissa Dowling (age 66) has served as an Independent Director of AXIS Capital Holdings since January 2020, and is a Chartered Financial Analyst with an Amherst College BA and Columbia Business School MBA . She chairs the Finance Committee and serves on the Risk Committee, bringing 25 years of private-sector insurance executive experience and state regulatory leadership as Illinois Director of Insurance (2015–2017) and Connecticut Deputy/Acting Commissioner of Insurance (2011–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Department of Insurance | Director | 2015–2017 | Led state insurance oversight; regulatory expertise |
| Connecticut Insurance Department | Deputy/Acting Commissioner | 2011–2015 | Regulatory leadership; public-sector governance |
| Massachusetts Mutual Financial Group | Executive roles (investments, treasury, strategic planning, marketing, governance) | Not disclosed | Private-sector insurance operating experience |
| Connecticut Mutual Life Insurance Company | Executive roles | Not disclosed | Private-sector insurance experience |
| Travelers Insurance Company | Executive roles | Not disclosed | Private-sector insurance experience |
| Aetna Life & Casualty | Began career in 1982 | Not disclosed | Foundation in insurance industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S.-listed Company Boards | None | — | No other current public company directorships |
Board Governance
- Independence: The Board affirmatively determined Ms. Dowling is independent under NYSE standards and Company guidelines (one of 11 independent directors out of 12 total) .
- Committee assignments: Chair, Finance Committee; Member, Risk Committee .
- Committee activity: Finance Committee met 4 times in 2024; Risk Committee met 4 times in 2024 .
- Board attendance: The Board met 7 times in 2024; no director attended less than 75% of Board and committee meetings; all directors then in office attended the 2024 AGM .
- Executive sessions: Independent directors met in executive session at each of four regularly scheduled Board meetings in 2024 (chaired by Smith before the 2024 AGM and by Becker after) .
- Leadership: Independent Board Chair (W. Marston Becker); Company is not required to have a Lead Independent Director under its guidelines because the Chair is independent .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Finance | Chair | 4 |
| Risk | Member | 4 |
Fixed Compensation
- Director pay structure (2024): Board retainer $250,000; required $150,000 paid in AXIS common shares; remaining $100,000 in cash or shares at director’s election; committee member retainers—Audit $15,000; Human Capital & Compensation $10,000; Corporate Governance/Nominating/Social Responsibility $10,000; Finance $10,000; Risk $10,000; committee chair retainers—Audit $35,000; Human Capital & Compensation $15,000; Corporate Governance/Nominating/Social Responsibility $15,000; Finance $15,000; Risk $20,000 .
- 2024 actual compensation (Ms. Dowling): Cash fees $135,000; stock awards (grant-date fair value) $149,948; total $284,948 .
| Component | Amount | Notes |
|---|---|---|
| Board Retainer (required shares) | $150,000 (in shares) | Required portion of board retainer paid in common shares |
| Board Retainer (elective portion) | $100,000 (cash or shares) | Director election prior to Jan 2, 2024 |
| Committee Member Retainers | $10,000 (Finance, Risk) | Per committee membership; Audit $15,000; others $10,000 |
| Committee Chair Retainer (Finance) | $15,000 | Finance Committee chair fee |
| 2024 Cash Fees (Actual) | $135,000 | Ms. Dowling |
| 2024 Stock Awards (Actual) | $149,948 | Grant-date fair value |
| 2024 Total (Actual) | $284,948 | Ms. Dowling |
Performance Compensation
- No performance-based compensation elements (e.g., PSUs, options) are disclosed for non-management directors; director equity is structured as common share retainer rather than performance-linked awards .
| Performance-Linked Element | Details |
|---|---|
| PSUs/RSUs for Directors | None disclosed |
| Option Awards | None disclosed |
| Performance Metrics | Not applicable to director compensation |
Other Directorships & Interlocks
- Ms. Dowling: No other current U.S.-listed public company boards .
- Interlocks/related-party exposure: The proxy discloses multiple Stone Point affiliate relationships overseen by the Corporate Governance, Nominating & Social Responsibility Committee; these involve Charles Davis and Stone Point—not Ms. Dowling; no transactions involving Ms. Dowling are disclosed in “Certain Relationships and Related Transactions” .
Expertise & Qualifications
- Insurance regulatory leadership (Illinois, Connecticut) and extensive private-sector insurance executive experience .
- Financial expertise (CFA), capital oversight as Finance Committee Chair, and risk oversight experience as Risk Committee member .
- Board skills matrix highlights insurance, finance, international, and legal/regulatory experience among directors; Ms. Dowling is marked for insurance, finance, and legal/regulatory experience .
Equity Ownership
- Beneficial ownership (as of March 14, 2025): 14,546 common shares; less than 1% of class .
- Stock ownership guidelines: Directors must hold 5x total earned compensation (board cash retainer equivalent) within five years; compliance reviewed annually by the Human Capital & Compensation Committee; unvested RSUs that settle in shares count; PSUs and cash-settled RSUs do not count .
- Hedging/Pledging: Company policy prohibits hedging and pledging of AXIS stock by directors and officers; pre-clearance and trading windows apply for insider trading .
| Holder | Common Shares | % of Class |
|---|---|---|
| Anne Melissa Dowling | 14,546 | <1% |
| Directors & Execs (16 persons) | 521,611 | 0.7% |
| Policy | Requirement/Restriction |
|---|---|
| Director Stock Ownership Guideline | 5x (multiples of salary/cash retainer) with 5 years to comply |
| Anti-Hedging/Pledging | Hedging and pledging prohibited for directors/officers |
Shareholder Voting Support
- 2025 AGM election results (May 16, 2025): Anne Melissa Dowling received 65,686,564 votes For; 3,433,683 Against; 43,826 Abstain; 4,096,832 broker non-votes; she was elected to serve until the 2028 AGM .
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Anne Melissa Dowling | 65,686,564 | 3,433,683 | 43,826 | 4,096,832 |
Governance Assessment
- Strengths: Independent status; Finance Committee Chair with oversight of investment, treasury, capital, and dividend policy; Risk Committee member; strong regulatory and insurance domain expertise; robust director stock ownership guideline (5x) and anti-hedging/pledging policy align incentives; solid shareholder support in 2025 AGM .
- Engagement: No director fell below 75% attendance; independent directors held regular executive sessions; board met seven times, supporting active oversight .
- Compensation alignment: Director pay uses required share retainer ($150k) plus elective cash/shares; committee chair/member fees modest; no performance-linked director awards that could distort risk-taking; independent consultant FW Cook reviews director pay annually .
- Conflicts/related-party exposure: Stone Point affiliate transactions are reviewed by the Corporate Governance, Nominating & Social Responsibility Committee for arm’s-length terms; no related-party transactions disclosed for Ms. Dowling; Board independence reaffirmed annually .
- Shareholder signals: 2025 director election support was strong for Ms. Dowling; 2024 Say-on-Pay support was 96%, indicating broad investor confidence in governance and compensation practices (for executives) .
RED FLAGS: None disclosed specific to Ms. Dowling—no other public board overboarding, no hedging/pledging, no related-party transactions involving her, and attendance above minimum threshold .