Lizabeth Zlatkus

About Lizabeth Zlatkus

Independent Director of AXIS Capital Holdings Limited (AXS), age 66, serving since March 2019 (Class II). She is Chair of the Audit Committee and a member of the Finance and Executive Committees. Former Chief Financial Officer (CFO), Chief Risk Officer (CRO), and Co‑President of Hartford Life at The Hartford Financial Services Group; holds a B.S. from Pennsylvania State University. The Board has determined she is independent under NYSE standards and serves as an Audit Committee financial expert .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Ms. Zlatkus is independent (and eligible for committee service) under NYSE standards and AXIS guidelines .
• Committees: Chair, Audit Committee; Member, Finance Committee; Member, Executive Committee .
• Audit Committee financial expert: Board determined Ms. Zlatkus (and three others) qualify as audit committee financial experts per SEC rules .
• Meeting cadence and attendance: Board met 7 times in 2024; Audit (9), Finance (4), Executive (0). No director attended less than 75% of Board and applicable committee meetings; all directors then in office attended the 2024 AGM .
• Executive sessions: Independent directors met in executive session at each of the four regularly scheduled Board meetings in 2024 .
• Board leadership: Independent Chair (W. Marston Becker); AXIS does not appoint a Lead Independent Director because the Chair is independent .
• Class and term: Class II director; Class II terms expire at the 2026 AGM under AXIS’ classified board structure .
• Tenure and skills matrix: Tenure 6.1 years; skills include Insurance Experience, Finance Experience, Banking Experience; gender diverse .

Fixed Compensation

Performance Compensation

AXIS does not disclose performance metrics (e.g., TSR, DBVPS) for non-management director equity; such metrics apply to executive PSUs, not director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Insurance operations leadership (28 years at The Hartford; roles spanning CFO, CRO, Co‑President of Hartford Life; international and group benefits) .
• Audit Committee financial expert designation; deep finance and risk credentials aligned with Audit chair responsibilities .
• Skills matrix: Insurance, Finance, Banking experience; gender diverse; current U.S.-listed public boards count of 2 .
• Education: B.S., Pennsylvania State University .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent director; Audit Committee Chair and SEC-defined financial expert; strong insurance finance and risk pedigree from The Hartford .
  • High governance quality signals: robust anti-hedging/pledging policy, director ownership guidelines (5x), majority independent board/committees, executive sessions of independents .
  • Attendance and engagement: full Board/committee attendance expectations met; independent directors held four executive sessions; 2024 say-on-pay approved by 96% of votes cast and Board ran extensive shareholder outreach .
• Potential flags:
  • Executive Committee membership can concentrate decision authority among a subset of directors; however, committee met 0 times in 2024 and includes independent Chair oversight .
  • Multiple external public directorships (two) increase time demands; AXIS overboarding limits are met, but monitoring is warranted if additional appointments occur .
  • AXIS’ related-party transactions with Stone Point (linked to another director) underscore the importance of strong Audit oversight—consistent with her chair role—but no ties to Zlatkus disclosed .
• Implications for investors:
  • Her role and expertise bolster financial reporting integrity and risk oversight—supportive for investor confidence in underwriting quality, reserve discipline, and controls .
  • Equity retainer and ownership policies promote alignment; absence of director performance equity reduces pay‑for‑performance optics but mitigates metric gaming risk .

Compensation Committee Analysis (Context)

• Committee composition: Human Capital and Compensation Committee members in 2024 were Michael Millegan (Chair), W. Marston Becker, Elanor Hardwick; all independent .
• Independent consultant: FW Cook served as the HCCC’s independent compensation consultant; committee determined no conflicts of interest .
• Shareholder feedback: 2024 Say‑on‑Pay support at 96%; Board/HCCC conducted spring and fall outreach and incorporated feedback into program design and disclosures .

Related-Party Transactions (Conflict Review)

• AXIS maintains formal processes for reviewing related-party transactions via the Corporate Governance, Nominating, and Social Responsibility Committee; directors must disclose conflicts and recuse as needed .
• 2024–2025 transactions included investments and agreements with Stone Point-affiliated entities and a family employment relationship of another director; none were disclosed involving Ms. Zlatkus .

Director Compensation Details (Program Mechanics)

Note: AXIS does not disclose director equity vesting/performance conditions beyond share-based retainer mechanics; performance-based equity design applies to executives (PSUs with rTSR and Adjusted DBVPS) not directors .

Say‑on‑Pay & Shareholder Feedback (Context)

Risk Indicators & Red Flags

Board Governance (Attendance and Sessions)

Summary

Ms. Zlatkus brings seasoned insurance finance and risk leadership and serves as independent Audit Chair and SEC financial expert—enhancing AXIS’ oversight of reporting, controls, and reserves. Compensation structure emphasizes equity retainers and ownership guidelines, with robust anti‑hedging/pledging rules; no conflicts were disclosed involving her. Overall, her profile supports board effectiveness and investor confidence in AXIS’ governance and risk oversight .