David Phillips
AXIS CAPITAL HOLDINGSAbout David Phillips
David Phillips is Chief Investment Officer (CIO) of AXIS Capital, age 56, and joined AXIS in April 2014 after senior investment roles at PartnerRe and Oppenheimer Capital; he is a CFA charterholder with an A.B. from Princeton and an M.B.A. from Wharton . Company performance metrics informing 2024 pay decisions included OROACE of 18.6%, ROACE of 20.5%, DBVPS of $65.27, and 1-year TSR of 63.9% . His Annual Incentive Plan (AIP) weighting emphasized enterprise results (55% Company OROACE) and Investment business unit performance (30%), with individual non-financial goals at 15% ; the Investments unit slightly underperformed its neutral benchmark in 2024 (98.6%), while Company OROACE exceeded target, yielding a 127.28% AIP payout for Mr. Phillips .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PartnerRe | Head of Investments | — | Led enterprise investment function for a global reinsurer |
| Oppenheimer Capital (institutional money manager) | Director of Research; Portfolio Manager | — | Research leadership and portfolio management at institutional manager |
External Roles
No public company directorships disclosed for Mr. Phillips in the executive officers section .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary (USD) | $625,000 | $625,000 | $625,000 |
| Target bonus (% of salary) | 125% | 125% | 125% |
| Actual cash bonus (Non-Equity Incentive Plan) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Amount (USD) | $849,609 | $937,500 | $994,375 |
Notes:
- Employment agreement provides salary floor $625,000, AIP target 125% of salary, and annual LTI target of $1,000,000 in equity awards .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
| Metric | Weighting | Target | Actual | Payout factor | Resulting payout component |
|---|---|---|---|---|---|
| Company OROACE | 55% | 16.9% (100%) | 18.6% (134%) | 134% | 74% of target incentive (= 0.55 × 134%) |
| Investment Unit Financial | 30% | Neutral benchmark relative return (100%) | 98.6% | ~99% | 30% of target incentive × 99% ≈ 30% |
| Individual Non-Financial | 15% | 100% | 160% | 160% | 24% of target incentive (= 0.15 × 160%) |
| Total AIP payout (as % of target) | — | — | — | — | 127.28% of target; $994,375 on $781,250 target |
AIP goal ranges (Company OROACE): Threshold 11.9% (50%), Target 16.9% (100%), Maximum 21.9%+ (200%) .
Long-Term Incentives (Equity) – 2024 Grants and Vesting Terms
| Award type | Grant date | Shares/Units | Grant-date fair value (USD) | Vesting schedule / performance |
|---|---|---|---|---|
| PSUs (rTSR 50% / Adjusted DBVPS 50%) | 1/30/2024 | 6,677 target | $439,174 | Cliff vests after 3-year performance period; earned 0–200% of target based on rTSR vs peers and Adjusted DBVPS |
| RSUs | 1/30/2024 | 10,016 | $599,958 | Vests in four equal annual installments beginning 3/1/2025 |
Additional context:
- 2022 PSU grant vested at 192% on March 1, 2025 (single installment), evidencing strong prior-cycle performance realization .
- Performance RSUs granted in 2025 also include rTSR and Adjusted DBVPS conditions with 0–200% payout range (valuation via Monte Carlo for market-condition portion) .
Stock Vested in 2024
| Name | Shares acquired on vesting | Market value realized |
|---|---|---|
| David Phillips | 8,584 | $522,422 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of 3/14/2025) | 68,277 common shares; <1% of outstanding |
| Stock ownership guidelines | NEO requirement = 3x salary; five years to comply; unvested RSUs that settle in shares count; unvested PSUs do not |
| Hedging/pledging | Hedging and pledging of AXIS securities prohibited; trades restricted to windows with pre-clearance |
| Clawback policy | Dodd-Frank/NYSE-compliant recoupment policy; restatement look-back of 3 years; amended September 2023 |
| Options | No option exercises in 2024 disclosed; equity vehicles are RSUs/PSUs |
Outstanding equity at 12/31/2024 (unvested):
- RSUs not yet vested: 2,092 (2021 grant), 4,457 (2022), 6,450 (2023), 10,016 (2024); corresponding market values provided by AXIS using $88.62/share close on 12/31/2024 .
- PSUs unearned at target: 17,143 (2022; later paid at 192% on 3/1/2025), 8,599 (2023), 6,677 (2024) .
Deferred compensation (2024):
| Item | Amount (USD) |
|---|---|
| Executive contributions | $46,875 |
| Company contributions | $28,000 |
| Aggregate earnings | $24,526 |
| Aggregate balance (12/31/2024) | $734,471 |
Employment Terms
Key terms of Mr. Phillips’ employment agreement (dated March 21, 2014; amended June 17, 2021):
- Term/renewal: Through December 31, 2024; auto-renews for successive one-year terms unless either party gives six months’ prior notice of non-renewal .
- Compensation minima: Base salary not less than $625,000; AIP target 125% of salary; annual LTI target $1,000,000 .
- Notice periods: Six months’ notice by Company for termination without cause; six months’ notice by executive for voluntary resignation .
- Post-termination covenants: Non-compete for three months after voluntary resignation; non-solicit for six months after termination for any reason; ongoing confidentiality; general release required for severance .
- Severance (without cause): Lump sum = 0.75× base salary; 0.75× target bonus; pro-rata current-year bonus; continued vesting of outstanding RSUs/PSUs per award terms; up to 12 months of Company-paid medical/COBRA; six months’ notice .
- Good Reason: Defined to include material adverse changes in role/compensation/benefits or required relocation, with notice/cure mechanics; enables resignation with severance as specified .
Potential payments upon termination (assuming 12/31/2024 termination):
| Scenario | Base Pay | Separation Bonus | Equity value | Medical/Dental/Vision | Total |
|---|---|---|---|---|---|
| Death/Disability | — | $781,250 | $4,912,561 | $50,758 | $5,744,569 |
| Good Reason | $625,000 | $781,250 | $4,912,561 | $50,758 | $6,369,569 |
| Without Cause (pre-CIC) | $468,750 | $1,367,188 | $4,912,561 | $50,758 | $6,799,257 |
| Good Reason/Without Cause in connection with CIC | $625,000 | $1,562,500 | $4,912,561 | $50,758 | $7,150,819 |
Notes:
- Amounts reflect proxy’s scenario analysis methodology for NEOs as of 12/31/2024 .
- “In connection with change in control” requires qualifying termination in the CIC context per plan/agreements .
Investment Implications
- Pay-for-performance alignment: AIP heavily weighted to Company OROACE with clear threshold/target/max grid; PSUs tied 50% to rTSR and 50% to Adjusted DBVPS with 0–200% earnout, promoting long-term value creation and capital discipline . 2024 over-target OROACE and strong TSR/DBVPS underpin robust incentive outcomes; Investments unit near-benchmark result (98.6%) tempered the CIO’s bonus vs. pure corporate metrics, indicating balanced accountability .
- Vesting/cash-flow overhang: RSUs vest annually (March 1 tranches) and PSUs cliff-vest on three-year cycles; 2022 PSU paid at 192% on 3/1/2025, a potential selling-pressure date. Expect recurring vesting events around early March that can influence insider-related supply, subject to insider trading window constraints and preclearance .
- Alignment and risk controls: Meaningful direct ownership (68,277 shares) alongside strict anti-hedging/pledging policy and a Dodd-Frank/NYSE-compliant clawback reduce governance risk and promote alignment; NEO ownership guideline at 3x salary further codifies skin-in-the-game, with five-year compliance runway .
- Retention/exit economics: Severance calibrated at 0.75× salary and 0.75× target bonus (pre-CIC), with continued equity vesting and healthcare support; CIC protections require qualifying termination “in connection with CIC” and are not outsized versus peers, suggesting balanced retention without excessive parachute risk .
- Execution lens: CIO incentives include an explicit relative investment benchmark for the business unit portion, focusing on alpha generation versus a neutral benchmark while still tethering the majority of cash incentive to Company OROACE—aligning portfolio decisions with underwriting-led return objectives .