Thomas Ramey
AXIS CAPITAL HOLDINGSAbout Thomas Ramey
Independent director at AXIS Capital Holdings Limited since July 2009 (15.7 years of service); age 81. Former Chairman and President of Liberty International (Liberty Mutual Group subsidiary) and EVP of Liberty Mutual Group (1995–2009); previously President & CEO of American International Healthcare (AIG subsidiary, 1986–1992). Education: B.A., Texas Tech University; M.A., Tulane University. The Board has affirmatively determined Mr. Ramey is independent under NYSE standards and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty International (Liberty Mutual Group) | Chairman & President | 1997–2009 | Led international insurance operations, acquisitions, and management |
| Liberty Mutual Group | Executive Vice President | 1995–2009 | Senior leadership across global insurance operations |
| American International Healthcare (AIG subsidiary) | President & CEO | 1986–1992 | Ran international healthcare business within AIG |
| International healthcare trading company | Founder & President | N/A | HMO consulting/management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UroCor, Inc. (NASDAQ; acquired by Dianon Systems) | Director | 1996–2001 | Prior public-company directorship |
| Current U.S.-listed public boards | None | — | Skills matrix shows 0 other boards |
Board Governance
- Committee memberships: Corporate Governance, Nominating & Social Responsibility (member); Risk Committee (member) .
- Independence: Board determined Mr. Ramey is independent for NYSE and committee service .
- Attendance: Board met 7 times in 2024; no director attended <75% of Board and committee meetings; independent directors held executive sessions at each of four regular Board meetings .
- Committee activity levels (2024): CGNSR Committee held 5 meetings; Risk Committee held 4 meetings .
- Board leadership: Independent Chair; no Lead Independent Director required under guidelines .
- Overboarding controls: Corporate Governance Guidelines cap board/committee service; monitored by CGNSR Committee .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $121,863 | Board/committee cash retainers |
| Stock Awards (grant-date fair value) | $149,948 | Portion of annual retainer required in AXIS shares |
| Total | $271,811 | Sum of cash + equity; no “All Other” comp |
Director program design (applies to all non-management directors):
- Annual Board retainer: $250,000; $150,000 required in AXIS common shares; remainder electable in cash or shares; committee retainers can be taken in shares; share value based on 10th trading day in January .
- Committee member retainers (annual): Audit $15,000; Human Capital & Compensation $10,000; CGNSR $10,000; Finance $10,000; Risk $10,000 .
- Committee chair retainers (annual): Audit $35,000; Human Capital & Compensation $15,000; CGNSR $15,000; Finance $15,000; Risk $20,000 .
- Board Chair additional retainer: $150,000 (pro-rated for 2024 transitions) .
Performance Compensation
- Non-management director pay is not performance-based; equity is delivered as shares (not PSUs/options) under the Directors Annual Compensation Program; no performance metrics apply to director awards .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current U.S.-listed boards | None (per Board skills matrix) |
| Prior public-company board | UroCor, Inc. (1996–2001) |
| Noted affiliations/conflicts | None disclosed for Mr. Ramey; related-party reviews disclosed for other directors (Stone Point affiliates, employment of family members) but not involving Mr. Ramey . |
Expertise & Qualifications
- Extensive insurance industry and international operations leadership; deep experience in acquisitions and management (Liberty Mutual, AIG) .
- Board skills matrix associates him with insurance, reinsurance, finance, and international experience; average director age 67.6; Mr. Ramey age 81; tenure 15.7 years .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class |
|---|---|---|
| Thomas Ramey | 24,395 | <1% (based on 78,650,779 shares outstanding) |
- Stock ownership guidelines: Directors required to hold equity equal to 5x cash retainer; 5-year compliance window; Committee reviews compliance annually .
- Hedging/pledging: Prohibited for directors under insider trading policy .
Governance Assessment
- Independence and engagement: Independent director with consistent committee involvement (CGNSR and Risk) and Board attendance above threshold; participates within a Board that conducts annual evaluations and regular executive sessions, supporting effective oversight .
- Alignment: Director compensation includes a mandated equity component ($150,000 in AXIS shares), enhancing alignment with shareholders; anti-hedging/pledging policy strengthens alignment integrity .
- Experience fit: International insurance leadership background aligns with AXIS’s specialty underwriting strategy and Risk Committee oversight needs .
- Potential conflicts/red flags: None disclosed for Mr. Ramey; company’s related-party transaction oversight and independence processes are robust; no hedging/pledging; Board overboarding guardrails in place .
- Macro governance context: Classified Board structure remains under annual review; shareholder engagement strong; Say-on-Pay supported at 96%, indicating positive investor sentiment toward governance and pay practices (context for Board oversight environment) .