Mark Kociancic
About Mark Kociancic
Mark Kociancic is Executive Vice President and Chief Financial Officer of Everest Group, Ltd. (EG). He joined Everest in October 2020 after serving as Group CFO of SCOR SE from 2013–2020, with prior senior roles in SCOR’s U.S. operations beginning in 2006; he holds CPA (Canada) and CFA designations and is age 55 as disclosed in EG’s 2025 Proxy . Under his tenure, EG reported 2024 gross written premium of $18.2B (+9.1% YoY), net income of $1.4B, Net Operating Income ROE of 9.0%, and TSR of 9.2% for 2024, reflecting disciplined underwriting and capital management through volatile catastrophe cycles . Kociancic is a Section 302/906 certifying officer for EG’s 2024 10-K and Q3 2025 10-Q, underscoring his accountability for controls and financial reporting quality .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SCOR SE | Group Chief Financial Officer | 2013–2020 | Led global finance, capital, and reporting; promoted from Deputy Group CFO (2012) after senior roles in U.S. operations (from 2006) |
| SCOR U.S. operations | Senior executive roles | 2006–2012 | Advanced finance leadership culminating in Deputy Group CFO appointment in 2012 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everest Insurance (Ireland) DAC | Non-Executive Director | Not stated | Governance and oversight within EG group’s Ireland insurance entity |
Fixed Compensation
Multi-year CFO compensation (SEC-defined SCT amounts):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 875,000 | 894,231 | 900,000 |
| Restricted Stock Awards (grant-date FV) | 1,059,896 | 1,181,570 | 1,370,171 |
| Performance Share Units (grant-date FV) | 529,194 | 510,484 | 675,108 |
| Non-Equity Incentive Plan (Annual Bonus) | 1,273,900 | 1,556,200 | 903,300 |
| All Other Compensation | 376,631 | 374,403 | 387,666 |
| Total Compensation | 4,114,621 | 4,516,888 | 4,236,245 |
Key terms:
- Employment agreement effective April 25, 2024 (indefinite term) with base salary $900,000, target annual bonus 140% of salary, and target stock award 217% of salary .
- On February 26, 2025, Compensation Committee approved: one-time restricted stock award of $1.5M to Kociancic; increased target annual incentive bonus to 175% of salary; and increased target equity value to $2.5M .
Performance Compensation
Annual cash incentive mechanics (2024):
- Bonus split: 60% Company financial metric (Adjusted Net Operating Income ROE) and 40% individual performance; max bonus capped at 200% of salary (subject to $3.5M plan cap) .
- 2024 targets: Plan Operating ROE target set at 17%; tiers: threshold 8%, target 17%, maximum ≥25% .
- Actual 2024 outcome for CFO: ROE achieved 8.7%; financial component payout $183,300; individual component paid at maximum $720,000 due to strong performance; total cash bonus $903,300 .
| Component | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Adjusted Net Operating Income ROE | 60% of bonus | 17.0% | 8.7% | 183,300 | Cash (annual) |
| Individual performance | 40% of bonus | Qualitative goals | Committee determined maximum | 720,000 | Cash (annual) |
| Total Annual Bonus | — | — | — | 903,300 | — |
PSU program:
- Historic PSU structure (2022–2024 awards): 3 metrics across three years—Net Operating Income ROE (50%), 1-year TSR (25%), and 3-year Relative TSR vs peer group (25%); earn-out range 0–175% .
- 2025 LTI changes: NEO LTI split 50% PSUs / 50% restricted stock; PSU metrics equally weighted Adjusted Net Operating Income ROE and relative change in TSR vs peers; maximum payout raised to 200%; dividend equivalents paid proportionally to earned PSUs .
2022 PSU achievements (award assessed in 2025):
| Metric | 2022 Period | 2023 Period | 2024 Period | Earned PSUs (Kociancic) |
|---|---|---|---|---|
| Net Operating Income ROE (50% weight) | Target 12.4%; Actual 10.6%; Multiplier 80.7% | Target 13.5–14.5%; Actual 18.7%; Multiplier 157.3% | Target 17.0%; Actual 9.0%; Multiplier 33.3% | 236 + 460 + 98 = 794 |
| 1-year TSR (25% weight each yr) | Target 13.0%; Actual 5.4%; Multiplier 0% | Target 13.5–14.5%; Actual 21.3%; Multiplier 175% | Target 17.0%; Actual 9.2%; Multiplier 35% | 0 + 256 + 52 = 308 |
| 3-year Relative TSR vs peers (25% weight) | 2022–2024: Actual 56th percentile; Award 118% | — | — | 518 |
| Total PSUs earned (2022 grant) | — | — | — | 1,620 |
Vesting schedules:
- RS awards granted prior to 2024: vest 20% annually over 5 years; RS awards granted in 2024: vest 33.333% annually over 3 years; quarterly dividends payable during restricted period .
- PSUs: vest 100% at end of 3-year performance period based on certified outcomes .
Equity Ownership & Alignment
Beneficial ownership (as of March 17, 2025):
- Shares owned: 34,971 (includes restricted shares) .
- Footnote: includes 18,010 restricted shares not yet vested under the 2020 Stock Incentive Plan .
- Directors and executive officers as a group: 544,058 shares (1.1% of class), based on 47,784,880 voting shares outstanding .
Outstanding equity at FY-end 2024 (market values reflect NYSE close of $362.46 on Dec 31, 2024):
| Equity Type | Count | Market/Payout Value |
|---|---|---|
| Unvested Restricted Shares | 14,129 | $5,121,197 |
| Unearned PSUs (target level) | 3,568 | $1,293,348 (at max performance assumption per table note) |
Alignment mechanisms and restrictions:
- Stock ownership guideline: at least 3x base salary for executive vice presidents; NEOs with >2 years service (including Kociancic) in compliance for 2024 .
- Retention requirement: if below guideline, must retain at least 50% of net shares from vesting/exercise until guideline met; refrain from selling owned shares until compliant .
- Anti-hedging and pledging: hedging, shorting, derivatives on company stock, and pledging are prohibited under EG’s policies .
- Options: company does not currently grant options; none outstanding as of September 30, 2025 .
Employment Terms
Key employment agreement terms:
- Effective date/term: Amended and Restated agreement effective April 25, 2024; indefinite term; role EVP & CFO .
- Base salary/targets: $900,000 base; target bonus 140% of salary; target stock award 217% of salary . Updated on Feb 26, 2025: target bonus 175%; target equity value $2.5M; plus $1.5M one-time RS grant .
- Severance (without cause or resignation for good reason, outside CIC): cash equal to 2x base salary paid over 12 months; unvested RS continue to vest for 12 months; PSUs paid for installments achieved prior to departure; benefits continuation; non-compete applies .
- Change-in-Control Plan (double trigger): cash equal to average salary+bonus over past 3 years times a factor set by Board (2.0x for Kociancic in 2024); immediate vesting of RS; stock options (if any) vest and remain exercisable for three months; benefits continuation; special retirement benefits; PSU awards governed by PSU agreement; “Best Net” Section 280G cutback to maximize after-tax proceeds .
Illustrative potential payments (as of Dec 31, 2024):
| Scenario | Cash | RS Value | PSU Value | Benefits Cont. | Pension Enhancement | Total |
|---|---|---|---|---|---|---|
| Termination without cause / Good Reason (non-CIC) | $2,703,300 | $2,746,359 | $883,174 | $30,530 | — | $6,363,363 |
| CIC-covered termination (double-trigger) | $4,600,488 | $5,121,197 | $1,621,505 | $43,000 | $690,000 | $12,076,190 |
Clawback and compliance:
- Broad Clawback Policy (updated Dec 1, 2023): mandatory recoupment of incentive-based compensation for restatements (no misconduct required for Section 16 officers); forfeiture/repayment for material willful misconduct and termination of severance/benefits in such cases .
- 2024 say-on-pay approval: 93.35% support; no structural changes in compensation program made following vote ; 2025 Proxy notes 93% of votes cast supported NEO compensation in 2024 .
Compensation Structure vs Performance Metrics
- Annual bonus keyed to Adjusted Net Operating Income ROE (60% weight) with rigorous thresholds/targets and a qualitative individual component (40%); 2024 ROE below target resulted in a reduced financial payout, while individual performance was paid at max, totaling $903,300 for CFO .
- PSUs historically tied to ROE, TSR, and relative TSR vs peers with 0–175% earn-out; CFO earned 1,620 PSUs from the 2022 grant based on multi-year outcomes .
- 2025 LTI shifts increase at-risk pay emphasis (50% PSUs/50% RS, higher PSU max to 200%), and PSU metrics focus directly on ROE and relative TSR vs peers (dividend equivalents accrue on earned PSUs), strengthening pay-for-performance alignment .
Vesting Schedules and Insider Selling Pressure
- RSU/RS vesting cadence (3-year beginning 2024; prior 5-year cadence) and hold requirements (50% net shares until guideline compliance) limit near-term sell pressure; hedging/pledging are prohibited, further aligning insider and shareholder interests .
- No options outstanding at EG; eliminates risks of option-induced selling or repricing controversies .
Related Policies and Peer Benchmarking
- Peer group for pay benchmarking includes AIG, Arch Capital, Axis Capital, Chubb, Cincinnati Financial, CNA Financial, The Hanover, The Hartford, Markel, RenaissanceRe, W.R. Berkley; Committee reviews both peer compensation and performance to calibrate targets but does not peg pay to specific percentiles .
- Compensation consultant independence affirmed; Mercer and Meridian advised in 2024 .
Performance & Track Record
- Committee’s recognition of CFO’s 2024 contributions included balance sheet, liquidity and capital management during growth, global accounting system implementation, investment decisions in a dynamic rate environment, reserving strategy, investor relations during CEO transition, and expense management initiatives .
- EG’s 2024 operational highlights: reinsurance combined ratio 89.7% (ex-cat attritional), insurance GWP >$5B with strong international and specialty growth; consolidated GWP +9.1%, net investment income ≈$2.0B, dividend increase to $2.00/share .
Equity Ownership & Alignment Details
| Item | Policy/Status |
|---|---|
| Ownership guideline | 3× salary for EVP/CFO; compliant in 2024 |
| Hedging/pledging | Prohibited |
| Retention | Hold ≥50% of net shares until guideline met; refrain from selling until compliant |
| Options | Not currently granted; none outstanding |
Investment Implications
- Alignment: Tight linkage of annual and long-term incentives to ROE and TSR—with 2025 PSU reforms and higher at-risk weighting—improves pay-for-performance credibility; clawback breadth and anti-hedging/pledging reduce misalignment risk .
- Retention vs selling pressure: Three-year RS vesting, 50% net-share hold, and guideline compliance suggest limited forced selling; one-time $1.5M RS grant in 2025 and elevated bonus/equity targets ($2.5M LTI target; 175% bonus) support retention and signal confidence in finance leadership continuity .
- Event risk economics: CIC plan provides 2.0× cash multiple for CFO with RS acceleration and pension enhancement (total ≈$12.1M at Dec 31, 2024), representing moderate double-trigger protection; “Best Net” 280G reduces excise tax exposure, mitigating excessive parachute risk optics .
- Execution risk: 2024 ROE below plan target yielded reduced financial payout, evidencing performance discipline; Committee recognition of CFO’s strategic financial management amidst reserve strengthening and portfolio actions underscores value creation focus in challenging conditions .