Elanor Hardwick
AXIS CAPITAL HOLDINGSAbout Elanor Hardwick
Independent Director (Class I) at AXIS Capital Holdings Limited (AXS) since November 2018; age 52. Former Chief Digital Officer at UBS and Head of Innovation at Deutsche Bank, with a career spanning fintech, digital transformation, and strategy across global financial institutions. Education: M.A. from University of Cambridge; M.B.A. from Harvard Business School. Serves as Chair of the Corporate Governance, Nominating, and Social Responsibility Committee (CGNSR) and as a member of the Human Capital and Compensation Committee (HCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS | Chief Digital Officer | 2018 – Jun 2020 | Led global innovation and digitization across business lines |
| Deutsche Bank | Head of Innovation | 2016 – 2018 | Led global innovation and supported digital strategy |
| Credit Benchmark Ltd. | Chief Executive Officer | 2011 – 2016 | Founding CEO of fintech credit risk data provider |
| Thomson Reuters | Global Head of Strategy, Investment & Advisory; Global Head of Professional Publishing; Head of Strategy (Europe & Asia) | 2005 – 2011 | Senior leadership roles driving strategy and publishing |
| Morgan Stanley International | Positions in finance | 2002 – 2005 | Finance roles in international markets |
| Booz-Allen & Hamilton | Consultant | 1997 – 2000 | Strategy consulting |
| UK Department of Trade & Industry | Policy roles | 1995 – 1997 | Public sector policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alpha Bank S.A. | Director | Current | Athens Stock Exchange-listed banking group |
| Alpha Services and Holdings S.A. | Director | Current | Athens Stock Exchange-listed banking group |
| AXIS Specialty Europe SE (subsidiary) | Director | 2024 | Service compensated; part of director cash total |
| AXIS Re SE (subsidiary) | Director | 2024 | Service compensated; part of director cash total |
| AXIS Managing Agency Ltd (subsidiary) | Director | 2024 | Service compensated; part of director cash total |
Board Governance
- Committee leadership and membership: Chair, Corporate Governance, Nominating, and Social Responsibility Committee; Member, Human Capital and Compensation Committee .
- Independence: Identified as an independent director per NYSE standards and Corporate Governance Guidelines .
- Board/Committee meetings: Board met 7 times in 2024; CGNSR held 5; HCC held 6; Audit held 9; Finance 4; Risk 4; Executive 0 .
- Attendance and engagement: Company states no director attended less than 75% of total Board and relevant committee meetings in 2024; all directors attended the 2024 AGM. Independent directors held executive sessions at each of the four regularly scheduled Board meetings .
- Board leadership: Independent Chair (W. Marston Becker); Board separates CEO and Chair roles; no Lead Independent Director needed due to independent chair .
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $380,414 | Includes cash for subsidiary boards: $126,809 (AXIS Specialty Europe SE & AXIS Re SE) and $133,605 (AXIS Managing Agency Ltd) |
| 2024 | Stock Awards (Grant-Date Fair Value) | $149,948 | Portion of annual retainer required in AXIS shares |
| 2024 | Total | $530,362 | Sum of cash and stock awards |
- Director pay program: Annual Board retainer $250,000 (mandatory $150,000 in AXIS shares; remaining $100,000 elective in shares or cash). Committee member retainers: Audit $15,000; HCC $10,000; CGNSR $10,000; Finance $10,000; Risk $10,000. Committee chair retainers: Audit $35,000; HCC $15,000; CGNSR $15,000; Finance $15,000; Risk $20,000. Board Chair retainer $150,000 (pro-rated transitions) .
Performance Compensation
| Program | Performance Metric(s) | FY2024 Outcome | Governance Oversight |
|---|---|---|---|
| Annual Incentive (Executives) | OROACE | Paid at 127%–151% of target based on performance | HCC oversees design and risk alignment; Hardwick is a member |
| Annual Equity (Executives) | Adjusted DBVPS | Awarded at 110%–125% of target | HCC oversight; review with Risk Committee annually |
| PSUs (3-year, 2022 grant) | rTSR vs peer group | Payout at 192% (83rd percentile) for period ending FY2024 | HCC oversight; independent consultant (FW Cook) supports benchmarking |
Note: Non-management director compensation is primarily retainer-based with equity; directors do not receive performance-linked pay. The table above reflects executive compensation metrics overseen by HCC for governance context .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| U.S.-listed boards | None for Hardwick |
| HCC Interlocks | None; no insider participation; no cross-board interlocks with executives in 2024 |
| Affiliate transactions oversight | As CGNSR Chair, Hardwick’s committee reviewed Stone Point affiliate transactions (SMA commitment up to $60M; Enstar LPT where Stone Point funds held ~9.5% of Enstar; T-VIII PubOpps LP share repurchases: 2,234,636 shares for ~$200M on Feb 3, 2025 and 2,139,037 shares for ~$200M on Mar 5, 2025). Committee confirmed transactions “no less favorable” than to other investors . |
Expertise & Qualifications
- Digital and fintech leadership (UBS CDO; Deutsche Bank Head of Innovation; Credit Benchmark CEO) .
- Education: M.A., University of Cambridge; M.B.A., Harvard Business School .
- Board skills matrix indicates substantial digital, finance, international, and banking experience for Hardwick; tenure 6.4 years; age 52 .
- Independent director with governance chair experience and compensation committee service .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class |
|---|---|---|
| Elanor Hardwick | 16,785 | <1% (based on 78,650,779 shares outstanding) |
| Directors’ equity alignment | Required to receive $150,000 of board retainer in AXIS common shares annually; optional to take remaining $100,000 and all committee retainers in shares |
No pledging or hedging disclosures specific to Hardwick were identified in the proxy. Beneficial ownership includes direct and indirect voting/investment power per SEC rules .
Governance Assessment
- Strengths:
- Independent director with deep digital transformation and fintech credentials; chairs CGNSR and serves on HCC, anchoring governance and pay oversight .
- Board-level attendance standards met; independent directors held regular executive sessions; independent Chair structure supports checks and balances .
- HCC uses objective performance metrics (OROACE, Adjusted DBVPS, rTSR) and retains independent consultant FW Cook; 2024 say-on-pay support at 96% indicates shareholder confidence in compensation governance .
- Potential Risks/RED FLAGS:
- Perceived conflict exposure through oversight of multiple Stone Point–related transactions while a fellow director (Charles Davis) is Stone Point co-CEO; mitigated by CGNSR’s independent status and explicit review standard (“no less favorable”) .
- Cash-heavy compensation driven by subsidiary board service ($260,414 of incremental cash) could dilute equity alignment versus peers; still balanced by mandatory $150,000 equity retainer .
- Signals to investors:
- Governance rigor appears strong (committee independence, evaluations, oversight of affiliate dealings); Hardwick’s digital expertise aligns with underwriting modernization and operational resilience priorities .
- Ownership is modest (16,785 shares); equity alignment enforced via program rather than ownership multiples for directors disclosed in proxy .