Charles Davis

About Charles Davis

Charles Davis, age 76, is an independent director of AXIS Capital and currently serves as Co‑Chief Executive Officer of Stone Point Capital LLC (since June 2005), bringing a distinguished investment banking background and deep insurance sector expertise; he previously held executive roles at MMC Capital (CEO 1999–2005; Chairman 2002–2005) and served as Vice Chairman of Marsh & McLennan Companies (1999–2004), after 23 years at Goldman Sachs where he led Investment Banking Services and the Financial Services Industry Group . He holds a B.A. from the University of Vermont and an M.B.A. from Columbia Business School . The AXIS Board has affirmatively determined Davis is independent under NYSE standards, considering Stone Point relationships and applying annual conflict reviews and recusal practices .

Past Roles

External Roles

Board Governance

• Committee assignments: Finance Committee (member), Risk Committee (member), Executive Committee (member) .
• Independence: Board determined Davis is independent under NYSE standards, after reviewing Stone Point relationships and AXIS assets under management with Stone Point affiliates; Corporate Governance Committee and outside counsel support the assessment .
• Attendance: Board met 7 times in 2024, and no director attended less than 75% of combined Board and committee meetings; all directors attended the 2024 AGM .
• Executive sessions: Independent directors met in executive session at each of four regularly scheduled Board meetings in 2024 .
• Board structure: Independent Chair of the Board (W. Marston Becker); AXIS does not require a lead independent director given independent chair; majority‑independent Board (11 of 12 directors) .
• Overboarding guardrails: None of AXIS directors serve on >3 other public boards, consistent with Corporate Governance Guidelines .

Committee Memberships and 2024 Meetings

Fixed Compensation

• Program structure: Non‑management directors receive an annual Board retainer of $250,000, with $150,000 required in AXIS common shares; remaining $100,000 and all committee retainers may be elected in shares; annual committee retainers are $15,000 (Audit), $10,000 (Human Capital & Compensation), $10,000 (Corporate Governance), $10,000 (Finance), and $10,000 (Risk); committee chairs receive additional retainers ($35,000 Audit; $15,000 HCC; $15,000 Corporate Governance; $15,000 Finance; $20,000 Risk) .
• Equity issuance mechanics: Shares issued based on closing price on the 10th trading day of January 2024 ($54.27) per program terms .

2024 Director Compensation – Charles Davis

Performance Compensation

• AXIS does not disclose performance‑based pay elements for non‑management directors; director compensation is structured as retainers (cash/equity elections) rather than bonus, options, or PSUs tied to performance metrics .
• Executive incentive metrics overseen at committee level for alignment context: Annual incentive tied to OROACE; long‑term incentives tied to relative TSR and Adjusted Diluted Book Value Per Share; CEO annual incentive formula outcome was 150.5% for 2024; 2022 PSUs paid at 192% based on 83rd percentile rTSR through 2024 .

2024 Executive Incentive Metrics Context

Other Directorships & Interlocks

Process safeguards: Board policy requires disclosure and recusal for conflicts; Corporate Governance Committee reviews and annually reassesses Stone Point affiliate transactions for market equivalence, and Davis was not involved in management’s decision to invest in Stone Point‑affiliated entities .

Expertise & Qualifications

• Education: B.A. (University of Vermont); M.B.A. (Columbia Business School) .
• Sector expertise: Investment banking leadership, corporate finance expertise, and insurance industry experience; Board cites qualifications for director role based on these credentials .

Equity Ownership

• Stock ownership guidelines: Directors must hold at least 5x total earned director compensation (cash retainer multiple) within five years; compliance reviewed annually by the Human Capital & Compensation Committee .
• Hedging/pledging: AXIS prohibits directors and officers from hedging the economic risk of AXIS securities and from pledging AXIS stock as collateral .

Governance Assessment

• Board effectiveness: Active committee participation across Finance, Risk, and Executive committees, with regular executive sessions of independent directors and majority‑independent Board structure under an independent Chair, supporting oversight rigor and investor confidence .
• Independence with mitigations: Despite extensive Stone Point affiliations, AXIS applies annual conflict questionnaires, quarterly disclosures, recusal expectations, and Corporate Governance Committee oversight to review and confirm terms are no less favorable than market, and the Board affirms Davis’s independence under NYSE standards—important mitigants to perceived conflicts .
• Compensation alignment signals: Strong say‑on‑pay approval (96% of votes cast) and use of performance metrics (OROACE, rTSR, Adjusted DBVPS) in executive pay programs indicate disciplined pay‑for‑performance oversight by the Board’s Human Capital & Compensation Committee .
• Ownership alignment: Required equity in director compensation ($150,000 in AXIS shares), optional equity elections for the remainder and committee retainers, and stringent anti‑hedging/pledging policies strengthen alignment of director incentives with long‑term shareholders .

RED FLAGS and monitoring points

• Related‑party exposure: Material ongoing relationships with Stone Point affiliates (investment management, private equity funds, co‑investments, and repurchases from T8) create optics risk; continued rigorous Committee review and documented recusals are essential to sustain investor confidence .
• Interlock sensitivity: Enstar LPT where Stone Point funds hold ~9.5% indirect interest warrants scrutiny of pricing and risk transfer terms through completion; AXIS notes Committee oversight and expected regulatory approvals .
• Concentration in director equity elections: Heavy equity mix (no cash payments reported for Davis in 2024) heightens alignment but also increases sensitivity to trading window constraints and blackout compliance, requiring robust controls (pre‑clearance, windows) .

Appendix: Committee Details

Corporate‑wide governance highlights relevant to directors

• Majority vote standard for director elections; no hedging/pledging; regular Board/committee self‑evaluations; active shareholder engagement; majority‑independent Board .
• Meetings: Board met seven times in 2024; independent directors held executive sessions at each of four regular meetings; all directors attended 2024 AGM .