Susan Cross
About Susan L. Cross
Independent Class I director at SiriusPoint Ltd. (SPNT), age 65, appointed May 24, 2024. Over 40 years in (re)insurance, formerly EVP & Global Chief Actuary at XL Group (now AXA XL) and currently an Audit Committee financial expert. Holds a B.S. in Mathematics (University of Maryland); Fellow of the Casualty Actuarial Society, Chartered Enterprise Risk Analyst, and Associate of the Society of Actuaries; recognized among “100 Influential Women in Re/insurance.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group (now AXA XL) | Executive Vice President & Global Chief Actuary | 2008–2018 | Led actuarial/analytical functions supporting global growth |
| IFG Companies | Director | Not disclosed | Prior board service |
| American Strategic Insurance | Director | Not disclosed | Prior board service |
| Mid Ocean Limited | Director | Not disclosed | Prior board service |
| XL Life Ltd. | Director | Not disclosed | Prior board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enstar Group Limited (Nasdaq: ESGR) | Director | Since Oct 2020 | Public company board |
| Unum Group (NYSE: UNM) | Non-Executive Director | Current | Public company board |
Board Governance
- Independence: Affirmatively determined independent (NYSE rules) in Feb 2025.
- Committees: Audit (member; designated “audit committee financial expert”) and Risk & Capital Management (member).
- Attendance: 100% Board and committee attendance in 2024.
- Executive sessions: Independent/non-management directors met in executive session at regularly scheduled meetings; four executive sessions in 2024.
- Board meetings in 2024: 5 formal Board meetings; Audit 4 formal; Risk & Capital Management 4 formal.
Fixed Compensation
| Component | Policy/Amount | 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer (Independent directors) | $137,500 | $83,065 | Prorated from appointment date (May 24, 2024) |
| Committee chair fees | $35,000 (Audit, Risk & Capital Mgmt); $20,000 (Investment, Compensation, Governance & Nominating) | $0 | Cross was not a committee chair in 2024 |
| Non-Exec Chair / Lead Independent Director fees | $100,000 / $50,000 | $0 | Not applicable |
| Meeting fees | Not disclosed | Not disclosed | Policy emphasizes retainers/equity; no meeting fees listed |
Performance Compensation
| Award Type | Grant Date | Number of Shares | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Shares (annual director grant) | May 21, 2024 | 10,528 | 137,500 | Vest on May 31, 2025, subject to continued service |
| Options | — | — | — | None for directors in 2024 |
| Performance-based equity (PSUs) | — | — | — | Directors receive time-based restricted shares, not PSUs |
Performance metric framework for directors: none; director equity is time-based and intended for alignment/retention, not performance measurement.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Enstar Group Limited | Director | No SPNT-related party transactions disclosed with Enstar – |
| Unum Group | Non-Executive Director | No SPNT-related party transactions disclosed with Unum – |
- Overboarding policy: Directors should not serve on >4 other public boards; all current directors comply. Audit Committee members should not serve on >2 other public audit committees; Board states compliance.
Expertise & Qualifications
- Actuarial and risk: Fellow of CAS; CERA; ASA; deep actuarial leadership experience.
- Industry: 40+ years across global (re)insurance; executive leadership at AXA XL/XL Group.
- Governance/financial literacy: Designated “audit committee financial expert.”
- Education/recognition: B.S. Mathematics (University of Maryland); “100 Influential Women in Re/insurance.”
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 10,528 | 0.01% of outstanding common shares |
| Unvested restricted shares (12/31/2024) | 10,528 | Scheduled to vest 5/31/2025 |
| Vested shares (12/31/2024) | 0 | Based on unvested count disclosure |
| Options (exercisable/unexercisable) | None | No option awards for directors in 2024 |
| Shares pledged/hedged | Prohibited by policy | Company prohibits hedging and pledging by directors; no exceptions disclosed |
| Ownership guideline | 3x annual cash retainer | Directors must meet within 5 years; all independent directors achieved or on track |
Governance Assessment
- Board effectiveness: Cross strengthens Audit and Risk oversight; designated “audit committee financial expert” and actuarial background are positives for financial reporting and ERM. Attendance and independence support governance quality.
- Alignment: Director compensation mix skews to equity (approx. 62% equity, 38% cash in 2024), promoting alignment with shareholders; ownership guidelines further enhance alignment.
- Conflicts/related parties: Proxy details extensive transactions with CM Bermuda and Third Point; no disclosures involving Cross—no related-party transactions identified for her. –
- Risk indicators: Hedging/pledging prohibition reduces misalignment risk; Section 16(a) filing compliance achieved for directors/officers in 2024. No red flags on attendance or compensation anomalies for Cross.
RED FLAGS: None identified relating to Cross (no related-party transactions, pledging, or low attendance disclosed). –