Conrad Brooks
AXIS CAPITAL HOLDINGSAbout Conrad Brooks
Conrad Brooks, 63, is Chief Administrative and Legal Officer of AXIS Capital (AXS). He was appointed in January 2024 after serving as General Counsel from January 2017 and nearly a decade before that as Corporate Counsel; earlier, he was a partner and practice team leader at McKenna Long & Aldridge (now Dentons) and a U.S. Navy officer. He holds a B.S. (University of Illinois), J.D. (Georgia State University College of Law), and M.B.A. in Finance (Old Dominion University) . On performance linkage, AXIS’s 2022 PSU cycle paid at 192.3% based on ~83rd percentile relative TSR over 2022–2024, and the company cited strong 2024 financial performance and a record stock price when sizing 2025 equity awards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AXIS Capital Holdings Ltd. | Chief Administrative and Legal Officer | Jan 2024 – Present | Executive leadership of legal and administrative functions |
| AXIS Capital Holdings Ltd. | General Counsel | Jan 2017 – Jan 2024 | Led company legal function |
| AXIS Capital Holdings Ltd. | Corporate Counsel | Prior ~10 years before 2017 | Corporate counsel for nearly a decade prior to GC role |
| McKenna Long & Aldridge (now Dentons) | Partner, practice team leader (Corporate & Securities) | Pre-AXIS (years not disclosed) | Led corporate and securities practice team |
| United States Navy | Officer | Not disclosed | Former military officer |
External Roles
- No external public-company directorships or committee roles disclosed for Brooks in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $625,000 | $625,000 |
| Target Bonus (% of salary) | 100% | 125% | 125% |
- Notable changes: Base was increased by $50,000 effective June 2023 and by $75,000 effective January 2024, with target bonus increased from 100% to 125% starting 2024 .
Performance Compensation
Annual Incentive (2024 outcome)
| Metric | Weighting | Target ($) | Performance Result | Payout Factor (Weight x Perf) | Actual Payout ($) |
|---|---|---|---|---|---|
| Company Financial | 70% | $546,875 | 134% | 94% | |
| Individual Non-Financial | 30% | $234,375 | 160% | 48% | |
| Total | 100% | $781,250 | — | 141.80% | $1,107,813 |
| Source: AXIS 2025 proxy Annual Incentive Plan Performance table for Conrad Brooks . |
Long-Term Incentives (LTI) – Grants in 2024
| Grant Type | Grant Date | Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 1/30/2024 | 10,016 | 4 equal annual installments starting Mar 1, 2025 | $599,958 |
| PSU (target) | 1/30/2024 | 6,677 | Cliff vest after 3-year performance period starting Mar 1, 2024 | $439,174 |
Notes: PSUs vest based on Company performance; RSUs and PSUs follow vesting commencement date of March 1, 2024 for this cycle .
2025 Equity Awards (for 2024 performance; approved Jan 2025)
| Instrument Mix | RSUs ($) | PSUs ($) | Total ($) | Total as % of 2024 LTI Target |
|---|---|---|---|---|
| 60% RSU / 40% PSU | $540,000 | $360,000 | $900,000 | 113% |
| The committee cited strong 2024 performance and record stock price in sizing 2025 awards . |
PSU Payouts – 2022 cycle (Performance Jan 1, 2022 – Dec 31, 2024; vested Mar 2025)
| Name | Target PSUs Granted | PSUs Earned | Payout Factor | rTSR Percentile |
|---|---|---|---|---|
| Conrad Brooks | 4,636 | 8,915 | 192.3% | ~83rd |
| Scale: 25th percentile = 25% payout; 55th = 100%; ≥85th = 200% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 45,462 common shares; less than 1% of outstanding as of Mar 14, 2025 (outstanding shares: 78,650,779) |
| Unvested RSUs at 12/31/2024 | 20,250 units total across 2021–2024 grants; market value $1,794,555 at $88.62 close |
| Unearned PSUs at 12/31/2024 (target) | 20,063 units; market/payout value $1,777,983 (target basis) |
| Total Unvested/Unearned Equity Value | $3,572,538 as of 12/31/2024 |
| Stock Ownership Guidelines | NEOs must hold 3x base salary within 5 years; unvested RSUs that settle in shares count; PSUs do not |
| Hedging/Pledging | Prohibited; trading windows and preclearance required |
| Options Outstanding | Company reports no outstanding options as of 12/31/2024 |
Vesting cadence (potential selling pressure windows): RSUs vest annually on or around March 1; PSUs vest at the end of 3-year performance periods (e.g., the 2022 grant vested March 2025) . Insider trading policies require preclearance and restrict transactions to company windows .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment agreement dated Dec 14, 2016; auto-renewing unless 6 months’ notice by either party |
| Compensation Floors/Targets | Minimum base salary $400,000 (current $625,000); bonus target originally 80% (currently 125%); initial LTI target $550,000 (current LTI target $800,000) |
| Non-Compete/Non-Solicit | 6-month non-compete and 6-month non-solicitation post-termination |
| Good Reason | Material adverse change in role/authority/duties; compensation reduction; required relocation; inconsistent duties; change in reporting; cure and timing provisions apply |
| Without Cause Termination | 6 months’ notice; cash equal to 1x base salary + 1x target bonus; pro-rata annual bonus; immediate vesting of RSUs/PSUs; 12 months COBRA premium equivalent |
| Good Reason Termination | Same benefits as without cause |
| Change-in-Control (double trigger; within 24 months) | 1x base salary + 2x target bonus; pro-rata bonus; 12 months COBRA; immediate vesting of all unvested RSUs/PSUs |
| Executive Severance Plan (Aug 2024) | Plan adopted; provides standardized severance (e.g., 1x pay + target bonus; 1.5x in CoC for exec committee; COBRA; 12 months vesting or full in CoC), but current NEOs, including Brooks, remain under employment agreements unless they elect into the Plan (no duplicate severance) |
Estimated Payments if Terminated on Dec 31, 2024 (per proxy assumptions)
| Scenario | Base Pay | Separation Bonus | Value of Unvested Equity | Medical/Dental/Vision | Total |
|---|---|---|---|---|---|
| Death or Disability | — | $781,250 | $3,572,538 | $43,264 | $4,397,052 |
| Good Reason | $625,000 | $1,562,500 | $3,572,538 | $43,264 | $5,803,302 |
| Company Without Cause (pre‑CoC) | $625,000 | $1,562,500 | $3,572,538 | $43,264 | $5,803,302 |
| Good Reason/Without Cause in connection with CoC | $625,000 | $2,343,750 | $3,572,538 | $43,264 | $6,584,552 |
| Notes: Equity values use $88.62 close on 12/31/2024 and target for PSUs (adjusted if applicable); medical includes 12-month COBRA and an estimated 30% tax gross-up . |
Compensation Structure Analysis
- Shift in at-risk pay: Target bonus increased from 100% in 2023 to 125% in 2024–2025, increasing variable cash exposure . LTI mix for 2025 (relating to 2024 performance) set at 60% RSUs / 40% PSUs for Brooks, supporting retention (RSUs) and performance linkage (PSUs) .
- Pay-for-performance evidence: 2024 annual incentive paid at 141.8% of target for Brooks (Company Financial at 134% performance; Individual at 160%), and the 2022–2024 PSU cycle paid at 192.3% on rTSR (~83rd percentile) .
- Growing equity exposure: Stock awards increased to $1,039,132 in 2024 vs $715,121 in 2023 and $708,149 in 2022; 2024 non-equity incentive rose to $1,107,813 from $660,000 in 2023 and $537,000 in 2022, consistent with stronger company performance .
Risk Indicators & Governance
- Anti-hedging/pledging: Prohibited for executives; trading only in windows with preclearance .
- Clawback policy: Dodd-Frank/NYSE-compliant recoupment policy amended in Sept 2023; covers incentive pay for 3 years prior to any required restatement .
- CIC protections: Double-trigger acceleration and elevated cash multiple on bonus component (2x target) could be viewed as moderately shareholder-sensitive relative to single-trigger structures .
- Options repricing: Company reports no options outstanding as of 12/31/2024, reducing repricing risk .
Investment Implications
- Alignment: Brooks’ pay structure ties a material portion to performance (PSUs) and company results (annual incentive), with meaningful unvested equity ($3.57M at YE 2024) creating retention and alignment incentives .
- Potential selling pressure windows: March 1 is a recurring vest date for RSUs and PSU cycles conclude every three years; monitor Form 4 activity around these dates and company trading windows, subject to preclearance and anti-hedging/pledging constraints .
- Retention and severance economics: Six-month non-compete/non-solicit, and 1x salary + 1x target bonus (2x target bonus in CoC) with full vesting on double trigger provide competitive protections; not excessive relative to peers, but do create incentives in strategic transactions .
- Ownership: Direct ownership of 45,462 shares (<1%) and a 3x salary ownership guideline (5-year compliance window; PSUs excluded) suggest ongoing accumulation expectations; verify status versus guideline in future proxies .
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