Henry Smith
AXIS CAPITAL HOLDINGSAbout Henry B. Smith
Henry B. Smith, age 76, is an independent director of AXIS Capital and has served on the Board since May 2004 (tenure ~20.9 years). He holds a B.A. from Trinity College–Hartford and previously served as CEO of Bank of Bermuda Limited (1997–2004) and CEO/President of W.P. Stewart & Co., Ltd. (May 2005–March 2006). He is an Audit Committee financial expert and previously served as non‑executive Chair of AXIS (September 2020–May 2024) and as Lead Independent Director (since May 2012).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Bermuda Limited | Chief Executive Officer | Mar 1997–Mar 2004 | Led international banking operations; senior roles from 1973 across operations, Europe, retail banking |
| W.P. Stewart & Co., Ltd. | Chief Executive Officer & President | May 2005–Mar 2006 | Led asset management firm |
| AXIS Capital Board | Lead Independent Director | May 2012–Sep 2020 | Independent leadership of Board executive sessions; governance oversight |
| AXIS Capital Board | Non‑Executive Chair | Sep 2020–May 2024 | Chaired Board; chaired executive sessions prior to 2024 AGM |
External Roles
| Organization | Role | Period | Notes |
|---|---|---|---|
| AXIS Specialty Europe SE (subsidiary) | Director | Jan–Dec 2024 | Received $126,809 cash for service |
| AXIS Re SE (subsidiary) | Director | Jan–Dec 2024 | Included in $126,809 above |
| AXIS Specialty Limited (subsidiary) | Director | Jan–Dec 2024 | Received $25,000 cash for service |
| U.S.-listed company boards | — | — | None currently |
Board Governance
- Independence: The Board affirmatively determined Henry Smith is independent under NYSE standards and AXIS guidelines; he serves on multiple independent committees.
- Committees (2025): Executive Committee (member), Audit Committee (member), Corporate Governance, Nominating & Social Responsibility Committee (member). Audit Committee met 9 times; CGNSR met 5 times; Executive Committee met 0 times in 2024.
- Audit Committee financial expert: Smith qualifies under SEC rules.
- Attendance/Engagement: Board met 7 times in 2024; no director attended <75% of Board/committee meetings; all directors attended the 2024 AGM. Independent directors held executive sessions at each of four regular Board meetings; Smith chaired two sessions before the 2024 AGM.
- Chair transition: Immediately following the 2024 AGM, W. Marston Becker succeeded Smith as non‑executive Chair.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $173,384 | Includes $126,809 for service on AXIS Specialty Europe SE and AXIS Re SE boards; $25,000 for AXIS Specialty Limited board in 2024 |
| Stock Awards | $299,896 | Aggregate grant date fair value of required share retainer; directors must take $150,000 of Board retainer in AXIS common shares |
| Total | $473,280 | Sum of cash and stock awards |
| Share Issuance Detail | 2,763 shares | Smith elected to receive 100% of his pro‑rated Chair retainer in shares (derived at $54.27 closing price on Jan 16, 2024) |
| Board Retainer Policy | $250,000 | Annual Board retainer; $150,000 required in shares; remaining $100,000 cash or shares at director election |
| Committee Member Retainers | $10,000–$15,000 | Audit ($15k); CGNSR ($10k); Finance ($10k); Risk ($10k); HCC ($10k) |
| Committee Chair Retainers | $15,000–$35,000 | Audit ($35k); HCC ($15k); CGNSR ($15k); Finance ($15k); Risk ($20k) |
| Chair of Board Retainer | $150,000 (pro‑rated) | Pro‑rated chair retainer applied for Becker and Smith during 2024 |
Performance Compensation
| Director Performance Pay Elements | Structure | Status |
|---|---|---|
| Performance-based director pay (options/PSUs/bonuses) | Not part of director program; compensation via retainers (cash/shares) | None disclosed; directors compensated through fixed retainers and share elections per program |
| Options outstanding (directors/company) | Company-wide options | None outstanding at 12/31/2024 |
AXIS’ performance-based metrics (e.g., OROACE, rTSR, Adjusted DBVPS) apply to executive incentives, not director pay.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current U.S.-listed boards | None for Henry Smith |
| Executive Committee interlocks | Executive Committee members: Becker (Chair), Davis, Smith, Tizzio, Zlatkus |
| CGNSR Committee | Members: Hardwick (Chair), Becker, Ramey, Smith—oversees related‑party transactions and governance |
| Stone Point affiliations oversight | Board evaluated Davis’ Stone Point ties; CGNSR reviewed Stone Point affiliate transactions (investment management, fund commitments, repurchases) to ensure terms no less favorable; Davis did not participate in management’s investment decisions; independence maintained per Board determination |
Expertise & Qualifications
- Banking and finance: Former CEO of Bank of Bermuda; 31‑year banking career; international experience.
- Audit proficiency: Designated Audit Committee financial expert.
- Board leadership: Prior non‑executive Chair; prior Lead Independent Director; chaired executive sessions.
- Skills matrix: Finance and international experience; public company experience.
Equity Ownership
| Ownership Measure | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 50,795 | As of March 14, 2025 |
| Percent of Class | * | Less than 1% (based on 78,650,779 shares outstanding) |
| Stock Ownership Guidelines (Directors) | 5x | Multiple of cash retainer; 5 years to comply; compliance reviewed annually |
| Hedging/Pledging Policy | Prohibited | No hedging, short sales, certain derivatives or pledging as collateral permitted |
| Options Outstanding | None | No company options outstanding at 12/31/2024 |
Governance Assessment
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Strengths
- Independence affirmed; multi‑committee service (Audit, CGNSR, Executive) with Audit financial expert designation—supports effective oversight of reporting and controls.
- Strong engagement and attendance; chaired executive sessions prior to the 2024 AGM, reflecting active independent leadership.
- Director pay structure emphasizes equity alignment (mandatory share retainer; 5x ownership guideline) and prohibits hedging/pledging—positive alignment with shareholders.
-
Watchlist/RED FLAGS
- Related‑party exposure via Stone Point affiliate transactions overseen by committees that include Smith (CGNSR) and fellow director Charles Davis (Stone Point co‑CEO). While processes and independence determinations are disclosed, continued monitoring of approvals, recusals, and fee arrangements is warranted.
- Chair transition in 2024 (Smith to Becker) shifts leadership dynamics; ensure continuity of independent oversight across committees.
-
Shareholder feedback
- AXIS conducts annual Say‑on‑Pay; next advisory vote scheduled for 2026 (context for executive comp oversight).
- Historical vote example: 2022 Say‑on‑Pay approved (70.36m for; 5.31m against; 46k abstain).
Overall, Smith’s long banking background, Audit expert status, and prior Board leadership bolster governance credibility, while Stone Point‑related transactions merit active oversight to avoid perceived conflicts despite Board independence determinations.