Vincent Tizzio
AXIS CAPITAL HOLDINGSAbout Vincent Tizzio
Vincent Tizzio, 58, is President and Chief Executive Officer of AXIS Capital Holdings (AXS) and serves on the Board as a Class III director; he holds a B.S. from Adelphi University and is a member of the Executive Committee . Appointed CEO on May 4, 2023, Tizzio led AXIS through 2024 to strong results: ROACE 20.5%, OROACE 18.6%, diluted book value per share rose 20.7% to $65.27, and one‑year TSR was 63.9% . Operationally, AXIS produced record $9.0B gross premiums written (+7.8% YoY), cut its G&A ratio by 90 bps to 12.6%, and delivered a group combined ratio of 92.3% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AXIS Capital | CEO, Specialty Insurance & Reinsurance; Senior Advisor | Jan 2022–May 2023 (Advisor Jan–Jun 2022; CEO Specialty Jun 2022–May 2023) | Supported pivot to specialty underwriting; leadership continuity ahead of CEO appointment |
| The Hartford | EVP & Head of Global Specialty | May 2019–Aug 2021 | Led global specialty lines; underwriting and go‑to‑market expertise |
| Navigators Management Company | President & CEO | ~7 years (prior to The Hartford) | Specialty underwriting leadership; deep underwriting and GTM experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None (U.S.-listed) |
| Other boards/committee roles | Not disclosed in proxy |
Fixed Compensation
| Component | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,050,000 | $1,100,000 | Floor no less than $1,000,000 under employment agreement |
| Target Bonus (% of salary) | 160% | 170% | 175% | Governed by employment agreement |
Performance Compensation
| Annual Incentive (AIP) | Metric | Weighting | Target | Actual | Payout Factor | 2024 Payout ($) |
|---|---|---|---|---|---|---|
| Company Financial | OROACE | 75% | 16.9% | 18.6% | 134% | $1,338,750 × 134% = $1,793, |
| Strategic (Non-Financial) | Board‑approved goals | 25% | Goals set annually | Strong execution | 200% | $446,250 × 200% = $892, |
| Total | — | 100% | Target $1,785,000 | — | 150.5% | $2,686,425 |
| Long‑Term Incentive (LTI) | 2024 Performance Year Awarded (granted Jan 2025) | Mix | Performance Metrics | Vesting |
|---|---|---|---|---|
| CEO LTI value | $5,040,000 (120% of target) | 60% PSUs / 40% RSUs | PSUs: 50% rTSR vs peer group, 50% Adjusted DBVPS; promotional 2023 PSUs based on absolute TSR CAGR | PSUs cliff at 3 years; RSUs 25% per year over 4 years |
| PSU performance (2022 grant) | Tied to rTSR over 2022–2024 | Payout 192.3% | rTSR percentile ≈83rd | 20,574 PSUs earned vs 10,699 target |
Key incentive plan metrics used across programs: OROACE (AIP), rTSR and Adjusted DBVPS (PSUs); CEO’s 2023 promotional PSUs use absolute TSR CAGR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 49,897 common shares; <1% of class (78,650,779 outstanding) |
| Stock ownership guidelines | CEO 6x salary; 5‑year compliance window; unvested RSUs settling in shares count; PSUs do not |
| Anti‑hedging/pledging | Hedging and pledging of AXIS stock prohibited; pre‑clearance and trading windows apply |
| Clawback policy | Dodd‑Frank/NYSE‑compliant 3‑year recoupment for restatements; updated Sept 2023 |
| 2024 vesting realized | 25,738 shares; $1,575,143 realized value |
| Outstanding equity (12/31/24) | Aggregate market value $14,992,909 (RSUs+PSUs at target; PX=$88.62) |
Outstanding awards (as of 12/31/24; vesting commencement noted):
- RSUs: 1/1/2022 RSUs 15,430, vests over 3 years from 2/1/2022; 1/25/2022 RSUs 5,349; 1/24/2023 RSUs 7,740; 5/4/2023 RSUs 15,165 (commences 6/1/2023); 1/30/2024 RSUs 25,709; all standard RSUs vest 25% annually from March 1 of grant year (except May 2023 grant) .
- PSUs (at target): 1/24/2023 PSUs 10,319; 5/4/2023 PSUs 30,331; 1/30/2024 PSUs 38,565; 1/25/2022 PSUs 20,574 paid at 192% (vested 3/1/2025) .
Insider selling pressure considerations: upcoming scheduled RSU tranches vest annually (e.g., March 1 and June 1 for the May 2023 award) and PSU cliffs on the third anniversary may create liquidity events; however, hedging/pledging is prohibited and trades are subject to pre‑clearance and window restrictions .
Employment Terms
| Term | Provision |
|---|---|
| Agreement & term | Employment agreement dated Apr 11, 2023 through Dec 31, 2026; auto‑renewal for successive one‑year periods unless 6‑month non‑renewal notice |
| Compensation minimums | Base salary ≥$1,000,000; AIP target initially 160% (now 175%); LTI target currently $5,000,000 |
| Notice & covenants | 6‑month notice for voluntary resignation; 30‑day notice for termination without cause; non‑compete and non‑solicit for 18 months post‑termination |
| Severance (no CoC) | 1.5x base salary and 1.5x target bonus; 50% of unvested RSUs/PSUs vest immediately and 50% continue vesting; pro‑rata bonus; 12‑month COBRA premium payment |
| Severance (Double‑trigger CoC) | 2x base salary and 2x target bonus; immediate vesting of all unvested RSUs/PSUs; pro‑rata bonus; 12‑month COBRA payment; 280G best‑net or cutback |
| Death/disability | Pro‑rata bonus; immediate vesting of all unvested RSUs/PSUs |
Potential Payments Upon Termination (as of 12/31/24; assumes target for performance awards):
| Scenario | Base Pay | Separation Bonus | Equity Value | Benefits (COBRA) | Total |
|---|---|---|---|---|---|
| Death/Disability | — | $1,785,000 | $14,992,909 | $43,264 | $16,821,173 |
| Good Reason | $1,575,000 | $4,462,500 | $14,992,909 | $43,264 | $21,073,673 |
| Without Cause (pre‑CoC) | $1,575,000 | $4,462,500 | $14,992,909 | $43,264 | $21,073,673 |
| Good Reason/Without Cause post‑CoC | $2,100,000 | $5,355,000 | $14,992,909 | $43,264 | $22,491,173 |
Perquisites/Other: company retirement contributions and cash in lieu of supplemental plan (U.S. 457A) included in “All Other Compensation” ($108,825 for 2024) .
Performance & Track Record
| Metric (FY2024) | Result | YoY change |
|---|---|---|
| ROACE | 20.5% | +12.6 pts |
| OROACE | 18.6% | +7.6 pts |
| DBVPS | $65.27 | +20.7% |
| TSR (1‑yr, div‑adj) | 63.9% | +58.4 pts |
| Gross Premiums Written | $9.0B | +7.8% |
| Group Combined Ratio | 92.3% | −7.6 pts |
Strategic execution: specialty expansion, efficiency via “How We Work,” and AI/technology investments were highlighted as drivers of 2024 performance .
Board Governance
| Attribute | Details |
|---|---|
| Board role | Class III Director nominee; President & CEO; Executive Committee member |
| Independence | Not independent (CEO); majority of Board independent; key committees fully independent |
| Leadership structure | Separate Chair (independent) and CEO; independent director executive sessions at each regular Board meeting |
| Committees | Executive Committee member; Board committees (Audit, HCC, CGNSR, Finance, Risk) are independent; HCC sets CEO pay |
| Board attendance | Board met 7x in 2024; all directors ≥75% attendance; AGM attendance by all directors |
| Director compensation | Employees do not receive director pay |
Director Compensation (Context)
The 2024 Directors Annual Compensation Program required $150,000 of the annual Board retainer in AXIS shares; employees of the Company (including the CEO) do not receive director compensation .
Compensation Peer Group and Pay Governance
- Compensation benchmarking and performance peer groups established and reviewed with FW Cook; performance peer group expanded and updated for PSU measurement .
- Best practices include robust ownership guidelines, clawback, no hedging/pledging, no single‑trigger CoC vesting, and use of independent consultant; 2024 Say‑on‑Pay support was 96% .
Risk Indicators & Red Flags
- Hedging/pledging of AXIS stock is prohibited; trading windows and pre‑clearance required .
- Clawback policy compliant with SEC/NYSE rules (Sept 2023 update) .
- Change‑in‑control provisions are double‑trigger; no excise tax gross‑ups; no single‑trigger vesting .
- Related‑party transactions (Stone Point affiliates) are reviewed by independent committee; not linked to CEO compensation or role .
- HCC meets with Risk Committee annually to review compensation risk; program designed to avoid excessive risk‑taking .
Compensation Structure Analysis
- 2024 cash vs equity: CEO total performance year compensation $8.78M, with meaningful equity emphasis (60% PSUs/40% RSUs), and AIP payout at 150.5% reflecting OROACE and strategy execution .
- Shift in PSUs to add Adjusted DBVPS (from 2024 grants) enhances intrinsic value alignment beyond rTSR; CEO’s 2023 promotional PSUs tied to absolute TSR CAGR .
- Say‑on‑Pay rebound to 96% suggests strong investor support for pay‑for‑performance alignment .
Equity Ownership & Alignment (Detailed Outstanding Awards for Tizzio)
| Grant Date | Instrument | Unvested Units | Market Value ($) | Notes |
|---|---|---|---|---|
| 1/1/2022 | RSU | 15,430 | $1,367,407 | 3‑year installments from 2/1/2022 |
| 1/25/2022 | RSU | 5,349 | $474,028 | 4‑year installments from 3/1/2022 |
| 1/24/2023 | RSU | 7,740 | $685,919 | 4‑year installments from 3/1/2023 |
| 5/4/2023 | RSU | 15,165 | $1,343,922 | 4‑year installments from 6/1/2023 |
| 1/30/2024 | RSU | 25,709 | $2,278,332 | 4‑year installments from 3/1/2024 |
| 1/25/2022 | PSU | 20,574 (earned) | $1,823,268 | rTSR PSU paid at 192%; vested 3/1/2025 |
| 1/24/2023 | PSU | 10,319 (target) | $914,470 | 3‑year cliff; absolute TSR CAGR (CEO promo) applies to 5/4/2023 PSU |
| 5/4/2023 | PSU | 30,331 (target) | $2,687,933 | 3‑year cliff |
| 1/30/2024 | PSU | 38,565 (target) | $3,417,630 | 3‑year cliff |
| Total | — | — | $14,992,909 | Aggregate at $88.62 PX |
Investment Implications
- Pay‑for‑performance alignment is tight: AIP uses OROACE with explicit goal rigor, and LTI balances rTSR with Adjusted DBVPS to drive intrinsic value creation; 2022 PSU payout at 192% reflects strong relative performance .
- Retention risk appears mitigated by substantial unvested RSUs/PSUs and double‑trigger CoC protections; non‑compete/non‑solicit (18 months) add post‑termination friction .
- Insider selling pressure may emerge around March/June annual RSU tranches and PSU cliffs; however, anti‑hedging/pledging policies, trading windows, and ownership guidelines reduce misalignment risk .
- Governance risks related to CEO dual role are limited by independent Chair, fully independent key committees, and majority‑independent Board .
- Strong 2024 financial and TSR outcomes plus 96% Say‑on‑Pay support suggest investor confidence; monitor execution against specialty leadership aspiration and sustainability of OROACE in cycle turns .