Stanley Galanski
AXIS CAPITAL HOLDINGSAbout Stanley Galanski
Independent director of AXIS Capital Holdings Limited since January 2024; age 66. Former President & CEO of The Navigators Group (2003–2019, acquired by The Hartford), previously CEO of Intercargo Corporation, President of New Hampshire Insurance Company, and 15 years in management/underwriting at Chubb; currently CEO of G58 Capital. Holds a B.A. from the University of Pittsburgh; serves on AXIS Finance and Risk Committees; Board has affirmed his independence, including review of a related-party employment of his son .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Navigators Group | President & CEO | 2003–2019 | Led P&C specialty carrier; company acquired by The Hartford in 2019 |
| Intercargo Corporation | Chief Executive Officer | Not disclosed | Led specialty insurer; executive leadership experience |
| New Hampshire Insurance Company | President | Not disclosed | Executive oversight in underwriting/operations |
| Chubb | Management & underwriting roles | 15 years | Deep underwriting and insurance operating expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| G58 Capital | Chief Executive Officer | Current | Advisory/consulting firm for the insurance industry |
| U.S.-listed public company boards | None | — | No current U.S.-listed public company directorships |
Board Governance
- Committee assignments: Finance Committee (member), Risk Committee (member) .
- 2024 committee meeting counts: Finance (4), Risk (4); Board met 7 times in 2024 .
- Independence: Board determined Galanski is independent under NYSE and AXIS guidelines; specifically reviewed and concluded his son’s employment did not impair independence .
- Attendance: Company states no director attended less than 75% of Board and committee meetings; independent directors held executive sessions at each regular Board meeting (four in 2024) .
- Overboarding and governance guardrails: AXIS imposes limits on outside boards; majority independent Board; independent Audit, Human Capital & Compensation, and Corporate Governance committees; no hedging/pledging of AXIS stock .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $116,274 | Cash portion of Board/committee retainers elected/received |
| Stock Awards | $149,948 | Portion of annual Board retainer required to be paid in AXIS common shares (valued at grant) |
| Total | $266,222 | Sum of cash fees and stock awards |
Director compensation program (framework):
- Board annual retainer: $250,000; $150,000 required in AXIS shares; remaining $100,000 in shares or cash at director’s election .
- Committee membership retainers: Audit $15,000; Finance/Human Capital/Governance/Risk $10,000; committee chair retainers range $15,000–$35,000; Board Chair $150,000 (pro-rated in 2024 for chair transitions) .
Performance Compensation
| Feature | Presence | Detail |
|---|---|---|
| Performance-based cash metrics | None | Non-management director pay is retainer-based; no AIP linkage for directors |
| Equity with performance conditions (PSUs/options) | None | Directors receive share retainer; no option awards or PSUs disclosed for directors |
Other Directorships & Interlocks
| Category | Status | Detail |
|---|---|---|
| Current U.S.-listed public boards | None | No current U.S.-listed public boards for Galanski |
| Board interlocks | None disclosed | No interlocks noted for Galanski; AXIS discloses Stone Point relationships (affecting Charles Davis), but not linked to Galanski |
| Lead roles at AXIS committees | Member | Finance (member), Risk (member) |
Expertise & Qualifications
- Deep P&C insurance and reinsurance experience; executive leadership; robust underwriting knowledge .
- Skills matrix indicates Board-wide strengths in Insurance, Reinsurance, Finance, International, and Public Company experience; Galanski contributes materially to these areas .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Stanley Galanski | 13,428 | * (<1%) | Beneficial ownership as of March 14, 2025; total shares outstanding 78,650,779 |
Ownership alignment policies:
- Stock ownership guidelines: Directors required to hold AXIS stock equal to 5x compensation baseline; unvested RSUs that settle in shares count, PSUs do not; directors have five years to comply; compliance reviewed annually .
- Anti-hedging/pledging: Directors prohibited from hedging and pledging AXIS securities; pre-clearance and trading window restrictions apply .
Governance Assessment
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Strengths:
- Independence affirmed despite family employment; strong underwriting/insurance expertise aligned with Risk and Finance Committee mandates .
- Attendance and engagement: No director below 75% attendance; independent executive sessions at each regular meeting in 2024 .
- Compensation alignment: Mix of cash and mandatory share retainer supports skin-in-the-game; robust stock ownership guidelines and anti-hedging/pledging policy .
-
RED FLAGS / Watch items:
- Related-party exposure: Son employed by AXIS affiliate with total compensation of approximately $950,000 in 2024; Board concluded independence not impaired, but this remains a perceived conflict risk to monitor for role scope, reporting lines, and compensation changes .
- Broader ecosystem conflicts: AXIS has multiple investment and transactional relationships with Stone Point-affiliated entities (Finance Committee oversight areas); while not tied to Galanski, committee vigilance on such related-party transactions is prudent .
-
Investor sentiment context:
- 2024 Say-on-Pay support at 96%, reflecting broad investor approval of AXIS’ pay-for-performance framework, which supports overall governance confidence (company-wide) .