Axel Theis
AXIS CAPITAL HOLDINGSAbout Axel Theis
Axel Theis is an independent director of AXIS Capital Holdings (AXS), age 67, with a Ph.D. from Eberhard Karls Universität Tübingen. He joined the AXIS board in April 2021 after a 33-year career at Allianz SE, including roles on Allianz’s Board of Management (2015–2020) and as CEO of Allianz Global Corporate & Specialty SE (2006–2014) and Allianz Global Risks Rückversicherungs (2004–2006) . In 2025, he serves as Chair of the Risk Committee and as a member of the Audit Committee; the Board has determined he is independent and an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allianz SE | Member, Allianz Board of Management | 2015–2020 | Senior leadership of global (re)insurance and asset management; multinational operating oversight |
| Allianz Global Corporate & Specialty SE | Chief Executive Officer | 2006–2014 | Led global corporate/specialty insurance operations |
| Allianz Global Risks Rückversicherungs | Chief Executive Officer | 2004–2006 | Led reinsurance risk business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allianz U.K. Subsidiary Board | Chairman | 2015–2018 | Governance of U.K. insurance subsidiary |
| Allianz U.S. & Irish Subsidiaries | Board member | 2015–2018 | Oversight at U.S./Irish subsidiaries |
| Euler Hermes (Allianz French credit insurer) | Chairman | 2015–2019 | Governance of credit insurance operations |
| U.S.-listed company boards | — | — | None |
Board Governance
- Independence: Board affirmed Theis is independent under NYSE standards and AXIS guidelines .
- Financial expertise: Board determined Theis qualifies as an SEC “audit committee financial expert” .
- Committee assignments and meeting cadence (Theis-specific and Board-level):
- 2025: Risk Committee (Chair), Audit Committee (Member); Audit met 9x in 2024; Risk met 4x in 2024 .
- 2024: Risk Committee (Member), Audit Committee (Member); Audit met 10x in 2023; Risk met 4x in 2023 .
- Attendance: “No director attended less than 75%” of Board and committee meetings; Board is majority independent (11/12) .
| Committee | 2023 Meetings | 2024 Meetings |
|---|---|---|
| Audit | 10 | 9 |
| Risk | 4 | 4 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $246,153 | $174,912 | — | $421,065 |
- Program structure (2024): Non-management directors received a $250,000 annual board retainer, with $150,000 required in AXIS common shares and the remaining $100,000 payable in shares or cash at director election; committee member retainers were Audit $15,000, Risk $10,000, Finance $10,000, HCC $10,000, CGNSR $10,000; committee chair retainers were Audit $35,000, Risk $20,000, Finance $15,000, HCC $15,000, CGNSR $15,000 .
- Elections: Theis elected to receive 100% of his committee retainers in shares, receiving 460 shares; per program, shares were issued using the closing price on January 16, 2024 ($54.27) .
- Subsidiary board service compensation: Theis received $133,605 for service on the board of AXIS Managing Agency Ltd (U.K. subsidiary) in 2024 (included in “Fees Earned”) .
- 2025: Directors Annual Compensation Program maintained with no changes as of December 2024; ongoing review for market alignment .
Performance Compensation
| Component | Metrics | Applies to Director Compensation? | Source |
|---|---|---|---|
| Annual incentive metrics (e.g., revenue, EPS, TSR, ESG) | Company-set performance metrics | Not applicable to non-management director pay (director program is retainer-based in cash/stock) | Directors program description |
AXIS describes performance-based pay for executives (NEOs) in the CD&A; no performance metrics or bonus structures are disclosed for non-management directors’ compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| U.S.-listed public company boards | None |
| Stone Point-related transactions | AXIS executed multiple transactions with Stone Point affiliates (e.g., stock repurchases from T‑VIII PubOpps LP in Feb/March 2025 totaling ~4.37M shares for ~$400M; SMA commitment up to $60M with Stone Point Credit LLC; LPT with Enstar where Stone Point funds indirectly held ~9.5%); CGNSR Committee reviews each affiliate transaction for market terms and monitors Stone Point relationships . |
| Committee oversight | Theis chairs Risk Committee (2025) and is on Audit, placing him at the nexus of risk governance and financial oversight . |
Expertise & Qualifications
- 33 years at Allianz leading large-scale (re)insurance and asset management businesses; CEO roles in specialty and reinsurance; international governance roles across U.K., U.S., Ireland, and France .
- Ph.D. and designation by AXIS as an audit committee financial expert, reinforcing credibility on audit and risk governance .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Percent of Class |
|---|---|---|
| March 15, 2024 | 8,519 | Less than 1% |
| March 14, 2025 | 10,184 | Less than 1% (out of 78,650,779 shares outstanding) |
- Hedging/pledging: Company prohibits hedging (e.g., collars, swaps, exchange funds) and pledging AXIS shares by directors; trading limited to windows with pre-clearance .
- Stock ownership guidelines:
- 2024: Directors required to hold $500,000 in AXIS stock within five years; compliance reviewed annually by HCC Committee .
- 2025 update: Directors must hold 5x total cash retainer; RSUs that settle in shares count; PSUs/unvested cash-settled RSUs do not; five-year compliance window .
Governance Assessment
- Positive signals:
- Independence, audit financial expert designation, and leadership of Risk Committee point to strong board effectiveness in oversight of financial reporting and risk appetite .
- Robust attendance (“no director <75%”), majority-independent board (11/12), and annual board/committee evaluations support governance quality and investor confidence .
- Ownership alignment via mandatory in-kind stock retainer and strengthened 2025 stock ownership guidelines (5x cash retainer) with anti-hedging/anti-pledging restrictions mitigates misalignment risk .
- Watch items / potential red flags:
- Related-party exposure via Stone Point affiliate transactions requires continued scrutiny; although reviewed by CGNSR for market terms, perceived conflicts persist given board ties to Stone Point through another director; ongoing transparency is key .
- Additional subsidiary board fees ($133,605 in 2024) add complexity to director pay mix; while common in insurance groups, investors should monitor aggregate compensation and role scope to preserve independence optics .
- Net view: Theis brings deep technical and international (re)insurance expertise with formal risk and audit credentials, enhancing board oversight. Policies on ownership, anti-hedging/pledging, and independence determinations, combined with his leadership on the Risk Committee, underpin governance strength; continued vigilance on Stone Point-affiliated transactions and total director pay remains prudent .