W. Marston Becker
AXIS CAPITAL HOLDINGSAbout W. Marston Becker
Independent Chair of the Board at AXIS Capital (AXS), age 72, serving as a director since June 2020. Background includes 37 years in insurance and financial services with prior CEO/Chair roles; holds a B.A. and J.D. from West Virginia University, is a CPA and an admitted attorney in West Virginia . He became non-executive Chair immediately following the 2024 AGM and also chairs the Executive Committee; he is classified as independent under NYSE standards and the Company’s Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE Insurance Group | Chairman of the Board | 2014–Apr 2020 | Led governance of global insurer |
| Alterra Capital Holdings Limited | Chairman & CEO | 2006–2013 | Led strategy and operations |
| Trenwick Group, Ltd. | Chairman & CEO | 2002–2005 | Turnaround/leadership in P&C |
| LaSalle Re Holdings (run-off) | Chairman & CEO | 2002–2008 | Managed run-off; capital recovery |
| Orion Capital Corporation | Chairman & CEO | 1996–2000 | Led insurance holding company |
| McDonough Caperton Insurance Group, Inc. | President & CEO | 1987–1994 | Operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVB Financial Corp (US-listed) | Director | Since 2020 | Not disclosed in AXS proxy |
Board Governance
- Roles: Non-executive Chair of the Board; Chair of Executive Committee; Member of Human Capital & Compensation Committee; Member of Corporate Governance, Nominating & Social Responsibility Committee .
- Independence: Board determined Becker is independent (NYSE and company standards); Board is majority independent (11/12) .
- Attendance & engagement: Board met 7 times in 2024; no director attended less than 75% of Board and committee meetings; all directors attended 2024 AGM. Independent directors held executive sessions at each of four regular Board meetings; Becker chaired two sessions post-AGM .
- Leadership structure: Board separates CEO and Chair roles; Becker acts independently of CEO and represents Board in shareholder communications; no Lead Independent Director needed given independent Chair .
- Committees and 2024 meeting count: Human Capital & Compensation (Members: Millegan—Chair, Becker, Hardwick; 6 meetings) ; Corporate Governance, Nominating & Social Responsibility (Members: Hardwick—Chair, Becker, Ramey, Smith; 5 meetings) ; Executive Committee (Becker—Chair; 0 meetings) .
Fixed Compensation
| Component | 2024 Amount/Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $121,562 | 2024 Director Compensation |
| Stock Awards (grant-date fair value) | $249,968 | 2024 Director Compensation |
| Total | $371,530 | 2024 Director Compensation |
| Shares issued under retainer elections | 1,843 shares (elected remaining portion of annual board retainer in shares) | Footnote (1) |
Director fee schedule (2024 program):
- Board annual retainer: $250,000; $150,000 required in AXS common shares; remaining $100,000 elective in shares or cash .
- Committee member retainers: Audit $15,000; Human Capital & Compensation $10,000; Corporate Governance $10,000; Finance $10,000; Risk $10,000 .
- Committee chair retainers: Audit $35,000; Human Capital & Compensation $15,000; Corporate Governance $15,000; Finance $15,000; Risk $20,000 .
- Chair of the Board retainer: $150,000 (Becker and Smith received pro-rated retainers based on dates of chair service) .
Performance Compensation
- AXIS does not disclose performance-based metrics tied to non-management director compensation; director pay is structured via cash and equity retainers (mandatory equity portion to align interests) .
Committee oversight metrics (as signals of pay-for-performance under Becker’s Human Capital & Compensation Committee membership):
| Metric | FY 2024 Result | Usage in Incentives | Source |
|---|---|---|---|
| OROACE (%) | 18.6% | Annual Incentive Plan financial metric; 2024 target 16.9% yielded 134% factor | |
| ROACE (%) | 20.5% | Performance context (non-GAAP linkage) | |
| DBVPS ($) | $65.27 | PSU metric component beginning 2024 (Adjusted DBVPS) | |
| One-year TSR (%) | 63.9% | PSU rTSR framework, 2022 awards paid 192% for 83rd percentile |
Other Directorships & Interlocks
| Company | Type | Interlock/Transaction Notes |
|---|---|---|
| MVB Financial Corp | Current US-listed board | No AXIS-related transactions disclosed . |
| Stone Point-related relationships | Not a Becker role; Board reviews independence annually | Multiple AXIS investments/fees with Stone Point affiliates; oversight by Corporate Governance Committee; transactions reviewed as no less favorable than for other investors . |
Expertise & Qualifications
- 37 years of leadership in insurance and financial services; former Chairman/CEO across multiple insurers and reinsurers .
- CPA and J.D.; financial, legal, and regulatory acumen relevant to audit/compensation governance .
- Board skills matrix tags Becker with public company, insurance/reinsurance, finance, international, banking, and legal/regulatory expertise .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| W. Marston Becker | 24,597 | <1% | Based on 78,650,779 shares outstanding as of Mar 14, 2025 . |
Ownership alignment and restrictions:
- Director stock ownership guidelines: 5x total earned cash retainer; five-year compliance window; unvested RSUs settling in shares count toward guideline (cash-settled RSUs and unvested PSUs do not) .
- No hedging or pledging of AXIS stock permitted under governance policies .
- 2024 retainer program required $150,000 in shares—Becker elected additional shares (1,843) indicating stronger alignment .
Governance Assessment
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Strengths:
- Independent Chair separate from CEO; fosters checks/balances and shareholder engagement; Becker co-led robust outreach in 2024 alongside the Compensation Chair .
- Strong attendance culture; executive sessions held quarterly (Becker chaired post-AGM sessions) .
- Clear director ownership guidelines and anti-hedging/anti-pledging policies; mandatory equity retainer aligns incentives .
- Compensation oversight uses rigorous metrics (OROACE, rTSR, Adjusted DBVPS); Say-on-Pay support improved to 96% in 2024, indicating investor confidence in pay design .
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Watch items / potential conflict perceptions:
- Extensive transactions with Stone Point affiliates (fees, investments, repurchases from T-VIII PubOpps LP) reviewed and approved under related-party policy; Becker serves on governance and compensation committees that oversee such processes, though he is not identified as a related party in these transactions .
- Classified board structure retained; Board continues to evaluate annually given shareholder feedback .
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Overall: Governance practices reflect independent leadership, active oversight, and strong shareholder alignment; related-party exposure is concentrated around Stone Point via another director (Davis) but subject to formal review and independence determinations .