Michael Millegan
AXIS CAPITAL HOLDINGSAbout Michael Millegan
Independent director (since April 2021), age 66, with 33 years of executive leadership at Verizon spanning digital platforms, cybersecurity, supply chain, sales, marketing, and operations; founder/CEO of Millegan Advisory Group‑3 LLC. Education: B.A. and M.B.A. from Angelo State University. Currently chairs AXIS’ Human Capital and Compensation Committee and serves on the Finance Committee. Independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon | President, Verizon Global Wholesale Group; President, Verizon Digital Media Service; Area President, Verizon Midwest Region; SVP, Verizon Enterprise Operations | 33 years | Led large-scale B2B network operations and digital platform initiatives |
| Millegan Advisory Group‑3 LLC | Founder & CEO | Since Feb 2014 | Strategic advisory to early-stage companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Portland General Electric Company | Director (U.S.-listed) | Since 2019 | Current public company board |
| CoreSite Realty Corporation | Director | Feb–Dec 2021 | Prior board, exited upon acquisition |
| Wireless Telecom Group, Inc. | Director | Nov 2016–Aug 2023 | Prior board service |
Board Governance
- Independence: Board determined Millegan is independent under NYSE and AXIS guidelines .
- Committees: Chair, Human Capital & Compensation (6 meetings in 2024); Member, Finance (4 meetings in 2024) .
- Attendance: Board met 7 times in 2024; no director attended less than 75% of Board and committee meetings; all directors attended 2024 AGM .
- Executive sessions: Independent directors met in executive session at each of four regularly scheduled Board meetings .
- Shareholder engagement: As HCC Chair, co-led outreach; 2024 Say‑on‑Pay supported by 96% of votes cast .
- Overboarding policy: Directors generally limited to ≤4 public boards; Audit members ≤3 audit committees; advance review required for outside boards .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $135,000 | Director cash retainer and any elected cash for committee service |
| Stock Awards (common shares) | $149,948 | Portion of Board retainer mandated in shares |
| Total | $284,948 | Aggregate director compensation for 2024 |
| 2024 Directors Annual Compensation Program | Amount | Structure |
|---|---|---|
| Board retainer (annual) | $250,000 | $150,000 required in AXIS common shares; remaining $100,000 elected in shares or cash |
| Committee member retainers | $10,000 (HCC/CGNSR/Finance/Risk); $15,000 (Audit) | Payable; directors could elect shares in lieu of cash |
| Committee chair retainers | $15,000 (HCC/Finance/CGNSR); $35,000 (Audit); $20,000 (Risk) | Additional to committee member fees |
| Board Chair retainer | $150,000 | For non-employee Chair (pro-rated if applicable) |
Performance Compensation
As HCC Chair, Millegan oversees executive incentive design and metrics (directors do not receive performance-based equity). AXIS incentive metrics and 2024 outcomes:
| Metric | 2024 Target / Scale | 2024 Actual | Payout Basis |
|---|---|---|---|
| OROACE (Annual Incentive) | Target 16.9%; Threshold 11.9% (50%); Max 21.9% (200%) | 18.6% → Company score factor 134% | Determines AIP financial component; CEO AIP weighting 75% OROACE |
| PSUs (granted 2022, 3-year rTSR) | Target payout at 55th percentile; 200% at ≥85th; 0% <25th | rTSR at ~83rd percentile → 192.3% payout | Three-year cliff vest (rTSR vs peer group) |
| PSUs (granted 2024–2025) | 50% rTSR; 50% Adjusted DBVPS (3-year) | Ongoing (performance over 2024–2026) | Balanced long-term value creation metrics |
Clawback and risk controls: Updated Dodd‑Frank/NYSE-compliant clawback policy (Sept 2023); anti‑hedging and anti‑pledging policy prohibits hedging/pledging by directors and officers .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current U.S.-listed public boards | 1 (Portland General Electric Company) |
| Compensation committee interlocks | None; HCC members were independent; no interlocking relationships disclosed |
| Potential related-party transactions | None disclosed involving Millegan; Stone Point relationships reviewed separately; independence not impaired – |
Expertise & Qualifications
- Digital technology and platforms; cybersecurity; supply chain; enterprise operations; B2B network leadership .
- Board skills matrix indicates digital and finance experience among his competencies .
- Executive compensation governance: Chairs HCC; oversees pay-for-performance alignment, severance plan adoption, equity mix, shareholder outreach .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Michael Millegan | 10,681 | * (<1%) | March 14, 2025 |
- Shares outstanding: 78,650,779 common shares .
- Director stock ownership guidelines: Minimum 5x annual cash retainer; 5 years to comply; unvested RSUs settling in shares count; PSUs do not count; compliance reviewed annually .
- Trading restrictions: Prohibits hedging (e.g., collars/swaps), short sales, derivative trades, and pledging AXIS stock; pre-clearance and trading windows required –.
Governance Assessment
- Board effectiveness: Millegan’s deep operating/digital/cyber background and B2B network leadership add relevant expertise to a specialty underwriter; as HCC Chair he has driven alignment of incentives with OROACE, rTSR, and Adjusted DBVVPS metrics and broadened equity participation across the company, supporting culture and retention .
- Independence/engagement: Independence affirmed; strong attendance; actively led shareholder outreach culminating in 96% Say‑on‑Pay support, bolstering investor confidence in comp governance .
- Alignment: Director pay mix includes mandatory stock retainer; robust ownership guidelines; anti‑hedging/pledging policies — positive alignment signals –.
- Oversight rigor: HCC retains independent consultant (FW Cook), reviews peer groups, maintains clawback policy, and exercises discretion to manage risk — strong process discipline – .
- Red flags: None disclosed specific to Millegan (no related-party transactions or interlocks, no attendance gaps). Note broader governance debate on classified board structure; Board reviews annually in response to shareholder feedback .