

~~SHAREHOLDER ENGAGEMENT~~

~~We maintain an ongoing,~~other matters. Through proactive outreach ~~effort with our shareholders. Throughout the year, members of~~efforts led by our Investor Relations team and business leaders, ~~of our business~~we engage with our shareholders to seek their input, to remain well-informed ~~regarding~~about their perspectives and to help increase their understanding of our business.

Over the past year, ~~as part of our engagement with our shareholders,~~both members of our ~~compensation committee,~~

~~our lead director~~Board and members of senior management ~~had~~engaged in discussions with ~~institutional~~ shareholders

representing a significant number of our issued and outstanding common ~~shares~~shares. These discussions examined a broad spectrum of matters critical to ~~discuss, among other things,~~ our business, including our corporate governance, sustainability practices, environmental, social and governance (“ESG”) strategy and executive compensation program. ~~We remain committed to listening to feedback~~Feedback from these interactions has generally been positive, with shareholders ~~as we continue to review and evaluate~~expressing satisfaction with our ~~compensation programs.~~progress on these matters.


7
~~SOUND GOVERNANCE PRACTICES AND ENHANCEMENTS~~\| 2024 PROXY STATEMENT	~~See page~~ 35.


KEY EXECUTIVE COMPENSATION POLICIES AND PRACTICES			See page43

Our ~~governance~~compensation framework includes these key ~~compensation~~ policies and practices:

▪

~~Stock ownership guidelines:~~ ~~Executives and non-employee directors must hold common shares with a value at least equal to6 times salary for our CEO, 4 times salary for our Section 16 officers and 3 times salary for our senior management, and 3 times the annual cash retainer for our non-employee directors.~~


▪	~~Stock holding requirement:Executives and non-employee directors must retain 50% of net shares received through equity awards until holding requirements are achieved.~~


▪	~~Double-trigger change in control benefits:Equity awards that are assumed by an acquirer in the case of a change in control are subject to double-trigger vesting.~~


▪	~~No excise tax gross-ups: Executives receive no excise tax gross-up payments in connection with change in control benefits.~~ What We Do

▪Structure the majority of pay as performance-based, which is tied to rigorous financial, strategic and relative shareholder return performance goals.

▪Align executive compensation with shareholder returns.

▪Apply caps on both the annual and long-term incentive plans.

▪Apply stock ownership and holding guidelines.

▪Discourage inappropriate risk-taking that is inconsistent with the long-term success of the Company.

▪Require minimum vesting periods for equity awards.

▪Include clawback provisions for all incentive-based compensation for executive officers.

▪Include double-trigger change in control provisions in equity awards that are assumed by an acquirer.

▪Prohibit hedging of our shares.

▪Limit shares that can be pledged.

▪Set the exercise price of our stock options and stock appreciation rights (“SARs”) at the closing share price on the grant date.

▪Engage an independent compensation consultant that reports directly to the Compensation and Human Capital Committee.

▪Utilize a peer group approved by our Board to aid in the determination of compensation and to assess our performance relative to similar companies.

▪Engage with our shareholders.

What We Don’t Do

▪No repricing or reducing the exercise price of stock options or SARs.

▪No exchanging out-of-the money stock options or SARs for cash or other property.

▪No tax gross-ups provided to executive officers.

▪No excise tax gross-up payments in connection with change in control payments.


			2024 PROXY STATEMENT \|			8

SUSTAINABILITY PRACTICES

ESG considerations are integral to our business operations and daily decision-making. We believe that future success is built on how we interact with customers and society and how we collaborate to protect and promote the sustainability of the world around us today. We are proud of our reputation as a company that places ethics and integrity above all else and our consistent efforts to support and give back to the communities where we live and work. Our commitment to collaborating for a sustainable future is demonstrated in our ESG disclosures that include heightened transparency around our strategy and risk mitigation efforts.

Our Approach

Our business revolves around providing thoughtful services and insurance coverages to support our clients through a major loss and improve their resiliency. Our solutions are grounded in long-term thinking and are backed by a well-established history of delivering reliable

risk management expertise to our markets. We take a measured, long-term approach to ESG and strive to find solutions that suit our business and allow us to meet our purpose to “Enable Possibility.”

ESG principles and processes are embedded across Arch as we engage with stakeholders and continue to build a market-leading business. This includes supporting a diverse, engaged workforce that lives our Values and managing our environmental impact. We support our clients with insurance products and investment solutions to help address climate change, and we provide a range of customer-oriented solutions.

There are five key impact areas that support and drive our ESG strategy. By organizing our strategy around these areas, we seek to encompass Arch’s collaborative ESG successes and sustainability progress across our operations.

ESG Integration Across Our Organization:

OUR BUSINESS

OUR OPERATIONS

OUR INVESTING

OUR PEOPLE

OUR COMMUNITIES

▪

We offer services and insurance coverages that support our clients through major loss and improve their resiliency; we integrate ESG factors into our underwriting to reduce risk and capture opportunities for stakeholder benefit.

~~Clawbackpolicy~~: ~~All incentive-based compensation is subject~~We actively manage ESG risks and embed compliance, transparency, cybersecurity and resilience across our operations, protecting our people and customers who entrust us with their personal information and business interests.

We believe incorporating certain nonfinancial ESG factors into investment selection and risk management can potentially enhance long-term investment returns.

We are committed to ~~potential clawback~~investing in the ~~event~~personal and professional success of our employees and creating long-term sustainable growth for our organization.

Striving to make a ~~financial restatement.~~


▪	~~Anti-hedging policy~~:~~Executives and directors are prohibited from engaging~~meaningful impact by investing in ~~hedging activities.~~

~~As part of our ongoing review of our policies, we have also recently established enhanced policies:~~


▪	~~Limiting~~our communities is ingrained in Arch’s core Values, woven into the ~~shares that can be pledged~~ ~~by an executive or non-employee director.~~


▪	~~Eliminating tax gross-up paymentson executive perquisites.~~


▪	~~Independent consultant~~:~~In March 2017, we selected and directly retained the services~~fabric of ~~Meridian Compensation Partners, LLC, an independent executive compensation consulting firm~~. our corporate culture.


9			\| 2024 PROXY STATEMENT

Highlights from Our Five Impact Areas

In 2023, we continued our ESG focus, empowering teams to collaboratively drive progress. We integrate sustainability-driven thinking and decision-making into the fabric of our Company and thereby reinforce the role of sustainability across our five core impact areas. These

impact areas and accompanying disclosures align with our internal and external stakeholders’ priorities for annual reporting on ESG topics most relevant to Arch and the insurance industry. Highlights of our sustainability strategy are below:

Our Business

Our Operations

Our Investing

Our People

Our Communities

Strategic approach to enterprise risk management, including integration of climate risk.

Enhancing our data privacy and protection programs.

Implementing our Responsible Investing Policy.

Advancing our diversity and inclusion (“D&I”) efforts and cultivating a workplace environment with thoughtful collaboration and respect.

Corporate giving of $5.9 million to organizations that support our giving focus areas.

~~GENERAL INFORMATION~~n

~~See page~~ ~~A-1~~.

Underwriting initiatives to improve resiliency and transition to a lower-carbon economy.

Conducting business ethically.

Continuing to focus on ESG factors in decision-making and including responsible investments in our portfolio.

Supporting a culture of lifelong learning, emphasizing leadership development and maintaining operational excellence.

The Arch Group Foundation reflects our belief in the transformative power of giving; granting $1.1 million in 2023.

Underwriting socially sustainable insurance products.

Measuring and committing to mitigate our Scope 1 and 2 greenhouse gas emissions in line with our 2030 goal for net zero.

Aligning with asset managers who are UN PRI signatories, supporting our commitment to considering ESG risks and opportunities in investment decisions.

Protecting our employees’ health and well-being.

Promoting a culture of community engagement, we continue to support regional volunteerism through our volunteer time-off program.

Oversight of Corporate Strategy and Sustainability Practices

Our Board regularly reviews and is responsible for our long-term business strategy and works with our management team to define our strategic objectives. The Board is also responsible for monitoring our progress against these objectives. As a part of this strategic integration, we give consideration to the risks and opportunities that impact and/or enhance Arch’s long-term sustainability. Within our Board structure, the committees (i.e., Audit, Compensation and Human Capital, Finance, Investment and Risk, Nominating and Governance and Underwriting Oversight), focus on key sustainability risks based on the respective committee’s expertise. Each committee reports to the Board regarding its areas of responsibility. The Nominating and Governance Committee has oversight of our ESG program and receives quarterly reports on ESG topics and activities. The reports detail the Company’s progress

on substantive sustainability initiatives as well as the increasing number of sustainability rating agencies that evaluate our ESG performance. See also the “Nominating and Governance Committee” section of this report.

Our Sustainability Reporting

We publish three annual sustainability reports which detail our sustainability goals, practices and achievements. To learn more about our sustainability practices, please see our annual Sustainability Report(s), Sustainability Accounting Standards Board Report(s) and Task Force for Climate-related Financial Disclosure document(s) (collectively, “Sustainability Materials”), at: archgroup.com/sustainability-governance/documents/. None of the information in our Sustainability Materials is incorporated herein by reference.


			2024 PROXY STATEMENT \|			10

GENERAL INFORMATION See pageA-1

Please see ~~the~~ “Annex A—General ~~Information section, Annex A~~Information” for important information about the proxy materials, voting, the ~~2018~~2024 Annual Meeting, Company documents, communications

~~communications~~ and the deadlines to submit shareholder proposals and director nominees for the ~~2019 Annual Meeting of Shareholders.~~

2025 annual general meeting.

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company by visiting:

▪n

Our website— ~~www.archcapgroup.com~~archgroup.com


▪n			Proxy website—~~www.proxyvote.com~~proxyvote.com, which includes this ~~proxy statement~~Proxy Statement and our ~~2017~~2023 Annual ~~Report to Shareholders.~~Report.


11
	~~2018~~\| 2024 PROXY STATEMENT \|	8

~~Table of Contents~~

GOVERNANCE

ITEM 1—ELECTION OF DIRECTORS

~~The~~Our Board is composed of ~~Arch Capital is currently comprised of ten~~12 members, ~~with an eleventh Board member nominated for election,~~ divided into three classes, serving staggered three-year terms. The Board intends to present for action at the ~~annual meeting~~Annual Meeting the election of ~~Eric W. Doppstadt~~, Laurie S. Goodman ~~Constantine Iordanou~~, and John M. Pasquesi to serve as Class II Directors for a term of three years orand until their respective successors are duly elected and

~~qualified.~~ qualified or their earlier resignation or removal. Such nominees were recommended by the Nominating and Governance Committee for approval by the ~~Board by the nominating committee of the~~ Board.

Unless authority to vote for these nominees is withheld, the enclosed proxy will be voted for these nominees, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that any of these nominees is unable or declines to serve.

~~Nominees~~



~~Eric W. Doppstadt~~

n	~~58 years old~~	~~Mr. Doppstadt serves~~After approximately 14 years of service on the Board, Eric W. Doppstadt, a current Class II Director will not stand for re-election following the completion of his current term. In addition, after 10 years of service on the Board, Louis J. Paglia, a current Class I Director, will resign from the Board effective as Vice President and Chief Investment Officer of the Ford Foundation. Mr. Doppstadt has been with the Ford Foundation for more than 28 years, most recently as director of private equity investments for the foundation’s endowment. He joined the Ford Foundation in 1989 as resident counsel, later assuming senior positions managing the Ford’s alternative investment portfolio. He has also served on the investment advisory boards of numerous private equity and venture capital funds. Mr. Doppstadt holds the Chartered Financial Analyst designation from the CFA Institute and is a director of Makena Capital Management, LLC. He holds an A.B. from The University of Chicago and a J.D. from New York University School of Law. ~~Mr. Doppstadt’s qualifications for service on our Board include his extensive investment experience and investment management skills.~~
n	~~Director since November 2010~~
n	~~Class II Director of Arch Capital~~
n	~~Finance, Investment and Risk Committee~~
n	~~Nominating Committee~~



9	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~



~~Laurie S. Goodman~~

n	~~62 years old~~	Ms. Goodman is the founder and serves as Co-Director of the Housing Finance Policy Center at the Urban Institute. Before joining the Urban Institute in 2013, Ms. Goodman spent 30 years at several Wall Street firms. From 2008 to 2013, she was Senior Managing Director at Amherst Securities Group LP. From 1993 to 2008, Ms. Goodman was head of global fixed income research and Manager of U.S securitized products research at UBS and predecessor firms. Before that, she was a senior fixed income analyst, a mortgage portfolio manager and a senior economist at the Federal Reserve Bank of New York. Ms. Goodman serves on the board of directors of the real estate investment trust MFA Financial, is an adviser to Amherst Capital Management and is a member of the Federal Reserve Bank of New York’s Financial Advisory Roundtable. She has also served on the Bipartisan Policy Center’s Housing Commission and Fannie Mae’s Affordable Housing Advisory Council. Ms. Goodman has a B.A. in Mathematics from the University of Pennsylvania and an A.M. and Ph.D. in Economics from Stanford University. The nominating committee engaged an independent consulting firm to assist it in identifying and assessing potential director candidates, resulting in the identification, evaluation and nomination of Ms. Goodman for election to the Board. Ms. Goodman’s qualifications for service on our Board include her extensive analytics and strategy experience, her housing finance expertise and her service on boards of directors of other companies.
n	~~Nominated Director~~



~~Constantine Iordanou~~

n	~~68 years old~~	Mr. Iordanou has been Chairman of the Board of Arch Capital since November 2009 and was Chief Executive Officer of Arch Capital from August 2003 to March 2018. From March 1992 through December 2001, Mr. Iordanou served in various capacities for Zurich Financial Services and its affiliates, including as Senior Executive Vice President of group operations and business development of Zurich Financial Services, President of Zurich-American Specialties Division, Chief Operating Officer and Chief Executive Officer of Zurich-American and Chief Executive Officer of Zurich North America. Prior to joining Zurich, he served as President of the commercial casualty division of the Berkshire Hathaway Group and served as Senior Vice President with the American Home Insurance Company, a member of the American International Group. Since 2001, Mr. Iordanou has served as a director of Verisk Analytics, Inc. (formerly known as ISO Inc.). He holds an aerospace engineering degree from New York University. Mr. Iordanou’s qualifications for service on our Board include his extensive leadership, executive management and operating experience in the insurance industry, his in-depth knowledge of our operations and service on boards of directors of other companies.
n	~~Director since January 2002~~
n	~~Chairman of the Board and Class II Director of Arch Capital~~
n	~~Executive Committee~~
n	~~Finance, Investment and Risk Committee~~



	~~2018 PROXY STATEMENT \|~~	10

~~Table of Contents~~



~~John M. Pasquesi~~

n	~~58 years old~~	Mr. Pasquesi is the Managing Member of Otter Capital LLC, a private equity investment firm he founded in January 2001. He holds an A.B. from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. Mr. Pasquesi’s qualifications for service on our Board include his investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries, including the insurance industry, and service on boards of directors of other companies.
n	~~Director since October 2001~~
n	~~Class II Director of Arch Capital~~
n	~~Lead Independent Director~~
n	~~Compensation Committee~~
n	~~Executive Committee~~
n	~~Finance, Investment and Risk Committee~~
n	~~Nominating Committee~~
n	~~Underwriting Oversight Committee~~

~~Required Vote~~

~~A majority~~ of the ~~voting power represented by the votes cast at the annual meeting will be required to elect the above nominees as Class II Directors of Arch Capital.~~Annual Meeting.

~~Recommendation of the Board~~



	~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~



11	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~Appointed Directors, Continuing Directors and Senior Management~~

~~The following individuals are our appointed and continuing directors:~~



~~John L. Bunce, Jr.~~

n	~~59 years old~~	Mr. Bunce is a Managing Director and founder of Greyhawk Capital Management, LLC and a Senior Advisor to Hellman & Friedman LLC. He joined Hellman & Friedman in 1988 and previously served as a Managing Director of the firm. Before joining Hellman & Friedman, Mr. Bunce was Vice President of TA Associates. Previously, he was employed in the mergers & acquisitions and corporate finance departments of Lehman Brothers Kuhn Loeb. He has served as a director of Duhamel Falcon Cable Mexico, Eller Media Company, Falcon Cable TV, National Radio Partners, VoiceStream Wireless Corporation, Western Wireless Corporation, National Information Consortium, Inc. and Young & Rubicam, Inc. Mr. Bunce also was an advisor to American Capital Corporation and Post Oak Bank. He holds an A.B. from Stanford University and an M.B.A. from Harvard Business School. Mr. Bunce’s qualifications for service on our Board include his corporate finance background, investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries and service on boards of directors of other companies.
n	~~Director since November 2001~~
n	~~Class III Director of Arch Capital~~
n	~~Term expires 2019~~
n	~~Compensation Committee~~
n	~~Executive Committee~~
n	~~Finance, Investment and Risk Committee~~
n	~~Nominating Committee~~



~~Marc Grandisson~~

n	~~50 years old~~	Mr. Grandisson was promoted to the position of President and Chief Executive Officer of Arch Capital on March 3, 2018 and was appointed to our Board in February 2018. From January 2016 to March 2018, he was President and Chief Operating Officer of Arch Capital. Prior to that role, he was Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group from 2005 to 2015, and the Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group from February 2014 to December 2015. He joined Arch Reinsurance Ltd. (“Arch Re Bermuda”) in October 2001 as Chief Actuary. He subsequently held various leadership roles, including Chief Underwriting Officer and Actuary, President and Chief Operating Officer, eventually being named President and Chief Executive Officer at Arch Re Bermuda. Prior to joining Arch, he held various positions with the Berkshire Hathaway Group, F&G Re, Inc. and Tillinghast/Towers Perrin. He holds a B.Sc. in Actuarial Science from Université Laval in Canada and an M.B.A. from The Wharton School of the University of Pennsylvania. He is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. Mr. Grandisson’s qualifications for service on our Board include his financial background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations.
n	~~With Arch since October 2001~~
n	~~President and Chief Executive Officer of Arch Capital~~
n	~~Director since February 2018~~
n	~~Class III Director of Arch Capital~~
n	~~Term expires 2019~~
n	~~Executive Committee~~



	~~2018 PROXY STATEMENT \|~~	12

~~Table of Contents~~



~~Yiorgos Lillikas~~

n	~~57 years old~~	Mr. Lillikas is the Chief Executive Officer of BlueTree Consultants, a corporate consulting firm he founded in 2008. From 2006 to 2007, Mr. Lillikas served as the Minister of Foreign Affairs of the Republic of Cyprus (E.U.). From 2003 to 2006, he was the Minister of Commerce, Industry and Tourism of the Republic of Cyprus. From 1996 through 2003, Mr. Lillikas served as a member of the House of Representatives of the Republic of Cyprus and a member of the Parliamentary Committees for Economic and Budget, Commerce, Foreign and European Affairs and Environment. In 2000 he was elected Vice President of the Committee of Political Affairs of the Parliamentary Assembly of the OSCE. He was founder and Chief Executive Officer of Marketway, a strategic, advertising and public relations firm. Prior thereto, he served the Republic of Cyprus in various roles, including special advisor to the president. He holds a diploma in political sciences from the Institute of Political Sciences in the University of Lyon II, a D.E.A. (a diploma of doctorate cycle) in political sciences from the Institute of Political Science in Grenoble. ~~Mr. Lillikas’ qualifications for service on our Board include his extensive experience in the fields of international and European affairs.~~
n	~~Director since November 2010~~
n	~~Class III Director of Arch Capital~~
n	~~Term expires 2019~~
n	~~Audit Committee~~
n	~~Underwriting Oversight Committee~~



~~Louis J. Paglia~~

n	~~60 years old~~	Mr. Paglia is the founding member of Oakstone Capital LLC, a private investment firm. He previously founded Customer Choice LLC in April 2010, a data analytics company serving the electric utility industry. He previously served as Executive Vice President of UIL Holdings Corporation, an electric utility, contracting and energy infrastructure company. Mr. Paglia also served as UIL Holdings’ Chief Financial Officer and as President of its investment subsidiaries. Prior to joining UIL Holdings, Mr. Paglia was Executive Vice President and Chief Financial Officer of eCredit.com, a credit evaluation software company. Prior to that, Mr. Paglia served as the Chief Financial Officer for TIG Holdings Inc., a property and casualty insurance and reinsurance holding company, and Emisphere Technologies, Inc. He holds a B.S. in Engineering from Massachusetts Institute of Technology and an M.B.A. from The Wharton School of the University of Pennsylvania. ~~Mr. Paglia’s qualifications for service on our Board include his strong financial background and extensive executive management and operating experience in financial services companies.~~
n	~~Director since July 2014~~
n	~~Class I Director of Arch Capital~~
n	~~Term expires 2020~~
n	~~Audit Committee~~
n	~~Compensation Committee~~
n	~~Nominating Committee~~
n	~~Underwriting Oversight Committee~~



13	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~



~~Brian S. Posner~~

n	~~56 years old~~	Mr. Posner has been a private investor since March 2008 and is the President of Point Rider Group LLC, a consulting and advisory services firm within the financial services industry. From 2005 to March 2008, Mr. Posner served as the President, Chief Executive Officer and Co-Chief Investment Officer of ClearBridge Advisors, LLC, an asset management company and a wholly owned subsidiary of Legg Mason. Prior to that, Mr. Posner co-founded Hygrove Partners LLC, a private investment fund, in 2000 and served as the Managing Member for five years. He served as a portfolio manager and an analyst at Fidelity Investments from 1987 to 1996 and, from 1997 to 1999, at Warburg Pincus Asset Management/Credit Suisse Asset Management where he also served as Co-Chief Investment Officer and director of research. Mr. Posner currently serves on the board of directors of Biogen Inc. and he is a trustee of the AQR Funds. He holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago Booth School of Business. ~~Mr. Posner’s qualifications for service on our Board include his strong financial background, investment skills and extensive experience as a leading institutional investment manager and advisor.~~
n	~~Director since November 2010~~
n	~~Class I Director of Arch Capital~~
n	~~Term expires 2020~~
n	~~Audit Committee~~
n	~~Finance, Investment and Risk Committee~~
n	~~Underwriting Oversight Committee~~



~~Eugene S. Sunshine~~

n	~~68 years old~~	Mr. Sunshine retired at the end of August 2014 as the Senior Vice President for Business and Finance at Northwestern University, the university’s chief financial and administrative officer. Before joining Northwestern in 1997, he was Senior Vice President for Administration at The Johns Hopkins University. Prior to Johns Hopkins, Mr. Sunshine held positions as New York State Deputy Commissioner for Tax Policy and New York State Treasurer as well as Director of Energy Conservation for the New York State Energy Office. He currently is a member of the boards of directors of Chicago Board Options Exchange and Kaufman Hall and Associates. Mr. Sunshine is a former member of the boards of Bloomberg L.P., National Mentors Holdings and Nuveen Investments. He holds a B.A. from Northwestern University and a Master of Public Administration degree from Syracuse University’s School of Citizenship and Public Affairs. ~~Mr. Sunshine’s qualifications for service on our Board include his strong financial background and extensive executive management and operating experience.~~
n	~~Director since July 2014~~
n	~~Class III Director of Arch Capital~~
n	~~Term expires 2019~~
n	~~Audit Committee~~
n	~~Compensation Committee~~
n	~~Nominating Committee~~



	~~2018 PROXY STATEMENT \|~~	14

~~Table of Contents~~



~~John D. Vollaro~~

n	~~73 years old~~	Mr. Vollaro has been a Senior Advisor of Arch Capital since April 2009. He was Executive Vice President and Chief Financial Officer of Arch Capital from January 2002 to March 2009 and Treasurer of Arch Capital from May 2002 to March 2009. Prior to joining us, Mr. Vollaro acted as an independent consultant in the insurance industry since March 2000. Prior to March 2000, Mr. Vollaro was President and Chief Operating Officer of W.R. Berkley Corporation from January 1996 and a director from September 1995 until March 2000. Mr. Vollaro was Chief Executive Officer of Signet Star Holdings, Inc., a joint venture between W.R. Berkley Corporation and General Re Corporation, from July 1993 to December 1995. Mr. Vollaro served as Executive Vice President of W.R. Berkley Corporation from 1991 until 1993, Chief Financial Officer and Treasurer of W.R. Berkley Corporation from 1983 to 1993 and Senior Vice President of W.R. Berkley Corporation from 1983 to 1991. Mr. Vollaro currently serves on the board of directors of Tiberius Acquisition Corporation. Mr. Vollaro’s qualifications for service on our Board include his financial background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations.
n	~~Director since November 2009~~
n	~~Class I Director of Arch Capital and Senior Advisor~~
n	~~Term expires 2020~~
n	~~Finance, Investment and Risk Committee~~
n	~~Underwriting Oversight Committee~~

~~The following individuals are members of senior management, including our executive officers, who do not serve as directors of Arch Capital:~~



~~Mark D. Lyons~~

n	~~61 years old~~	Mr. Lyons has served as Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital since September 2012. From September 2012 to May 2015, he also functioned as Chief Risk Officer. Prior to that, he served as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group, an officer position of Arch Capital, and Chairman and Chief Executive Officer of Arch Insurance Group Inc. (“Arch Insurance Group”) since July 2008. Prior thereto, he served as President and Chief Operating Officer of Arch Insurance Group from June 2006. Prior to June 2006, he served as Executive Vice President of group operations and Chief Actuary of Arch Insurance Group from August 2003. From August 2002 to 2003, he was Senior Vice President of group operations and Chief Actuary of Arch Insurance Group. From 2001 until August 2002, Mr. Lyons worked as an independent consultant. From 1992 to 2001, Mr. Lyons was Executive Vice President of product services at Zurich U.S. From 1987 until 1992, he was a Vice President and actuary at Berkshire Hathaway Insurance Group. Mr. Lyons holds a B.S. in Mathematics from Elizabethtown College. He is also an Associate of the Casualty Actuarial Society and a Member of the American Academy of Actuaries.
n	~~With Arch since August 2002~~
n	~~Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital~~



15	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~



~~Nicolas Papadopoulo~~

n	~~55 years old~~	Mr. Papadopoulo is Chairman and Chief Executive Officer of Arch Worldwide Insurance Group and Chief Underwriting Officer for the Property & Casualty Group, executive positions at Arch Capital. From July 2014 to September 2017, Mr. Papadopoulo was Chairman and Chief Executive Officer of Arch Reinsurance Group at Arch Capital. He joined Arch Re Bermuda in December 2001 where he held variety of underwriting roles. Prior to joining Arch, he held various positions at Sorema N.A. Reinsurance Group, a U.S. subsidiary of Groupama and he was also an insurance examiner with the Ministry of Finance, Insurance Department, in France. Mr. Papadopoulo graduated from École Polytechnique in France and École Nationale de la Statistique et de l’Administration Economique in France with a masters degree in statistics. He is also a Member of the International Actuarial Association and a Fellow at the French Actuarial Society.
n	~~With Arch since December 2001~~
n	~~Chairman and Chief Executive Officer of Arch Worldwide Insurance Group and Chief Underwriting Officer for the Property & Casualty Group~~



~~Maamoun Rajeh~~

n	~~47 years old~~	Mr. Rajeh was promoted to the position of Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group in October 2017. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. Most recently, he was President and Chief Executive Officer of Arch Reinsurance Europe Underwriting Designated Activity Company from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. He has a B.S. from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter.
n	~~With Arch since December 2001~~
n	~~Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group~~



~~Andrew T. Rippert~~

n	~~57 years old~~	Mr. Rippert has served as Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group at Arch Capital since January 2014. Prior to that, he served as President and Chief Executive Officer of Arch Mortgage Insurance Designated Activity Company from December 2011 to March 2014. Prior to December 2011, he served as senior executive of mortgage insurance at Arch Re Bermuda. He joined Arch Insurance Company (Europe) Limited in September 2010 as a Senior Vice President. Prior to that time, he worked as a consultant to mortgage insurers and mortgage backed security investors. From 2001 through 2006, he held various positions at Radian Guaranty Inc., a subsidiary of Radian Group Inc., including senior vice president and managing director of the international mortgage insurance group. He has also worked in reinsurance as an actuary and underwriter. Mr. Rippert serves on the board of directors of the Mortgage Bankers Association (“MBA”) and the MBA’s Opens Doors Foundation. He is also a member of the Executive Committee of the Housing Policy Council and a voting member of the MBA’s Residential Board of Governors. Mr. Rippert graduated from Drexel University with a B.S. in Physics and Mathematics and has an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Rippert is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries.
n	~~With Arch since September 2010~~
n	~~Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group~~



	~~2018 PROXY STATEMENT \|~~	16

~~Table of Contents~~



~~Dennis R. Brand~~

n	~~67 years old~~	Mr. Brand is Chairman, Worldwide Services at Arch Capital Services Inc. Mr. Brand also serves on the Group Reinsurance Steering Committee. He served as Senior Executive Vice President and Chief Administration Officer for Arch Insurance Group until December 2017. Mr. Brand joined Arch Insurance Group in 2004 as Senior Vice President and Chief Reinsurance Officer where he oversaw reinsurance, finance, information technology, actuarial, corporate underwriting, human resources, legal and premium audit departments. Prior to joining Arch Insurance Group, Mr. Brand held various positions in the insurance industry: first in finance, then in assumed underwriting and ceded reinsurance, as well as serving in other operational roles in the industry. Mr. Brand has over 40 years of reinsurance and executive management experience through positions held at Kemper and Reliance National. Mr. Brand holds a B.A. in Business from West Virginia University; he has also served in the United States Navy.
n	~~With Arch since February 2004~~
n	~~Chairman, Worldwide Services at Arch Capital Services Inc.~~



~~W. Preston Hutchings~~

n	~~61 years old~~	Mr. Hutchings has served as President of Arch Investment Management Ltd. since April 2006 and Senior Vice President and Chief Investment Officer of Arch Capital since July 2005. Prior to joining Arch Capital, Mr. Hutchings was at RenaissanceRe Holdings Ltd. from 1998 to 2005, serving as Senior Vice President and Chief Investment Officer. Previously, he was Senior Vice President and Chief Investment Officer of Mid Ocean Reinsurance Company Ltd. from January 1995 until its acquisition by XL Group plc in 1998. Mr. Hutchings began his career as a fixed income trader at J.P. Morgan & Co., working for the firm in New York, London and Tokyo. He graduated in 1978 with a B.A. from Hamilton College and received in 1981 an M.A. in Jurisprudence from Oxford University, where he studied as a Rhodes Scholar.
n	~~With Arch since July 2005~~
n	~~President of Arch Investment Management Ltd. and Senior Vice President and Chief Investment Officer of Arch Capital~~



~~François Morin~~

n	~~50 years old~~	Mr. Morin is Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital, a position he has held since May 2015. He joined Arch Capital in October 2011 as Chief Actuary and Deputy Chief Risk Officer. From January 1990 through September 2011, Mr. Morin served in various roles for Towers Watson & Co. and its predecessor firm Towers Perrin Forster & Crosby, including its actuarial division, Tillinghast. He holds a B.Sc. in Actuarial Science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst, and a Member of the American Academy of Actuaries.
n	~~With Arch since October 2011~~
n	~~Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital~~



~~Louis T. Petrillo~~

n	~~52 years old~~	Mr. Petrillo has been President and General Counsel of Arch Capital Services Inc. since April 2002. From May 2000 to April 2002, he was Senior Vice President, General Counsel and Secretary of Arch Capital. From 1996 until May 2000, Mr. Petrillo was Vice President and Associate General Counsel of Arch Capital’s reinsurance subsidiary. Prior to that time, Mr. Petrillo practiced law at the New York firm of Willkie Farr & Gallagher LLP. He holds a B.A. from Tufts University and a law degree from Columbia University.
n	~~With Arch since January 1996~~
n	~~President and General Counsel of Arch Capital Services Inc.~~



17	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

Board

Leadership Structure

The Board reviews the Company’s leadership structure from time to ~~time, and as a result of the transition of the role of Chief Executive Officer from Mr. Iordanou to Mr. Grandisson, the~~time. The Board has determined that a split in the role of ~~chairman~~Chair of the ~~board~~Board and chief executive officer (“CEO”) is appropriate and in the best interests of the Company’s ~~shareholders at this time.~~shareholders. The Board has also determined ~~to maintain~~that the role of independent lead director ~~a role in which John Pasquesi~~is not currently ~~serves. The Board believes that this governance structure allows it to continue to independently oversee the Company’s business and leverage the experience and perspectives~~necessary as our Chair of ~~Mr. Iordanou, while also allowing Mr. Grandisson to focus his time and energy on operating and managing the Company. Throughout this period of transition,~~ the Board, ~~will continue to assess these roles and the Board leadership structure to ensure the interests of the Company and its shareholders are best served.~~Mr. Pasquesi, is a non-management/independent director.

Several factors ~~ensure that we have a~~contribute to our strong and independent Board. ~~As indicated below, all~~All directors, with the exception of Messrs. Grandisson ~~Iordanou~~ and Vollaro, are independent as defined under the applicable listing standards of The ~~NASDAQ~~Nasdaq Stock Market LLC (“~~NASDAQ”~~Nasdaq”), and the ~~audit, compensation~~Audit, Compensation and ~~nominating committees~~Human Capital and Nominating and Governance Committees of our Board are composed

entirely of independent directors. The Company’s independent directors bring experience, oversight and expertise from many industries, including the insurance industry. In addition to feedback provided during the course of Board meetings, the independent directors regularly meet in executive session without management ~~present. The Board also has~~present and have regular access to our management team.

~~The lead director coordinates~~

Board Structure

Our Board has reviewed its classified board structure and continues to believe that this structure provides stability and continuity in the ~~activities of~~Board’s membership and the ~~other non-management/independent directors, and performs such other duties and responsibilities as~~direction it provides to the Board may determine. The lead director presides at all meetings of the Board at which the chairman of the board is not present, including executive sessions of the non-management/independent directors,Company’s management. This approach promotes a long-term perspective to our strategy and has ~~the authority~~proved beneficial to call meetings of the non-management/independent directors. The lead director also serves as principal liaison among the chairman of the board, the chief executive officer and the non-management/independent directors and works with the chairman of the board to develop an appropriate schedule of Board meetings and to establish the agendas for Board meetings. In addition, the lead director advises the chairman of the board as to the quality, quantity and timeliness of the flow of information fromour management in establishing the Company’s ~~management~~short- and long-term priorities. We believe that ~~is necessary for~~a classified election process remains in the ~~independent directors to effectively and responsibly perform their duties.~~

~~The lead director is also available, when appropriate, for consultation and direct communication with major~~best interests of our shareholders.

Board Independence and Composition

The Board is required to determine which directors satisfy the criteria for independence under the rules of NASDAQ. To be considered independent, a director may not maintain any relationship that would interfere with his or her independent judgment in completing the duties of a director. The rules state that certain relationships preclude a board finding of independence, including a director who is, or during the past three years was, employed by the company, and any director who accepts any payments from the company in excess of $120,000 during the current year or any of the past three years, other than director fees or payments arising solely from investments in the company’s securities. The rules specifically provide that ownership of company stock by itself would not preclude a board finding of independence.

~~Our Board consists of ten directors, including seven non-employee directors.~~ Our Board has concluded that the following ~~seven~~10 non-employee directors, ~~and the nominated director, Laurie S. Goodman,~~including our Chair, are independent in accordance with the director independence standards set forth in Rule 5600 of the rules of ~~NASDAQ:~~ J~~ohn~~Nasdaq: John L. Bunce, Jr., Eric W. Doppstadt, ~~Yiorgos Lillikas,~~Francis Ebong, Laurie S. Goodman, Moira Kilcoyne, Eileen Mallesch, Louis J. Paglia, John M. Pasquesi, Brian S. Posner and Eugene S. Sunshine. In making these independence determinations, the Board reviewed the relationships with the directors set forth under the ~~captions~~ ~~“Compensation Committee Interlocks and Insider Participation”~~ ~~and~~ caption “Certain Relationships and Related Person Transactions,” including ordinary course transactions not meeting the disclosure threshold with insurers, reinsurers and producers in which a director or a fund affiliated with any of our directors maintained at least a 10% ownership interest. Specifically, the Board’s independence determinations included reviewing our contribution made to a non-profit organization where Ms. Goodman serves as a fellow (but not as an executive officer). Payment to this non-profit organization constituted less than the greater of $200,000 or 1% of that organization’s annual consolidated gross revenues during its last completed fiscal year.


			2024 PROXY STATEMENT \|			12

The Company does not set specific term limits on director service and believes that a mix of director tenures strengthens the Board’s effectiveness. Longer tenured directors possess experience and institutional knowledge, while newer directors bring fresh perspectives. Of our 12 directors, four have five or fewer years of service; three have between six and 10 years of service; and five have more than 10 years of service. The average director tenure is approximately 10.5 years.

Independence

Tenure

Age

The diversity of our directors in terms of gender identity and demographic background is demonstrated in the following chart:


Board Diversity Matrix (as of March 28, 2024)
Total Number of Directors: 12
	Female	Male		Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	8		0	1
Part II: Demographic Background
African American or Black	0	1		0	0
Alaskan Native or Native American	0	0		0	0
Asian	0	0		0	0
Hispanic or Latinx	0	0		0	0
Native Hawaiian or Pacific Islander	0	0		0	0
White	3	6		0	0
Two or More Races or Ethnicities	0	0		0	0
LGBTQ+			0
Did Not Disclose Demographic Background			2


13			\| 2024 PROXY STATEMENT

Skills and Experience

The Nominating and Governance Committee is responsible for identifying individuals qualified to become directors and recommending to the Board the director nominees for consideration at each annual general meeting of shareholders. In general, the Committee will look for new members, possessing superior business judgment and integrity who have distinguished themselves in their chosen fields of endeavor and who have knowledge and experience in the areas of insurance, reinsurance or other aspects of our business, operations or activities, as well as knowledge of the business environments in the jurisdictions in which we currently operate or intend to operate in the future. The Company endeavors to maintain a board representing a diverse spectrum of expertise, background, perspective, race, gender and experience.

Our Corporate Governance Guidelines provide that the Nominating and Governance Committee’s assessment of new Board candidates will include consideration of the members’ qualifications as independent, as well as consideration of other affiliations, diversity, skills and experience in the context of the needs of the Board.

Board Refreshment. The Board is committed to effective refreshment that is reflective of the Company’s evolving strategy and to having a diversity of perspectives, skills and experiences on our Board that align with our strategy. With succession planning and bench strength in mind, the Board first identifies desired skill sets to enhance the effectiveness of our Board and from time to time may retain a search firm to help identify and evaluate possible candidates through a comprehensive recruitment process.

In its ongoing efforts to refresh Board composition, our Nominating and Governance Committee evaluates a broad pool of director candidates based upon the desired skills, qualities and attributes. For example, following this work in 2020, the Board added one director, Ms. Kilcoyne, with more than 30 years of experience in the technology industry and extensive financial services experience, and in 2021, the Board added two directors: Mr. Ebong, with an extensive background in technology and innovation, and Ms. Mallesch, with more than 30 years of finance and risk experience.

Over-boarding. Our Corporate Governance Guidelines and Code of Business Conduct require directors to advise the Board through the Chair of the Board or the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on another company board whether public or private, in order to ensure that our directors have the ability to commit the time required to fully discharge their responsibilities to our Board. A proposed director position is reviewed to ensure that the new role will not interfere with the director’s ability to discharge his or her duties to the Company. To help ensure this, the Board has implemented a practice prohibiting directors from serving on more than three other public company boards.

Role in Risk Oversight

Our Board, as a whole and also at the committee level, has an active role in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s business and operations, including ~~with respect to~~ underwriting, investments, capital management, liquidity, financial reporting and compliance, as well as the risks associated with these activities.



	~~2018 PROXY STATEMENT \|~~	18

~~Table of Contents~~

As outlined below, Committees of the Board help oversee the business and operations of the ~~Company.~~

Company:


Audit Committee			Oversees management of financial reporting, compliance and operational risks.
Compensation and Human Capital Committee			Oversees the management of risks relating to the Company’s compensation plans and arrangements, retention of personnel and succession planning with regard to members of our executive management team.
Executive Committee			Oversees and directs the business and affairs of the Company in intervals between meetings of the Board.
Finance, Investment and Risk Committee			Oversees risks relating to the financial, investment and other risk affairs of the Company.
Nominating and Governance Committee			Oversees risks associated with the composition of the Board, corporate governance, ESG matters and succession planning relating to our CEO.
Underwriting Oversight Committee			Oversees risks relating to our underwriting activities, including with respect to accumulations and aggregations of exposures in our insurance, reinsurance and mortgage businesses.


~~Audit Committee~~		~~Oversees management of financial reporting and compliance risks.~~
~~Compensation Committee~~2024 PROXY STATEMENT \|	~~Oversees the management of risks relating to the Company’s compensation plans and arrangements, retention of personnel and succession planning.~~
~~Finance, Investment and Risk Committee~~	~~Oversees risks relating to the financial, investment, operational (including information technology and data security) and other risk affairs of the Company.~~
~~Nominating Committee~~	~~Oversees risks associated with the composition of the Board.~~14

~~While each committee is responsible for evaluating certain risks and overseeing~~

Cybersecurity Risk Oversight

We prioritize the management of cybersecurity risk and the protection of information across our enterprise. The Audit Committee of the Board oversees the Board’s responsibilities relating to the operational (including information technology (“IT”) business continuity and data security) risk affairs of the Company. Our Chief Information Officer and Chief Operations Officer, with input from our Chief Information Security Officer, provide a quarterly report of such risks to the ~~entire Board is regularly informed through committee reports about such risks. Please refer to~~ ~~“Committees of the Board.”~~Audit Committee.

Code of Business Conduct, Committee Charters and Corporate Governance Guidelines

We have adopted a Code of Business Conduct, which describes our ethical principles, and the charters of responsibilities for all of our standing Board committees, including ~~underwriting oversight, audit, compensation, executive, finance, investment~~Audit, Compensation and ~~risk~~Human Capital, Executive, Finance, Investment and ~~nominating committees.~~Risk, Nominating and Governance, and Underwriting Oversight Committees. We have also adopted Corporate Governance Guidelines that cover issues such as executive sessions of our Board, director qualification and independence requirements, director responsibilities, access to management, evaluation and communications with the Board in order to help maintain effective corporate governance atof the Company. The full text of our Code of Business Conduct, each ~~committee charter~~Committee Charter and our Corporate Governance Guidelines are available on the Company’s website, ~~located at~~ ~~www.archcapgroup.com~~archgroup.com. None of the material on our website is incorporated herein by reference.

Meetings

The Board held ~~four~~six meetings during ~~2017.~~2023. Each director attended 75% or more of all meetings of the Board and any committees on which the director served during fiscal year ~~2017.~~2023. Directors are encouraged, but not required, to attend our annual general meeting of shareholders. All of our ~~then current~~then-current directors attended the ~~2017~~2023 annual general meeting.

Communications with the Board

S~~hareholders~~Shareholders may communicate with the Board or any of the directors by sending written communications addressed to the Board or any of the directors, to:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Secretary

~~Facsimile:~~ ~~(441) 278-9255~~E-Mail: shareholderinfo@archgroup.com

~~All shareholder~~

Shareholder communications will be compiled as appropriate by the Secretary for review by the ~~Board~~.Board.


15
19	\| ~~2018~~2024 PROXY STATEMENT

~~Table of Contents~~

Committees of the Board

Director

Audit

Compensation and Human Capital

Executive

~~Director~~

~~Audit~~

~~Compensation~~

~~Executive~~

Finance, Investment and Risk

Nominating and Governance

Underwriting Oversight

John L. Bunce, Jr.

nChair

~~Chair~~

Eric W. Doppstadt

Francis Ebong

~~Chair~~n

~~Marc Grandisson~~Laurie S. Goodman

~~Constantine Iordanou~~Marc Grandisson

Moira Kilcoyne

Chair

~~Chair~~n

~~Yiorgos Lillikas~~Eileen Mallesch

nChair

Louis J. Paglia

Chair

John M. Pasquesi

Chair

Brian S. Posner

Chair

Eugene S. Sunshine

~~Chair~~

John D. Vollaro

~~Chair~~

Audit Committee

The ~~audit committee~~Audit Committee of the Board assists the Board in monitoring (1) the integrity of our financial statements, (2) the qualifications and independence of the independent registered public accounting firm, (3) the performance of our internal audit function and independent registered public accounting firm and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee is involved in the selection of the audit engagement partner and also oversees the Board’s responsibilities relating to the operational (including IT, business continuity and data security) risk affairs of the Company.

All of our ~~audit committee~~Audit Committee members are considered independent under the listing standards of ~~NASDAQ~~Nasdaq governing the qualifications of the members of audit committees and the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that three of the five members of the Audit Committee, Mss. Goodman and Mallesch and Mr. ~~Posner qualifies~~Sunshine, qualify as an “audit committee financial expert” under the rules of the ~~Securities and Exchange Commission (“SEC”).~~SEC. The ~~audit committee~~Audit Committee held five meetings during ~~2017.~~2023.

Compensation and Human Capital Committee

The ~~compensation committee~~Compensation and Human Capital Committee of the Board approves the compensation of our senior executives and has overall responsibility for approving, evaluating and making recommendations to the Board regarding our officer compensation plans, policies and programs.

As part of its responsibilities, the Compensation and Human Capital Committee also oversees the succession planning process for our senior executive team. In addition, the Compensation and Human Capital Committee reviews periodic updates from management on initiatives and progress in the area of human capital management. All of our ~~compensation committee~~Compensation and Human Capital Committee members are considered independent under the listing standards of ~~NASDAQ~~Nasdaq governing the qualifications of the members of compensation committees. In addition, no executive officer of the Company served on any board of directors or compensation committee of any entity (other than Arch

Capital) with which any member of our Board serves as an executive officer. The Compensation and Human Capital Committee held (i) four meetings in 2023 and (ii) three meetings in 2024 relating to 2023 compensation ~~committee held five meetings during 2017.~~decisions, in addition to several informational meetings.


			2024 PROXY STATEMENT \|			16

Executive Committee

The ~~executive committee~~Executive Committee of the Board may generally exercise all the powers and authority of the Board ~~when it is not in session,~~ in the management of our business and affairs when the Board is not in session unless the Board otherwise determines. The ~~executive committee did not meet~~Executive Committee held two meetings during ~~2017.~~2023.

Finance, Investment and Risk Committee

The ~~finance, investment~~Finance, Investment and ~~risk committee~~Risk Committee of the Board oversees the Board’s responsibilities relating to the financial, ~~operational (including information technology and data security)~~investment and other risk affairs of the Company and recommends to the Board financial policies, risk tolerances, strategic investments and overall investment policy, including review of manager selection, financial and risk benchmarks and investment performance. The ~~finance, investment~~Finance, Investment and ~~risk committee~~Risk Committee held four meetings during ~~2017.~~2023.

Nominating and Governance Committee

The ~~nominating committee~~Nominating and Governance Committee of the Board is responsible for identifying individuals qualified to become directors and recommending to the Board the director nominees for consideration at each annual general meeting of shareholders.



	~~2018 PROXY STATEMENT \|~~	20

~~Table of Contents~~

The Nominating and Governance Committee also advises the Board on succession planning for our CEO as well as corporate governance matters, and the Company’s ESG initiatives. All of our ~~nominating committee~~Nominating and Governance Committee members are considered independent under the listing standards of ~~NASDAQ governing the qualifications of the members of nominating committees.~~Nasdaq. The ~~nominating committee~~Nominating and Governance Committee held ~~four~~five meetings during ~~2017.~~2023, in addition to several informational meetings.

Nominations Process. When the Board determines to seek a new member, whether to fill a vacancy or otherwise, the ~~nominating committee~~Nominating and Governance Committee will consider recommendations from Board members, management and ~~others, including shareholders. In general,~~others. Please refer to “Skills and Experience” for a description of the ~~committee will look for~~skills, expertise and other attributes desired in new ~~members, including candidates recommended by shareholders, possessing superior business judgment~~members. For a discussion of the specific experiences, qualifications, attributes or skills that led the Nominating and ~~integrity who have distinguished themselves in their chosen fields of endeavor and who have knowledge and experience in~~Governance Committee to conclude that each director should serve on our Board, see the ~~areas of insurance, reinsurance or other aspects~~biographical information section beginning on page 18. For a more detailed discussion of our business, operations or activities, as well as knowledge of the business environments in the jurisdictions in which we currently operate or intend to operate in the future. The Company endeavors to maintain a Board ~~representing a diverse spectrum of expertise, background, perspective, race, gender~~composition, including our Board refreshment process, see “Board Independence and ~~experience.~~Composition.”

Since the departure of two very valuable Board members in the past year, the nominating committee’s search focused on candidates who offer a range of perspectives, experience and expertise required to reflect the diverse nature of the business environment in which we operate. In particular, given the growth of our mortgage insurance business, we believed that the Board would benefit from the addition of a respected leader in the mortgage insurance industry and, therefore, focused its search to meet that goal. Our search resulted in the nomination of Laurie S. Goodman for election to the Board. As this selection demonstrates, the nominating committee is committed to building value for shareholders over the long-term by having professionals of the highest caliber serving on our Board.

AAny shareholder who wishes to ~~recommend~~make a proposal to be included in our Proxy Statement and form of proxy relating to the 2025 annual general meeting, or to make a proposal or nominate a director ~~candidate for consideration by~~at the ~~nominating committee~~2025 annual general meeting, should ~~send such recommendation in writing to:~~follow the procedures as

~~Arch Capital Group Ltd.~~

~~Waterloo House, Ground Floor~~

~~100 Pitts Bay Road~~

~~Pembroke HM 08, Bermuda~~

~~Attention:~~ ~~Secretary~~

~~The recommendation should comply with the advance notice requirements set forth in our bye-laws, as~~ described under the caption “Shareholder Proposals for the ~~2019~~2025 Annual General Meeting.” ~~As described below~~

Board Self-Evaluations. The Nominating and Governance Committee develops the process for the Board’s self-evaluation and oversees, in ~~more detail, every submission must include a statement~~combination with the Chair of the ~~qualifications~~Board, the conduct of these evaluations. Our Corporate Governance Guidelines provide that theBoard will conduct annual self-evaluations to determine whether the Board and its committees are functioning effectively. Following the annual general meeting each year, the Nominating and Governance Committee oversees individual director evaluations, including self-evaluations and peer reviews, for each director who will be up for election at the next annual general meeting to help inform the annual director nomination process.The Nominating and Governance Committee has retained a third-party governance organization to facilitate the Board and committee evaluation process and intends to use, at least every three years, an independent third party to conduct these evaluations. The Board believes that self-evaluations of the ~~nominee,~~Board are important elements of corporate governance and essential to ensure a ~~consent signed by~~well-functioning Board.

ESG. The Nominating and Governance Committee oversees the ~~candidate evidencing~~establishment, management and processes related to ESG activities. The Nominating and Governance Committee receives quarterly reports on ESG topics and activities. The reports detail the Company’s progress on substantive sustainability initiatives as well as the increasing number of sustainability rating agencies that evaluate our ESG performance. Please refer to “OurSustainability Practices” for a ~~willingness to serve as a director if elected, and~~

review of our ESG program.

a commitment by the candidate to meet personally, if requested, with the nominating committee. It is the policy of the committee to review and evaluate each candidate for nomination submitted by shareholders in accordance with the above procedures on the same basis as candidates that are suggested by our Board.

From time to time, the nominating committee engages independent search firms to assist in identifying potential Board candidates. Services provided by the search firms include identifying and assessing potential director candidates meeting criteria established by the nominating committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member. The nominating committee engaged an independent consulting firm to assist it in identifying and assessing potential director candidates, resulting in the identification, evaluation and nomination of Laurie S. Goodman for election to the Board. The nominating committee has not rejected a candidate recommended by a 5% shareholder, but reserves the right to do so.

Underwriting Oversight Committee

The ~~underwriting oversight committee~~Underwriting Oversight Committee of the Board assists the Board by reviewing the underwriting activities of our insurance, reinsurance and mortgage businesses. The Underwriting Oversight Committee held four meetings in 2023. In addition, the members of the ~~underwriting oversight committee~~Underwriting Oversight Committee regularly participate in the underwriting and business review meetings held in our insurance, reinsurance and mortgage ~~operations. The underwriting oversight committee held four meetings in 2017.~~operations throughout the year.


17			\| 2024 PROXY STATEMENT

Nominees


Laurie S. Goodman

n	68 years old	Ms. Goodman is an institute fellow at the Urban Institute and Founder of its Housing Finance Policy Center. Before joining the Urban Institute in 2013, Ms. Goodman spent 30 years at several Wall Street firms. From 2008 to 2013, she was Senior Managing Director at Amherst Securities Group, LP. From 1993 to 2008, Ms. Goodman was head of global fixed income research and Manager of U.S. securitized products research at UBS and predecessor firms. Before that, she was a senior fixed income analyst, a mortgage portfolio manager and a senior economist at the Federal Reserve Bank of New York. Ms. Goodman serves on the board of directors of a real estate investment trust, MFA Financial, and is an adviser to The Amherst Group, LLC. She previously served on the board of directors of Home Point Capital Inc. and was a member of the Federal Reserve Bank of New York’s Financial Advisory Roundtable, the Bipartisan Policy Center’s Housing Commission, Fannie Mae’s Affordable Housing Advisory Council as well as the Consumer Financial Protection Bureau’s Consumer Advisory Board. Ms. Goodman has a B.A. in Mathematics from the University of Pennsylvania and an A.M. and Ph.D. in Economics from Stanford University. Ms. Goodman’s qualifications for service on our Board include her extensive analytics and strategy experience, her housing finance expertise and her service on boards of directors of other companies.
n	Director since May 2018
n	Class II Director of Arch Capital
n	Audit Committee
n	Nominating and Governance Committee
n	Underwriting Oversight Committee


John M. Pasquesi

n	64 years old	Mr. Pasquesi has been Chair of the Board of Arch Capital since September 2019 and a director of Arch Capital since October 2001. From November 2017 to September 2019, he was Lead Director. Mr. Pasquesi is the Managing Member of Otter Capital LLC, a private equity investment firm he founded in January 2001. He holds an A.B. from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. Mr. Pasquesi’s qualifications for service on our Board include his investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries, including the insurance industry, and service on boards of directors of other companies.
n	Director since October 2001
n	Class II Director of Arch Capital
n	Executive Committee
n	Finance, Investment and Risk Committee
n	Underwriting Oversight Committee

Required Vote

A majority of the votes cast will be required to elect the above nominees as Class II Directors of Arch Capital.

Recommendation of the Board


			THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.


			2024 PROXY STATEMENT \|			18

Appointed Directors, Continuing Directors and Senior Management

The following individuals are our appointed and continuing directors:


John L. Bunce, Jr.

n	65 years old	Mr. Bunce is a Managing Director and Founder of Greyhawk Capital Management, LLC and Managing Director and Founder of Steel Box, LLC. Both Greyhawk and Steel Box are investment organizations. Mr. Bunce has served as a director of numerous public and private companies and he continues to serve on several private company boards and as an Overseer of the Hoover Institution. He holds an A.B. from Stanford University and an M.B.A. from Harvard Business School. Mr. Bunce’s qualifications for service on our Board include his corporate finance background, investment skills, extensive experience in evaluating and overseeing companies in a wide range of industries and service on boards of directors of other companies.
n	Director since November 2001
n	Class III Director of Arch Capital
n	Term expires 2025
n	Executive Committee
n	Finance, Investment and Risk Committee
n	Nominating and Governance Committee


Francis Ebong

n	43 years old	Mr. Ebong is a Managing Director, Turtle Capital, LLC. He most recently served as Managing Director, Program Management at X, Alphabet’s in-house research and development division, where he was tasked with launching technologies to improve the lives of billions of people. He has an extensive background in technology and innovation, including serving as the Director of Global Operations and Partnerships at Facebook from 2015 to 2017, where he led a global team responsible for launches including FB Live, Marketplace and Messenger. Prior to Facebook, Mr. Ebong was the Head of Operations at Postmates and has experience working at Apple and Deloitte. Mr. Ebong is a veteran of the U.S. Navy and has a degree from the U.S. Naval Academy and an M.B.A. from the George Washington School of Business. Mr. Ebong’s qualifications for service on our Board include his extensive operational experience and his technology management skills.
n	Director since August 2021
n	Class I Director of Arch Capital
n	Term expires 2026
n	Audit Committee
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee


Marc Grandisson

n	56 years old	Mr. Grandisson is the Chief Executive Officer of Arch Capital as well as a member of our Board, both positions he has served in since March 2018. From March 2018 to December 2020, he was also President of Arch Capital, and from January 2016 to March 2018, he was President and Chief Operating Officer of Arch Capital. Prior to that role, he was Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group from 2005 to 2015 and the Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group from February 2014 to December 2015. He joined Arch Reinsurance Ltd. (“Arch Re Bermuda”) in October 2001 as Chief Actuary. He subsequently held various leadership roles, including Chief Underwriting Officer and Actuary, President and Chief Operating Officer, eventually being named President and Chief Executive Officer at Arch Re Bermuda. Prior to joining Arch, he held various positions with the Berkshire Hathaway Group, F&G Re, Inc. and Tillinghast/Towers Perrin. He holds a B.Sc. in Actuarial Science from Université Laval in Canada and an M.B.A. from The Wharton School of the University of Pennsylvania. He is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. Mr. Grandisson’s qualifications for service on our Board include his financial background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations.
n	With Arch since October 2001
n	Chief Executive Officer of Arch Capital
n	Director since March 2018
n	Class III Director of Arch Capital
n	Term expires 2025
n	Executive Committee


19			\| 2024 PROXY STATEMENT


Moira Kilcoyne

n	62 years old	Ms. Kilcoyne is a technology industry veteran with extensive financial services experience. From 2013 to 2016, she served as Managing Director, Co-Chief Information Officer of Morgan Stanley where she co-headed the company’s global technology and data business and she also sat on the firm’s Management Committee. Prior to becoming Managing Director, Co-Chief Information Officer, Ms. Kilcoyne held a number of senior technology roles within Morgan Stanley. She currently serves on the board of directors of Quilter plc and is a member of the Board of Governors of FINRA. Prior board roles have included Citrix Systems, Inc. and as a Trustee of Manhattan College. Ms. Kilcoyne has a B.S. in Mathematics from Manhattan College. Ms. Kilcoyne’s qualifications for service on our Board include her more than 30 years of experience in the technology industry, her extensive financial services experience and service on boards of directors of other companies.
n	Director since January 2020
n	Class III Director of Arch Capital
n	Term expires 2025
n	Audit Committee
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee


Eileen Mallesch

n	68 years old	Ms. Mallesch has more than 30 years of finance and risk experience, including serving as Senior Vice President and Chief Financial Officer for Nationwide’s Property and Casualty segment from 2005 to 2009. Prior to that, she was Chief Financial Officer, Senior Vice President at Genworth (2003 to 2005) and General Electric’s (2000 to 2003) Group Insurance and Life Insurance businesses. Ms. Mallesch has broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries. Her significant board experience includes current positions on the boards of Brighthouse Financial and Fifth Third Bancorp. She previously served on the boards of Bob Evans, Libbey Inc., and State Auto Financial. Ms. Mallesch has a B.S. in Accounting from the City University of New York and is a CPA. Ms. Mallesch’s qualifications for service on our Board include her extensive senior management and operating experience in the insurance industry and her service on boards of directors of other companies.
n	Director since August 2021
n	Class I Director of Arch Capital
n	Term expires 2026
n	Audit Committee
n	Underwriting Oversight Committee


Brian S. Posner

n	62 years old	Mr. Posner has been a private investor since March 2008 and is the President of Point Rider Group LLC and Point Rider Group (UK) Ltd., both being consulting and advisory services firms focused on financial, technology, bio-pharmaceutical and other services-related companies. From 2005 to March 2008, Mr. Posner served as the President, Chief Executive Officer and Co-Chief Investment Officer of ClearBridge Advisors, LLC, an asset management company and a wholly owned subsidiary of Legg Mason (since acquired by Franklin Resources). Prior to that, in 2000, Mr. Posner co-founded Hygrove Partners LLC, a private investment fund and served as the Managing Member for five years. He served as a portfolio manager and an analyst at Fidelity Investments from 1987 to 1996 and, from 1997 to 1999, at Warburg Pincus Asset Management/Credit Suisse Asset Management where he also served as Co-Chief Investment Officer and director of research. Mr. Posner is a Charter Trustee of Northwestern University and serves on the Advisory Board at Northwestern’s Center for the Study of Diversity and Democracy. He previously served on the board of directors of Biogen Inc. and as Chair of the AQR Funds, among others. He holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Posner’s qualifications for service on our Board include his strong financial background, investment skills and extensive experience as a leading institutional investment manager and advisor, as well as his general expertise in matters pertaining to the financial services industry.
n	Director since November 2010
n	Class I Director of Arch Capital
n	Term expires 2026
n	Compensation and Human Capital Committee
n	Finance, Investment and Risk Committee


			2024 PROXY STATEMENT \|			20


Eugene S. Sunshine

n	74 years old	Mr. Sunshine retired at the end of August 2014 as the Senior Vice President for Business and Finance at Northwestern University, the university’s chief financial and administrative officer. Before joining Northwestern in 1997, he was Senior Vice President for Administration at The Johns Hopkins University. Prior to Johns Hopkins, Mr. Sunshine held positions as New York State Deputy Commissioner for Tax Policy and New York State Treasurer as well as Director of Energy Conservation for the New York State Energy Office. Mr. Sunshine is a former member of the boards of Chicago Board Options Exchange, Kaufman Hall and Associates, Keypath Education, Bloomberg L.P., National Mentors Holdings, Nuveen Investments and Kaufman Hall & Associates. He holds a B.A. from Northwestern University and a Master of Public Administration degree from Syracuse University’s School of Citizenship and Public Affairs. Mr. Sunshine’s qualifications for service on our Board include his strong financial background and extensive executive management and operating experience.
n	Director since July 2014
n	Class III Director of Arch Capital
n	Term expires 2025
n	Audit Committee
n	Compensation and Human Capital Committee
n	Nominating and Governance Committee


John D. Vollaro

n	79 years old	Mr. Vollaro has been a Senior Advisor of Arch Capital since April 2009 and has served as a director of Arch Capital since November 2009. He was Executive Vice President and Chief Financial Officer of Arch Capital from January 2002 to March 2009 and Treasurer of Arch Capital from May 2002 to March 2009. Prior to joining us, Mr. Vollaro acted as an independent consultant in the insurance industry since March 2000. Prior to March 2000, Mr. Vollaro was President and Chief Operating Officer of W.R. Berkley Corporation from January 1996 and a director from September 1995 until March 2000. Mr. Vollaro was Chief Executive Officer of Signet Star Holdings, Inc., a joint venture between W.R. Berkley Corporation and General Re Corporation, from July 1993 to December 1995. Mr. Vollaro served as Executive Vice President of W.R. Berkley Corporation from 1991 until 1993, Chief Financial Officer and Treasurer of W.R. Berkley Corporation from 1983 to 1993 and Senior Vice President of W.R. Berkley Corporation from 1983 to 1991. Mr. Vollaro’s qualifications for service on our Board include his strong financial background, extensive executive management and operating experience in the insurance industry and his in-depth knowledge of our operations.
n	With Arch since 2002
n	Director since November 2009
n	Class I Director of Arch Capital
n	Term expires 2026
n	Finance, Investment and Risk Committee
n	Underwriting Oversight Committee


21			\| ~~2018~~2024 PROXY STATEMENT

The following individuals are members of senior management, including our executive officers, who do not serve as directors of Arch Capital:


François Morin

n	56 years old	Mr. Morin is Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital, a position he has held since May 2018. Prior to such position, Mr. Morin served as Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital, a position he held since May 2015. He joined Arch Capital in October 2011 as Chief Actuary and Deputy Chief Risk Officer. From January 1990 through September 2011, Mr. Morin served in various roles for Towers Watson & Co. and its predecessor firm, Towers Perrin Forster & Crosby, including its actuarial division, Tillinghast. He holds a B.Sc. in Actuarial Science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries.
n	With Arch since October 2011
n	Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital


Nicolas Papadopoulo

n	61 years old	Mr. Papadopoulo is President and Chief Underwriting Officer of Arch Capital and CEO of Arch Worldwide Insurance Group, a position he has held since January 2021. From September 2017 to December 2020, Mr. Papadopoulo was Chairman and Chief Executive Officer of Arch Worldwide Insurance Group and Chief Underwriting Officer for Property and Casualty Operations. From July 2014 to September 2017, Mr. Papadopoulo was Chairman and Chief Executive Officer of Arch Reinsurance Group at Arch Capital. He joined Arch Re Bermuda in December 2001 where he held a variety of underwriting roles. Prior to joining Arch, he held various positions at Sorema N.A. Reinsurance Group, a U.S. subsidiary of Groupama and he was also an insurance examiner with the Ministry of Finance, Insurance Department, in France. Mr. Papadopoulo graduated from École Polytechnique in France and École Nationale de la Statistique et de l’Administration Economique in France with a master’s degree in statistics. He is also a Member of the International Actuarial Association and a Fellow at the French Actuarial Society.
n	With Arch since December 2001
n	President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group


Maamoun Rajeh

n	53 years old	Mr. Rajeh has served as Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group since October 2017. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. Most recently, he was President and Chief Executive Officer of Arch Reinsurance Europe Underwriting Designated Activity Company (“Arch Re Europe”) from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. He has a B.S. from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter.
n	With Arch since December 2001
n	Chairman and Chief Executive Officer, Arch Worldwide Reinsurance Group


			2024 PROXY STATEMENT \|			22


David E. Gansberg

n	51 years old	Mr. Gansberg was named Chief Executive Officer of Arch Capital’s Global Mortgage Group on March 1, 2019. From February 2013 through February 2019, he was the President and Chief Executive Officer of Arch Mortgage Insurance Company. From July 2007 to February 2013, Mr. Gansberg was Executive Vice President and a director at Arch Re (U.S.). Prior to that, he held various underwriting, operational and strategic roles at Arch Re Bermuda and Arch Capital Services LLC, where he joined in December 2001. Prior to joining Arch, Mr. Gansberg held various positions with ACE Bermuda and Cigna Property and Casualty. He holds a B.S. in Actuarial Mathematics from the University of Michigan.
n	With Arch since December 2001
n	Chief Executive Officer, Global Mortgage Group, Arch Capital


Jennifer Centrone

n	51 years old	Ms. Centrone is the Executive Vice President, Chief Human Resources Officer of Arch Capital Services LLC, where she is responsible for leading the organization’s talent and culture strategies. Prior to joining Arch, Ms. Centrone was Senior Vice President, Human Resources at Voya Financial from August 2015 to May 2019, where she was responsible for leading key talent, organizational and transformational strategies. Before Voya Financial, Ms. Centrone held senior human resources roles at both The Hartford Financial Services Group, Inc. and Accenture. She holds a B.A. in English Writing and Literature from Fairfield University.
n	With Arch since June 2019
n	Executive Vice President, Chief Human Resources Officer of Arch Capital Services LLC


Chris Hovey

n	57 years old	Mr. Hovey is Chief Operations Officer of Arch Capital Services LLC. From July 2018 to January 2020, Mr. Hovey served as Executive Vice President and Chief Information Officer at Arch Capital Services LLC. Prior to that, he held the role of Chief Operating Officer of Arch Mortgage Insurance Company. Before joining Arch, Mr. Hovey acted as Chief Operating Officer for PMI Mortgage Insurance Co. (“PMI”) since 2011. He also served as Senior Vice President of servicing operations and loss management for PMI, which he originally joined in 2002. Mr. Hovey holds a B.A. from San Francisco State University and an M.B.A. from Saint Mary’s College in Moraga, California.
n	With Arch since January 2014
n	Chief Operations Officer of Arch Capital Services LLC


Louis T. Petrillo

n	58 years old	Mr. Petrillo has been President and General Counsel of Arch Capital Services LLC since April 2002. From May 2000 to April 2002, he was Senior Vice President, General Counsel and Secretary of Arch Capital. From 1996 until May 2000, Mr. Petrillo was Vice President and Associate General Counsel of Arch Capital’s reinsurance subsidiary. Prior to that time, Mr. Petrillo practiced law at the New York firm of Willkie Farr & Gallagher LLP. He holds a B.A. from Tufts University and a law degree from Columbia University.
n	With Arch since January 1996
n	President and General Counsel of Arch Capital Services LLC


23			\| 2024 PROXY STATEMENT


Jay Rajendra

n	43 years old	Mr. Rajendra is the Chief Strategy and Innovation Officer at Arch Capital. He is responsible for pursuing new business models and technologies while leading Arch’s analytics capabilities to improve profitability and growth. Mr. Rajendra joined Arch in 2016 in the role of Chief Analytics Officer for Arch Capital, a position he held until January 2020. Prior to joining Arch, Mr. Rajendra was Head of Business Solutions for XL Catlin’s Strategic Analytics team. Before XL, Mr. Rajendra was a Senior Consultant at Towers Watson in both North America and Europe, where he advised large international (re)insurers and start-ups on pricing, strategy and mergers and acquisitions (“M&A”). He is a Fellow of the Institute of Actuaries, Fellow of the Casualty Actuarial Society and Member of the American Academy of Actuaries. He holds a combined Bachelors and Masters in Mathematics from Oxford University and an M.B.A. from Massachusetts Institute of Technology.
n	With Arch since August 2016
n	Chief Strategy and Innovation Officer at Arch Capital


Christine Todd

n	57 years old	Ms. Todd is Senior Vice President, Chief Investment Officer at Arch Capital and President of Arch Investment Management Ltd. (“AIM”) and has responsibility for setting the firm’s investment strategy and managing the day-to-day operations of the investment portfolio. Prior to joining Arch, Ms. Todd was Head of Fixed Income, U.S., for Amundi US from February 2019 to May 2021. She has also held executive roles at Neighborly Investments; Standish Mellon Asset Management Company LLC; and Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a B.A. from Georgetown University and an M.B.A. from Boston University.
n	With Arch since June 2021
n	Senior Vice President, Chief Investment Officer of Arch Capital

Succession Planning

We have a robust talent and succession planning process. On an annual basis, management prepares a talent and succession plan for our CEO and for each member of our executive management team, focusing on high performing and high potential talent, diverse talent and the succession plan for each position. On an annual basis, our Board receives a comprehensive succession plan for the CEO and for each member of our executive management team. Our Board has delegated primary oversight responsibility for succession planning for our CEO to our Nominating and Governance Committee, and for our other members of our executive management team to the Compensation and Human Capital Committee. Our Board continues to regularly evaluate its succession planning to ensure that we are well-positioned to execute our corporate strategy.

~~Table of Contents~~


			2024 PROXY STATEMENT \|			24

Director Compensation

The ~~compensation committee~~Compensation and Human Capital Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services.

In making non-employee director compensation recommendations, the ~~compensation committee~~Compensation and Human Capital Committee takes various factors into consideration, including, but not limited to, input received from the ~~compensation committee’s~~Compensation and Human Capital Committee’s independent consultant, the responsibilities of directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by comparable companies. The Board reviews the recommendations of the ~~compensation committee~~Compensation and Human Capital Committee and determines the form and amount of director compensation.

The following table provides information concerning the compensation of our directors for the year ended December 31, ~~2017. Arch Capital’s Board is led by our chairman, Constantine Iordanou, who was also the chief executive officer of the Company until March 2, 2018.~~2023. Directors who also serve as employees of the Company do not receive payment for service as directors.

~~For a complete understanding of the table, please read the footnotes and the narrative disclosures that follow the table. Please also refer to the~~ ~~“2017 Summary Compensation Table”~~ ~~for Messrs. Iordanou and Grandisson’s compensation.~~

Name
Fees Earned
or Paid in Cash
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value
and Non-
qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)(3)

Total
($)
John L. Bunce, Jr. C 158,528
74,933
—
—
—
—
233,461
Eric W. Doppstadt FC 154,528
74,933
—
—
—
15,000
244,461
Kewsong Lee * 157,528
—
—
—
—
50,000
207,528
Yiorgos Lillikas 173,528
74,933
—
—
—
—
248,461
Deanna Mulligan (4) —
—
—
—
—
—
—
Louis J. Paglia 179,528
74,933
—
—
—
50,000
304,461
John M. Pasquesi LD* 174,028
74,933
—
—
—
50,000
298,961
Brian S. Posner AC 204,528
74,933
—
—
—
50,000
329,461
Eugene S. Sunshine C 184,528
74,933
—
—
—
20,900
280,361
John D. Vollaro (5)(6) C 700,000
—
—
—
—
77,777
777,777

~~LD = Lead Director, C = Committee Chair, AC = Audit Committee Chair, FC = Finance, Investment and Risk Committee Chair~~

* John Pasquesi was appointed lead director at the November 2, 2017 Board meeting. Kewsong Lee was the lead director until his resignation on November 2, 2017.

(1) Non-Employee Director Cash Compensation Annual Cash Retainer
Non-Employee Director Retainer (A) $ 125,000
Additional Retainers and Fees for Board Members, Committee Chairs, Committee Members (B)
Meeting Fees
Board $ 2,500
Committee $ 1,500
   Audit Committee Chair $ 50,000
   Audit Committee Member $ 25,000
   Finance, Investment & Risk Committee Chair $ 15,000
   Committee Chair (other than above) $ 10,000



	~~2018 PROXY STATEMENT \|~~	22

~~Table of Contents~~

~~(A)~~

Each non-employee member may elect to receive the retainer fee in the form of common shares instead of cash. If so elected, the number of shares distributed to the non-employee director would be equal to 100% of the amount of the annual retainer fee otherwise payable divided by the fair market value of our common shares. This column includes the annual retainer (whether paid in cash or, at the election of the director, in common shares), meeting fees and committee chairman and retainer fees, as applicable and as described above. For the 2017-2018 annual period, Mr. Sunshine received his annual retainer fees in the form of cash and Messrs. Bunce, Doppstadt, Lee, Lillikas, Paglia, Pasquesi and Posner received their annual retainers in the form of ~~1,286~~ ~~common shares.~~

~~(B)~~

Beginning in May 2018, each non-employee director serving as chairman of the finance, investment and risk committee, the nominating committee and the compensation committee will receive an annual fee of $25,000 and the audit committee and executive committee chairs will continue to receive a retainer of $50,000, and $10,000, respectively. In addition, the lead director will receive an annual fee of $25,000.

~~(2)~~

~~Each year, the non-employee directors are granted a number of restricted shares equal to~~ ~~$75,000~~ ~~divided by the closing price on the date of grant (i.e.,~~ the first day of the annual period of compensation for the non-employee directors), and such shares vest on May 1st of the following year. The grant date fair value indicated in the table has been calculated in accordance with FASB ASC Topic 718 Compensation—Stock Compensation. On May 4, 2017, each non-employee director received ~~771~~ restricted common shares, which will vest on May 1, 2018. With respect to Ms. Mulligan and Mr. Lee, such restricted shares were canceled on February 23, 2017 and November 2, 2017 respectively, the dates of their respective resignations. Beginning in May 2018, non-employee directors will be granted a number of restricted shares equal to $95,000, an increase of $20,000 from 2017.

~~The aggregate number of share awards outstanding (i.e.,~~ unvested) as of December 31, 2017 for Messrs. Bunce, Doppstadt, Lillikas, Paglia, Pasquesi, Posner and Sunshine was 771 common shares each. In addition, as of December 31, 2017, Mr. Vollaro had 66,600 outstanding share appreciation rights (“SARs”), which were awarded while he was chief financial officer of the Company. For additional information on ownership of Arch Capital’s securities, please refer to ~~“Security Ownership of Certain Beneficial Owners and Management.”~~


~~(3)~~	~~The amounts in the “All Other Compensation” column for Messrs. Doppstadt, Lee, Paglia, Pasquesi, Posner, and Sunshine include matching gifts made under the Company’s matching gift program.~~

The Company provides a matching gift program pursuant to which the Company matches eligible contributions by non-employee directors to qualified charitable organizations. During 2017, the Company made an aggregate of approximately $236,000 in matching contributions on behalf of the non-employee directors.


~~(4)~~	~~Ms. Mulligan served as a Director until her resignation from our Board on February 23, 2017 due to a potential conflict of interest. Ms. Mulligan received no compensation during 2017.~~

~~(5)~~

Mr. Vollaro is a senior advisor and an employee of the Company. Mr. Vollaro’s employment agreement provides that he receives an annual base salary of $250,000 and a bonus determined by the compensation committee and the Board for his role as Senior Advisor of the Company. For 2017, Mr. Vollaro received a cash bonus of $450,000. In addition, Mr. Vollaro serves as chairman of the underwriting and oversight committee and is a member of the finance, investment and risk committee of the Board. A description of Mr. Vollaro’s employment agreement is included below.

~~(6)~~

The amount for Mr. Vollaro includes: (a) $32,790 in contributions to our defined contribution plans and (b) $6,369, which represents an additional payment to reimburse Mr. Vollaro for the approximate amount of additional tax liability for club dues. In addition, the total amount also includes the payment for club dues, life insurance premiums and tax preparation services, which did not exceed the greater of $25,000 or 10% of the total amount of these benefits for Mr. Vollaro.

In addition to the arrangements described ~~above,~~below, all non-employee directors are entitled to reimbursement for their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board or committees. For a complete understanding of the table, refer to the footnotes and the narrative disclosures that follow the table. Please also refer to the “202 3 Summary Compensation Table” for Mr. Grandisson’s compensation.


Name	Committee Chair	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)	All Other Compensation ($)(3)		Total ($)
John L. Bunce, Jr.	NC	150,007		124,985	—		274,992
Eric W. Doppstadt		125,007		124,985	—		249,992
Francis Ebong		154,596		124,985	24,618		304,199
Laurie S. Goodman		150,007		124,985	25,000		299,992
Moira Kilcoyne	CC**	154,596		124,985	—		279,581
Eileen Mallesch	AC	179,596		124,985	—		304,581
Louis J. Paglia	UC	175,007		124,985	25,000		324,992
John M. Pasquesi *	EC	260,007		124,985	25,000		409,992
Brian S. Posner	FC	175,007		124,985	2,500		302,492
Eugene S. Sunshine		150,007		124,985	25,000		299,992
John D. Vollaro		500,000	(4)	—	64,313	(5)	564,313
Thomas R. Watjen	**	150,007		124,985	—		274,992

AC = Audit Committee Chair, CC = Compensation and Human Capital Committee Chair, EC = Executive Committee Chair, FC = Finance, Investment and Risk Committee Chair, NC = Nominating and Governance Committee Chair, UC = Underwriting Oversight Committee Chair

* Chair of the Board

** Mr. Watjen served as the Compensation and Human Capital Committee Chair until he was succeeded by Ms. Kilcoyne on December 31, 2023.


25			\| 2024 PROXY STATEMENT

(1) Each non-employee member of our Board is entitled to receive an annual cash retainer fee in the amount of $125,000. Each such director may elect to receive the retainer fee in the form of common shares instead of cash. If so elected, the number of shares distributed to the non-employee director will be equal to 100% of the amount of the annual retainer fee otherwise payable divided by the fair market value of our common shares on the date of grant. This column includes the annual retainer (whether paid in cash or, at the election of the director, in common shares) and the fees for service as Chair of the Board, committee chair and Audit Committee member. For the 2022-2023 annual period, Ms. Mallesch received a pro-rated Audit Committee Chair retainer when she assumed the role on February 27, 2023, from Mr. Posner, who remained a member of the Audit Committee through December 31, 2023. On February 27, 2023, Mr. Posner assumed the Finance, Investment and Risk Committee Chair from Mr. Doppstadt. Also, Ms. Kilcoyne and Mr. Ebong joined the Audit Committee on February 27, 2023 and received a prorated 2022-2023 Audit Committee member fee. In addition, Mss. Goodman and Mallesch and Messrs. Doppstadt, Ebong, Paglia, Posner and Watjen received their annual retainer fees in the form of cash and Ms. Kilcoyne and Messrs. Bunce and Sunshine received their annual retainers in the form of 1,714 common shares. Additionally, Mr. Pasquesi elected to receive his annual retainer and Chair of the Board fee in shares in the form of 1,714 common shares for each fee.

The following table sets forth the fees payable to our chairs and Audit Committee members:


Committee Chair/Member			Annual Fee ($)
Audit Committee Chair			50,000
Audit Committee Member			25,000
Chair of the Board			125,000
Compensation and Human Capital Committee Chair			25,000
Executive Committee Chair			10,000
Finance, Investment and Risk Committee Chair			25,000
Nominating and Governance Committee Chair			25,000
Underwriting Oversight Committee Chair			50,000

(2)Each year, the non-employee directors are granted a number of restricted shares equal to $125,000 divided by the closing price on the date of grant (i.e., the first day of the annual period of compensation for the non-employee directors), and such shares vest on the one-year anniversary of grant date. The grant date fair value indicated in the table has been calculated in accordance with FASB ASC Topic 718 Compensation—Stock Compensation, using assumptions set forth in the notes accompanying our financial statements. See note 22, “Share-Based Compensation,” on pages 164-167 of the notes accompanying our consolidated financial statements included in our 2023 Annual Report. On May 4, 2023, each non-employee director received 1,714 common shares, which will vest on May 4, 2024.

The aggregate number of share awards outstanding (i.e., unvested) as of December 31, 2023, for each of the non-employee directors was 1,714 common shares, except for Mr. Watjen whose outstanding share awards were forfeited upon his resignation from the Board on December 31, 2023.

(3)The amounts in the “All Other Compensation” column for Ms. Goodman, and Messrs. Ebong, Paglia, Pasquesi, Posner and Sunshine consist of matching gifts made under the Company’s matching gift program. Under the matching gift program in 2023, the Company matched eligible contributions to qualified charitable organizations on a dollar-for-dollar basis, up to a maximum of $25,000 per calendar year. During 2023, the Company made an aggregate of approximately $127,118 in matching contributions on behalf of the directors noted in the table above.

(4) Mr. Vollaro is a Senior Advisor and an employee of the Company. Mr. Vollaro’s employment agreement provides that he receives an annual base salary of $250,000 and a bonus determined by the Compensation and Human Capital Committee and the Board for his role as Senior Advisor of the Company. For 2023, Mr. Vollaro received a cash bonus of $250,000. In addition, Mr. Vollaro is a member of the Finance, Investment and Risk Committee and Underwriting Oversight Committee of the Board. A description of Mr. Vollaro’s employment agreement is included below.

(5) The amount for Mr. Vollaro includes $39,840 in contributions to our defined contribution plan. In addition, the total amount includes payment for club dues and tax preparation services, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Vollaro.


			2024 PROXY STATEMENT \|			26

Employment Agreement ofwith John Vollaro

Our employment agreement with John Vollaro provides for his employment ~~period~~as Senior Advisor of Arch Capital to continue ~~on the terms and conditions set forth in the agreement for an indefinite period~~ until terminated by either party by providing at least six months’ prior written ~~notice to the other party. Pursuant to the agreement, Mr. Vollaro has served as Senior Advisor of Arch Capital since April 1, 2009. Mr. Vollaro’s~~notice. His base salary is ~~paid at the rate~~ $250,000 per annum, and the target rate for ~~the~~his annual cash bonus is 100% of ~~the~~his annual base salary. Mr. Vollaro is eligible to receive ~~annual cash bonuses and~~

share-based awards at the discretion of ~~Arch Capital’s~~the Board and is also entitled to participate in employee benefit programs ~~such as major medical, life insurance and disability insurance, the cost of preparation of annual tax returns and associated tax planning,~~ and other fringe benefits customarily provided to similarly situated senior executives. ~~His agreement also provides that the~~The Company will reimburse him for his reasonable expenses incurred traveling between Bermuda and the United States.



23	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~The agreement provides that if~~If Mr. Vollaro’s employment is terminated by us without cause, ~~prior to the end of the term,~~ he will be entitled to receive ~~an amount equal to~~ the ~~sum of the total remaining~~ base salary and target annual bonus which would have been paid to ~~Mr. Vollaro~~him under his employment agreement for the period through six months after the date of termination of employment (the “Severance Amount”). The Severance Amount would be payable over 12 months. The agreement also provides that if Mr. Vollaro’s employment is terminated for cause, as a result of his resignation, as a result of death or permanent disability, or by written notice of the intention not to renew the agreement by us or Mr. Vollaro, he (or his estate) will be entitled to receive his base salary through the date of termination. The agreement further provides that if Mr. Vollaro’s employment is terminated by reason of his death or permanent disability, he (or his estate) will ~~also~~ be entitled to receive ~~for the period extending through the remainder of the employment period,~~ an amount equal to the

Severance Amount, in each case, (i) offset by any proceeds received from any insurance coverages provided by the Company and (ii) such amount, will be paid to him (or his estate) promptly upon death or permanent disability, as ~~applicable, and in no event later than March 15 of the calendar year following the calendar year of such termination of employment.~~applicable. Mr. Vollaro’s ~~major~~ medical insurance coverage benefits ~~pursuant to his employment agreement~~ will continue for up to 12 months after the date of termination ~~(or until he is provided by another employer with benefits substantially comparable, with no pre-existing condition limitations, to the benefits provided by such plan)~~ in the event that his employment ends due to permanent disability, or he is terminated other than for cause.

Mr. Vollaro has agreed that, during the employment period and for a period of two years after termination of employment for cause or as a result of his resignation, he will not compete with the businesses of Arch Capital or any of its subsidiaries as such businesses exist or are in process or being planned as of the date of termination. If we terminate Mr. Vollaro’s employment without cause, the term of his ~~non-competition~~noncompetition period will extend for one year following termination. Mr. Vollaro also agreed that he will not, for a period of two years following his date of termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us.

Matters Relating to Director Share Ownership

In an effort to further align the interests of the non-employee directors with the interests of shareholders, the Company has adopted:

Share Ownership Guidelines: Share ownership guidelines require the directors to retain common shares having a value of at least three times the annual cash retainer fee payable to the director. Starting in 2024, the share ownership guidelines are increasing from three to five times the annual cash retainer fee payable to the director. Each non-employee director has five years to comply with the guidelines, and stock options, ~~share appreciation rights (SARs)~~SARs and unvested restricted shares/units do not count toward the requirement.

Share Holding ~~Requirements~~: Requirements:Until our non-employee directors meet their target ownership levels, they must retain an amount equal to 50% of the net profit shares received from Arch Capital’s equity ~~awards until they have attained the applicable share ownership level.~~awards. Net profit shares are the shares remaining after payment of taxes owed on vesting of restricted stock or on vesting and payout under restricted stock units. Under the director share holding requirements, net profit shares would also include shares remaining after payment of the exercise price of an option and taxes owed on exercise of options or SARs ~~vesting of restricted stock,~~ or on vesting and payout under ~~restricted stock units and~~ performance ~~shares.~~shares, although our non-employee directors do not

currently hold or receive Arch Capital performance shares, options or SARs.

No Hedging Permitted: ~~Under the insider trading policy included in~~As part of our Code of Business Conduct, our ~~non-employee~~officers, directors and other employees are not permitted to engage in hedging activities with respect to Arch Capital’s ~~securities.~~common shares or any other publicly- traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, ~~these insiders~~they may not engage in short sales, ~~purchases on margin~~purchase or ~~buying~~sale of financial instruments or ~~selling put options~~derivatives, including puts and calls, that hedge or ~~call options with respect~~offset any change in the market value of such securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, ~~our securities.~~

or have, the same effect.



	~~2018 PROXY STATEMENT \|~~	24

~~Table of Contents~~

Certain Relationships and Related Person Transactions

Generally, transactions with related persons are subject to ~~the~~ review by the ~~Board~~disinterested members of ~~Arch Capital. The~~our Board. Our Board has adopted written procedures regarding the review of transactions involving companies affiliated with a company in which a non-employee director or executive officer of Arch Capital has a material interest (each a “portfolio company”), on the one hand, and Arch Capital or one of its subsidiaries, on the other hand.

Under the


27			\| 2024 PROXY STATEMENT

procedures, these transactions must be reviewed and approved by the management of Arch Capital or the operating subsidiary entering into the transaction (as applicable), and the terms of such transaction should be arm’s-length or on terms that are otherwise fair to Arch Capital and its subsidiaries. In addition, except for a few defined de minimis exceptions, these transactions also require the approval of Arch Capital under its holding company oversight guidelines, except for the following: (1) ordinary course transactions pursuant to which any insurance subsidiary of Arch Capital writes a direct insurance policy for a portfolio company where the Company will receive less than $3 million in annual premiums and (2) a transaction in which a U.S.-based subsidiary of Arch Capital (a) assumes reinsurance from, or cedes reinsurance to, a portfolio company or (b) provides direct insurance to a portfolio company pursuant to which the Company will receive $3 million or more in annual premiums, in which case, the general counsel of Arch Capital Services Inc. should be pre-notified and appropriate steps will be implemented based on the transaction.guidelines. In reviewing these proposed transactions, the effects, if any, on the independence of the relevant directors are considered under the governing ~~NASDAQ~~Nasdaq and SEC standards. Any applicable regulatory, tax and ratings agency matters are also considered. Under these procedures, the Board is regularly provided with an update of related party ~~transactions entered into by the Company in accordance with the procedures on a regular basis.~~

Graham B. Collis, a director of certain of our non-U.S. subsidiaries, is a director of the law firm of Conyers Dill & Pearman Limited, which provides legal services to the Company and its subsidiaries.

~~See also~~ ~~“Compensation Committee Interlocks and Insider Participation”~~ ~~for a description of transactions with certain related persons.~~

Based on a Schedule 13G/A filed in January 2018, BlackRock Inc. (“BlackRock”) owned approximately 6.5% of the outstanding common shares of Arch Capital as of December 31, 2017. BlackRock, through its subsidiaries, provides various investment management, investment trade support and risk analysis services to Arch Capital and its subsidiaries.

~~During 2017, the Company incurred $11.6 million of fees, in the aggregate, under these services arrangements with BlackRock.~~transactions.

In January 2017, the Company and Kelso & Co. (“Kelso”), sponsored Premia Reinsurance Ltd., a newly formed ~~multiline~~multi-line Bermuda reinsurance company (“Premia Re”). Premia Re’s strategy is to reinsure or acquire companies or reserve portfolios in the non-life property and casualty insurance and reinsurance run-off market. The initial capitalization of Premia Re’s parent, Premia Holdings Ltd. (“Premia”), ~~consists~~consisted of ~~$400.0~~$400 million in common equity and ~~$110.0~~$110 million in unsecured senior debt. Arch Re Bermuda and certain Arch co-investors, including senior management of Premia, invested ~~$100.0~~$100 million and acquired ~~25.0%~~25% of Premia’s common equity as well as warrants to purchase additional common equity. Two of the co-investors included Nicolas Papadopoulo, ~~Chairman~~President and Chief Underwriting Officer of Arch Capital and CEO of Arch Worldwide Insurance Group, ~~and Chief Underwriting Officer for Property and Casualty Operations,~~ who invested $2.5 million for a 0.625% stake, and Maamoun Rajeh, Chairman and CEO of Arch Worldwide Reinsurance Group, who invested $0.5 million for a 0.125% stake. Affiliates of Kelso, along with co-investors of Kelso, invested ~~$300.0~~$300 million and acquired the balance of Premia’s common equity as well as warrants to purchase additional common equity. Arch Re Bermuda is providing a 25% whole account quota share reinsurance treaty on business written by Premia Re which generated net premiums written and earned of $45.4 million for 2017. Arch Re Bermuda has appointed two directors to serve on the seven person board of directors of Premia Re. Subsidiaries of Arch Capital are providing certain administrative and support services to Premia pursuant to services agreements. Arch Re Bermuda has appointed two directors to serve on the seven-person board of directors of Premia Re. Arch Re Bermuda is providing a 25% quota share reinsurance treaty on certain business written by Premia Re. During 2023, Arch Re Bermuda entered into certain reinsurance transactions with Premia which generated net premiums written and earned of $80 million and $81 million, respectively, compared to $121 million and $120 million of net premiums written and earned, respectively in 2022. At December 31, 2023, Arch Re Bermuda recorded funds held in assets from Premia of $158 million, compared to $119 million at December 31, 2022.

In ~~2017,~~December 2023, we made a $125,000 contribution to the Urban Institute, a non-profit research organization that employs one of our directors in a non-executive role, Laurie S. ~~Goodman,~~Goodman.

In January 2023, we entered into various transactions related to private investments supporting the retrocession requirements of certain companies in the Company’s reinsurance segment (collectively, the “2023 Reinsurance Transactions”). One of the investors in the 2023 Reinsurance Transactions is a ~~nominee~~fund managed by Artisan Partners Limited Partnership (“APLP”). Certain investment management clients of APLP, including the fund referenced in the previous sentence, held an approximately 6.7% stock ownership interest in Arch Capital as of December 31, 2023. See “Security Ownership of Certain Beneficial Owners and Management—Common Shares” for ~~Class II Director at~~further detail. Pursuant to the transaction, the fund has committed to providing $100 million in retrocession protection for Arch’s benefit via an insurance-linked securities structure with respect to certain risks underwritten during the relevant policy period in exchange for net ceded premiums.

Based on a Schedule 13G/A filed in February 2024, BlackRock Inc. (“BlackRock”) owned approximately 7.3% of the outstanding common shares of Arch Capital as of December 31, 2023. BlackRock, through its subsidiaries, provides various investment management, investment trade support and risk analysis services to Arch Capital and its subsidiaries. During 2023, the Company incurred $7.1 million of fees, in the aggregate, under these services arrangements with BlackRock.

Based on a Schedule 13G/A filed in February 2024, The Vanguard Group (“Vanguard”) owned approximately 10.9% of the outstanding common shares of Arch Capital as of December 31, 2023. In 2023, Vanguard provided investment management services to Company-sponsored pension plans. Fees payable in connection with investing in Vanguard funds are paid by the plans. No fees were paid by the Company.

Chiara Nannini, a director of certain of our ~~annual meeting.~~ non-U.S. subsidiaries, is a director of the law firm of Conyers Dill & Pearman Limited (“Conyers”), which provides legal services to the Company and its subsidiaries.

From time to time, in the ordinary course of our business, we may enter into transactions, including insurance and reinsurance transactions and brokerage or other arrangements for the production of business, with entities in which companies or funds affiliated with beneficial owners of more than 5% of our issued and outstanding voting shares or directors of Arch Capital may have an ownership or other interest.



25	~~\| 2018 PROXY STATEMENT~~	2024 PROXY STATEMENT \|	28

~~2018~~

Long-Term Incentive Plan ~~(“2018 LTI Plan”)~~

~~General Approach~~Overview

~~We have also changed~~The Company grants long-term equity-based incentive awards to link the ~~structure~~compensation of our ~~long-term incentive awards for senior~~NEOs directly to corporate performance over the long term and align the interests of executives ~~beginning with grants in 2018 so that the~~to our shareholders. A majority of ~~such awards will be~~the economic value is granted in ~~the form of performance shares.~~performance-based vehicles. The ~~value~~ mix of such long-term awards ~~will be~~is approximately (i) 80% performance-based, consisting of 55% performance shares and 25% stock options and (ii) 20% time-based restricted shares. The performance shares ~~will~~are subject to both service-based conditions and performance-based vesting conditions and directly link pay ~~out based~~with performance and create shareholder alignment. The stock options also align executives’ interests with those of shareholders and focus on ~~growth in tangible book~~driving stock price. Time-based restricted shares promote direct retention and shareholder alignment.

These awards make up a significant component of total direct compensation, and we believe that the combination of awards supports our pay-for-performance philosophy by encouraging long-term performance and shareholder value ~~per share (adjusted for share buy-backs) in relation to pre-established threshold, target~~

creation.

~~and maximum goals over a three~~Long-term incentive award grants are generally made annually at the beginning of each year, ~~performance period. The resulting payout level will be secondarily modified by relative total shareholder return (TSR) over~~and the performance ~~period in relation to a pre-determined peer group. The maximum number of~~ shares ~~that can be earned will be 200% of target. Grants of performance shares are expected to be made annually, with~~have three-year overlapping ~~cycles. Earned~~ performance ~~shares are paid out at~~periods. In addition, during the ~~end of~~year, additional equity awards may be granted for critical retention situations, newly hired employees and special recognition. The summary below describes the ~~three-year period, in shares of Arch Capital stock.~~

vesting conditions and other relevant data relating to the annual long-term equity program.

~~Proposed 2018 LTI Design~~

~~The changes to our long-term incentive design for 2018 are outlined below:~~

Performance Shares

55% of Economic Value

Stock Options

25% of Economic Value

Restricted ~~Stock/Units~~Shares

20% of Economic Value

Performance Period: ~~3-year, with overlapping 3-year cycles.~~3 years.

Underlying Value: Denoted in shares of Arch ~~Capital stock.~~Capital.

Metrics: ~~Absolute~~ Tangible Book Value per share growth over the 3-year performance period, ~~(adjusted for share buy-backs),~~ with a ~~25%~~TSR modifier of +/- ~~TSR modifier,~~25%, relative to the TSR of ~~an established peer group.~~our Performance Peer Group as discussed within “How We Make Compensation Decisions—Selected Competitors” and as shown below.

Opportunities: Pre-established ~~minimum,~~threshold, target and maximum opportunities (e.g., 50%, 100%, 200%). Below threshold performance results in 0% shares earned.

Payout: InEarned shares atvest in March following the end of the performance period, with the number of vested shares dependent upon the level of goal achievement.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

Underlying Value: Denoted in non-qualified stock options evaluated using the Black-Scholes methodology.

Exercise Price: Equal to the closing share price on the grant date.

Life: ~~10 year~~10-year maximum term.

Black-Scholes Methodology: The grant date fair value is calculated in accordance with the Black-Scholes model. The expected life assumption for options is based on the Company’s historical exercise experience of six years (of a 10-year maximum term). Expected volatility is based on the Company’s daily historical trading data of its common shares.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

UnderlyingValue: Denoted in shares of Arch ~~Capital stock.~~Capital.

Payout: In shares.

Dividends: Accrue and are paid out upon vesting.

~~Why Use This Approach?~~

A majority of the economic value is granted in performance-based vehicles, including performance shares and stock options to incent share price appreciation goals, and maintaining restricted stock to promote executive retention.

The performance share vehicle directly fulfills the Company’s objectives of linking pay with performance, and creating shareholder alignment. The TSR modifier (of 25% +/-) at the end of the three-year performance period will connect the results of the Tangible Book Value metric with the stock price results experienced by shareholders over the

same three-year period. Grants of performance shares are expected to be made annually, with three year overlapping cycles. Earned performance shares are paid out at the end of the three year period, in shares of Arch Capital stock. The stock options create strong shareholder alignment and focus on driving stock price. The restricted stock/units provide direct retention.



38	~~\| 2018 PROXY STATEMENT~~	2024 PROXY STATEMENT \|	46

~~Table of Contents~~

~~2017 Compensation Decisions~~

~~Constantine Iordanou~~

~~Chief Executive Officer (2017) and Chairman of the Board~~

~~Base Salary~~

~~Mr.~~ ~~Iordanou~~ ~~did not receive a salary adjustment in 2017.~~

~~Short-Term Cash Incentive~~

The variable performance-based component of Mr. Iordanou’s compensation, in the form of annual cash bonus and long-term incentive share-based awards, continued to represent more than 80% of his total compensation as shown in the ~~2017 Summary Compensation Table~~. In determining Mr. Iordanou’s performance-based compensation for 2017, including his annual bonus, the Committee, in the exercise of its business judgment, evaluated Mr. Iordanou’s contributions toward creation and enhancement of shareholder value by considering the performance of the Company and a number of other factors, including the Company’s financial results and strategic initiatives achieved under his leadership over the near and long-term. The Committee also took into account the orderly chief executive officer leadership transition process that was led by Mr. Iordanou.

~~As part of its evaluation of~~metric against which we measure Company performance ~~the Committee reviewed the~~under our performance results for open underwriting years under its longstanding formula-based incentive compensation plan that applies to executives at the segment and investment units. That plan generally bases payouts on achievement of return on capital targets for the current underwriting year and prior underwriting years whose ten year development periods remain open, and, in the case of the investment unit, investment returns over one, three and five years. The level of goal achievement for 2017 for the open underwriting years was 110%.

The Committee also focused on the fact that, under Mr. Iordanou’s leadership, the Company has adopted and maintained a disciplined approach to underwriting, investment management and capital management that has served us and our shareholders well. Our diversification across three business segments under Mr. Iordanou’s leadership was another important consideration, allowing us to seek out the best underwriting opportunities. The Committee recognized the challenging operating environment for our property and casualty insurance and reinsurance businesses and that the Company’s diversified platform and its collaborative culture of performance, accountability, teamwork and ethical conduct allowed the Company t~~o meet these challenges and remain financially strong.~~

~~The alignment of interests of Mr. Iordanou with the interests of shareholders~~shares is further strengthened due to the fact that, as the Committee was aware, Mr. Iordanou had elected to receive 100% of his total bonus in the form of at-the-money stock options instead of cash under an election program offered by the Company. Accordingly, share price appreciation over an extended period of time will be required in order for Mr. Iordanou to realize any significant compensation benefit from this important component of his 2017 compensation.

~~Based on the above considerations, Mr. Iordanou received an annual bonus of $5,000,000. As mentioned above, Mr. Iordanou elected~~ ~~to receive all of his annual bonus in the form of stock options under the Company’s existing election program.~~

~~Long-Term Incentive~~

~~Mr. Iordanou received a long-term incentive grant in May 2017 valued at $5,744,023, consisting of restricted common~~ ~~shares~~ ~~(80% of the value) and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~Marc Grandisson~~

~~President and Chief Operating Officer (2017)~~

~~Base Salary~~

~~Mr.~~ ~~Grandisson~~ ~~did not receive a salary adjustment in 2017.~~

~~Short-Term Cash Incentive~~

In determining Mr. Grandisson’s annual bonus for 2017, the Committee took into account principles similar to those underlying the new 2018 STI Plan described above. As his responsibilities extend to all aspects of the Group, with oversight of all of the Company’s operations, Mr. Grandisson’s 2017 bonus was generally based approximately 50% on Group financial performance and 50% on achievement of strategic metrics, as described below. His target bonus was increased to 165% of base salary based on ~~external market data at median, together with various other factors such as~~growth in TBVPS. We selected this metric because higher and more consistent ~~high performance,~~TBVPS growth over time is an indication of effective and prudent use of capital and is shown to deliver value ~~delivery to the Company, retention and successful tenure.~~

~~The Group financial performance metrics considered were primarily the performance results for open underwriting years under the Company’s longstanding formula-based incentive compensation plan~~over time. We also believe that applies to executives at the segment and investment units. That plan generally bases payouts on achievement of return on capital targets for the current underwriting year and prior underwriting years whose ten year development periods remain open, and, in the case of the investment unit, investment returns over one, three and five years. The Group financial



39	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

performance metrics represent the weighted average results under the plan formula for the insurance, reinsurance, mortgage and investment operating groups determined for 2017. The level of goal achievement for the open underwriting years was 110%, which would result (under the principles of the 2018 STI Plan as described above) in a payout factor of 137% of target for the financial goal portion of bonuses.

The strategic metrics considered for Mr. Grandisson included his effective leadership of all of the Company’s operations, including the three underwriting segments, investments and the services functions. The Committee took into account the Company’s profitability achieved under his guidance, the active role he has played in diversifying our businesses, the Company’s continued strong performance in relation to our Performance Peer Group is important in evaluating our long-term performance. Accordingly, we have incorporated a relative TSR modifier into the design for several reasons, most significantly its ~~peer group~~likely correlation to long-term growth in TBVPS and direct correlation with our shareholders’ returns over the ~~Company’s overall focus on underwriting discipline~~performance period.


2023 Performance Peer Group
American Financial Group, Inc.
Assurant, Inc.
AXIS Capital Holdings Limited
Cincinnati Financial Corporation
CNA Financial Corporation
Essent Group Ltd.
Everest Group, Ltd.
Fairfax Financial Holdings Limited
The Hanover Insurance Group, Inc.
The Hartford Financial Services Group
Markel Corporation
MGIC Investment Corporation
Old Republic International Corporation
Radian Group Inc.
RenaissanceRe Holdings Ltd.
Selective Insurance Group, Inc.
The Travelers Companies, Inc.
W.R. Berkley Corporation

2023 Long-Term Incentive Awards

The Compensation and ~~its disciplined approach~~Human Capital Committee endeavors to ~~investment and capital management.~~set rigorous goals for the performance share awards. The ~~Committee also reviewed Mr. Grandisson’s oversight of key operational matters, including expense management initiatives through~~awards granted in 2023 will pay out at target if our TBVPS grows at an 11% annual rate over the ~~use of Arch Global Services and~~three-year period. As noted above, the ~~focus on building predictive analytics, as well as risk management and infrastructure initiatives. The Committee also reflected Mr. Grandisson’s effective oversight~~resulting vesting level is secondarily modified by the relative TSR modifier. Earned awards can increase from 1% to 25% if TSR is greater than the 65th percentile of the ~~implementation~~Performance Peer Group, or decrease from 1% to 25% if TSR is less than the 35th percentile of the Performance Peer Group. Awards are not modified if TSR performance is between the 35th and 65th percentiles. The maximum number of shares that can be earned is 200% of target.

The table below sets forth the threshold, target and maximum performance levels for TBVPS:


Level of Performance	Growth in TBVPS	Shares Earned as a % of Target
Threshold	6%	50%
Target	11%	100%
Maximum	16%	200%

The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis and extensive review of competitive benchmarking data. For 2023, the Compensation and Human Capital Committee increased the long-term incentive grant for the NEOs by approximately 15% above the target award value in recognition of the Company’s ~~succession plan~~outstanding performance in ~~the insurance and reinsurance groups, and his successful participation in the CEO transition process.~~2022. The ~~Committee’s determination~~target value of the ~~level of his performance would, under~~award and the ~~principles of the 2018 STI Plan, result in~~actual grant value stated as a ~~performance multiplier of 250% on the portion of his bonus that was based on strategic performance.~~

~~Based generally on the considerations outlined above, the Committee determined that Mr. Grandisson’s annual bonus for 2017 would be $3,000,000.~~

~~Long-Term Incentive~~

~~Mr. Grandisson received a long-term incentive grant in May 2017~~ ~~valued~~ ~~at $2,805,502, consisting of restricted common shares (80% of the value) and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~Mark D. Lyons~~

~~Executive Vice President and Chief Financial Officer~~

~~Base Salary~~

~~Mr. Lyons did not~~ ~~receive~~ ~~a salary adjustment in 2017.~~

~~Short-Term Cash Incentive~~

In determining Mr. Lyons’ annual bonus for 2017, the Committee took into account principles similar to those underlying the new 2018 STI Plan described above. As his responsibilities extend to all aspects of the Group, Mr. Lyons’

~~2017 bonus was generally based 50% on Group financial performance and 50% on achievement of strategic metrics, as described below. His target bonus was 125%~~percentage of base salary, for 2017 and will be increased to 135% of base salary for 2018 based on external market data at median, together with various other factors such as consistent high performance, value delivery to the Company, retention and successful tenure.


Name	2023 Target Grant Value (% of Base Salary)	2023 Actual Grant Value (% of Base Salary)
Marc Grandisson	450%	515%
François Morin	200%	230%
Nicolas Papadopoulo	300%	345%
Maamoun Rajeh	200%	230%
David E. Gansberg	200%	230%


47			\| 2024 PROXY STATEMENT

2023 Compensation Decisions for Named Executive Officers

2023 Short-Term Cash Incentive Plan Payout

The ~~Group~~group financial performance metrics represent the weighted average results under the plan formula for the insurance, reinsurance, mortgage and investment ~~operating groups~~units determined for ~~2017.~~2023. The level of goal achievement for the group during 2023 for open underwriting years was ~~110%~~127.3%, exceeding the maximum Level of Goal Achievement Required of 115% as indicated in “Elements of Compensation Program—2023 Year ROE Scale/Financial Goals/Payout Scale,”which ~~would result (under the principles of the 2018 STI Plan as described above)~~resulted in a payout factor of ~~137%~~200.0% of target for the group financial goal portion of bonuses.

The strategic metrics considered for Mr. Lyons were his key leadership roles in financial reporting, enterprise risk management, regulatory and tax matters, investor relations, rating agency matters and capital management, including his leadership of the refinancing of our series C preferred shares with issuances of new series F preferred shares. The Committee’s determination of the level of his performance would, under the principles of the 2018 STI Plan, result in a performance multiplier of 175% on the portion of his bonus that was based on strategic performance.

~~Based generally on the considerations outlined above, the Committee determined that Mr. Lyons’ annual bonus for 2017 would be $1,365,000.~~

~~Long-Term Incentive~~

~~Mr. Lyons received a long-term incentive grant in May 2017 valued at $986,763,~~ ~~consisting~~ ~~of restricted common shares (80% of the value) and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.



	~~2018 PROXY STATEMENT \|~~	40

~~Table of Contents~~

~~Nicolas Papadopoulo~~

~~Chairman and CEO of Arch Worldwide Insurance Group and P&C Group CUO (October 1, 2017-Present)~~

~~Chairman and CEO of Arch Worldwide Reinsurance Group (July 1, 2014-September 30, 2017)~~

~~Base Salary~~

~~Mr. Papadopoulo received a raise from $650,000 to $750,000~~ in ~~connection~~ ~~with his promotion on October 1, 2017.~~

~~Short-Term Cash Incentive~~

In determining Mr. Papadopoulo’s annual bonus for 2017, the Committee took into account principles similar to those underlying the new 2018 STI Plan described above. Mr. Papadopoulo’s 2017 bonus was generally based 50% on the performance of the reinsurance and insurance groups under his leadership, 20% on Group financial performance, and 30% on achievement of strategic metrics, as described below. His target bonus was increased to 135% of base salary based on external market data at median, together with various other factors such as consistent high performance, value delivery to the Company, retention and successful tenure.

The Group financial performance metrics considered were primarily the performance results for open underwriting years under the Company’s longstanding formula-based incentive compensation plan that applies to executives at the segment and investment units. That plan generally bases payouts on achievement of return on capital targets for the current underwriting year and prior underwriting years whose ten year development periods remain open, and, in the case of the investment unit, investment returns over one, three and five years. The Group financial performance metrics represent the weighted average results under the plan formula for the insurance, reinsurance, mortgage and investment operating groups determined for 2017. The level of goal achievement for the open underwriting years was 110%, which would result (under the principles of the 2018 STI Plan as described above) in a payout factor of 137% of target for the Group financial goal portion of bonuses.

The level of goal achievement for the ~~open underwriting years~~individual units under the formula plan for the reinsurance and insurance segments was 105% and 83%, respectively, which would result in a combined payout factor (under the principles of the 2018 STI Plan as described above) of 100% of target for the Segment financial goal portion of ~~bonuses.~~the Short-Term Cash Incentive Plan for the open underwriting years was 128.7%, 140.9% and 144.1% for the Insurance, Reinsurance and Mortgage segments, respectively, resulting in payout factors of 157.3%, 181.7% and 188.3% of target, respectively.

The strategic ~~metrics considered for Mr. Papadopoulo included the Company’s continued strong~~ performance ~~in relation to its peer group and Mr. Papadopoulo’s effective~~

~~oversight~~results, which make up 30% of the ~~reinsurance and insurance groups during~~calculation, are highlighted in the ~~year, including an emphasis on managing~~following pages covering each individual NEOs’ compensation.

2021 Performance Shares Plan Payout

As stated above, the ~~underwriting cycle. The Committee also took into account Mr. Papadopoulo’s role~~Company uses performance shares as part of its Long‐Term Incentive (“LTI”) Compensation Plan. Under the terms of the LTI Plan, the final number of shares ultimately earned by the eligible executives is a function of the absolute growth in ~~strategic initiatives, including oversight~~the TBVPS of the Company’s ~~investments in Watford and Premia and the Company’s branding activities. He also led~~common shares over a ~~very orderly leadership transition process~~three-year performance period, supplemented by a TSR modifier.

The starting TBVPS for the ~~insurance and reinsurance groups. The Committee’s determination~~2021 grants was $28.63. At the end of 2023, the ~~level of his~~TBVPS grew to $44.99, a 16.26% annualized increase over the performance ~~would, under the principles of the 2018 STI Plan, result~~period, resulting in a payout percentage of 200%, based on TBVPS growth.

Based on Arch Capital’s TSR over the three‐year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier ~~of 225%~~was 125.0%.


Annual Change in TBVPS	Payout Percentage	TSR Percentile	Shares Modifier
<6%	0%	≤20%	75%
6%	50%	35%	100%
11%	100%	65%	100%
≥16%	200%	≥80%	125%

Based on the ~~portion of his bonus that was based on strategic performance.~~

~~Based generally on the considerations outlined~~two calculations above, the ~~Committee determined~~indicated final payout was 200.0% for the performance shares granted in 2021 that ~~Mr. Papadopoulo’s annual bonus for 2017 would be $1,500,000.~~vested on March 4, 2024, which was the maximum payout.

~~Long-Term Incentive~~

~~Mr. Papadopoulo received a long-term incentive grant in May 2017 valued at $888,812, consisting of restricted common shares (80% of the value) and stock options (20% of the~~ ~~value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~Promotion~~

~~In connection with his promotion in October 2017, Mr. Papadopoulo received a long-term incentive grant valued at $3,146,095, consisting of restricted common shares (61% of~~ ~~the~~ ~~value) and stock options (39% of the value), as reported in the~~ ~~2017 Summary Compensation Table. He also received payment of $2,316,414, representing legacy payments earned by him under the Incentive Compensation Plan relating to the reinsurance group.~~


			2024 PROXY STATEMENT \|			48

Chief Executive Officer

Marc Grandisson

Chief Executive Officer

Strategic Goals

In early 2023, the Compensation and Human Capital Committee reviewed and approved Mr. Grandisson’s 2023 strategic objectives. During the year, the Compensation and Human Capital Committee reviewed updates on the progress toward achievement of the objectives and final determinations were made in February 2024. The resulting determination by the Compensation and Human Capital Committee was that he had performed with respect to his pre-established strategic objectives at a level translating to a 200% payout factor. Highlights are summarized below:

Mr. Grandisson’s strategic goals were based on Company performance, including in relation to the Performance Peer Group, progress on key strategic initiatives and succession planning. Under Mr. Grandisson’s leadership, the Company’s financial results were outstanding as highlighted in “2023 Performance at a Glance” section. Book value per common share was up 43.9%, annualized net income return on average common equity and annualized after-tax operating return on average common equity were 29.7% and 21.6%, respectively, compared to 11.6% and 14.8%, respectively, in 2022. The Company’s stock price was up 18.3% in 2023. In addition, the Company was once again named a “Most Honorable Company” placing in the top-three overall in every category by Institutional Investor. The Company was also named Best Places to Work by U.S. News and World Report. The Compensation and Human Capital Committee evaluated Mr. Grandisson’s oversight in developing the Company’s global strategy focusing on revenue growth, operating efficiencies, innovation and increased profitability. The Committee also evaluated Mr. Grandisson’s oversight of succession planning and maximizing Executive Leadership Team effectiveness, while also continuing to inspire the Senior Leadership Team (“SLT”) of the Company’s top ~150 leaders. The Committee also reviewed Mr. Grandisson’s oversight of key strategic initiatives in the areas of analytics, M&A, employee engagement, D&I, and ESG programs and policies, as well as continued progress on global IT transformation and Arch Management System, both of which are multi-year initiatives to upgrade and refresh core processes and systems that will generate productivity, efficiency and consumer centric solutions.

Compensation Decisions

■ Base Salary, Short- and Long-Term Incentive Target

Mr. Grandisson did not have any change to base salary or short- and long-term incentive targets in 2023.

For 2024 compensation decisions, the Compensation and Human Capital Committee reviewed and benchmarked Mr. Grandisson’s compensation against the Company’s Compensation Peer Group. Based on that review, in order to maintain market competitiveness at our target positioning as described in “How We Make Compensation Decisions,” Mr. Grandisson’s base salary was increased to $1,300,000 from $1,225,000 in January 2024 and his long-term incentive target was increased to 560% of base salary from 450% of base salary. His short-term incentive remains at 200% of base salary.

■ Short-Term Cash Incentive

The Compensation and Human Capital Committee reviewed Mr. Grandisson’s performance against his strategic goals, which resulted in a payout factor of 200% on the portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$2,450,000

$3,430,000

Strategic Performance

200%

30%

60%

1,470,000

TOTAL

100%

200%

$4,900,000

■ Long-Term Incentive

On February 24, 2023, the Compensation and Human Capital Committee approved the annual award summarized in the table below. The amount includes a 15% increase to the grant target in recognition of the Company’s outstanding performance in 2022. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned.

Performance
Shares

Stock
Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

50,193

$3,471,850

67,242

$1,578,304

18,252

$1,262,491

$6,312,645

■ 2021 Perfor-mance Share Cycle Vesting

The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three-year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%, and the overall payout factor was calculated at 200.0%, which was the maximum payout.

2021 Grant (Target)

Approved Payout
Factor

Total
Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

69,095

200.0%

138,190

69,095

$5,131,686

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


49			\| 2024 PROXY STATEMENT

Chief Financial Officer

François Morin

Executive Vice President, Chief Financial Officer and Treasurer

Strategic Goals

Mr. Morin’s strategic goals were based on our financial strength ratings, strategic initiatives, updating of financials systems, finance operations and processes and succession planning. Mr. Morin worked successfully at managing investor, rating agency and auditor relations to keep our financial strength ratings strong. He also led capital management decisions across the group resulting in 21.6% growth in net written premium and after-tax operating income growth of 74.2% from 2022. The Compensation and Human Capital Committee evaluated Mr. Morin’s role in strategic initiatives, including corporate structuring designed to enhance Company capital and provide financial flexibility for the future. In addition, Mr. Morin led the successful implementation of Phase 1 of the multi-year finance transformation to implement a single Enterprise Resource Planning (“ERP”) solution across the group. Mr. Morin also continued to identify the next generation of leaders through the SLT and succession planning process and encouraged team building for the various corporate functions by helping to lead a first-ever Corporate Collaboration Conference for 160-plus employees across the corporate functions. Mr. Morin also joined the Company’s mentorship program and mentors a number of individuals across different teams.

Compensation Decisions

■ Base Salary

Mr. Morin’s base salary was increased to $750,000 from $675,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Morin’s base salary was increased to $800,000 from $750,000 following our annual benchmarking review, effective January 1, 2024.

■ Short-Term Cash Incentive

The Compensation and Human Capital Committee reviewed Mr. Morin’s performance against his strategic goals, which resulted in a payout factor of 210% on the portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$1,050,000

$1,470,000

Strategic Performance

210%

30%

63%

630,000

TOTAL

100%

203%

$2,100,000

Effective January 1, 2023, Mr. Morin’s Short-Term Cash Incentive target was increased to 140% of base salary from 135% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Morin’s Short-Term Cash Incentive target was increased to 150% of base salary from 140% of base salary following our annual benchmarking review, effective January 1, 2024.

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

13,716

$948,736

18,375

$431,298

4,988

$345,020

$1,725,054

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

20,729

200.0%

41,458

20,729

$1,539,543

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


			2024 PROXY STATEMENT \|			50


President and Chief Underwriting Officer
Nicolas Papadopoulo President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group
Strategic Goals
Mr. Papadopoulo’s strategic goals included growth strategies, strategic initiatives, leadership development, and D&I initiatives. Mr. Papadopoulo continues to build alignment and common strategies around future growth for all of Arch’s segments, i.e., Insurance, Reinsurance and Mortgage. Under Mr. Papadopoulo’s leadership, Insurance group net written premiums grew 16.7% from 2022. The Compensation and Human Capital Committee also evaluated Mr. Papadopoulo’s role in strategic initiatives, including sponsoring the expansion of the Shared Service Operating Model and prioritization of next steps for the companywide transformation agenda after the successful implementation of the HR Talent Acquisition and IT End User Support pilots. Mr. Papadopoulo also focused on further expanding the use of strategic analytics and digital partnership successes to continue to drive innovation and increase profitability, and he continued to support the development of leaders and the framework specific to the next generation of successors. Mr. Papadopoulo also promoted the Company’s D&I initiatives across business units, including segment specific D&I goals and continues to serve as Executive Sponsor of the Women and Allies Employee Network.
Compensation Decisions
■ Base Salary	Mr. Papadopoulo’s base salary was increased to $850,000 from $800,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Papadopoulo’s base salary was increased to $900,000 from $850,000 following our annual benchmarking review, effective January 1, 2024.
■ Short-Term Cash Incentive	The Compensation and Human Capital Committee reviewed Mr. Papadopoulo’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance.
	2023 STI Metric			Payout Factor	x Weighting	= Adjusted Weighting	x Target Bonus	= Bonus Payout (Max 2x)
	Financial Performance—Group			200%	50%	100%	$1,402,500	$1,402,500
	Financial Performance—Segment			164%	20%	32.8%		460,020
	Strategic Performance			225%	30%	67.5%		942,480
	TOTAL				100%	200.3%		$2,805,000

	Effective January 1, 2023, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 165% of base salary from 150% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 185% of base salary from 165% of base salary following our annual benchmarking review, effective January 1, 2024.
■ Long-Term Incentive	On February 24, 2023, the Compensation and Human Capital Committee approved the annual award summarized in the table below. The amount includes a 15% increase to the grant target in recognition of the Company’s outstanding performance in 2022. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned.
		Performance Shares		Stock Options		Time-Based Restricted Shares
	Grant Date	Number of Shares	Value1	Number of Options	Value1	Number of Shares	Value1	Total
	Feb. 24, 2023	23,337	$1,614,220	31,264	$733,829	8,486	$586,977	$2,935,026

■ 2021 Perfor-mance Share Cycle Vesting	The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three-year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%, and the overall payout factor was calculated at 200.0%, which was the maximum payout.
	2021 Grant (Target)	Approved Payout Factor		Total Vested	Adjustment to Target Shares Awarded		Value of Adjustment to Target Shares at 12/31/20232
	36,851	200.0%		73,702	36,851		$2,736,924

1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


51			\| 2024 PROXY STATEMENT

Reinsurance Unit Executive

~~Maamoun Rajeh~~Role of Compensation Consultant

~~Chairman~~Our Compensation and Human Capital Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation and Human Capital Committee and evaluate executive compensation, including sole authority to approve the fees and any other retention terms for any such consultant or advisor. The Compensation and Human Capital Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to assist in establishing compensation policies and programs. During 2023, Meridian:

▪reviewed and advised the Compensation and Human Capital Committee on matters concerning compensation of the CEO and our other NEOs;

▪reported on all aspects of ~~Arch Worldwide Reinsurance~~short-term and long-term compensation program design, including incentive mix;

▪assessed the companies in the Compensation Peer Group for continued appropriateness;

▪reported on emerging trends and developments in executive compensation and corporate governance;

▪prepared formal presentations for the Compensation and Human Capital Committee regarding executive compensation;

▪reviewed compensation benchmarking analysis for each of the Company’s senior executives; and

▪reviewed and advised on director compensation.

Meridian did not provide any other services to the Company and no other fees were paid to Meridian except fees related to their services to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee believes that Meridian is independent and no conflict of interest exists.

Competitors for Setting Pay and Comparing Performance

For purposes of making compensation decisions and for evaluating our financial performance relative to peers, we used compensation and financial data derived from the Compensation Peer Group listed below. We annually review the companies in our Compensation Peer Group with Meridian. Prior to the Compensation and Human Capital Committee making 2023 compensation decisions, the Compensation and Human Capital Committee conducted a formal review of the Compensation Peer Group, with assistance from Meridian, resulting in a recommendation to keep the same Compensation Peer Group as in effect for the prior year, which was approved by the Compensation and Human Capital Committee.

The table below describes the multi-step filtering exercise used in the Compensation Peer Group selection process:


Compensation Peer Group Selection Process
Step 1: Industry Filters			Select industries relative to Arch Capital’s business operations.
Step 2: Size Filters			Filter companies based on revenue and asset size.
Step 3: Additional Subjective Filters			Review business descriptions and additional financial measures.


41			\| 2024 PROXY STATEMENT

The table below describes the four primary functions for the Compensation Peer Group:


Purpose of the Compensation Peer Group
Pay Comparisons			Determine competitive pay levels and identify differences from general industry market data.
			Assess ability to attract, retain, engage and motivate top talent.
Compensation Structure			Provide benchmarks for compensation structure (pay mix, performance metrics, leverage, vehicles, etc.).
			Use as a foundation or reference when making design changes to the compensation program.
Performance Comparisons			Assess performance relative to companies facing similar business challenges.
			Use as an input to setting incentive plan goals.
Financial Performance			Company performance is measured in absolute terms, as well as versus prior year results, and in relative terms in comparison with the performance of peer companies in our Compensation Peer Group on the same financial metrics.

The Compensation Peer Group used for 2023 compensation decisions was comprised of the following 17 companies:


2023 Compensation Peer Group
American Financial Group, Inc.
Arthur J. Gallagher & Co.
Assurant, Inc.
AXIS Capital Holdings Limited
Cincinnati Financial Corporation
CNA Financial Corporation
Everest Group, Ltd.
First American Financial Corporation
The Hanover Insurance Group, Inc.
The Hartford Financial Services Group
Markel Corporation
Old Republic International Corporation
RenaissanceRe Holdings Ltd.
Selective Insurance Group, Inc.
The Travelers Companies, Inc.
W.R. Berkley Corporation
Willis Towers Watson Public Limited Company

The Compensation and Human Capital Committee utilizes a separate peer group to measure relative TSR performance in our performance share awards (the “Performance Peer Group”). There is significant overlap between the two peer groups, with 14 companies included in both groups, but there are differences that reflect the different purposes of the compensation and performance peer groups. The Compensation Peer Group is used primarily to benchmark our compensation against companies that we compete with for talent, while the Performance Peer Group is more focused on companies that participate in similar lines of business in order to more closely measure our relative TSR performance. In establishing the Performance Peer Group for 2023, the Compensation and Human Capital Committee started with the Compensation Peer Group, added Essent Group Ltd., Fairfax Financial Holdings Limited, MGIC Investment Corporation and Radian Group, Inc. and removed Arthur J. Gallagher & Co., First American Financial Corporation and Willis Towers Watson Public Limited Company, resulting in the 18 companies listed below under “Elements of Compensation—Long Term Incentive Plan.”

Shareholder Engagement and Results of Say-on-Pay Votes

At our 2023 annual general meeting of shareholders, approximately 93.9% of the votes cast approved the Company’s executive compensation programs and the resulting compensation described in the 2023 Proxy Statement. Based on this high level of support, the Compensation and Human Capital Committee determined that shareholders support our compensation practices and will continue to work to ensure that our NEOs’ interests are aligned with our shareholders’ interests to support long-term value creation.

In addition, we continue to engage our largest institutional shareholders in discussions regarding our executive compensation program and other governance matters, including our ESG program, as outlined above (see “Proxy Summary”). We remain committed to listening to feedback from shareholders when designing, reviewing and evaluating our compensation programs and policies.


			2024 PROXY STATEMENT \|			42

Elements of Compensation Program

We have three primary elements of total direct compensation for our executive compensation program: base salary, short-term cash incentive and long-term incentive share-based awards, all of which are described below. We also provide standard retirement and benefit plans and limited perquisites customarily provided to expatriates residing in Bermuda.

Base Salary

~~Mr. Rajeh received a raise from $525,000~~Base salary is fixed cash compensation and integral to ~~$650,000 in connection with his~~ ~~promotion~~ ~~on October 1, 2017.~~

~~Short-Term Cash Incentive~~

~~In determining Mr. Rajeh’s annual bonus for 2017, the~~any employment arrangement. Base salary is reviewed annually and adjusted when appropriate. Increases are not automatic or guaranteed. The Compensation and Human Capital Committee took into account principles similar to those underlying the new 2018 STI Plan described above. Mr. Rajeh’s 2017 bonus was generally based 50% on the performance of the reinsurance group under his leadership, 20% on Group financial performance and 30% on achievement of strategic metrics, as described below. His target bonus was increased to 135% ofsets each NEO’s base salary based on market data for the individual’s position and geographic location as well as experience, duties and scope of responsibility. From time to time, base salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations.

Short-Term Annual Cash Incentive

For each executive participant, target annual cash incentive award levels are established, stated as a percentage of base salary. These levels are influenced by external market data ~~at median, together with~~and adjusted as appropriate to take into consideration various ~~other~~ factors such as consistent high performance and value delivery to the Company, internal equity, retention and ~~successful tenure.~~succession.

Short-term annual cash incentive award levels are designed to provide formulaic payouts to our senior executives and serve as a critical tool for rewarding the achievement of annual corporate and individual goals. Amounts are earned based on the attainment of quantitative and qualitative strategic accomplishments for the relevant year.

The table below sets forth the established target bonus award levels for our NEOs as of December 31, 2023:


2023 NEO Target Short-Term Incentive Opportunity
Name	Base Salary	Target (%)	Target Bonus
Marc Grandisson	$1,225,000	200%	$2,450,000
François Morin	$750,000	140%	$1,050,000
Nicolas Papadopoulo	$850,000	165%	$1,402,500
Maamoun Rajeh	$780,000	140%	$1,092,000
David E. Gansberg	$780,000	140%	$1,092,000



41	~~\| 2018 PROXY STATEMENT~~

Overview

~~Table~~At the beginning of ~~Contents~~

~~The Group~~each annual performance period, the Compensation and Human Capital Committee approves the financial performance metrics and reviews the strategic goals that will be considered when determining the ultimate amount of the performance-based annual cash incentive awarded upon completion of the calendar year, including establishing specific targets, thresholds and maximums for each financial performance metric. Performance below the threshold would result in no payout related to the financial metrics. For 2023, financial performance metrics were ~~primarily~~given a weighting of 70% and strategic goals were given a weighting of 30%.

The financial metrics are measured based on the financial performance ~~results~~achieved by each of the segments (i.e., Insurance, Reinsurance and Mortgage (collectively the “underwriting units”) and the investment unit) under our existing incentive compensation formula plans. Such plans typically base payouts on the achievement of ROE targets, reflecting the rate of return we earn on our capital, which supports our goal of growth in TBVPS and aligns our executives’ compensation with shareholder returns. At the beginning of each underwriting year, the segment-level ROE scale, which establishes the threshold, target and maximum performance levels under the formula plans, is approved by the Compensation and Human Capital Committee. The threshold, target and maximum payout percentages as well as the 2023 underwriting year ROE scale are set forth in the following table:


Level of Performance1	ROE Scale	Payout Factor
Threshold	7.50%	27.0%
Target	13.74%	100.0%
Maximum	20.61%	200.0%

1 The threshold and maximum levels have been a consistent percentage of the target level over time. However, starting in 2020, the Compensation and Human Capital Committee determined that no amounts will be payable for a plan year unless the ROE for the plan year equals at least 7.5%.

Under the formula plans, for underwriting units, payouts are determined based on the unit’s performance during the current calendar year across all open underwriting years ~~under~~(typically the ~~Company’s longstanding formula-based incentive compensation plan that applies to executives at~~last 10 years), evaluated against the ~~segment~~applicable ROE scale and ~~investment units. That plan generally bases payouts on achievement of return on capital targets~~target developed for ~~the current~~each such underwriting year and ~~prior underwriting years whose ten year~~applied over its respective development ~~periods remain open, and, in the case of~~period (again, typically 10 years). For the investment unit, awards are derived from the unit’s performance as measured by our investment returns compared to the applicable benchmark index over the past one, three and five years.


43			\| 2024 PROXY STATEMENT

Strategic goals are designed to incentivize participants to achieve corporate objectives that cannot be measured by financial metrics and are approved by the Compensation and Human Capital Committee at the beginning of each year. Performance against strategic goals is evaluated by the Compensation and Human Capital Committee at the conclusion of the calendar year. The strategic goals for each of our NEOs for 2023 are discussed below under “202 3 Compensation Decisions for NEOs.”

Performance Criteria

The following performance criteria and weights apply for corporate and unit executives.

▪Corporate executives include our CEO and CFO who have a broad set of responsibilities across the entire

group and no specific underwriting unit profit and loss responsibilities.

▪Unit executives have profit and loss responsibilities for a specific underwriting unit and in 2023, included Messrs. Papadopoulo, Rajeh and Gansberg.

Corporate executives’ 70% financial performance metric weighting is based on overall group performance, while the Reinsurance and Mortgage executives’ 70% financial metric weighting is based 50% on the results of the formula plan for their respective unit and 20% on overall group performance, in order to further incentivize them to support overall group objectives. For the President’s role, the 70% financial performance metric weighting is based 50% on overall group performance and 20% on Insurance segment performance.

The chart below summarizes the performance criteria structure:

Performance Criteria

Measurement

Weights for Corporate Executives

Weights for
Unit
Executives

Range of Payout Percentages

Financial Metrics— Group Level

The incentive compensation payout multiple at the group level is based on each of the underwriting units’ incentive compensation formula plan multiples and is determined as follows:

70%

20% for Reinsurance and Mortgage Executives

50% for President role

0–200%

Convert the payout levels for each unit to an ROE-equivalent, which is inferred1 using the current underwriting year’s ROE scale.

Derive a group-wide ROE supporting the incentive compensation formula plans using the unit-specific inferred ROEs, weighted by the capital allocated (or deployed) to each underwriting unit.

Compare the group-wide ROE to the target level ROE for the current year in order to assess the relative performance of the group.

Compute the group-level payout multiple using the applicable scale.

Financial Metrics— Segment Level

The incentive compensation payout level for each unit executive measured under this category is equal to his respective unit’s incentive compensation formula plan multiple (total bonus payout dollars for the unit for the current year expressed as a percentage of the aggregate target bonus pool for the unit for the current year), as described in “Overview” above.

50% for Reinsurance and Mortgage Executives

20% for President role

0–200%

Strategic Goals2

Based on each executive’s year-end performance evaluation measuring the achievement of strategic objectives.

30%

0–250%

Total

100%

0–200%

1 An ROE equivalent for a given unit is inferred by determining the ROE that would be required under the current underwriting year’s ROE scale to produce a payout multiple equal to the unit’s actual incentive compensation formula plan payout.

2 For the strategic criteria, payout percentages over 200% may only be used if the overall financial criteria payout percentage is 100% (i.e., target level of performance) or higher. The overall maximum bonus payment cannot exceed 200% of the target amount.


			2024 PROXY STATEMENT \|			44

2023 Year ROE Scale/Financial Goals/Payout Scale

The two tables below show the (i) 2023 year ROE scale and (ii) payout scale at the threshold, target and maximum levels for each level of financial goal achievement. Each year, in connection with setting the current year’s threshold, target and maximum ROE measures, the Compensation and Human Capital Committee reviews prevailing financial and economic conditions and uncertainties, the current interest rate environment and peer analysis. The Compensation and Human Capital Committee endeavors to set target ROE measures that are rigorous and responsive to the continued challenging environment in the insurance, reinsurance and mortgage industry and that deliver a pay-for-performance culture. For 2023, the Compensation and Human Capital Committee set the ROE target at 13.74%.


Range of Payouts as % of Target - Financial Goals - Group Level	Threshold	Target	Maximum
Payout as a % of Target1	20%	100%	200%
Level of Goal Achievement Required	85%	100%	115%


Range of Payouts as % of Target - Financial Goals - Segment Level	Threshold	Target	Maximum
Payout as a % of Target1	20%	100%	200%
Level of Goal Achievement Required	50%	100%	150%

1 Payout for performance achievement between stated levels is interpolated on a straight-line basis.

The table below shows the payout percentages at each performance rating for strategic performance criteria:


Strategic Performance Rating			Payout1
Exceptional Achievements			250%
Exceeds Expectations			150%
Meets Expectations			100%
Needs Development			50%
Unsatisfactory			0%

1 For the strategic criteria (30% weighting), payout modifiers over 200% may only be used if the overall financialgoals (70% weighting) achieve the target level of performance or higher. Also, maximum payout as a percentage of target is capped at 200%.

See “202 3 Compensation Decisions for NEOs” for details of annual short-term cash incentives paid to the NEOs and discussion of the strategic goals.


45			\| 2024 PROXY STATEMENT

Long-Term Incentive Plan

Overview

The Company grants long-term equity-based incentive awards to link the compensation of our NEOs directly to corporate performance over the long term and align the interests of executives to our shareholders. A majority of the economic value is granted in performance-based vehicles. The mix of such long-term awards is approximately (i) 80% performance-based, consisting of 55% performance shares and 25% stock options and (ii) 20% time-based restricted shares. The performance shares are subject to both service-based conditions and performance-based vesting conditions and directly link pay with performance and create shareholder alignment. The stock options also align executives’ interests with those of shareholders and focus on driving stock price. Time-based restricted shares promote direct retention and shareholder alignment.

Long-term incentive award grants are generally made annually at the beginning of each year, and the performance shares have three-year overlapping performance periods. In addition, during the year, additional equity awards may be granted for critical retention situations, newly hired employees and special recognition. The summary below describes the vesting conditions and other relevant data relating to the annual long-term equity program.

Performance Shares

55% of Economic Value

Stock Options

25% of Economic Value

Restricted Shares

20% of Economic Value

Performance Period: 3 years.

Underlying Value: Denoted in shares of Arch Capital.

Metrics: Tangible Book Value per share growth over the 3-year performance period, with a TSR modifier of +/- 25%, relative to the TSR of our Performance Peer Group as discussed within “How We Make Compensation Decisions—Selected Competitors” and as shown below.

Opportunities: Pre-established threshold, target and maximum opportunities (e.g., 50%, 100%, 200%). Below threshold performance results in 0% shares earned.

Payout: Earned shares vest in March following the end of the performance period, with the number of vested shares dependent upon the level of goal achievement.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

Underlying Value: Denoted in non-qualified stock options evaluated using the Black-Scholes methodology.

Exercise Price: Equal to the closing share price on the grant date.

Life: 10-year maximum term.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

UnderlyingValue: Denoted in shares of Arch Capital.

Payout: In shares.

Dividends: Accrue and are paid out upon vesting.


			2024 PROXY STATEMENT \|			46

The financial metric against which we measure Company performance under our performance shares is based on growth in TBVPS. We selected this metric because higher and more consistent TBVPS growth over time is an indication of effective and prudent use of capital and is shown to deliver value over time. We also believe that performance in relation to our Performance Peer Group is important in evaluating our long-term performance. Accordingly, we have incorporated a relative TSR modifier into the design for several reasons, most significantly its likely correlation to long-term growth in TBVPS and direct correlation with our shareholders’ returns over the performance period.


2023 Performance Peer Group
American Financial Group, Inc.
Assurant, Inc.
AXIS Capital Holdings Limited
Cincinnati Financial Corporation
CNA Financial Corporation
Essent Group Ltd.
Everest Group, Ltd.
Fairfax Financial Holdings Limited
The Hanover Insurance Group, Inc.
The Hartford Financial Services Group
Markel Corporation
MGIC Investment Corporation
Old Republic International Corporation
Radian Group Inc.
RenaissanceRe Holdings Ltd.
Selective Insurance Group, Inc.
The Travelers Companies, Inc.
W.R. Berkley Corporation

2023 Long-Term Incentive Awards

The table below sets forth the threshold, target and maximum performance levels for TBVPS:


Level of Performance	Growth in TBVPS	Shares Earned as a % of Target
Threshold	6%	50%
Target	11%	100%
Maximum	16%	200%


Name	2023 Target Grant Value (% of Base Salary)	2023 Actual Grant Value (% of Base Salary)
Marc Grandisson	450%	515%
François Morin	200%	230%
Nicolas Papadopoulo	300%	345%
Maamoun Rajeh	200%	230%
David E. Gansberg	200%	230%


47			\| 2024 PROXY STATEMENT

2023 Compensation Decisions for Named Executive Officers

2023 Short-Term Cash Incentive Plan Payout

The group financial performance metrics represent the weighted average results under the plan formula for the insurance, reinsurance, mortgage and investment ~~operating groups~~units determined for ~~2017.~~2023. The level of goal achievement for the group during 2023 for open underwriting years was ~~110%~~127.3%, exceeding the maximum Level of Goal Achievement Required of 115% as indicated in “Elements of Compensation Program—2023 Year ROE Scale/Financial Goals/Payout Scale,”which ~~would result (under the principles of the 2018 STI Plan as described above)~~resulted in a payout factor of ~~137%~~200.0% of target for the ~~Group~~group financial goal portion of bonuses.

The level of goal achievement for the ~~open underwriting years~~individual units under the ~~formula plan for the reinsurance segment was 105%, which would result in a payout factor (under the principles of the 2018 STI Plan as described above) of 109% of target for the Segment~~ financial goal portion of ~~bonuses.~~

~~The strategic metrics considered for Mr. Rajeh included~~ the Company’s continued strong performance in relation to its peer group and Mr. Rajeh’s oversight of the reinsurance group during the year. The Committee reviewed the profitability of the reinsurance group, including the group’s effectiveness in managing the underwriting cycle. The Committee also took into account Mr. Rajeh’s role in strategic initiatives, including development of the group’s platform in Europe. He also performed a seamless transition to his new role as CEO of the reinsurance group. The Committee ‘s determination of the level of his performance would, under the principles of the 2018 STI Plan, result in a performance multiplier of 175% on the portion of his bonus that was based on strategic performance.

Based generally on the considerations outlined above, the Committee determined that Mr. Rajeh’s annual bonus for 2017 would be $1,182,000 (inclusive of amounts calculated under the reinsurance segment’s formulaic plan for prior underwriting years).

~~Long-Term Incentive~~

~~Mr. Rajeh received a long-term incentive grant in May 2017 valued at $642,122,~~ ~~consisting~~ ~~of restricted common shares (80% of the value) and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~Promotion~~

~~In connection with his promotion in October 2017, Mr. Rajeh received a long-term incentive grant valued at $1,267,937, consisting of~~ ~~restrictedcommon~~ ~~shares (80% of the value)~~

~~and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~Andrew Rippert~~

~~Chairman and CEO of Arch Worldwide Mortgage Group~~

~~Base Salary~~

~~Mr. Rippert~~ ~~received~~ ~~a raise from $650,000 to $700,000, effective January 1, 2018.~~

Short-Term Cash Incentive

~~In determining Mr. Rippert’s annual bonus for 2017, the Committee took into account principles similar to those underlying the new 2018 STI~~ Plan described above. Mr. Rippert’s 2017 bonus was generally based 50% on the performance of the mortgage group under his leadership, 20% on Group financial performance and 30% on achievement of strategic metrics, as described below. His target bonus was increased to 135% of base salary based on external market data at median, together with various other factors such as consistent high performance, value delivery to the Company, retention and successful tenure.

The Group financial performance metrics considered were primarily the performance results for open underwriting years under the Company’s longstanding formula-based incentive compensation plan that applies to executives at the segment and investment units. That plan generally bases payouts on achievement of return on capital targets for the current underwriting year and prior underwriting years whose ten year development periods remain open, and, in the case of the investment unit, investment returns over one, three and five years. The Group financial performance metrics represent the weighted average results under the plan formula for the insurance, reinsurance, mortgage and investment operating groups determined for 2017. The level of goal achievement for the open underwriting years was ~~110%~~128.7%, 140.9% and 144.1% for the Insurance, Reinsurance and Mortgage segments, respectively, resulting in payout factors of 157.3%, 181.7% and 188.3% of target, respectively.

The strategic performance results, which ~~would result (under the principles~~make up 30% of the ~~2018 STI~~calculation, are highlighted in the following pages covering each individual NEOs’ compensation.

2021 Performance Shares Plan Payout

As stated above, the Company uses performance shares as ~~described above)~~part of its Long‐Term Incentive (“LTI”) Compensation Plan. Under the terms of the LTI Plan, the final number of shares ultimately earned by the eligible executives is a function of the absolute growth in the TBVPS of the Company’s common shares over a three-year performance period, supplemented by a TSR modifier.

The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, the TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout ~~factor~~percentage of ~~137%~~200%, based on TBVPS growth.

Based on Arch Capital’s TSR over the three‐year performance period of ~~target~~122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%.


Annual Change in TBVPS	Payout Percentage	TSR Percentile	Shares Modifier
<6%	0%	≤20%	75%
6%	50%	35%	100%
11%	100%	65%	100%
≥16%	200%	≥80%	125%

Based on the two calculations above, the indicated final payout was 200.0% for the ~~Group financial goal portion of bonuses.~~

~~The level of goal achievement for the open underwriting years under the formula plan for the mortgage segment was 118%, which would result~~performance shares granted in ~~a payout factor (under the principles of the 2018 STI Plan as described above) of 136% of target for the Segment financial goal portion of bonuses.~~

The strategic metrics considered for Mr. Rippert included the Company’s continued strong performance in relation to its peer group and Mr. Rippert’s oversight of the mortgage group during the year and the group’s strong profitability. The Committee also took into account Mr. Rippert’s role in overseeing a smooth integration of UGC,2021 that vested on March 4, 2024, which was ~~acquired by us on December 31, 2016, into~~ the ~~business and~~maximum payout.



			~~2018~~2024 PROXY STATEMENT \|			4248

~~Table of Contents~~

Chief Executive Officer

Marc Grandisson

Chief Executive Officer

Strategic Goals

Compensation Decisions

■ Base Salary, Short- and Long-Term Incentive Target

Mr. Grandisson did not have any change to base salary or short- and long-term incentive targets in 2023.

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$2,450,000

$3,430,000

Strategic Performance

200%

30%

60%

1,470,000

TOTAL

100%

200%

$4,900,000

■ Long-Term Incentive

Performance
Shares

Stock
Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

50,193

$3,471,850

67,242

$1,578,304

18,252

$1,262,491

$6,312,645

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout
Factor

Total
Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

69,095

200.0%

138,190

69,095

$5,131,686

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.

operations of the Company. The Committee also considered his oversight of risk management activities, including the programmatic use of the capital markets through the Bellemeade transactions, and strategic initiatives, including the closing of the acquisition of AIG United Guaranty Insurance (Asia) Limited during the year. The Committee’s determination of the level of his performance would, under the principles of the 2018 STI Plan, result in a performance multiplier of 175% on the portion of his bonus that was based on strategic performance.

Based generally on the considerations outlined above, the Committee determined that Mr. Rippert’s annual bonus for 2017 would be $1,299,000 (inclusive of amounts calculated under the mortgage segment’s formulaic plan for prior underwriting years).

~~Long-Term Incentive~~

~~Mr. Rippert received a long-term incentive grant in May 2017 valued at $789,652, consisting of restricted common shares (80% of the value) and stock options (20% of the value), as reported in the~~ ~~2017 Summary Compensation Table~~.

~~How We Make Decisions~~

~~Committee Review~~

The Committee reviews the performance of, and approves the compensation paid to, the chief executive officer and the other named executive officers. The chief executive officer assists in the reviews of the named executive officers other than himself through making recommendations on goals and objectives, evaluating performance and making recommendations regarding compensation. With this input from the chief executive officer with respect to the other named executive officers, the Committee uses its judgment in determining compensation for these officers.

The Committee meets in executive sessions (without management present) as necessary, particularly when administering any aspect of the compensation program for the president and chief executive officer of Arch Capital. Compensation matters in respect of the president and chief executive officer of Arch Capital, the chief financial officer of Arch Capital, the general counsel of Arch Capital Services Inc., and other senior executives designated by the Committee are subject to ratification by the Board.

In determining the amount of named executive officer compensation each year, the Committee reviews overall corporate performance, the performance of the business unit or function that the executive leads and an assessment of each executive’s performance. In connection with establishing levels of base salary, annual incentives, long-term incentives and benefits, the Committee reviews


49			\| 2024 PROXY STATEMENT

Chief Financial Officer

François Morin

Executive Vice President, Chief Financial Officer and Treasurer

Strategic Goals

Compensation Decisions

■ Base Salary

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$1,050,000

$1,470,000

Strategic Performance

210%

30%

63%

630,000

TOTAL

100%

203%

$2,100,000

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

13,716

$948,736

18,375

$431,298

4,988

$345,020

$1,725,054

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

20,729

200.0%

41,458

20,729

$1,539,543

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.

information compiled from annual reports on Form 10-K, proxy statements and other publicly available information for a representative sample of publicly-traded insurers and reinsurers which we believe compete directly with us for executive talent (the “Peer Group”). Many of these selected peers are of generally similar size and have generally similar numbers of employees, product offerings and geographic scope. See below.

~~The Committee also reviews extensive historical competition data, including comprehensive tally sheets.~~


			2024 PROXY STATEMENT \|			50


President and Chief Underwriting Officer
Nicolas Papadopoulo President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group
Strategic Goals
Mr. Papadopoulo’s strategic goals included growth strategies, strategic initiatives, leadership development, and D&I initiatives. Mr. Papadopoulo continues to build alignment and common strategies around future growth for all of Arch’s segments, i.e., Insurance, Reinsurance and Mortgage. Under Mr. Papadopoulo’s leadership, Insurance group net written premiums grew 16.7% from 2022. The Compensation and Human Capital Committee also evaluated Mr. Papadopoulo’s role in strategic initiatives, including sponsoring the expansion of the Shared Service Operating Model and prioritization of next steps for the companywide transformation agenda after the successful implementation of the HR Talent Acquisition and IT End User Support pilots. Mr. Papadopoulo also focused on further expanding the use of strategic analytics and digital partnership successes to continue to drive innovation and increase profitability, and he continued to support the development of leaders and the framework specific to the next generation of successors. Mr. Papadopoulo also promoted the Company’s D&I initiatives across business units, including segment specific D&I goals and continues to serve as Executive Sponsor of the Women and Allies Employee Network.
Compensation Decisions
■ Base Salary	Mr. Papadopoulo’s base salary was increased to $850,000 from $800,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Papadopoulo’s base salary was increased to $900,000 from $850,000 following our annual benchmarking review, effective January 1, 2024.
■ Short-Term Cash Incentive	The Compensation and Human Capital Committee reviewed Mr. Papadopoulo’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance.
	2023 STI Metric			Payout Factor	x Weighting	= Adjusted Weighting	x Target Bonus	= Bonus Payout (Max 2x)
	Financial Performance—Group			200%	50%	100%	$1,402,500	$1,402,500
	Financial Performance—Segment			164%	20%	32.8%		460,020
	Strategic Performance			225%	30%	67.5%		942,480
	TOTAL				100%	200.3%		$2,805,000

	Effective January 1, 2023, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 165% of base salary from 150% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 185% of base salary from 165% of base salary following our annual benchmarking review, effective January 1, 2024.
■ Long-Term Incentive	On February 24, 2023, the Compensation and Human Capital Committee approved the annual award summarized in the table below. The amount includes a 15% increase to the grant target in recognition of the Company’s outstanding performance in 2022. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned.
		Performance Shares		Stock Options		Time-Based Restricted Shares
	Grant Date	Number of Shares	Value1	Number of Options	Value1	Number of Shares	Value1	Total
	Feb. 24, 2023	23,337	$1,614,220	31,264	$733,829	8,486	$586,977	$2,935,026

■ 2021 Perfor-mance Share Cycle Vesting	The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three-year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%, and the overall payout factor was calculated at 200.0%, which was the maximum payout.
	2021 Grant (Target)	Approved Payout Factor		Total Vested	Adjustment to Target Shares Awarded		Value of Adjustment to Target Shares at 12/31/20232
	36,851	200.0%		73,702	36,851		$2,736,924

1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


51			\| 2024 PROXY STATEMENT

Reinsurance Unit Executive

Role of Compensation Consultant

~~In March 2017,~~Our Compensation and Human Capital Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation and Human Capital Committee ~~selected~~ and ~~directly retained~~evaluate executive compensation, including sole authority to approve the ~~services of~~fees and any other retention terms for any such consultant or advisor. The Compensation and Human Capital Committee engaged Meridian Compensation Partners, LLC (“Meridian”)~~, an~~ as its independent executive compensation ~~consulting firm. The~~consultant to assist in establishing compensation policies and programs. During 2023, Meridian:

▪reviewed and advised the Compensation and Human Capital Committee on matters concerning compensation of the CEO and our other NEOs;

▪reported on all aspects of short-term and long-term compensation program design, including incentive mix;

▪assessed the ~~independence of Meridian pursuant to SEC~~companies in the Compensation Peer Group for continued appropriateness;

▪reported on emerging trends and ~~NASDAQ rules~~developments in executive compensation and concluded that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the Committee. At the Committee’s request, Meridian has been providing significant inputcorporate governance;

▪prepared formal presentations for the ~~Committee’s review~~Compensation and Human Capital Committee regarding executive compensation;

▪reviewed compensation benchmarking analysis for each of the Company’s senior executives; and

▪reviewed and advised on director ~~and executive compensation programs in 2017.~~ compensation.

~~Selected Competitors~~

WeCompetitors for Setting Pay and Comparing Performance

For purposes of making compensation decisions and for evaluating our financial performance relative to peers, we used compensation and financial data derived from the Compensation Peer Group ~~when making certain compensation decisions.~~listed below. We ~~periodically~~annually review the companies in our Compensation Peer ~~Group.~~Group with Meridian. Prior to the Compensation and Human Capital Committee making 2023 compensation decisions, the Compensation and Human Capital Committee conducted a formal review of the Compensation Peer Group, with assistance from Meridian, resulting in a recommendation to keep the same Compensation Peer Group as in effect for the prior year, which was approved by the Compensation and Human Capital Committee.

The table below describes the multi-step filtering exercise used ~~to choose~~in the Compensation Peer ~~Group:~~Group selection process:



~~How the~~Compensation Peer Group ~~Was Chosen~~Selection Process
Step 1: Industry Filters		Select industries relative to Arch Capital’s business operations.
Step 2: Size Filters		Filter companies based on revenue and asset size.
Step 3: ~~Additional Objective Filters~~		~~Remove Real Estate Investment Trusts, Financial Exchanges and Investment Banks / Brokerage companies.~~
~~Step 4:~~ Additional Subjective Filters	Review business descriptions and additional financial measures.


41
43	\| ~~2018~~2024 PROXY STATEMENT

~~Table of Contents~~

The table below describes the ~~three~~four primary functions for the Compensation Peer Group:


Purpose of the Compensation Peer Group

~~How We Use the Peer Group~~
Pay Comparisons	Determine competitive pay levels and identify differences from general industry market data.
		Assess ability to attract, retain, engage and motivate top talent.
Compensation Structure		Provide benchmarks for compensation structure (pay mix, performance metrics, leverage, vehicles, etc.).
		Use as a foundation or reference when making design changes to the compensation program.
Performance Comparisons		~~Determine~~Assess performance relative to companies facing similar business challenges.
		~~Input~~Use as an input to setting incentive plan goals.
Financial Performance		Company performance is measured in absolute terms, as well as versus prior year results, and in relative terms in comparison with the performance of peer companies in our Compensation Peer Group on the same financial metrics.

The Compensation Peer Group used for ~~2017~~2023 compensation decisions was comprised of ~~22 competitors as follows:~~

the following 17 companies:


2023 Compensation Peer Group

~~2017 Peer Group~~
~~Alleghany Corporation~~
American Financial Group, Inc.
~~AmTrust Financial Services, Inc.~~Arthur J. Gallagher & Co.
~~Argo Group International Holdings, Ltd.~~Assurant, Inc.
~~Aspen Insurance Holdings Limited~~
~~Assurant, Inc.~~
AXIS Capital Holdings Limited
Cincinnati Financial Corporation
CNA Financial Corporation
~~Cincinnati Financial Corporation~~Everest Group, Ltd.
~~Essent Group Ltd.~~
~~Everest Re Group, Ltd.~~
First American Financial Corporation
The Hanover Insurance Group, Inc.
The Hartford Financial Services Group
Markel Corporation
Old Republic International Corporation
~~Radian Group Inc.~~
RenaissanceRe Holdings Ltd.
Selective Insurance Group, Inc.
~~Validus Holdings, Ltd.~~The Travelers Companies, Inc.
~~W. R.~~W.R. Berkley Corporation
~~XL Group Ltd~~Willis Towers Watson Public Limited Company

~~Relationship Between~~

The Compensation ~~Policies~~ and ~~Risk Management~~Human Capital Committee utilizes a separate peer group to measure relative TSR performance in our performance share awards (the “Performance Peer Group”). There is significant overlap between the two peer groups, with 14 companies included in both groups, but there are differences that reflect the different purposes of the compensation and performance peer groups. The Compensation Peer Group is used primarily to benchmark our compensation against companies that we compete with for talent, while the Performance Peer Group is more focused on companies that participate in similar lines of business in order to more closely measure our relative TSR performance. In establishing the Performance Peer Group for 2023, the Compensation and Human Capital Committee started with the Compensation Peer Group, added Essent Group Ltd., Fairfax Financial Holdings Limited, MGIC Investment Corporation and Radian Group, Inc. and removed Arthur J. Gallagher & Co., First American Financial Corporation and Willis Towers Watson Public Limited Company, resulting in the 18 companies listed below under “Elements of Compensation—Long Term Incentive Plan.”

~~We believe~~

Shareholder Engagement and Results of Say-on-Pay Votes

At our ~~approach to evaluation~~2023 annual general meeting of ~~performance~~shareholders, approximately 93.9% of the votes cast approved the Company’s executive compensation programs and the ~~design~~resulting compensation described in the 2023 Proxy Statement. Based on this high level of support, the Compensation and Human Capital Committee determined that shareholders support our compensation practices and will continue to work to ensure that our NEOs’ interests are aligned with our shareholders’ interests to support long-term value creation.

mitigating excessive risk-taking that could harm our Company and have concluded that there is no excessive risk inherent in our programs. We emphasize long-term compensation that is tied to Arch Capital’s performance. Furthermore, the Formula Approach included in our Incentive Compensation Plan, which is applied to employees in our insurance, reinsurance and mortgage groups, is based on underwriting performance during a given underwriting year. For each underwriting year, the bonus pool will be recalculated annually as actual underwriting results emerge, and any resultant payments will be made to the participants over a 10-year development period. Since much of our business requires multiple years to determine whether we have been successful in our assessment of risk, we have structured our plan in this manner so that incentive payments are made to employees as actual results become known, which effectively aligns pay with performance. In addition, a substantial component of variable compensation is granted in the form of multi-year vesting share-based awards, which make stock price appreciation over an extended period of time fundamental in realizing a compensation benefit.

Arch Capital’s compensation philosophy and related governance features are also complemented by several specific elements that are designed to align our compensation with long-term shareholder interests. These elements include the following:

~~Clawback Policy:~~ A clawback policy covering all executive officers, including the chief executive officer, which provides for affected incentive-based compensation to be recouped by the Company in the event we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws.

~~Share Ownership guidelines and Share Holding Requirements:~~ In an effort to further align the interests of the senior management team with the interests of shareholders, Arch Capital has share ownership guidelines and share holding requirements that together require our senior executives to maintain designated levels of ownership of the common shares of Arch Capital.

~~No Hedging Permitted:~~ Under the insider trading policy included in our Code of Business Conduct, our named executive officers and other members of senior management are not permitted to engage in hedging activities with respect to Arch Capital’s securities.

~~Procedures Regarding Share-Based Compensation:~~

The Committee, or a sub-committee comprised of at least two of its members, approves all grants of share-based compensation to the named executive officers and other executives who file Section 16 reports with the SEC, and



			~~2018~~2024 PROXY STATEMENT \|			42

Elements of Compensation Program

Base Salary

Base salary is fixed cash compensation and integral to any employment arrangement. Base salary is reviewed annually and adjusted when appropriate. Increases are not automatic or guaranteed. The Compensation and Human Capital Committee sets each NEO’s base salary based on market data for the individual’s position and geographic location as well as experience, duties and scope of responsibility. From time to time, base salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations.

Short-Term Annual Cash Incentive

For each executive participant, target annual cash incentive award levels are established, stated as a percentage of base salary. These levels are influenced by external market data and adjusted as appropriate to take into consideration various factors such as consistent high performance and value delivery to the Company, internal equity, retention and succession.

The table below sets forth the established target bonus award levels for our NEOs as of December 31, 2023:


2023 NEO Target Short-Term Incentive Opportunity
Name	Base Salary	Target (%)	Target Bonus
Marc Grandisson	$1,225,000	200%	$2,450,000
François Morin	$750,000	140%	$1,050,000
Nicolas Papadopoulo	$850,000	165%	$1,402,500
Maamoun Rajeh	$780,000	140%	$1,092,000
David E. Gansberg	$780,000	140%	$1,092,000

Overview

At the beginning of each annual performance period, the Compensation and Human Capital Committee approves the financial performance metrics and reviews the strategic goals that will be considered when determining the ultimate amount of the performance-based annual cash incentive awarded upon completion of the calendar year, including establishing specific targets, thresholds and maximums for each financial performance metric. Performance below the threshold would result in no payout related to the financial metrics. For 2023, financial performance metrics were given a weighting of 70% and strategic goals were given a weighting of 30%.

The financial metrics are measured based on the financial performance achieved by each of the segments (i.e., Insurance, Reinsurance and Mortgage (collectively the “underwriting units”) and the investment unit) under our existing incentive compensation formula plans. Such plans typically base payouts on the achievement of ROE targets, reflecting the rate of return we earn on our capital, which supports our goal of growth in TBVPS and aligns our executives’ compensation with shareholder returns. At the beginning of each underwriting year, the segment-level ROE scale, which establishes the threshold, target and maximum performance levels under the formula plans, is approved by the Compensation and Human Capital Committee. The threshold, target and maximum payout percentages as well as the 2023 underwriting year ROE scale are set forth in the following table:


Level of Performance1	ROE Scale	Payout Factor
Threshold	7.50%	27.0%
Target	13.74%	100.0%
Maximum	20.61%	200.0%

Under the formula plans, for underwriting units, payouts are determined based on the unit’s performance during the current calendar year across all open underwriting years (typically the last 10 years), evaluated against the applicable ROE scale and target developed for each such underwriting year and applied over its respective development period (again, typically 10 years). For the investment unit, awards are derived from the unit’s performance as measured by our investment returns compared to the applicable benchmark index over the past one, three and five years.


43			\| 2024 PROXY STATEMENT

Performance Criteria

The following performance criteria and weights apply for corporate and unit executives.

▪Corporate executives include our CEO and CFO who have a broad set of responsibilities across the entire

group and no specific underwriting unit profit and loss responsibilities.

▪Unit executives have profit and loss responsibilities for a specific underwriting unit and in 2023, included Messrs. Papadopoulo, Rajeh and Gansberg.

The chart below summarizes the performance criteria structure:

Performance Criteria

Measurement

Weights for Corporate Executives

Weights for
Unit
Executives

Range of Payout Percentages

Financial Metrics— Group Level

The incentive compensation payout multiple at the group level is based on each of the underwriting units’ incentive compensation formula plan multiples and is determined as follows:

70%

20% for Reinsurance and Mortgage Executives

50% for President role

0–200%

Convert the payout levels for each unit to an ROE-equivalent, which is inferred1 using the current underwriting year’s ROE scale.

Derive a group-wide ROE supporting the incentive compensation formula plans using the unit-specific inferred ROEs, weighted by the capital allocated (or deployed) to each underwriting unit.

Compare the group-wide ROE to the target level ROE for the current year in order to assess the relative performance of the group.

Compute the group-level payout multiple using the applicable scale.

Financial Metrics— Segment Level

50% for Reinsurance and Mortgage Executives

20% for President role

0–200%

Strategic Goals2

Based on each executive’s year-end performance evaluation measuring the achievement of strategic objectives.

30%

0–250%

Total

100%

0–200%


			2024 PROXY STATEMENT \|			44

~~Table of Contents~~

2023 Year ROE Scale/Financial Goals/Payout Scale


Range of Payouts as % of Target - Financial Goals - Group Level	Threshold	Target	Maximum
Payout as a % of Target1	20%	100%	200%
Level of Goal Achievement Required	85%	100%	115%


Range of Payouts as % of Target - Financial Goals - Segment Level	Threshold	Target	Maximum
Payout as a % of Target1	20%	100%	200%
Level of Goal Achievement Required	50%	100%	150%

1 Payout for performance achievement between stated levels is interpolated on a straight-line basis.

The table below shows the payout percentages at each performance rating for strategic performance criteria:


Strategic Performance Rating			Payout1
Exceptional Achievements			250%
Exceeds Expectations			150%
Meets Expectations			100%
Needs Development			50%
Unsatisfactory			0%

See “202 3 Compensation Decisions for NEOs” for details of annual short-term cash incentives paid to the NEOs and discussion of the strategic goals.

~~these~~


45			\| 2024 PROXY STATEMENT

Long-Term Incentive Plan

Overview

Long-term incentive award grants are generally made annually at the beginning of each year, and the performance shares have ~~generally~~three-year overlapping performance periods. In addition, during the year, additional equity awards may be granted for critical retention situations, newly hired employees and special recognition. The summary below describes the vesting conditions and other relevant data relating to the annual long-term equity program.

Performance Shares

55% of Economic Value

Stock Options

25% of Economic Value

Restricted Shares

20% of Economic Value

Performance Period: 3 years.

Underlying Value: Denoted in shares of Arch Capital.

Opportunities: Pre-established threshold, target and maximum opportunities (e.g., 50%, 100%, 200%). Below threshold performance results in 0% shares earned.

Payout: Earned shares vest in March following the end of the performance period, with the number of vested shares dependent upon the level of goal achievement.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

Underlying Value: Denoted in non-qualified stock options evaluated using the Black-Scholes methodology.

Exercise Price: Equal to the closing share price on the grant date.

Life: 10-year maximum term.

Vesting: 3-year ratable commencing on the first anniversary of the grant date.

UnderlyingValue: Denoted in shares of Arch Capital.

Payout: In shares.

Dividends: Accrue and are paid out upon vesting.


			2024 PROXY STATEMENT \|			46

The financial metric against which we measure Company performance under our performance shares is based on growth in TBVPS. We selected this metric because higher and more consistent TBVPS growth over time is an indication of effective and prudent use of capital and is shown to deliver value over time. We also ~~been approved~~believe that performance in relation to our Performance Peer Group is important in evaluating our long-term performance. Accordingly, we have incorporated a relative TSR modifier into the design for several reasons, most significantly its likely correlation to long-term growth in TBVPS and direct correlation with our shareholders’ returns over the performance period.


2023 Performance Peer Group
American Financial Group, Inc.
Assurant, Inc.
AXIS Capital Holdings Limited
Cincinnati Financial Corporation
CNA Financial Corporation
Essent Group Ltd.
Everest Group, Ltd.
Fairfax Financial Holdings Limited
The Hanover Insurance Group, Inc.
The Hartford Financial Services Group
Markel Corporation
MGIC Investment Corporation
Old Republic International Corporation
Radian Group Inc.
RenaissanceRe Holdings Ltd.
Selective Insurance Group, Inc.
The Travelers Companies, Inc.
W.R. Berkley Corporation

2023 Long-Term Incentive Awards

The Compensation and Human Capital Committee endeavors to set rigorous goals for the performance share awards. The awards granted in 2023 will pay out at target if our TBVPS grows at an 11% annual rate over the three-year period. As noted above, the resulting vesting level is secondarily modified by the ~~full Board. The Committee, or a sub-committee, approves annual share-based~~relative TSR modifier. Earned awards can increase from 1% to ~~other employees or, alternatively, may approve~~25% if TSR is greater than the ~~size~~65th percentile of the ~~pool~~Performance Peer Group, or decrease from 1% to 25% if TSR is less than the 35th percentile of ~~such annual share-based awards to be granted to other employees, but may delegate to~~ the chief executive officer and other members of senior management the authority to make and approve specific awards to other employees. In addition, the Committee has delegated to the chief executive officer or, in his absence, the chief financial officer, the authority to make and approve specific share-based awards to non-executives, principally new hires, whoPerformance Peer Group. Awards are not ~~subject to Section 16~~modified if TSR performance is between the 35th and 65th percentiles. The maximum number of shares that can be earned is 200% of target.

The table below sets forth the threshold, target and maximum performance levels for TBVPS:


Level of Performance	Growth in TBVPS	Shares Earned as a % of Target
Threshold	6%	50%
Target	11%	100%
Maximum	16%	200%

~~Our practice is to determine the grant date for annual grants of share-based compensation on the dates of regularly scheduled meetings~~target value of the ~~full Board. Our process~~award and the actual grant value stated as a percentage of base salary, are summarized in the table below:


Name	2023 Target Grant Value (% of Base Salary)	2023 Actual Grant Value (% of Base Salary)
Marc Grandisson	450%	515%
François Morin	200%	230%
Nicolas Papadopoulo	300%	345%
Maamoun Rajeh	200%	230%
David E. Gansberg	200%	230%


47			\| 2024 PROXY STATEMENT

2023 Compensation Decisions for ~~establishing~~Named Executive Officers

2023 Short-Term Cash Incentive Plan Payout

The group financial performance metrics represent the ~~grant date soon after~~weighted average results under the ~~May meeting~~plan formula for the insurance, reinsurance, mortgage and investment units determined for 2023. The level of ~~our Board provides assurance that grant timing is not being manipulated~~goal achievement for ~~employee gain. Generally, awards~~the group during 2023 for open underwriting years was 127.3%, exceeding the maximum Level of Goal Achievement Required of 115% as indicated in “Elements of Compensation Program—2023 Year ROE Scale/Financial Goals/Payout Scale,” which resulted in a payout factor of 200.0% of target for the group financial goal portion of bonuses.

The level of goal achievement for the individual units under the financial goal portion of the Short-Term Cash Incentive Plan for the open underwriting years was 128.7%, 140.9% and 144.1% for the Insurance, Reinsurance and Mortgage segments, respectively, resulting in payout factors of 157.3%, 181.7% and 188.3% of target, respectively.

The strategic performance results, which make up 30% of the calculation, are ~~granted to~~highlighted in the ~~named executive officers~~following pages covering each individual NEOs’ compensation.

2021 Performance Shares Plan Payout

As stated above, the Company uses performance shares as part of its Long‐Term Incentive (“LTI”) Compensation Plan. Under the terms of the LTI Plan, the final number of shares ultimately earned by the eligible executives is a function of the absolute growth in the TBVPS of the Company’s common shares over a three-year performance period, supplemented by a TSR modifier.

The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, the TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth.

Based on Arch Capital’s TSR over the three‐year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%.


Annual Change in TBVPS	Payout Percentage	TSR Percentile	Shares Modifier
<6%	0%	≤20%	75%
6%	50%	35%	100%
11%	100%	65%	100%
≥16%	200%	≥80%	125%

Based on the two calculations above, the indicated final payout was 200.0% for the performance shares granted in 2021 that vested on March 4, 2024, which was the maximum payout.


			2024 PROXY STATEMENT \|			48

Chief Executive Officer

Marc Grandisson

Chief Executive Officer

Strategic Goals

Compensation Decisions

■ Base Salary, Short- and Long-Term Incentive Target

Mr. Grandisson did not have any change to base salary or short- and long-term incentive targets in 2023.

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$2,450,000

$3,430,000

Strategic Performance

200%

30%

60%

1,470,000

TOTAL

100%

200%

$4,900,000

■ Long-Term Incentive

Performance
Shares

Stock
Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

50,193

$3,471,850

67,242

$1,578,304

18,252

$1,262,491

$6,312,645

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout
Factor

Total
Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

69,095

200.0%

138,190

69,095

$5,131,686

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


49			\| 2024 PROXY STATEMENT

Chief Financial Officer

François Morin

Executive Vice President, Chief Financial Officer and Treasurer

Strategic Goals

Compensation Decisions

■ Base Salary

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

70%

140%

$1,050,000

$1,470,000

Strategic Performance

210%

30%

63%

630,000

TOTAL

100%

203%

$2,100,000

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

13,716

$948,736

18,375

$431,298

4,988

$345,020

$1,725,054

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

20,729

200.0%

41,458

20,729

$1,539,543

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


			2024 PROXY STATEMENT \|			50


President and Chief Underwriting Officer
Nicolas Papadopoulo President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group
Strategic Goals
Mr. Papadopoulo’s strategic goals included growth strategies, strategic initiatives, leadership development, and D&I initiatives. Mr. Papadopoulo continues to build alignment and common strategies around future growth for all of Arch’s segments, i.e., Insurance, Reinsurance and Mortgage. Under Mr. Papadopoulo’s leadership, Insurance group net written premiums grew 16.7% from 2022. The Compensation and Human Capital Committee also evaluated Mr. Papadopoulo’s role in strategic initiatives, including sponsoring the expansion of the Shared Service Operating Model and prioritization of next steps for the companywide transformation agenda after the successful implementation of the HR Talent Acquisition and IT End User Support pilots. Mr. Papadopoulo also focused on further expanding the use of strategic analytics and digital partnership successes to continue to drive innovation and increase profitability, and he continued to support the development of leaders and the framework specific to the next generation of successors. Mr. Papadopoulo also promoted the Company’s D&I initiatives across business units, including segment specific D&I goals and continues to serve as Executive Sponsor of the Women and Allies Employee Network.
Compensation Decisions
■ Base Salary	Mr. Papadopoulo’s base salary was increased to $850,000 from $800,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Papadopoulo’s base salary was increased to $900,000 from $850,000 following our annual benchmarking review, effective January 1, 2024.
■ Short-Term Cash Incentive	The Compensation and Human Capital Committee reviewed Mr. Papadopoulo’s performance against his strategic goals, which resulted in a payout factor of 225% on the portion of his bonus that was based on strategic performance.
	2023 STI Metric			Payout Factor	x Weighting	= Adjusted Weighting	x Target Bonus	= Bonus Payout (Max 2x)
	Financial Performance—Group			200%	50%	100%	$1,402,500	$1,402,500
	Financial Performance—Segment			164%	20%	32.8%		460,020
	Strategic Performance			225%	30%	67.5%		942,480
	TOTAL				100%	200.3%		$2,805,000

	Effective January 1, 2023, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 165% of base salary from 150% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 185% of base salary from 165% of base salary following our annual benchmarking review, effective January 1, 2024.
■ Long-Term Incentive	On February 24, 2023, the Compensation and Human Capital Committee approved the annual award summarized in the table below. The amount includes a 15% increase to the grant target in recognition of the Company’s outstanding performance in 2022. The performance shares are reflected at target since performance will be measured over the forward-looking three-year period, which will ultimately determine the number of shares earned.
		Performance Shares		Stock Options		Time-Based Restricted Shares
	Grant Date	Number of Shares	Value1	Number of Options	Value1	Number of Shares	Value1	Total
	Feb. 24, 2023	23,337	$1,614,220	31,264	$733,829	8,486	$586,977	$2,935,026

■ 2021 Perfor-mance Share Cycle Vesting	The starting TBVPS for the 2021 grants was $28.63. At the end of 2023, TBVPS grew to $44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three-year performance period of 122.9%, which placed it in the 100th percentile of our Performance Peer Group, the resulting TSR multiplier was 125.0%, and the overall payout factor was calculated at 200.0%, which was the maximum payout.
	2021 Grant (Target)	Approved Payout Factor		Total Vested	Adjustment to Target Shares Awarded		Value of Adjustment to Target Shares at 12/31/20232
	36,851	200.0%		73,702	36,851		$2,736,924

1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of shares. The values in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables were computed at the grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date. 2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


51			\| 2024 PROXY STATEMENT

Reinsurance Unit Executive

Maamoun Rajeh

Chairman and Chief Executive Officer, Arch Worldwide Reinsurance Group

Strategic Goals

Mr. Rajeh’s strategic goals were based on reinsurance growth and profitability, strategic initiatives, leadership development, D&I and inclusion initiatives and enhancing the reinsurance group’s brand and reputation in the market. Under Mr. Rajeh’s direction of the Reinsurance group, they generated $9.1 billion in gross premium written, 31% more than in 2022, including a bottom line profit of $1.1 billion, a record for the group. The Compensation and Human Capital Committee also evaluated Mr. Rajeh’s role in strategic initiatives, including leading the development of a distribution strategy in the face of increased broker bargaining power and underwriting commoditization. Mr. Rajeh focused on leadership development, which continues to yield strong internal candidates for key roles, including two newly promoted Chief Underwriting Officers (“CUOs”) and for the first time, the reinsurance group has two women in CUO roles. Mr. Rajeh increased his media engagement activities to promote the group’s message, which continues to establish the Company as a thought leader and trendsetter in the industry.

Compensation Decisions

■ Base Salary

Mr. Rajeh’s base salary was increased to $780,000 from $725,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Rajeh’s base salary was increased to $850,000 from $780,000 following our annual benchmarking review, effective January 1, 2024.

■ Short-Term Cash Incentive

The Compensation and Human Capital Committee reviewed Mr. Rajeh’s performance against his strategic goals, which resulted in a payout factor of 200% on the portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

181.6%

50%

90.8%

991,500

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190.8%

$2,083,500

1 The payout factor was reduced for amounts calculated under the reinsurance segment’s formula approach under the short-term cash incentive plan attributable to performance for prior underwriting years, for which Mr. Rajeh has previously received payment.

Effective January 1, 2023, Mr. Rajeh’s Short-Term Cash Incentive target was increased to 140% of base salary from 135% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Rajeh’s Short-Term Cash Incentive target was increased to 165% of base salary from 140% of base salary following our annual benchmarking review, effective January 1, 2024.

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


			2024 PROXY STATEMENT \|			52

Mortgage Unit Executive

David E. Gansberg

Chief Executive Officer, Global Mortgage Group

Strategic Goals

Mr. Gansberg’s strategic goals were based on growth and diversification, strategic initiatives, leadership development, and D&I initiatives. Under Mr. Gansberg’s leadership, the Mortgage group earned $1.1 billion of underwriting income in a challenging year due to industry-wide reductions in mortgage originations. Also, the group generated significant financial benefit from calling several outstanding notes that no longer provided capital benefit. The Compensation and Human Capital Committee also evaluated Mr. Gansberg’s oversight of strategic initiatives including international growth in Australia and growth in gross written premium of 80% over 2022 from European Significant Risk Transfer transactions. Under Mr. Gansberg’s guidance, the group continues to enhance analytics by building better real-time analytics on housing industry and economic trends and competitor pricing. The group is diversifying business beyond primary mortgage insurance by operationalizing second lien insurance business and restarting the whole loan acquisition business. Mr. Gansberg continues to support the development and coaching of his leadership team and under his direction, the Mortgage group was named one of the Best Places To Work for the fifth consecutive year by Triad Business Journal.

Compensation Decisions

■ Base Salary

Mr. Gansberg’s base salary was increased to $780,000 from $725,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Gansberg’s base salary was increased to $850,000 from $780,000 following our annual benchmarking review, effective January 1, 2024.

■ Short-Term Cash Incentive

The Compensation and Human Capital Committee reviewed Mr. Gansberg’s performance against his strategic goals, which resulted in a payout factor of 200% on the portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

179.2%

50%

90%

978,481

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190%

$2,070,481

1 The payout factor was reduced for amounts calculated under the mortgage segment’s formula approach under the short-term cash incentive plan attributable to performance for prior underwriting years in recognition of the fact that an additional bonus amount of $97,219 was paid to Mr. Gansberg in March 2024 for those prior underwriting years due to his continued participation in the Mortgage segment’s separate formulaic bonus plan for those prior years.

Effective January 1, 2023, Mr. Gansberg’s Short-Term Cash Incentive target was increased to 140% of base salary from 135% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Gansberg’s Short-Term Cash Incentive target was increased to 165% of base salary from 140% of base salary following our annual benchmarking review, effective January 1, 2024.

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


53			\| 2024 PROXY STATEMENT

2024 Long-Term Incentive Awards

In February 2024, and as will be described in more detail in the 2025 Proxy Statement, the Company made annual cycle long-term incentive grants in the form of performance shares, stock options and time-based restricted stock to the NEOs. The Compensation and Human Capital Committee sets award targets for long-term incentive compensation for our NEOs based, in part, on Compensation Peer Group analysis, extensive review of competitive benchmarking data and an evaluation of performance. As discussed in “2023 Compensation Decisions for NEOs ,” the Compensation and Human Capital Committee increased the long-term incentive target for the NEOs. For the 2024 annual cycle grants, each of the NEOs received the following:


Name	2024 Target (% of Base Salary)	February 2024 Annual Cycle Grants1
Marc Grandisson2	560%	$7,280,000
François Morin2	230%	$1,840,000
Nicolas Papadopoulo2	380%	$3,420,000
Maamoun Rajeh2	300%	$2,550,000
David E. Gansberg2	300%	$2,550,000

1 Similar to the annual ~~process, which encompassed 809 employees worldwide for~~cycle long-term incentive awards granted in ~~2017~~2023 and, as described in “202 3 Compensation Decisions for ~~2016 performance. We may~~NEOs,” the Company granted 55% in performance shares (measured by economic value), 25% in stock options and 20% in time-based restricted shares in February 2024.

2 Messrs. Grandisson, Morin, Papadopoulo, Rajeh and Gansberg’s February 2024 grant increased as a ~~small percentage~~result of ~~awards at other times throughout the year on the date of regularly scheduled meetings of the Committee or the full Board~~their January 1, 2024 base salary and long-term incentive target change, as described in ~~connection with hiring or the promotion of an executive or special retention circumstances. In the case of new hire, the awards have grant dates corresponding to the date the employment commences~~“202 3 Compensation Decisions for ~~the new hire.~~NEOs.”

~~Additional~~Nicolas Papadopoulo

President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group

Strategic Goals

Mr. Papadopoulo’s strategic goals included growth strategies, strategic initiatives, leadership development, and D&I initiatives. Mr. Papadopoulo continues to build alignment and common strategies around future growth for all of Arch’s segments, i.e., Insurance, Reinsurance and Mortgage. Under Mr. Papadopoulo’s leadership, Insurance group net written premiums grew 16.7% from 2022. The Compensation ~~Policies~~ and ~~Practices~~Human Capital Committee also evaluated Mr. Papadopoulo’s role in strategic initiatives, including sponsoring the expansion of the Shared Service Operating Model and prioritization of next steps for the companywide transformation agenda after the successful implementation of the HR Talent Acquisition and IT End User Support pilots. Mr. Papadopoulo also focused on further expanding the use of strategic analytics and digital partnership successes to continue to drive innovation and increase profitability, and he continued to support the development of leaders and the framework specific to the next generation of successors. Mr. Papadopoulo also promoted the Company’s D&I initiatives across business units, including segment specific D&I goals and continues to serve as Executive Sponsor of the Women and Allies Employee Network.

Compensation Decisions

~~Clawback Policy~~■Base Salary

Mr. Papadopoulo’s base salary was increased to $850,000 from $800,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Papadopoulo’s base salary was increased to $900,000 from $850,000 following our annual benchmarking review, effective January 1, 2024.

■Short-Term Cash Incentive

The ~~Company has~~Compensation and Human Capital Committee reviewed Mr. Papadopoulo’s performance against his strategic goals, which resulted in a ~~clawback policy covering all executive officers, including~~payout factor of 225% on the ~~chief executive officer. This policy provides~~portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

50%

100%

$1,402,500

Financial Performance—Segment

164%

20%

32.8%

460,020

Strategic Performance

225%

30%

67.5%

942,480

TOTAL

100%

200.3%

$2,805,000

Effective January 1, 2023, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 165% of base salary from 150% of base salary following our annual benchmarking review. For 2024 compensation decisions, Mr. Papadopoulo’s Short-Term Cash Incentive target was increased to 185% of base salary from 165% of base salary following our annual benchmarking review, effective January 1, 2024.

■Long-Term Incentive

On February 24, 2023, the Compensation and Human Capital Committee approved the annual award summarized in the ~~event that the Company is required to prepare an accounting restatement due~~table below. The amount includes a 15% increase to the ~~material noncompliance~~grant target in recognition of the ~~Company with any financial reporting requirement under~~Company’s outstanding performance in 2022. The performance shares are reflected at target since performance will be measured over the ~~securities laws,~~forward-looking three-year period, which will ultimately determine the ~~Committee will review all incentive-based compensation that~~number of shares earned.

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

23,337

$1,614,220

31,264

$733,829

8,486

$586,977

$2,935,026

■2021 Perfor-mance Share Cycle Vesting

The starting TBVPS for the 2021 grants was ~~paid~~$28.63. At the end of 2023, TBVPS grew to ~~current or former executive officers during~~$44.99, a 16.26% annualized increase over the performance period, resulting in a payout percentage of 200%, based on TBVPS growth. Based on Arch Capital’s TSR over the three-year performance period ~~preceding~~of 122.9%, which placed it in the ~~required restatement. If any such incentive-based compensation would have been lower as a result~~100th percentile of our Performance Peer Group, the ~~restated financial results,~~resulting TSR multiplier was 125.0%, and the ~~Committee will require~~overall payout factor was calculated at 200.0%, which was the ~~reimbursement~~maximum payout.

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

36,851

200.0%

73,702

36,851

$2,736,924

1 The total long-term incentive value provided in the ~~incremental portion~~summary above for performance share awards differs from the grant date fair value reported in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables. The values in the ~~incentive-based compensation in excess of the compensation that would have been paid~~summary above were based on the ~~restated financial results (to the extent permitted by applicable law). This policy will be interpreted in accordance with the applicable rules of NASDAQ (or other securities~~

~~exchange on which our common shares are listed from time to time).~~

~~Share Ownership Guidelines~~

In an effort to further align the interests of the senior management team with the interests of shareholders, the Company has share ownership guidelines that require these executives to maintain designated levels of ownership of the common shares of Arch Capital. Specifically, these guidelines require common share ownership levels as follows: (1) chief executive officer of Arch Capital—six times base salary; (2) named executive officers and other executives who file reports under Section 16 of the Exchange Act and certain other members of senior management designated from time to time—four times base salary; and (3) other designated members of senior operating management—three times base salary. Each executive has five years to comply with the guidelines, and stock options, SARs and unvested restricted shares/units do not count toward the requirement. See also ~~“Director Compensation—Matters Relating to Director Share Ownership”~~ ~~for a description of share ownership guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital.~~

~~Share Holding Requirements for Executives~~

~~To ensure each~~closing price of our ~~senior executives meets our share ownership guidelines, the Company requires each senior executive retain 50% of the net profit~~ shares received from Company equity awards until the executive meets target ownership levels. Net profit shares are the shares remaining after payment of the exercise price of an option and taxes owed on exercise of options or SARs, vesting of restricted stock, or vesting and payout under restricted stock units and performance shares. See also ~~“Director Compensation—Matters Relating to Director Share Ownership”~~ ~~for a description of share retention guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital.~~

~~No Hedging Permitted~~

Under the insider trading policy included in our Code of Business Conduct, our named executive officers and other members of senior management are not permitted to engage in hedging activities with respect to the Arch Capital’s securities. Specifically, these insiders may not engage in short sales, purchases on margin or buying or selling put options or call options with respect to our securities. See also ~~“Director Compensation—Matters Relating to Director Share Ownership”~~ ~~for a description of comparable restrictions with respect to hedging activities by our non-employee directors.~~



45	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~Options and SARs~~

~~Our plans do not permit granting of stock options or SARs at an exercise price below the closing price~~ on the grant date and ~~also do not allow for repricing or reducing~~ the ~~exercise price~~target number of ~~a stock option or SAR. We also do not allow out-of-the-money options or SARs to be exchanged for cash or other property. We set~~shares. The values in the ~~exercise price~~“202 3 Summary Compensation” and “202 3 Grants of ~~stock options and SARs~~Plan-Based Awards” Tables were computed at the ~~closing share price~~grant date in accordance with ASC Topic 718. Stock options are valued on the grant date based on the Black-Scholes option pricing methodology (refer to “Elements of ~~grant.~~

~~No Excise Tax Gross-Ups~~

~~The Company does not provide excise tax gross-up payments to any of its executives in connection with change in control payments.~~

~~No Tax Gross-Ups~~

~~Effective for 2018,~~Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the Company will no longer include tax gross-up provisions in employment agreements and has eliminated tax gross-ups on certain perquisites and benefits provided to our named executives. The Company provides our named executive officers with benefits that we believe are reasonable and consistent with our overall compensation program to better enable the Company to attract and retain key employees. These perquisites and benefits primarily relate to those executives who work and reside in Bermuda and are typical of such benefits provided to expatriates located in Bermuda, such as housing allowances and home leave for executives and family working outside their home country. Prior to 2018, in certain of these situations, we provided an additional payment to reimburse the executive for approximate amounts of additional tax liability the executive will need to pay as a result of receiving these benefits. In 2018, we have reviewed and adjusted the amount of the underlying benefits and eliminated the practice of providing tax gross-ups on these benefits.

~~Limits on Pledging~~

~~Our Code of Business Conduct discourages the pledging~~closing price of our common shares ~~as collateral for loans since inception. In 2018, we recently adopted a provision that continues~~on the grant date.

2 The Value of Adjustment to ~~discourage pledging for all employees, and have added a new limitation on pledging for all executive officers and directors. Specifically, our revised policy provides that:~~


▪	in no event may any executive officer or director of the Company pledge an amount of common shares that exceeds the lesser of 30% of the common shares beneficially owned by the individual (as reported or would be reported in our proxy statement) or 0.5% of the then outstanding common shares of Arch Capital; and


▪	~~any securities pledged would not count toward satisfying any required ownership level of securities under relevant share retention guidelines.~~

~~Double Trigger Change in Control Provision~~

~~The award agreements for~~Target Shares is calculated utilizing the named executive officers provide that, in the event that the officer’s employment is terminated by the Company other than for cause or by the officer for good reason within two years following the consummation of a change in control, unvested awards would immediately vest, and the options and SARs would have a remaining term of 90 days from termination. In the event of termination for any reason other than as indicated above in this section, all unvested awards would be forfeited, and the holder may exercise vested options and SARs for a period of 90 days from termination. The foregoing description is qualified in its entirety by reference to the award agreements.

~~Tax Considerations~~

~~Section 162(m)~~

~~Section 162(m) of the Code generally limits the deductible amount of annual compensation paid to a “covered employee” (i.e.,~~ the chief executive officer, chief financial officer and certain other current or former executive officers) to no more than $1,000,000 each. Since Arch Capital will not generally be subject to United States income tax, the limitation on deductibility will not directly apply to it. However, the limitation would apply to a United States subsidiaryDecember 31, 2023 closing stock price of Arch Capital, if it employs a covered employee. The Committee believes that its primary responsibility is to provide a compensation program that will attract, retain and reward the executive talent necessary to our success. Consequently, the Committee recognizes that the loss of a tax deduction could be necessary or advisable in some circumstances due to the restrictions of Section 162(m).

~~Sections 409A and 457A~~

~~Section 409A of the Code,~~ which governs deferred compensation arrangements, generally provides that distributions of deferred compensation to our senior officers as a consequence of termination of employment may not be made sooner than six months after termination. Section 409A also governs the timing of elections and distributions with respect to deferred compensation. In addition, Section 457A of the Code generally prohibits U.S. taxpayers from deferring U.S. income tax on compensation attributable to services performed after December 31, 2008 for certain employers, including Bermuda-based employers such as Arch Capital and Arch Re Bermuda. As a result, for periods on or after January 1, 2009, certain employees of Arch Capital, including Messrs. Iordanou, Grandisson, Lyons and Papadopoulo are no longer permitted to participate in the non-qualified defined contribution retirement plan. In lieu of pension and matching contributions previously provided to these former participants through the non-qualified plan, we provide comparable benefits to thesewas $74.27.


51			\| 2024 PROXY STATEMENT

Reinsurance Unit Executive

Maamoun Rajeh

Chairman and Chief Executive Officer, Arch Worldwide Reinsurance Group

Strategic Goals

Compensation Decisions

■ Base Salary

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

181.6%

50%

90.8%

991,500

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190.8%

$2,083,500

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.



	~~2018 PROXY STATEMENT \|~~	46

~~Table of Contents~~

participants in the form of current cash payments subject to taxation. In addition, in light of Section 457A, and in an effort to maintain comparable benefits for all employees, the Company has provided certain of its Bermuda-based employees who are U.S. taxpayers with the opportunity to receive a portion of their annual incentive bonus in the form of stock options or restricted shares. There is no matching or additional Company contributions associated with this

election and, as a result, the Company will not incur any additional expense by providing this benefit. As required in order to match income inclusions mandated by Section 457A, the non-qualified plan provided that compensation that was previously deferred by these employees would be distributed on or before December 31, 2017, with the exception of Mr. Lyons. Such distributions were made in December of 2017.


~~Report of the Compensation Committee on the Compensation Discussion and Analysis~~ ~~The Committee reviewed and discussed the~~ ~~“Compensation Discussion and Analysis”~~ ~~section included in this proxy statement with management. Based on such review and discussion, the Committee recommended to the Board that the~~ ~~“Compensation Discussion and Analysis”~~ ~~section be included in the 2017 Annual Report and this proxy statement for filing with the SEC.~~			2024 PROXY STATEMENT \|			52




		~~COMPENSATION COMMITTEE~~ ~~Eugene S. Sunshine (chairman)~~ ~~John L. Bunce, Jr.~~ ~~Louis J. Paglia~~ ~~John M. Pasquesi~~

Mortgage Unit Executive

David E. Gansberg

Chief Executive Officer, Global Mortgage Group

Strategic Goals

Compensation Decisions

■ Base Salary

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

179.2%

50%

90%

978,481

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190%

$2,070,481

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.



47	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~Compensation Committee Interlocks and Insider Participation~~

During 2017, the compensation committee consisted of John L. Bunce, Jr., Kewsong Lee, Deanna Mulligan and Eugene S. Sunshine. Ms. Mulligan and Mr. Lee resigned from the committee in February 2017 and November 2017, respectively, and John M. Pasquesi was added to the committee in February 2017. Mr. Bunce served as chairman of the committee until he was succeeded by Mr. Sunshine in November 2017.

From time to time, in the ordinary course of our business, we may enter into transactions, including insurance and reinsurance transactions and brokerage or other arrangements for the production of business, with entities in which companies or funds affiliated with directors of Arch Capital may have an ownership or other interest.

Kewsong Lee, a director of Arch Capital until November 2, 2017, resigned from Arch Capital’s Board because of the expansion of his duties at The Carlyle Group (“Carlyle”) following his promotion to co-CEO effective January 1, 2018. As part of its investment philosophy, the Company invests a portion of its investment portfolio in alternative investment funds. As of December 31, 2017, the total value of the Company’s investments in funds or other investments managed by Carlyle was approximately $293.0 million, and the Company had aggregate unfunded commitments to funds managed by Carlyle of $468.8 million. The Company may make additional commitments to funds managed by Carlyle from time to time. During 2017, 2016 and 2015, the Company made aggregate capital contributions to funds managed by Carlyle of $131.8 million, $62.1 million and $116.5 million, respectively. During 2017, 2016 and 2015, the Company received aggregate cash distributions from funds managed by Carlyle of $55.6 million, $21.5 million and $44.6 million, respectively.

In the ordinary course of its investment activities, The Guardian Life Insurance Company of America (“Guardian”) invests funds in equity and debt securities of many companies, and from time to time may own equity and/or debt securities of the Company. In connection with our senior note offering in December 2013, Guardian purchased $30 million of the Arch Capital Group (U.S.) Inc. 5.144% senior notes due in 2043. In connection with our senior note offering in November 2016, Guardian purchased $20 million of Arch Capital Finance LLC’s 5.031% senior notes due in 2046. Deanna M. Mulligan, who served as a director of Arch Capital and a member of the compensation committee until her resignation from the Board on February 23, 2017, is President and Chief Executive Officer of Guardian.

Certain of our directors and executive officers acquired shares of Watford Holdings Ltd. (“Watford”) at the time of its launch in March 2014 at the same price per share paid by other investors. We own common and preferred interests in Watford and have the right to designate two members of Watford’s six member board of directors. We consolidate Watford’s financial results under applicable accounting principles. See ~~“—Ownership of Watford Holdings Ltd. Shares”~~ in this Proxy Statement and notes 4 “Variable Interest Entity and Noncontrolling Interests” and 5 “Segment Information,” of the notes accompanying our consolidated financial statements included in our 2017 Annual Report (as defined below) for more information about Watford.

During 2015, a subsidiary of Arch Capital, Arch Reinsurance Company (“Arch Re U.S.”), invested $8 million for an approximately 19% equity interest in Sojourner Holding Company LLC, which through its subsidiary Spinnaker Insurance Company (“Spinnaker”), conducts a property-focused program business. In connection with its investment, the Company has the right to appoint one member of Sojourner’s board of managers, and also has a right of first refusal to provide, on market terms, a specified percentage of certain reinsurance purchased by Spinnaker. At the same time, Otter Capital Partners LP (“OCP”) invested $10 million on the same economic terms for an approximately 24% equity interest in Sojourner. The general partner of OCP is Otter Capital LLC and John M. Pasquesi, one of Arch Capital’s directors, serves as the sole member. Otter Capital also has the right to appoint one member of Sojourner’s board of managers. We have a right of first refusal on certain of the business of Spinnaker, and, from time to time, may enter into reinsurance transactions with Spinnaker in the ordinary course of business. Arch Re U.S. entered into a quota share agreement with Spinnaker covering property risks which renewed in June 2017 at a 30% share and generated net premiums written and earned of $1.1 million and $1.4 million, respectively, for 2017. Arch Re U.S. also entered into property catastrophe excess of loss agreements with Spinnaker which renewed in June 2017 and generated net premiums written and earned of $313,000 and $114,000, respectively, for 2017. Additionally, in November 2016, Arch Re Bermuda entered into a quota share agreement with Spinnaker Insurance covering property business, with a 40% share, which generated net premiums written and earned of $42,000 and $52,000, respectively, for 2017.


53			\| 2024 PROXY STATEMENT



	~~2018 PROXY STATEMENT \|~~	48

~~Table of Contents~~

~~Executive Compensation Tables~~

The following tables, narrative and footnotes discuss the compensation of the chief executive officer, chief financial officer and the four other most highly compensated executive officers during 2017, who are referred to as the named executive officers.

~~2017 Summary Compensation Table~~

~~The following table provides information concerning the compensation for services in all capacities earned by the named executive officers for fiscal year 2017.~~

Name and Principal Position Year
Salary
($)

Annual Bonus
($)

UGC Acquis. Bonus ($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(2)

Non-Equity
Incentive Plan
Compen-sation
($)

Change in
Pension
Value and
Non-qualified
Deferred
Compen-sation
Earnings
($)

All Other
Compen-sation
($)

Total
($)

Constantine Iordanou* 2017 1,000,000
5,000,000
—
(3) 4,572,350
1,171,673
—
—
1,008,073
(4) 12,752,096
Chairman of the Board and Class II Director of Arch Capital 2016 1,000,000
4,550,000
1,500,000
(3) 3,305,370
805,054
—
—
1,050,962
12,211,386
2015 1,000,000
4,050,000
—
(3) 3,632,166
935,124
—
—
995,269
10,612,559
Marc Grandisson* 2017 900,000
3,000,000
—
2,233,232
572,270
—
—
426,243
(5) 7,131,745
President, Chief Executive Officer and Class III Director of Arch Capital 2016 900,000
2,500,000
1,200,000
832,437
202,748
—
—
416,167
6,051,352
2015 775,000
2,250,000
—
914,448
235,430
—
—
421,646
4,596,524
Mark D. Lyons 2017 700,000
1,365,000
—
785,482
201,281
—
—
501,529
(6) 3,553,292
Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital 2016 700,000
1,200,000
900,000
579,336
141,103
—
—
450,917
3,971,356
2015 700,000
1,080,000
—
636,301
163,820
—
—
421,439
3,001,560

Nicolas Papadopoulo 2017 675,000
3,816,414
(7) —
2,635,311
1,399,596
—
—
362,353
(8) 8,888,674
Chairman and Chief Executive Officer of Arch Worldwide Insurance Group and Chief Underwriting Officer for the Property & Casualty Group 2016 650,000
2,500,000
(7) —
524,127
127,656
—
—
368,690
4,170,473
2015 —
—
—
—
—
—
—
—
—

Maamoun Rajeh 2017 556,250
1,182,000
—
(9) 1,523,236
386,823
—
—
495,772
(10) 4,144,081
Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group 2016 —
—
—
—
—
—
—
—
—
2015 —
—
—
—
—
—
—
—
—

Andrew T. Rippert 2017 650,000
1,299,000
—
(11) 628,578
161,074
—
—
380,479
(12) 3,119,131
Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group 2016 —
—
—
—
—
—
—
—
—
2015 —
—
—
—
—
—
—
—
—

~~_________________________~~


*	~~Effective March 3, 2018, Marc Grandisson succeeded Constantine Iordanou as CEO of Arch Capital. Mr. Iordanou served as CEO until March 2, 2018, and continues to serve as Chairman of the Board.~~

2024 Long-Term Incentive Awards


Name	2024 Target (% of Base Salary)	February 2024 Annual Cycle Grants1
Marc Grandisson2	560%	$7,280,000
François Morin2	230%	$1,840,000
Nicolas Papadopoulo2	380%	$3,420,000
Maamoun Rajeh2	300%	$2,550,000
David E. Gansberg2	300%	$2,550,000

1 Similar to the annual cycle long-term incentive awards granted in 2023 and, as described in “202 3 Compensation Decisions for NEOs,” the Company granted 55% in performance shares (measured by economic value), 25% in stock options and 20% in time-based restricted shares in February 2024.

2 Messrs. Grandisson, Morin, Papadopoulo, Rajeh and Gansberg’s February 2024 grant increased as a result of their January 1, 2024 base salary and long-term incentive target change, as described in “202 3 Compensation Decisions for NEOs.”

~~| 2018 PROXY STATEMENT~~

~~Table of Contents~~


~~(1)~~	~~Represents an additional bonus to reflect the named executive officers’ role in connection with the UGC acquisition, which closed on December 31, 2016. Please see~~ ~~“Compensation Discussion and Analysis—2017 Performance Highlights”~~ ~~and~~ ~~“Compensation Discussion and Analysis—2017 Compensation Decisions.”~~

~~(2)~~

The amounts shown in these columns represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 Compensation—Stock Compensation, excluding the effect of forfeitures. We have computed the estimated grant date fair values of share-based compensation related to stock options using the Black-Scholes option valuation model having applied the assumptions set forth in the notes accompanying our financial statements. See note 20, “Share-Based Compensation,” of the notes accompanying our consolidated financial statements included in our ~~2017~~ ~~Annual Report. These grants were made in May of the year for which they are reported and were based on performance for the prior year,~~ ~~e.g.,~~ ~~the~~ ~~2017~~ ~~awards were based on~~ ~~2016~~ ~~performance.~~

~~(3)~~

~~Mr. Iordanou elected to receive 100% of his approved cash bonuses for~~ ~~2017~~, ~~2016~~ ~~and~~ ~~2015~~ ~~in the form of stock options under elections provided by the Company for Bermuda-based employees. On~~ ~~March 1, 2018~~, ~~February 24, 2017~~ ~~and~~ ~~February 26, 2016, Mr. Iordanou was awarded~~ ~~212,480~~, ~~250,468~~, and 244,750 stock options respectively, with a Black-Scholes value equal to $5.0 million, $6.05 million and $4.05 million, respectively, but each with an intrinsic value of zero on the grant date, respectively. The stock options awarded to Mr. Iordanou are fully vested and will expire 10 years from the date of grant. The stock options granted on ~~February 24, 2017~~ ~~are included in the Grants of Plan-Based Awards table.~~

~~(4)~~

~~The amount for Mr. Iordanou includes: (a) contributions to our defined contribution plans of~~ ~~$32,790~~ ~~and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of~~ ~~$105,850, which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of~~ ~~$137,419; (c) incremental costs to the Company of~~ ~~$451,458~~ ~~resulting from the use of Company-provided aircraft primarily for commuting to the Company’s offices; and (d) an aggregate of~~ ~~$183,972~~ for additional payments pursuant to his employment agreement intended to reimburse the executive for approximate amounts of additional tax liability arising from his working and residing in Bermuda. The tax reimbursement payments are subject to adjustment—up or down—based upon the executive’s final tax return filed for the year (accordingly, such amount originally recorded for ~~2016~~ ~~and~~ ~~2015~~ has been adjusted). The calculation of the incremental cost for Company-provided aircraft use is based on the variable operating costs to the Company for each flight, including hourly charges, fuel variable charges and applicable international fees. In addition, the total amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Iordanou: an automobile allowance, tax preparation services, club dues, and life insurance premiums.

~~Many of the above listed benefits are provided to expatriates residing in Bermuda. For a description of these benefits and the Company’s other employee benefits programs, please see~~ ~~“Compensation Discussion and Analysis—Elements of Compensation Program—Benefits.”~~

~~(5)~~

~~The amount for Mr. Grandisson includes: (a) contributions to our defined contribution plans of $20,000~~ ~~and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of $91,350~~ ~~which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of $210,754; (c) fees for children’s schooling of $61,829; and (d) payment of Bermuda social insurance in the amount of~~ ~~$1,792~~. In addition, the amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Grandisson: an automobile allowance, tax preparation services, family travel, club dues, and life insurance premiums.

~~(6)~~

~~The amount for Mr. Lyons includes: (a) $32,790~~ ~~in contributions to our defined contribution plans and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of $62,350, which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of $79,101; (c) payment of Bermuda social insurance in the amount of~~ ~~$1,792; and (d) an aggregate of $269,478~~ for additional payments pursuant to his employment agreement intended to reimburse the executive for approximate amounts of additional tax liability arising from his working and residing in Bermuda. The tax reimbursement payments are subject to adjustment—up or down—based upon the executive’s final tax return filed for the year (accordingly, such amount originally recorded for ~~2016~~ ~~and~~ ~~2015~~ has been adjusted). In addition, the total amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Lyons: commercial jet for commuting to the Company’s offices, tax preparation services, and life insurance premiums.

~~(7)~~

~~The 2016 amount for Mr. Papadopoulo, who previously participated in the Formula Approach through the 2014 underwriting year, includes a payment of~~ ~~$1,171,364~~ ~~based on the calculated results for prior underwriting years under such Formula Approach. The 2017 amount includes a payment received by Mr. Papadopoulo in December of 2017 of $2,316,414~~ ~~in full settlement of his entitlements under the Formula Approach.~~

~~(8)~~

~~The amount for Mr. Papadopoulo includes: (a) contributions to our defined contribution plans of $20,000~~ ~~and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of $58,725, which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of $219,290; and (c) payment of Bermuda social insurance in the amount of $1,792~~. In addition, the amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Papadopoulo: fees for children’s schooling, automobile allowance, tax preparation services, family travel, club dues, and life insurance premiums.


~~(9)~~	~~The 2017 amount for Mr. Rajeh, who previously participated in the Formula Approach through the 2017 underwriting year, includes a payment of $851,547~~ ~~based on the calculated results for prior underwriting years under such Formula Approach.~~



	~~2018 PROXY STATEMENT \|~~	50

~~Table of Contents~~

~~(10)~~

~~The amount for Mr. Rajeh includes: (a) contributions to our defined contribution plans of~~ ~~$32,790~~ ~~and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of~~ ~~$41,506, which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of~~ ~~$197,403; (c) payment of Bermuda social insurance in the amount of~~ ~~$1,792; and (d) an aggregate of $129,742~~ for additional payments pursuant to his employment agreement intended to reimburse the executive for approximate amounts of additional tax liability arising from his working and residing in Bermuda. In addition, the amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Rajeh: fees for children’s schooling, automobile allowance, tax preparation services, family travel, club dues, and life insurance premiums.


~~(11)~~	~~The 2017 amount for Mr. Rippert, who previously participated in the Formula Approach through the 2016 underwriting year, includes a payment of $375,261~~ ~~based on the calculated results for prior underwriting years under such Formula Approach.~~

~~(12)~~

~~The amount for Mr. Rippert includes: (a) contributions to our defined contribution plans of $32,790~~ ~~and payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan of $55,100, which, due to applicable tax laws, was made outside the plan; (b) a housing allowance in Bermuda of $148,939; (c) payment of Bermuda social insurance in the amount of $1,792; and (d) an aggregate of $104,458~~ for additional payments pursuant to his employment agreement intended to reimburse the executive for approximate amounts of additional tax liability arising from his working and residing in Bermuda. In addition, the amount also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Rippert: tax preparation services, family travel, and life insurance premiums.

~~2017 Grants of Plan-Based Awards~~

~~The following table provides information concerning grants of share-based awards made to our named executive officers in fiscal year 2017:~~

Name
Grant
Date
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future
Payouts Under Equity
Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#)(1)
All Other Option Awards: Number of Securities Underlying Options (#)(1)
Exercise or Base Price of Option Awards($/Sh)
Grant Date
Fair Value of
Stock and
Option Awards
($)(2)

Constantine Iordanou 2/24/2017 —
—
—
250,468
(3) 94.54
6,049,979
5/8/2017 —
—
—
47,500
96.26
1,171,673
5/8/2017 —
—
47,500
—
—
4,572,350
Marc Grandisson 5/8/2017 —
—
—
23,200
96.26
572,270
5/8/2017 —
—
23,200
—
—
2,233,232
Mark D. Lyons 5/8/2017 —
—
—
8,160
96.26
201,281
5/8/2017 —
—
8,160
—
—
785,482
Nicolas Papadopoulo 5/8/2017 —
—
—
7,350
96.26
181,301
5/8/2017 —
—
7,350
—
—
707,511
9/19/2017 —
—
—
50,000
96.39
1,218,295
9/19/2017 —
—
5,000
—
—
481,950
9/19/2017 —
—
15,000
—
—
1,445,850
Maamoun Rajeh 5/8/2017 —
—
—
5,310
96.26
130,981
5/8/2017 —
—
5,310
—
—
511,141
9/19/2017 —
—
—
10,500
96.39
255,842
9/19/2017 —
—
10,500
—
—
1,012,095
Andrew T. Rippert 5/8/2017 —
—
—
6,530
96.26
161,074
5/8/2017 —
—
6,530
—
—
628,578

~~_________________________~~


~~(1)~~	~~All of the grants indicated above were awarded under the 2015 Long-Term Incentive and Share Award Plan in the form of stock options and restricted share awards or units except for the~~ ~~February 24, 2017~~ ~~grant to Mr. Iordanou which was awarded under the 2012 Long-Term Incentive and Share Award Plan.~~



51	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

The May 2017 and September 2017 awards will vest over a three-year period, except for two of Mr. Papadopoulo’s awards granted on September 19, 2017: (a) the restricted share award for 5,000 common shares vested immediately upon grant and (b) 12,500 of the 50,000 stock options vested immediately upon grant and become exercisable on the first anniversary of the grant date. All of the stock options were awarded at the closing price on their respective grant dates and, subject to the award agreements, will expire 10 years from the grant date. The restricted share awards shown in the above table were granted in the form of restricted common shares.


~~(2)~~	The amounts shown in this column represent the grant date fair value of the underlying award computed in accordance with accounting guidance governing share-based compensation arrangements as discussed in note 20, “Share-Based Compensation,” of the notes accompanying our consolidated financial statements included in our ~~2017~~ ~~Annual Report.~~

~~(3)~~

~~Mr. Iordanou elected to receive 100% of his approved cash bonus for 2016 in the form of stock options under an election provided by the Company for Bermuda-based employees. On~~ ~~February 24, 2017, Mr. Iordanou was awarded~~ ~~250,468~~ stock options, with a Black-Scholes value equal to $6.05 million. The stock options are fully vested and will expire 10 years from the date of grant. The Black-Scholes value of these stock options is reflected in the ~~“2017 Summary Compensation Table”~~ ~~in the “Bonus” column for 2016, but had an intrinsic value of zero on the grant date.~~

~~Outstanding Equity Awards at 2017 Fiscal Year-End~~

~~The following table provides information concerning unexercised options and stock that has not vested for each named executive officer outstanding as of December 31, 2017.~~

Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
(1)

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(2)
Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Constantine Iordanou (4) 135,000
—
—
23.10
5/9/2018 97,554
8,854,977
—
—
50,000
—
—
19.29
5/6/2019
212,253
—
—
24.67
2/25/2020
126,000
—
—
25.01
5/5/2020
100,065
—
—
33.91
5/6/2021
161,636
—
—
37.05
2/28/2022
101,000
—
—
38.58
5/9/2022
300,187
—
—
49.12
2/28/2023
70,930
—
—
53.53
5/9/2023
302,555
—
—
56.12
2/29/2024
63,000
—
—
57.27
5/13/2024
149,556
—
—
59.16
2/27/2025
38,759
19,351
—
62.51
5/13/2025
244,750
—
—
68.20
2/26/2026
15,397
30,703
—
71.70
5/13/2026
250,468
—
—
94.54
2/24/2027
—
47,500
—
96.26
5/8/2027
Marc Grandisson 30,000
—
—
23.10
5/9/2018 35,805
3,250,020
—
—
22,800
—
—
19.29
5/6/2019
30,000
—
—
25.01
5/5/2020
24,000
—
—
33.91
5/6/2021
25,000
—
—
38.58
5/9/2022
33,600
—
—
42.65
11/12/2022
17,700
—
—
53.53
5/9/2023
16,000
—
—
57.27
5/13/2024



	~~2018 PROXY STATEMENT \|~~	52

~~Table of Contents~~

Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
(1)

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(2)
Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
26,997
—
—
57.08
11/6/2024
9,758
4,872
—
62.51
5/13/2025
3,877
7,733
—
71.70
5/13/2026
—
23,200
—
96.26
5/8/2027
Mark D. Lyons 60,000
—
—
40.10
9/6/2022 16,932
1,536,918
—
—
14,272
—
—
56.12
2/29/2024
6,000
—
—
57.27
5/13/2024
3,390
3,390
—
62.51
5/13/2025
2,698
5,382
—
71.70
5/13/2026
—
8,160
—
96.26
5/8/2027
Nicolas Papadopoulo —
3,071
—
62.51
5/13/2025 30,290
2,749,423
—
—
2,441
4,869
—
71.70
5/13/2026
—
7,350
—
96.26
5/8/2027
—
50,000
—
96.39
9/19/2027
Maamoun Rajeh 8,850
—
—
33.91
5/6/2021 21,565
1,957,455
—
—
8,250
—
—
38.58
5/9/2022
19,071
—
—
39.69
7/1/2022
16,130
—
—
42.65
11/12/2022
6,600
—
—
53.53
5/9/2023
6,500
—
—
57.27
5/13/2024
10,762
—
—
58.00
7/1/2024
4,455
2,225
—
62.51
5/13/2025
1,770
3,530
—
71.70
5/13/2026
—
5,310
—
96.26
5/8/2027
—
10,500
—
96.39
9/19/2027
Andrew T. Rippert 1,500
—
—
38.58
5/9/2022 11,243
1,020,527
—
—
8,960
—
—
42.65
11/12/2022
2,500
—
—
53.53
5/9/2023
10,062
—
—
53.04
2/4/2024
4,100
—
—
57.27
5/13/2024
3,648
1,822
—
62.51
5/13/2025
1,449
2,891
—
71.70
5/13/2026
—
6,530
—
96.26
5/8/2027

~~_________________________~~

~~(1)~~

Each of the above stock options and SARs, as applicable, vest in three equal annual installments commencing on the first anniversary of the grant date, except for the award granted on September 19, 2017 to Mr. Papadopoulo. For such award, 25% vested immediately on September 19, 2017, and the remaining stock options will vest in three equal annual installments commencing on the first anniversary of the grant date. The portion that vested immediately is not exercisable until the first anniversary of the grant date. All of the options and SARs will expire 10 years from the grant date, subject to the terms of the award agreements.


~~(2)~~	The above restricted share or unit awards vest in three equal annual installments commencing on the first anniversary of the grant date. Mr. Lyons’ awards granted in May 2012 were granted in the form of restricted common share units, a portion of such units will be settled in common shares



53	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~after the termination of his employment as provided in the award agreements and the balance will be settled in common shares on the applicable future vesting dates.~~


~~(3)~~	~~Market value of unvested shares or units on an aggregate basis are valued as of~~ ~~December 31, 2017~~ ~~in accordance with applicable SEC rules.~~

~~(4)~~

~~As of~~ ~~December 31, 2017~~, such stock option and SAR awards have been transferred other than for value to grantor retained annuity trusts, except for 40,710 SARs from the May 2009 grant, 100,065 SARs from the May 2011 grant, 97,248 SARs from the February 2012 grant, 244,750 stock options from the February 2016 grant, 46,100 stock options from the May 2016 grant, 250,468 stock options from the February 2017 grant and 47,500 stock options from the May 2016 grant, which are held directly by Mr. Iordanou.

~~2017 Option Exercises and Stock Vested~~

~~The following table provides information concerning each exercise of stock options and each vesting of stock during fiscal year 2017 for the named executive officers:~~

Option Awards Stock Awards
Name Number of Shares Acquired on Exercise (#)
Value Realized on Exercise ($)
Number of Shares Acquired on Vesting (#)
Value Realized on Vesting ($)(1)
Constantine Iordanou 199,750
14,564,686
95,480
8,874,473
Marc Grandisson 31,350
2,204,949
56,668
5,402,840
Mark D. Lyons 73,600
3,556,898
69,751
6,611,998
Nicolas Papdopoulo 155,246
8,660,452
41,718
3,982,810
Maamoun Rajeh 18,750
1,347,128
25,873
2,458,622
Andrew T. Rippert —
—
16,948
1,599,467

~~_________________________~~


~~(1)~~	~~We computed the dollar amount realized upon vesting by multiplying the number of shares by the market value of the underlying shares on the vesting date~~.

~~2017 Non-Qualified Deferred Compensation~~

The Company maintains tax-qualified and non-qualified defined contribution plans but does not maintain any defined benefit retirement or pension plans. The following table provides information with respect to our defined contribution plans that provide for the deferral of compensation on a basis that is not tax-qualified:

Name Executive Contributions in Last FY ($)
Registrant Contributions in Last FY ($)
Aggregate Earnings in Last FY ($)
Aggregate Withdrawals/Distributions ($)
Aggregate Balance at Last FYE ($)

Constantine Iordanou —
—
6,149,317
(28,504,633 ) (4) 3,163,258
(1)
—
—
198,898
(3,569,819 ) (5) 1,202,793
(2)
Marc Grandisson —
—
—
—

—

Mark D. Lyons —
—
14,508
(7,438 ) (3) 1,154,852
(1)
—
—
388,515
—

7,871,756
(2)
Nicolas Papadopoulo —
—
—
—

—

Maamoun Rajeh —
—
—
—

—

Andrew T. Rippert —
—
—
—

—

~~_________________________~~


~~(1)~~	~~Includes the following cash amounts which we also included in the~~ ~~“2017 Summary Compensation Table”~~ ~~for fiscal year 2017 or in prior years: Mr. Iordanou—$2,824,232 and Mr. Lyons—$602,582.~~


~~(2)~~	Indicates the value of restricted common share units that will be settled in common shares after the termination of employment as provided in the applicable award agreements. The amounts indicated in the “Aggregate Balance at Last FYE” column are based on



	~~2018 PROXY STATEMENT \|~~	54

~~Table of Contents~~

~~the closing price of Arch Capital’s common shares on~~ ~~December 31, 2017~~ ~~and have been included in the~~ ~~“2017 Summary Compensation Table”~~ ~~for fiscal year~~ ~~2017~~ ~~or prior years: Mr. Iordanou—$125,000 and Mr. Lyons—$2,155,217.~~


~~(3)~~	~~Amount represents a distribution based on an irrevocable payout election made by the named executive officer in accordance with the terms of the deferred compensation plan.~~


~~(4)~~	~~Amount represents a distribution prior to December 31, 2017, in accordance with Internal Revenue Code Section 457A.~~


~~(5)~~	On December 14, 2017, 39,753 restricted stock units held by Mr. Iordanou were settled in accordance with Internal Revenue Code Section 457A by distribution of shares having a fair market value of $89.80 per share on the date of distribution.

The Company maintains an Executive Supplemental Non-Qualified Savings and Retirement Plan. Under this plan, participants may defer eligible base salary in excess of the compensation limit imposed by the Code (“Excess Compensation”) (for 2017, base salary in excess of $270,000) and, with respect to the eligible named executive officers, the Company provides matching contributions on these deferrals in amounts equal to 100% of the first 3% of salary contributed to the plan and 50% of the next 3% of salary contributed to the plan. The Company also makes pension-like contributions on behalf of the eligible named executive officers in an amount equal to 10% of Excess Compensation. In addition, the eligible named executive officers may defer up to 100% of annual bonus paid each year and these bonus deferral contributions are not eligible for matching contributions by the Company. Until distribution, the contributions and any earnings are held in an irrevocable trust known as a “rabbi trust” by an independent trustee, and the trust assets remain subject to the Company’s creditors. The participants may elect to have their contributions under the plan deemed to be invested among certain permissible mutual fund options. The plan provides that, as soon as practicable following retirement, death or other termination of employment, but subject to any delay required by the Code, all benefits under the plan will be distributed either in a single lump sum in cash or, if elected, in installments over a period not to exceed 10 years.

As indicated above, Section 457A of the Code generally prohibits U.S. taxpayers from deferring U.S. income tax on compensation attributable to services performed after December 31, 2008 for certain employers, including Bermuda-based employers such as Arch Capital and Arch Re Bermuda. As a result, for periods on or after January 1, 2009, certain employees of Arch Capital and Arch Re Bermuda, including Messrs. Iordanou, Grandisson, Lyons, Papadopoulo, Rajeh, and Rippert are no longer permitted to participate in the non-qualified defined contribution retirement plan. In addition, and as required in order to match required income inclusions under Section 457A, the non-qualified plan provided that compensation that had been previously deferred by these employees would be distributed on or before December 31, 2017. Those distributions were made in December of 2017. In lieu of pension and matching contributions previously provided to these former participants through the non-qualified plan, we have provided comparable benefits to these participants in the form of current cash payments, subject to tax. Such cash payments have been included in the ~~“2017 Summary Compensation Table”~~ ~~in the “All Other Compensation” column for fiscal years 2017, 2016 and 2015.~~



55	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~Termination Scenarios—Potential Payments~~

The following table provides information on the various payments and benefits that each named executive officer would have been entitled to receive if his last day of employment with the Company had been December 31, 2017 under the various circumstances presented. Please refer to the descriptions of our employment agreements and share-based award agreements, which outline these potential payments and benefits (see ~~“Employment Arrangements”~~ ~~and~~ ~~“Share-Based Award Agreements”~~).

Name Without Good Reason ($) (1) (2) (11)
For Cause ($)
Death ($)(9)
Disability ($)(10)
Without Cause or For Good Reason (as applicable) ($)(9)
Without Cause or For Good Reason (as applicable) following a Change in Control ($)(9)
Constantine Iordanou
Cash Severance (3) —
—
5,000,000
1,000,000
5,000,000
5,000,000
Accelerated Vesting of Share-Based Awards (4) —
—
9,987,439
9,987,439
—
9,987,439
Health & Welfare (5) —
—
28,754
28,754
28,754
28,754
Total —
—
15,016,193
11,016,193
5,028,754
15,016,193
Marc Grandisson
Cash Severance (6) —
—
—
—
900,000
900,000
Accelerated Vesting of Share-Based Awards (4) —
—
3,535,195
3,535,195
—
3,535,195
Health & Welfare (5) —
—
—
31,350
31,350
31,350
Total —
—
3,535,195
3,566,545
931,350
4,466,545
Mark D. Lyons
Cash Severance (7) —
—
1,160,000
1,160,000
1,050,000
1,050,000
Accelerated Vesting of Share-Based Awards (4) —
—
1,735,371
1,735,371
—
1,735,371
Health & Welfare (5) —
—
—
13,579
13,579
13,579
Total —
—
2,895,371
2,908,950
1,063,579
2,798,950
Nicolas Papadopoulo
Cash Severance (8) —
—
—
—
1,875,000
1,875,000
Accelerated Vesting of Share-Based Awards (4) —
—
2,929,077
2,929,077
—
2,929,077
Health & Welfare (5) —
—
27,436
27,436
27,436
27,436
Total —
—
2,956,513
2,956,513
1,902,436
4,831,513
Maamoun Rajeh
Cash Severance (8) —
—
—
—
1,625,000
1,625,000
Accelerated Vesting of Share-Based Awards (4) —
—
2,087,662
2,087,662
—
2,087,662
Health & Welfare (5) —
—
27,436
27,436
27,436
27,436
Total —
—
2,115,098
2,115,098
1,652,436
3,740,098
Andrew T. Rippert
Cash Severance (8) —
—
—
—
1,625,000
1,625,000
Accelerated Vesting of Share-Based Awards (4) —
—
3,882,437
3,882,437
—
3,882,437
Health & Welfare (5) —
—
27,436
27,436
27,436
27,436
Total —
—
3,909,873
3,909,873
1,977,436
5,534,873

~~_________________________~~


~~(1)~~	In the case of resignation by giving six months’ advance notice without good reason by Messrs. Papadopoulo, Rajeh or Rippert, the Company may elect to place them on “garden leave” during all or part of the notice period. In this event, each of these individuals will (a) continue to receive base



	~~2018 PROXY STATEMENT \|~~	56

~~Table of Contents~~

salary and benefits through the garden leave period of up to six months, and (b) receive, following the end of the garden leave period, a cash lump sum payment equal to one half of the sum of (i) the “bonus amount” (which is the greater of the annual target bonus or the average of the annual bonuses received for the preceding three years) and (ii) a prorated portion of the “bonus amount” through the date of notice. If the Company does not elect to place them on garden leave, and these individuals continue to work during the six month notice period, they will be entitled to receive the amounts set forth in the preceding sentence pursuant to their employment agreement. See ~~“Employment Arrangements.”~~ For a termination date of December 31, 2017, the total of these cash amounts accruing from the notice date would have been $2.1 million for Mr. Papadopoulo, $1.4 million for Mr. Rajeh and $0.8 million for Mr. Rippert. In addition, if the Company elects to extend their non-competition period for six months after the end of the notice or garden leave period, Messrs. Papadopoulo, Rajeh and Rippert will (a) continue to receive base salary and medical benefits through the extended non-competition period, and (b) receive, during the extended non-competition period, payments in the aggregate equal to one half of the sum of (i) the “bonus amount” and (ii) a prorated portion of the “bonus amount” through the date of notice of termination. For a termination date of December 31, 2017 and a six month extension of the noncompetition period, the total of these cash amounts would have been $2.1 million for Mr. Papadopoulo, $1.4 million for Mr. Rajeh and $0.8 million for Mr. Rippert.

~~(2)~~

Since Messrs. Iordanou, Lyons, Papadopoulo and Rippert are of retirement age (as defined in our plans), any unvested restricted shares/units and unvested stock options/SARs will continue to vest according to the vesting schedule and, in the case of stock options/SARs, the options/SARs will continue to have the full exercise period of 10 years from the date of grant, so long as they do not engage in a competitive activity (as defined in the applicable award agreements). In the event the executives engage in a competitive activity following retirement, unvested awards will be forfeited and the exercise periods for vested options/SARs would be reduced.

~~(3)~~

In the case of termination (i) due to death, (ii) by the Company without cause or (iii) by the executive for good reason, Mr. Iordanou (or his estate) would have been entitled to receive a prorated target bonus based on the termination date plus two times the sum of his base salary and target annual bonus, with such amounts payable (A) in a lump sum as soon as practicable following death but offset by life insurance proceeds received by his estate from coverage provided by the Company and (B) except as otherwise required to be deferred for six months under Section 409A of the Code, over a nine-month period for the other cases as provided in his employment agreement. In the case of termination due to disability, Mr. Iordanou would have been entitled to receive a prorated bonus based on the termination date.


~~(4)~~	~~Represents the intrinsic value (i.e.,~~ ~~the value based upon the Company’s closing share price on~~ ~~December 31, 2017~~ ~~or in the case of stock options/SARs, the excess of the closing price over the exercise price) of accelerated vesting of certain unvested share-based awards as of~~ ~~December 31, 2017~~ ~~under the various circumstances presented.~~


~~(5)~~	~~Represents the employer cost relating to the continuation of medical insurance coverage under the terms described in each executive’s employment agreement for the various circumstances presented.~~


~~(6)~~	In the case of termination by the Company without cause or by the executive for good reason, Mr. Grandisson will be entitled to receive twelve months of base salary payable in equal monthly installments.

~~(7)~~

In the case of termination by the Company due to death or disability, Mr. Lyons (or his estate) will receive a prorated bonus based on the termination date. For such purposes, the annual bonus will not be less than the average annual bonus received for the preceding three years. In the case of termination by the Company without cause or by the executive for good reason, Mr. Lyons will be entitled to receive an amount equal to the greater of (i) 18 months of base salary and (ii) the total remaining base salary payable under his agreement, except as otherwise required to be deferred for six months under Section 409A of the Code, in equal monthly installments.

~~(8)~~

In the case of termination by the Company without cause or by Messrs. Papadopoulo, Rajeh or Rippert for good reason, each will be entitled to receive twelve months of base salary from the date of notice of termination and an amount equal to the sum of the (i) the annual target bonus plus (ii) a pro-rated portion of the annual target bonus through the date of notice, one half of which amount shall be paid in a single lump sum on the date that is sixty days following the date of termination and the remaining half will be payable in equal monthly installments over six months following the date of termination.

~~(9)~~

Messrs. Rajeh and Rippert participated under the Formula Approach of our Incentive Compensation Plan for underwriting years through 2017 and 2016, respectively. In the event of termination on December 31, 2017 due to death, termination without cause or termination for good reason, Messrs. Rajeh and Rippert would have been entitled to payments in full settlement under the Formula Approach in the amounts determined by the Committee, taking into account such factors it deems relevant including that such amounts are generally subject to recalculation over the applicable 10-year development periods for open underwriting years. As of December 31, 2017, such amounts for Messrs. Rajeh and Rippert are estimated to be up to approximately $5,680,000 and $2,435,000, respectively. Any such payments would be made by the end of the year following termination.


~~(10)~~	Upon termination on December 31, 2017 due to disability, Messrs. Rajeh and Rippert would have been entitled to payments in full settlement under the Formula Approach as described in footnote 9 above, provided they did not engage in competition with the Company.


~~(11)~~	Since Mr. Rippert is of retirement age (as defined in our plans), if Mr. Rippert retired on December 31, 2017 he would have been entitled to payments in full settlement under the Formula Approach as described in footnote 9 above, provided he did not engage in competition with the Company.



57	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~Pay Ratio~~

In accordance with Item 402(u) of Regulation S-K, we determined the ratio of the annual total compensation of our CEO relative to the median of the annual total compensation of our employees. We identified the median employee from among our global employee population (excluding the CEO) as of December 31, 2017. Our global employee population included all of our full-time and part-time employees who were employed on December 31, 2017.

~~We determined each employee’s consistently applied compensation measure which was equal to the sum of the following pay components:~~


▪	~~2017 base salary;~~


▪	~~bonuses paid during 2017;~~


▪	~~variable incentive compensation paid during 2017; and~~


▪	~~the fair value of all equity grants made during 2017.~~

We annualized the 2017 base salary for full-time employees that were not employed by us for all of 2017. Amounts paid in currencies other than U.S. dollars were converted into U.S. dollars based on the applicable exchange rate at December 31, 2017.

~~Based on each employee’s consistently applied compensation measure, we were able to identify the median employee who was a full-time, permanent employee based in the United States.~~

After identifying the median employee, we calculated the median employee’s annual total compensation for 2017 using the same requirements applied to calculate our CEO annual total compensation as set forth in the ~~2017 Summary Compensation Table~~, and then added the estimated value of the median employee’s health plan benefits. Based on the foregoing, the annual total compensation calculated for the median employee for 2017 was $123,542. For purposes of the pay ratio rule, the annual total compensation calculated for our CEO for 2017, was $12,752,096, our CEO’s annual total compensation as set forth in the ~~2017 Summary Compensation Table, plus $31,696, the estimated value of our CEO’s health plan benefits, or $12,783,792. Accordingly, for 2017, our CEO to median employee pay ratio was 104 to 1.~~

~~Employment Arrangements~~

~~Set forth below is a summary of the material terms of the employment arrangements with each of the named executive officers.~~

~~Constantine Iordanou~~

On October 1, 2014, Arch Capital and Constantine Iordanou entered into an employment agreement, as amended, pursuant to which Mr. Iordanou agreed to serve as Arch Capital’s Chief Executive Officer through March 2, 2018. That agreement is described below. Pursuant to a service agreement dated September 21, 2017, commencing March 3, 2018, Mr. Iordanou transitioned from Chief Executive Officer of Arch Capital, and he remains a member of Arch Capital’s Board and serves as its non-executive Chairman of the Board. The service agreement superseded the employment agreement.

~~Service Agreement (in effect from March 3, 2018)~~

Under the service agreement, Mr. Iordanou has agreed to provide 50 days of services per year to Arch Capital, as requested by Arch Capital’s Chief Executive Officer or the Board. For his services, Mr. Iordanou will be paid annual base compensation of $500,000, and he will participate in an annual bonus plan on terms established by the Board. The target rate for the annual cash bonus will be 100% of his annual base compensation. Mr. Iordanou will also be entitled to participate in employee benefit programs such as major medical, life insurance and disability insurance, and annual tax return preparation and associated tax planning arrangements on a basis no less favorable than provided to senior executives. Mr. Iordanou will be reimbursed for all reasonable business expenses incurred by him in the course of performing his duties, and upon his reasonable request any private aircraft owned or leased by Arch Capital will be made available to him for business travel consistent with his duties under the service agreement. During the service period Arch Capital will use its reasonable best efforts to cause Mr. Iordanou to be elected to the Board.

Mr. Iordanou’s service period will continue under the service agreement until terminated (a) by either party by providing at least six months’ prior written notice to the other party, (b) upon his death or permanent disability, (c) by him for good reason (as defined in the service agreement), or (c) by Arch Capital for any reason. Upon Mr. Iordanou’s employment with Arch Capital ceasing for any reason, he will immediately resign from all positions and in all capacities with Arch Capital and its affiliates, other than as a non-employee member of the Board.

~~If the service period is terminated (i) as a result of either Arch Capital’s or Mr. Iordanou’s provision of six months’~~



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prior written notice of termination, (ii) by Arch Capital for cause, (iii) as a result of Mr. Iordanou’s resignation other than for good reason, or (iv) upon his death or permanent disability, Mr. Iordanou will be entitled to receive his base compensation through the date of termination. If the termination is upon his death or permanent disability, Mr. Iordanou (or his estate in the case of death) will also be entitled to receive an amount equal to the sum of the total remaining base compensation and target annual bonus which would have been paid to him under the service agreement for the period through six months after the date of termination of employment, in each case, offset by any proceeds received, or scheduled to be received, from any insurance coverages provided by Arch Capital or any of its affiliates, and he will be entitled to continued major medical plan coverage for up to 36 months after termination (and he will be required to pay the full premium cost for any period of coverage after the first 18 months). He will also be entitled to such continued medical coverage if his employment terminates due to provision of six months’ prior notice by either party.

If the service period is terminated by Mr. Iordanou for good reason or by Arch Capital not for cause, Mr. Iordanou will be paid an amount equal to the sum of the total remaining base compensation and target annual bonus which would have been paid to him under the service agreement for the period through six months after the date of termination of employment, provided he will be entitled to such payments only if he does not breach the restrictive covenants set forth in the service agreement and he has delivered a general release of claims. He will also be entitled to continued major medical plan coverage for up to 36 months after termination (and he will be required to pay the full premium cost for any period of coverage after the first 18 months).

Mr. Iordanou has agreed that, during the service period and for the period of 12 months after termination, he will not compete with the businesses of Arch Capital or any of its subsidiaries as such businesses exist as of the date of termination, within any geographical area in which Arch Capital or any of its subsidiaries engage in such businesses. If we terminate Mr. Iordanou’s employment without cause or he terminates for good reason, the term of his non-competition period will extend only as long as he is receiving severance benefits described above (which may be up to 12 months following termination if we so elect). However, in the event of termination due to expiration of the term of the agreement following six months’ notice by either party, or by reason of Mr. Iordanou’s resignation other than for good reason, the non-competition period will continue beyond his termination date for up to six months (12 months in the case of resignation other than for good reason) only if the Company so elects and pays Mr. Iordanou severance benefits described above during the noncompetition

period. Mr. Iordanou also agreed that he will not, for a 12-month period following his date of termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us.

In addition, in the event of a change in control, the service agreement provides that any payments contingent on a change of control that would be subject to the excise tax imposed by Section 4999 of the Code will be reduced by an amount equal to the smallest amount possible such that no payment would be subject to such excise tax; provided that if, without any reduction in payments, the net amount retained by Mr. Iordanou, after subtracting all taxes imposed thereon, would exceed the after-tax amount that would be retained by him after the reduction described above, then no reduction in payments will be made. The service agreement also provides for indemnification of Mr. Iordanou to the fullest extent permitted by applicable law and Arch Capital’s governing instruments in connection with suits or proceedings arising by reason of the fact that he is or was a director, officer or employee of Arch Capital.

~~Employment Agreement (in effect through March 2, 2018)~~

Mr. Iordanou’s employment agreement provided for an annual base salary of $1,000,000, which remained unchanged since 2002. Mr. Iordanou was eligible to participate in an annual bonus plan on terms established from time to time. The target rate for the annual cash bonus was 100% of his annual base salary. Mr. Iordanou was also entitled to participate in employee benefits programs; the cost of preparation of annual tax returns and associated tax planning; and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which included housing expense reimbursement and automobile allowance. Since Mr. Iordanou previously relocated to Bermuda, his employment agreement also provided for the use of any private aircraft owned or leased by Arch Capital for travel between Bermuda and the United States. In addition, prior to the amendment of the agreement to delete this provision effective January 1, 2018, Mr. Iordanou was entitled to an amount equal to the excess, if any, of the amount of income and employment taxes payable by him to Bermuda and any other governmental taxing authority for the applicable taxable year over the amount that would have been payable by him had he resided for the entire taxable year in the state of the United States with respect to which he files a state income tax return as a resident for the year. The intent of this provision was that Arch Capital would reimburse Mr. Iordanou for additional taxes imposed on him arising from his working and residing in Bermuda as described in footnote 4 in the ~~“2017 Summary Compensation Table.”~~ ~~The agreement also provided that, during the employment period, Arch Capital~~



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~~would use its best efforts to cause Mr. Iordanou to be elected to our Board.~~

The agreement provided that if Mr. Iordanou’s employment was terminated due to his death, his estate would receive a prorated portion of his bonus for the year of his death and an amount equal to two times the sum of his base salary and target annual bonus payable in a lump sum, but offset by life insurance proceeds received by his estate from coverage provided by the Company. His agreement also provided that if his employment was terminated due to his permanent disability, he would receive a prorated portion of his bonus for the year in which he became disabled, as determined by the Board. The agreement further provided that if we terminated Mr. Iordanou’s employment without cause or he resigned for good reason, he would receive a prorated portion of his bonus for the year of his termination and an amount equal to two times the sum of his base salary and target annual bonus. Mr. Iordanou’s and his spouse’s major medical insurance coverage benefits would continue for up to 18 months after the date of termination in the event that (1) his employment ended due to death or permanent disability, (2) he was terminated other than for cause, (3) he resigned for good reason or (4) his employment ended due to the expiration of the term.

Mr. Iordanou agreed that he would not compete with Arch Capital for 18 months following termination of employment. However, if we terminated Mr. Iordanou’s employment without cause or he terminated for good reason, the term of his non-competition period would extend only as long as he was receiving severance benefits provided for under his employment agreement under such circumstances. Additionally, in the event of termination due to expiration of the term of the agreement or by reason of Mr. Iordanou’s resignation other than for good reason, the non-competition period would continue beyond his termination date for up to 18 months only if the Company so elected and paid Mr. Iordanou an amount equal to two times the sum of his annual base salary and target annual bonus (prorated for the period selected by the Company) and provided medical benefits for the selected period. Mr. Iordanou also agreed that he would not, for an 18-month period following his date of termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us.

~~Marc Grandisson~~

Our employment agreement with Marc Grandisson provides for a specified annual base salary which is subject to review annually for increase at the discretion of the Board. The agreement provides that the target rate for the annual cash bonus for Mr. Grandisson is 100% of his annual

base salary. As described above, the Committee has increased Mr. Grandisson’s annual target bonus to 165%. Mr. Grandisson is eligible to receive annual cash bonuses and share-based awards at the discretion of our Board. Mr. Grandisson is also entitled to participate in employee benefits programs such as major medical, life insurance and disability insurance and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which includes housing expenses and automobile allowance. His agreement also provides that the Company will reimburse him for his reasonable expenses incurred in traveling between Bermuda and Canada. The current term of his employment agreement ends on December 31, 2019, but we or Mr. Grandisson may terminate his employment at any time. The agreement will be automatically extended for additional one-year periods, unless we or Mr. Grandisson gives notice at least 60 days prior to the expiration of the original term or any extended term.

The agreement provides that if the employment of Mr. Grandisson is terminated without cause or for good reason, he will be entitled to receive an amount equal to his annual base salary over a 12-month period. Mr. Grandisson’s major medical insurance coverage benefits pursuant to his employment agreement will continue for 12 months after the date of termination (or until he is provided by another employer with benefits substantially comparable, with no pre-existing condition limitations, to the benefits provided by such plan) in the event that (1) his employment ends due to permanent disability, (2) he is terminated other than for cause or (3) he resigns for good reason. If Mr. Grandisson’s employment is terminated for cause or if he resigns without good reason or as a result of his death or disability, he (or his estate) will receive his annual base salary to the date of such termination.

Mr. Grandisson agreed that, during the employment period and for the period of two years after termination of employment, he will not compete with the businesses of Arch Capital or any of its subsidiaries as such businesses exist or are in process or being planned as of the date of termination. The non-competition period will be one year following termination if we terminate his employment without cause, he terminates for good reason or he or the Company gives notice of intent not to extend his employment term in accordance with the employment agreement. Mr. Grandisson also agreed that he will not, for a period of two years following termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us.



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~~Mark D. Lyons~~

Under an employment agreement, Mark D. Lyons serves as Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital, with a term currently extending through September 1, 2019. The agreement will be automatically extended for additional one-year periods, unless we or Mr. Lyons gives notice at least 180 days prior to the expiration of the original term or any extended term. The agreement provides for a specified annual base salary and a target rate for the annual cash bonus of 100% of the annual base salary. As described above, the Committee has increased Mr. Lyons’ annual target bonus to 135%. Mr. Lyons is eligible to receive annual cash bonuses and share-based awards at the discretion of the Board and is also entitled to participate in employee benefits programs such as major medical, life insurance and disability insurance, the cost of preparation of annual tax returns and associated tax planning, and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which includes housing expenses and automobile allowance. His agreement also provides that the Company will reimburse him for his reasonable expenses incurred in traveling between Bermuda and the United States. In addition, prior to the amendment of the agreement to delete this provision effective January 1, 2018, Mr. Lyons was entitled to an amount equal to the excess, if any, of the amount of income and employment taxes payable by him to Bermuda, Illinois and any other governmental taxing authority over the amount that would have been payable by him had he resided in Illinois for the entire calendar year. The intent of this provision was for Arch Capital to reimburse Mr. Lyons for additional taxes imposed on him arising from his working and residing in Bermuda as described in footnote (6) in the ~~“2017 Summary Compensation Table.”~~ In addition, upon the termination of his employment for any reason, Arch Capital will reimburse him for reasonable expenses incurred by him for the cost of relocating his household items to the United States and airfare for Mr. Lyons and his family to return to the United States.

The agreement provides that if Mr. Lyons’ employment is terminated without cause or for good reason, he will be entitled to receive an amount equal to 18 months of his base salary, payable over 12 months. The agreement also provides that if Mr. Lyons’ employment is terminated for cause, as a result of his resignation or leaving employment other than for good reason, as a result of death or permanent disability, or by written notice of the intention not to renew the agreement by Mr. Lyons, he (or his estate) will be entitled to receive his base salary through the date of termination. The agreement further provides that if Mr. Lyons’ employment is terminated by reason of death or permanent disability, he (or his estate) will also be entitled

to receive a prorated portion of his target annual bonus (offset by any proceeds received from any insurance coverages provided by the Company), such amount would be paid to him by no later than March 15 of the calendar year following the calendar year of such termination of employment. For such purposes, the annual bonus will not be less than the average annual bonus received for the preceding three years. Mr. Lyons’ major medical insurance coverage benefits pursuant to his employment agreement will continue for 12 months after the date of termination (or until he is provided by another employer with benefits substantially comparable, with no pre-existing condition limitations, to the benefits provided by such plan) in the event that (a) his employment ends due to permanent disability, (b) he is terminated other than for cause or (c) he resigns for good reason.

Mr. Lyons has agreed that, during the employment period and for a period of one year after termination of employment, he will not compete with the businesses of Arch Capital or any of its subsidiaries as such businesses exist or are in process or being planned as of the date of termination. Mr. Lyons also agreed that he will not, for a period of one year following his date of termination, induce or attempt to induce any of our employees to leave his or her position with us or induce any customer to cease doing business with us.

Nicolas Papadopoulo

~~Under an employment agreement, Nicolas Papadopoulo serves as Chairman and Chief Executive Officer of our Worldwide Insurance Group~~President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group

Strategic Goals

Mr. Papadopoulo’s strategic goals included growth strategies, strategic initiatives, leadership development, and D&I initiatives. Mr. Papadopoulo continues to build alignment and common strategies around future growth for ~~our Property & Casualty Operations.~~all of Arch’s segments, i.e., Insurance, Reinsurance and Mortgage. Under Mr. Papadopoulo’s leadership, Insurance group net written premiums grew 16.7% from 2022. The ~~terms~~Compensation and Human Capital Committee also evaluated Mr. Papadopoulo’s role in strategic initiatives, including sponsoring the expansion of ~~his employment provide~~the Shared Service Operating Model and prioritization of next steps for ~~annual~~the companywide transformation agenda after the successful implementation of the HR Talent Acquisition and IT End User Support pilots. Mr. Papadopoulo also focused on further expanding the use of strategic analytics and digital partnership successes to continue to drive innovation and increase profitability, and he continued to support the development of leaders and the framework specific to the next generation of successors. Mr. Papadopoulo also promoted the Company’s D&I initiatives across business units, including segment specific D&I goals and continues to serve as Executive Sponsor of the Women and Allies Employee Network.

Compensation Decisions

■Base Salary

Mr. Papadopoulo’s base salary ~~of $750,000, which is subject~~was increased to $850,000 from $800,000 in January 2023 following our annual benchmarking review, ~~annually for increase at the discretion of the Board.~~company growth and continued high performance. For 2024 compensation decisions, Mr. ~~Papadopoulo is also eligible to participate in an annual bonus plan on terms set by the Board. The agreement provides that the target rate for his annual cash bonus is 100% of his annual~~Papadopoulo’s base salary was increased to $900,000 from $850,000 following our annual benchmarking review, effective January 1, 2024.

■Short-Term Cash Incentive

The Compensation and ~~for calendar years 2018 and 2019, Mr. Papadopoulo will receive a minimum annual bonus of at least two times his target amount. As described above, the~~Human Capital Committee ~~has increased~~reviewed Mr. Papadopoulo’s annual target bonus to 135%. Mr. Papadopoulo is eligible to participate in our share-based award plans at the discretion of our Board. Mr. Papadopoulo is also entitled to participate in employee benefits programs such as major medical, life insurance and disability insurance, annual tax return preparation and associated tax planning arrangements and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda,performance against his strategic goals, which ~~includes housing expenses and automobile allowance.~~



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Mr. Papadopoulo’s employment period under the employment agreement will end on the first to occur of the following: (a) the six month anniversary of our providing notice of termination without cause to him; (b) immediately upon our providing notice of termination for cause to him; (c) the six month anniversary of Mr. Papadopoulo providing notice of termination specifying his resignation with or without good reason (as defined in the employment agreement); (d) the fifth day following our providing notice of termination to him as a result of his permanent disability; and (e) the date of his death. The first of such dates is referred to as the “date of termination.”

The agreement provides that if the employment of Mr. Papadopoulo is terminated by us without cause or by him for good reason, he will be entitled to receive an amount equal to his annual base salary through the six month anniversary of the date of termination. In that event Mr. Papadopoulo will also receive an amount equal to the sum of (i) his target annual bonus plus (ii) a pro-rated portion of his target annual bonus based on the number of days elapsed in the calendar year through the date notice of termination is given, one half of which shall be paid in cashresulted in a ~~single lump sum~~payout factor of 225% on the date that is sixty days following the date of termination and the remaining half of which will be paid in accordance with our regular payroll practices over six months following the date of termination. Mr. Papadopoulo will also receive employee benefits through the date of termination, and his major medical insurance coverage benefits will continue for up to six months after the date of termination. Mr. Papadopoulo will be entitled to the amounts described above (other than base salary and employee benefits through the date of termination) only if he has delivered a general release of claims and he does not breach the restrictive covenants set forth in the agreement.

If Mr. Papadopoulo‘s employment is terminated as a result of his resignation other than for good reason, he will continue to receive base salary and employee benefits through the date of termination, and we will make a cash lump sum payment to him equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for the year during which notice of termination is given, or (ii) the average of his actual annual bonus for the three years immediately preceding the year during which notice of termination is given), and (II) a pro-rated portion of the bonus amount based on the number of days elapsed in the calendar year through the date notice of termination is given, which payment shall be made on the date that is sixty days following the date of termination.

If Mr. Papadopoulo’s employment is terminated by us for cause, as a result of his permanent disability or upon his death, Mr. Papadopoulo (or his beneficiaries or estate, in the case of death) will continue to receive base salary and employee benefits through the date of termination. In the

case of termination due to his permanent disability or death, he and/or his dependents will also receive major medical insurance coverage benefits for a period of up to twelve months after the date of termination.

Following any notice of termination, whether by us or Mr. Papadopoulo, and until the date of termination, we may direct, in our sole and exclusive discretion, that Mr. Papadopoulo perform no duties and exercise no powers or authorities in connection with his employment, resign from any office with us and not attend any of our premises. However, following any such direction, Mr. Papadopoulo will continue to be required to comply with his other obligations under the agreement and will continue to have a duty of loyalty to us as an employee through the date of termination. This is referred to as a “garden leave” period.

Mr. Papadopoulo has agreed that, during the employment period and for the period of one year after the date of termination, he will not participate in or render services for any business competing with our insurance businesses as such businesses exist or are in process as of the date of termination or any business that is materially competitive with the businesses that (I) are at the time in question being conducted by us with which he was involved to a material extent in the twelve months prior to termination of employment, or (II) were, during his employment, either being conducted by, or being actively developed by, us with which he was involved to a material extent in the twelve months prior to termination of his employment. However, if Mr. Papadopoulo’s termination of employment occurs as a result of his resignation other than for good reason, the noncompetition period will continue beyond the date of termination only if (i) we pay Mr. Papadopoulo, for each day during which the noncompetition period so continues, an amount equal to 1/365^th ~~of the sum of (A) his annual base salary, plus (B) the bonus amount (as defined above), and (C) a pro-rated~~ portion of his bonus that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

50%

100%

$1,402,500

Financial Performance—Segment

164%

20%

32.8%

460,020

Strategic Performance

225%

30%

67.5%

942,480

TOTAL

100%

200.3%

$2,805,000

■Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

23,337

$1,614,220

31,264

$733,829

8,486

$586,977

$2,935,026

■2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

36,851

200.0%

73,702

36,851

$2,736,924

1 The total long-term incentive value provided in the summary above for performance share awards differs from the grant date fair value reported in the “202 3 Summary Compensation” and “202 3 Grants of Plan-Based Awards” Tables. The values in the summary above were based on the closing price of our shares on the grant date and the target number of ~~days elapsed~~shares. The values in the ~~calendar year through the date notice~~“202 3 Summary Compensation” and “202 3 Grants of termination is given; and (ii) he continues to receive his major medical insurance coverage for a period up to the end of the noncompetition period. Our obligation to make such payments and provide such benefits is contingent on Mr. Papadopoulo’s delivery of a general release of claims and his compliance with the restrictive covenants. Mr. Papadopoulo has also agreed that he will not, for a period of one year following termination, induce or attempt to induce any of our employees with whom he had material dealings to leave his or her position with us or induce any customer with whom he had material dealings to cease doing business with us. The lengths of the noncompetition period and the nonsolicitation period will be reduced by any period that Mr. Papadopoulo is on garden leave, as described above.



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~~Table of Contents~~Plan-Based Awards”

In addition, in the event of a change in control, the agreement provides that any payments contingent on a change of control that would be subject to the excise tax imposed by Section 4999 of the Code will be reduced by an amount equal to the smallest amount possible such that no payment would be subject to such excise tax; provided that if, without any reduction in payments, the net amount retained by Mr. Papadopoulo, after subtracting all taxes imposed thereon, would exceed the after-tax amount that would be retained by him after the reduction described above, then no reduction in payments will be made.

~~Andrew T. Rippert~~

Under an employment agreement, Andrew T. Rippert serves as Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group. The terms of his employment provide for annual base salary of $700,000, which is subject to review annually for increase Tables were computed at the ~~discretion of the Board. Mr. Rippert is also eligible to participate~~grant date in an annual bonus plan on terms set by the Board. The agreement provides that the target rate for his annual cash bonus is 100% of his annual base salary. As described above, the Committee has increased Mr. Rippert’s annual target bonus to 135%. Mr. Rippert is eligible to participate in our share-based award plans in the discretion of our Board. Mr. Rippert is also entitled to participate in employee benefits programs such as major medical, life insurance and disability insurance, annual tax return preparation and associated tax planning arrangements and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which includes housing expenses and automobile allowance.

~~Mr. Rippert’s employment period under the employment agreement will end~~accordance with ASC Topic 718. Stock options are valued on the first to occur of the following: (a) the six month anniversary of our providing notice of termination without cause to him; (b) immediately upon our providing notice of termination for cause to him; (c) the six month anniversary of Mr. Rippert providing notice of termination specifying his resignation with or without good reason (as defined in the employment agreement); (d) the fifth day following our providing notice of termination to him as a result of his permanent disability; and (e) thegrant date ~~of his death. The first of such dates is referred to as the “date of termination.”~~

The agreement provides that if the employment of Mr. Rippert is terminated by us without cause or by him for good reason, he will be entitled to receive an amount equal to his annual base salary through the six month anniversary of the date of termination. In that event Mr. Rippert will also receive an amount equal to the sum of (i) his target annual bonus plus (ii) a pro-rated portion of his target annual bonus based on the ~~number~~Black-Scholes option pricing methodology (refer to “Elements of ~~days elapsed in the calendar year~~

~~through the date notice of termination is given, one half of which shall be paid in cash in a single lump sum on the date that is sixty days following the date of termination~~Compensation Program—Long-Term Incentive Plan”) and the remaining half of which will be paid in accordance with our regular payroll practices over six months following the date of termination. Mr. Rippert will also receive employee benefits through the date of termination, and his major medical insurance coverage benefits will continue for up to six months after the date of termination. Mr. Rippert will be entitled to the amounts described above (other than base salary and employee benefits through the date of termination) only if he has delivered a general release of claims and he does not breach the restrictive covenants set forth in the agreement.

If Mr. Rippert’s employment is terminated as a result of his resignation other than for good reason, he will continue to receive base salary and employee benefits through the date of termination, and we will make a cash lump sum payment to him equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for the year during which notice of termination is given, or (ii) the average of his actual annual bonus for the three years immediately preceding the year during which notice of termination is given), and (II) a pro-rated portion of the bonus amountrestricted shares are valued based on the ~~number~~closing price of ~~days elapsed in the calendar year through the date notice of termination is given, which payment shall be made~~our common shares on the ~~date that~~grant date.

2 The Value of Adjustment to Target Shares is ~~sixty days following~~calculated utilizing the ~~date~~December 31, 2023 closing stock price of ~~termination.~~Arch Capital, which was $74.27.

If Mr. Rippert’s employment is terminated by us for cause, as a result of his permanent disability or upon his death, Mr. Rippert (or his beneficiaries or estate, in the case of death) will continue to receive base salary and employee benefits through the date of termination. In the case of termination due to his permanent disability or death, he and/or his dependents will also receive major medical insurance coverage benefits for a period of up to twelve months after the date of termination.

Following any notice of termination, whether by us or Mr. Rippert, and until the date of termination, we may direct, in our sole and exclusive discretion, that Mr. Rippert perform no duties and exercise no powers or authorities in connection with his employment, resign from any office with us and not attend any of our premises. However, following any such direction, Mr. Rippert will continue to be required to comply with his other obligations under the agreement and will continue to have a duty of loyalty to us as an employee through the date of termination. This is referred to as a “garden leave” period.

Mr. Rippert has agreed that, during the employment period and for the period of one year after the date of termination, he will not participate in or render services for any business competing with our mortgage insurance businesses as such


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businesses exist or are in process as of the date of termination or any business that is materially competitive with the businesses that (I) are at the time in question being conducted by us with which he was involved to a material extent in the twelve months prior to termination of employment, or (II) were, during his employment, either being conducted by, or being actively developed by, us with which he was involved to a material extent in the twelve months prior to termination of his employment. However, if Mr. Rippert’s termination of employment occurs as a result of his resignation other than for good reason, the noncompetition period will continue beyond the date of termination only if (i) we pay Mr. Rippert, for each day during which the noncompetition period so continues, an amount equal to 1/365^th of the sum of (A) his annual base salary, plus (B) the bonus amount (as defined above), and (C) a pro-rated portion of his bonus amount based on the number of days elapsed in the calendar year through the date notice of termination is given; and (ii) he continues to receive his major medical insurance coverage for a period up to the end of the noncompetition period. Our obligation to make such payments and provide such benefits is contingent on Mr. Rippert’s delivery of a general release of claims and his compliance with the restrictive covenants. Mr. Rippert has also agreed that he will not, for a period of one year following termination, induce or attempt to induce any of our employees with whom he had material dealings to leave his or her position with us or induce any customer with whom he had material dealings to cease doing business with us. The lengths of the noncompetition period and the nonsolicitation period will be reduced by any period that Mr. Rippert is on garden leave, as described above.

In addition, in the event of a change in control, the agreement provides that any payments contingent on a change of control that would be subject to the excise tax imposed by Section 4999 of the Code will be reduced by an amount equal to the smallest amount possible such that no payment would be subject to such excise tax; provided that if, without any reduction in payments, the net amount retained by Mr. Rippert, after subtracting all taxes imposed thereon, would exceed the after-tax amount that would be retained by him after the reduction described above, then no reduction in payments will be made.

Reinsurance Unit Executive

Maamoun Rajeh

~~Under an employment agreement, Maamoun Rajeh serves as the~~ Chairman and Chief Executive Officer, ~~or our~~Arch Worldwide Reinsurance ~~Group. The terms of his employment provide for annual base salary of $650,000, which is subject to review annually for increase at~~Group

Strategic Goals

Mr. Rajeh’s strategic goals were based on reinsurance growth and profitability, strategic initiatives, leadership development, D&I and inclusion initiatives and enhancing the ~~discretion~~reinsurance group’s brand and reputation in the market. Under Mr. Rajeh’s direction of the ~~Board.~~Reinsurance group, they generated $9.1 billion in gross premium written, 31% more than in 2022, including a bottom line profit of $1.1 billion, a record for the group. The Compensation and Human Capital Committee also evaluated Mr. Rajeh’s role in strategic initiatives, including leading the development of a distribution strategy in the face of increased broker bargaining power and underwriting commoditization. Mr. Rajeh ~~is also eligible~~focused on leadership development, which continues to ~~participate in an annual bonus plan on terms set by the Board. The agreement provides that a target rate~~yield strong internal candidates for ~~his~~

annual cash bonus is 100% of his annual base salary. As described above, the Committee has increased Mr. Rajeh’s annual target bonus to 135%. Mr. Rajeh is eligible to participate in our share-based award plans in the discretion of our Board. Mr. Rajeh is also entitled to participate in employee benefits programs such as major medical, life insurance and disability insurance, annual tax return preparation and associated tax planning arrangements and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which includes housing expenses and automobile allowance.

Mr. Rajeh’s employment period under the employment agreement will end on the first to occur of the following: (a) the six month anniversary of our providing notice of termination without cause to him; (b) immediately upon our providing notice of termination for cause to him; (c) the six month anniversary of Mr. Rajeh providing notice of termination specifying his resignation with or without good reason (as defined in the employment agreement); (d) the fifth day following our providing notice of termination to him as a result of his permanent disability; and (e) the date of his death. The first of such dates is referred to as the “date of termination.”

The agreement provides that if the employment of Mr. Rajeh is terminated by us without cause or by him for good reason, he will be entitled to receive an amount equal to his annual base salary through the six month anniversary of the date of termination. In that event Mr. Rajeh will also receive an amount equal to the sum of (i) his target annual bonus plus (ii) a pro-rated portion of his target annual bonus based on the number of days elapsed in the calendar year through the date notice of termination is given, one half of which shall be paid in cash in a single lump sum on the date that is sixty days following the date of termination and the remaining half of which will be paid in accordance with our regular payroll practices over six months following the date of termination. Mr. Rajeh will also receive employee benefits through the date of termination, and his major medical insurance coverage benefits will continue for up to six months after the date of termination. Mr. Rajeh will be entitled to the amounts described above (other than base salary and employee benefits through the date of termination) only if he has delivered a general release of claims and he does not breach the restrictive covenants set forth in the agreement.

If Mr. Rajeh’s employment is terminated as a result of his resignation other than for good reason, he will continue to receive base salary and employee benefits through the date of termination, and we will make a cash lump sum payment to him equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for the year during which notice of termination is given, or (ii) the average of his actual annual bonus for the three years



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~~Table of Contents~~

immediately preceding the year during which notice of termination is given), and (II) a pro-rated portion of the bonus amount based on the number of days elapsed in the calendar year through the date notice of termination is given, which payment shall be made on the date that is sixty days following the date of termination.

If Mr. Rajeh’s employment is terminated by us for cause, as a result of his permanent disability or upon his death, Mr. Rajeh (or his beneficiaries or estate, in the case of death) will continue to receive base salary and employee benefits through the date of termination. In the case of termination due to his permanent disability or death, he and/or his dependents will also receive major medical insurance coverage benefits for a period of up to twelve months after the date of termination.

Following any notice of termination, whether by us or Mr. Rajeh, and until the date of termination, we may direct, in our sole and exclusive discretion, that Mr. Rajeh perform no duties and exercise no powers or authorities in connection with his employment, resign from any office with us and not attend any of our premises. However, following any such direction, Mr. Rajeh will continue to be required to comply with his other obligations under the agreement and will continue to have a duty of loyalty to us as an employee through the date of termination. This is referred to as a “garden leave” period.

~~Mr. Rajeh has agreed that, during the employment period~~key roles, including two newly promoted Chief Underwriting Officers (“CUOs”) and for the ~~period of one year after~~first time, the ~~date of termination , he will not participate~~reinsurance group has two women in ~~or render services for any business competing with our reinsurance businesses~~CUO roles. Mr. Rajeh increased his media engagement activities to promote the group’s message, which continues to establish the Company as such businesses exist or are in process as of the date of termination or any business that is materially competitive with the businesses that (I) are at the time in question being conducted by us with which he was involved to a ~~material extent~~thought leader and trendsetter in the twelve months prior to termination of employment, or (II) were, during his employment, either being conducted by, or being actively developed by, us with which he was involved to a material extent in the twelve months prior to termination of his employment. However, if industry.

Compensation Decisions

■ Base Salary

Mr. Rajeh’s termination of employment occurs as a result of his resignation other than for good reason, the noncompetition period will continue beyond the date of termination only if (i) we pay Mr. Rajeh, for each day during which the noncompetition period so continues, an amount equal to 1/365^th ~~of the sum of (A) his annual~~ base salary ~~plus (B)~~was increased to $780,000 from $725,000 in January 2023 following our annual benchmarking review, company growth and continued high performance. For 2024 compensation decisions, Mr. Rajeh’s base salary was increased to $850,000 from $780,000 following our annual benchmarking review, effective January 1, 2024.

■ Short-Term Cash Incentive

The Compensation and Human Capital Committee reviewed Mr. Rajeh’s performance against his strategic goals, which resulted in a payout factor of 200% on the ~~bonus amount (as defined above), and (C) a pro-rated~~ portion of his bonus ~~amount~~that was based on strategic performance.

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

181.6%

50%

90.8%

991,500

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190.8%

$2,083,500

■Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■2021 Perfor-mance Share Cycle Vesting

The starting TBVPS for the ~~calendar year through the date notice of termination is given; and (ii) he continues to receive his major medical insurance coverage for a period up to~~2021 grants was $28.63. At the end of 2023, TBVPS grew to $44.99, a 16.26% annualized increase over the ~~noncompetition period. Our obligation to make such payments and provide such benefits is contingent~~performance period, resulting in a payout percentage of 200%, based on ~~Mr. Rajeh’s delivery of a general release of claims and his~~

~~compliance with~~TBVPS growth. Based on Arch Capital’s TSR over the ~~restrictive covenants. Mr. Rajeh has also agreed that he will not, for a~~three-year performance period of ~~one year following termination, induce or attempt to induce any~~122.9%, which placed it in the 100th percentile of our ~~employees with whom he had material dealings to leave his or her position with us or induce any customer with whom he had material dealings to cease doing business with us. The lengths of~~Performance Peer Group, the ~~noncompetition period~~resulting TSR multiplier was 125.0%, and the ~~nonsolicitation period will be reduced by any period that Mr. Rajeh is on garden leave, as described above.~~overall payout factor was calculated at 200.0%, which was the maximum payout.

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

~~In addition,~~1 The total long-term incentive value provided in the event of a change in control, the agreement provides that any payments contingent on a change of control that would be subject to the excise tax imposed by Section 4999 of the Code will be reduced by an amount equal to the smallest amount possible such that no payment would be subject to such excise tax; provided that if, without any reduction in payments, the net amount retained by Mr. Rajeh, after subtracting all taxes imposed thereon, would exceed the after-tax amount that would be retained by him after the reduction describedsummary above ~~then no reduction in payments will be made.~~

~~Share-Based Award Agreements~~

~~Our long-term incentive~~for performance share ~~award plans provide for~~awards differs from the grant to eligible employees and directors of stock options, SARs, restricted shares, restricted share units payable in common shares or cash, share awards in lieu of cash awards, dividend equivalents, performance shares and performance units and other share-based awards.

To date ~~the Company has provided grants~~fair value reported in the ~~form of stock options, SARs, restricted common shares~~“202 3 Summary Compensation” and restricted common share units. Share-based awards granted to employees vest over a prescribed period, motivating executives to remain with us and sustain high corporate performance in order to increase the value of such awards. Our share-based awards typically provide for vesting over three years. The May 2017 annual grants outlined in the “~~2017~~202 3 Grants of Plan-Based Awards” ~~table will vest over a three-year period, which~~ Tables. The values in the Company believes is consistent with the Company’s objectives to retain management and to align further the interests of management and the Company’s shareholders. Options and SARs awarded to executives are granted atsummary above were based on the closing price of ~~the~~our shares on the grant date and the target number of ~~grant~~shares. The values in the “202 3 Summary Compensation” and ~~subject to the award agreements, will expire 10 years from~~“202 3 Grants of Plan-Based Awards” Tables were computed at the grant date. In the event that an employee’s employment terminates due to his/her death or permanent disability, unvested awards would generally vest, and the employee or his/her estate may exercise the options and SARs for a period of three years. In the event that an employee’s employment is terminated by the Company for cause, all unvested restricted shares would be forfeited and all unvested and vested and unexercised options and SARs would be



65	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

forfeited. In the event that an employee’s employment terminates (other than for cause) after retirement age, unvested awards would continue to vest on the schedule set forth in the applicable agreement so long as the employee does not engage in a competitive activity. If the employee does engage in a competitive activity, then any unvested awards would be forfeited and the holder would have a reduced period in which to exercise vested options and SARs.



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~~Table of Contents~~

~~AUDIT MATTERS~~

~~Report of the Audit Committee of the Board~~

The audit committee assists the Board in monitoring (1) the integrity of our financial statements, (2) the qualifications and independence of the independent registered public accounting firm, (3) the performance of our internal audit function and independent registered public accounting firm and (4) the compliance by the Company with legal and regulatory requirements.

~~It is not the responsibility of the audit committee to plan or conduct audits or to determine that Arch Capital’s financial statements are in all material respects complete and accurate and~~date in accordance with ~~U.S. generally accepted accounting principles (“GAAP”). The financial statements~~ASC Topic 718. Stock options are valued on the ~~responsibility of the Company’s management. The Company’s independent public registered accounting firm is responsible for expressing an opinion on these financial statements~~grant date based on ~~their audit. It~~the Black-Scholes option pricing methodology (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) and restricted shares are valued based on the closing price of our common shares on the grant date.

2 The Value of Adjustment to Target Shares is ~~also not~~calculated utilizing the responsibility of the audit committee to assure compliance with laws and regulations or with any codes or standards of conduct or related policies adopted by Arch Capital from time to time which seek to ensure that the businessDecember 31, 2023 closing stock price of Arch Capital, ~~is conducted in an ethical and legal manner.~~which was $74.27.

~~The audit committee has reviewed and discussed the consolidated financial statements~~


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Mortgage Unit Executive

David E. Gansberg

Chief Executive Officer, Global Mortgage Group

Strategic Goals

Compensation Decisions

■ Base Salary

■ Short-Term Cash Incentive

2023 STI Metric

Payout Factor

x Weighting

= Adjusted Weighting

x Target Bonus

= Bonus Payout (Max 2x)

Financial Performance—Group

200%

20%

40%

$1,092,000

$436,800

Financial Performance—Segment1

179.2%

50%

90%

978,481

Strategic Performance

200%

30%

60%

655,200

TOTAL

100%

190%

$2,070,481

■ Long-Term Incentive

Performance Shares

Stock Options

Time-Based
Restricted Shares

Grant
Date

Number of Shares

Value1

Number of Options

Value1

Number of Shares

Value1

Total

Feb. 24, 2023

14,273

$987,263

19,121

$448,808

5,190

$358,992

$1,795,063

■ 2021 Perfor-mance Share Cycle Vesting

2021 Grant (Target)

Approved Payout Factor

Total Vested

Adjustment to Target Shares Awarded

Value of Adjustment to Target Shares at 12/31/20232

22,264

200.0%

44,528

22,264

$1,653,547

2 The Value of Adjustment to Target Shares is calculated utilizing the December 31, 2023 closing stock price of Arch Capital, which was $74.27.


53			\| 2024 PROXY STATEMENT

2024 Long-Term Incentive Awards


Name	2024 Target (% of Base Salary)	February 2024 Annual Cycle Grants1
Marc Grandisson2	560%	$7,280,000
François Morin2	230%	$1,840,000
Nicolas Papadopoulo2	380%	$3,420,000
Maamoun Rajeh2	300%	$2,550,000
David E. Gansberg2	300%	$2,550,000

Additional Compensation Policies and Practices

Clawback Policy

The Company has a clawback policy covering all executive officers, including the CEO. This policy provides that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation and Human Capital Committee will review all cash and equity incentive-based

compensation that was paid to current or former executive officers during the three-year period preceding the required restatement. If any such incentive-based compensation would have been lower as a result of the restated financial results, the Compensation and Human Capital Committee would seek the reimbursement of the incremental portion of the incentive-based compensation in excess of the compensation that would have been paid based on the restated financial results. This policy is to be interpreted in accordance with the applicable rules of Nasdaq (or other securities exchange on which our common shares are listed from time to time).

No Excise Tax Gross-Ups

The Company does not provide excise tax gross-up payments to any of its executives in connection with change in control payments.

No Tax Gross-Ups

The Company does not include tax gross-up provisions in employment agreements and does not provide tax gross-ups to our executive officers.

Share Ownership Guidelines

In an effort to further align the interests of the senior management team with the interests of shareholders, the Company has share ownership guidelines that require these executives to maintain designated levels of ownership of the common shares of Arch Capital. Specifically, these guidelines require common share ownership levels as follows: (1) CEO of Arch Capital—six times base salary; and (2) NEOs and other executives who file reports under Section 16 of the Exchange Act—four times base salary. Each executive has five years to comply with the guidelines. Unvested restricted shares and shares subject to unvested restricted share units which, in either case, vest solely based on time and continued employment will be counted toward the target ownership level. Unvested performance restricted shares and shares subject to unvested performance restricted share units will be counted toward the target ownership level to the extent, if any, that the performance targets would have been achieved based on performance through the last completed calendar year of the applicable performance period (as determined by the Company). Shares subject to stock options, SARs and unvested performance awards (except as set forth above in the case of unvested performance restricted shares and shares subject to unvested performance restricted share units) do not count toward the requirement.

As of December 31, 2023, all our NEOs had satisfied their ownership requirements.


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See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share ownership guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital.

Share Holding Requirements for Executives

To ensure each of our senior executives meets our share ownership guidelines, the Company requires that each senior executive retain 50% of the net profit shares received from Company equity awards until the executive meets target ownership levels. Net profit shares are the shares remaining after payment of the exercise price of an option and taxes owed on exercise of options or SARs, vesting of restricted stock or vesting and payout under restricted stock units and performance shares. See also “Director Compensation—Matters Relating to Director Share Ownership” for a description of share retention guidelines that require our non-employee directors to maintain designated levels of ownership of common shares of Arch Capital.

No Hedging Permitted

As part of our Code of Business Conduct, our officers, directors and other employees are not permitted to engage in hedging activities with respect to Arch Capital’s common shares or any other publicly-traded equity or debt securities issued by Arch Capital or any of its subsidiaries. Specifically, they may not engage in short sales, purchase or sale of financial instruments or derivatives, including puts and calls, that hedge or offset any change in the market value of such securities. In addition, our officers, directors and other employees may not otherwise engage in transactions that are designed to, or have, the same effect.

Limits on Pledging

Our Code of Business Conduct discourages the pledging of our common shares as collateral for loans and includes limitations.

▪In no event may any executive officer or director of the Company pledge an amount of common shares in respect of a loan that exceeds the lesser of 30% of the common shares beneficially owned by the individual (as reported or would be reported in our Proxy Statement) or 0.5% of the then outstanding common shares of Arch Capital; and

▪any securities pledged would not count toward satisfying any required ownership level of securities under relevant share retention guidelines.

Double-Trigger Change in Control Provision

The equity-based compensation award agreements for the NEOs provide that, in the event the officer’s employment is terminated by the Company other than for cause, or by the officer for good reason, within two years following the consummation of a change in control in which the awards are assumed by the acquirer, unvested awards would immediately vest, and the options and SARs would have a remaining term of 90 days from termination.

Options and SARs

Our plans do not permit granting of stock options or SARs at an exercise price below the closing price on the grant date and also do not allow for repricing or reducing the exercise price of a stock option or SAR. We also do not allow out-of-the-money options or SARs to be exchanged for cash or other property.

Procedures Regarding Share-Based Compensation

The Compensation and Human Capital Committee, or a subcommittee comprised of at least two of its members, approves all grants of share-based compensation to the NEOs and other executives who file reports under Section 16 of the Exchange Act, and these awards have generally also been ratified by the full Board.

The grant date for annual grants of share-based compensation is determined on the dates of regularly scheduled meetings of the full Board to provide assurance that grant timing is not being manipulated for employee gain. Generally, awards are granted to the NEOs as part of the annual process, which encompassed 939 employees worldwide for awards granted in 2023. We may grant a small percentage of awards at other times throughout the year on the date of regularly scheduled meetings of the Compensation and Human Capital Committee or the full Board in connection with hiring or the promotion of an executive or special retention circumstances. In the case of new hires, the awards have grant dates corresponding to the employment start date for the new hire.

Retirement and Benefit Plans

Our NEOs participate in retirement and benefit plans provided to other employees. The benefit plans include medical coverage and life and disability insurance. Our health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive healthcare and other benefits. Defined contribution retirement plans are provided for all employees according to local market practice. Retirement plans help employees save and prepare for retirement. In addition, the Company maintains an Executive Supplemental Non-Qualified Savings and Retirement Plan


55			\| 2024 PROXY STATEMENT

covering our U.S.-based senior executives which is described under “202 3 Non-Qualified Deferred Compensation.” Our NEOs who are Bermuda-based are not permitted to participate in the non-qualified defined contribution retirement plan due to applicable United States income tax rules. In lieu of pension and matching contributions through the non-qualified plan, we have provided comparable benefits in the form of current cash payments, which are included in the “202 3 Summary Compensation Table” in the “All Other Compensation” column.

Other Personal Benefits

The Company provides our NEOs who are based in Bermuda with perquisites and other benefits that the Company and Compensation and Human Capital Committee believe are reasonable and consistent with market practice in Bermuda to better enable the Company to attract and retain key employees. Such amounts have been included in the “202 3 Summary Compensation Table” in the “All Other Compensation” column and discussed in Footnote 5 of the “202 3 Summary Compensation Table.”

Tax Considerations

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally limits the deductible amount of annual compensation paid to a “covered employee” (i.e., the chief executive officer, chief financial officer and certain other current or former executive officers) to no more than $1,000,000 each. Since Arch Capital will not generally be subject to United States income tax, any limitation on deductibility will not directly apply to it. However, any applicable limitation would apply to a United States subsidiary of Arch Capital if it employs a covered employee. The Compensation and Human Capital Committee believes that its primary responsibility is to provide a compensation program that will attract, retain and reward the executive talent necessary to our success. Consequently, the Compensation and Human Capital Committee recognizes that the loss of a tax deduction could be necessary or advisable in some circumstances due to the restrictions of Section 162(m).

Report of the Compensation and Human Capital Committee on the Compensation Discussion and Analysis

The Compensation and Human Capital Committee reviewed and discussed the “Compensation Discussion and Analysis” section included in this Proxy Statement with management. Based on such review and discussion, the Compensation and Human Capital Committee recommended to the Board that the “Compensation Discussion and Analysis” section be included in the 2023 Annual Report and this Proxy Statement for filing with the SEC.



						COMPENSATION AND HUMAN CAPITAL COMMITTEE Moira Kilcoyne (Chair) (as of ~~Arch Capital and its subsidiaries set forth in Item 8 of our Annual Report on Form 10-K for the year ended~~ December 31, ~~2017 (“2017 Annual Report”), management’s annual assessment~~2023) Eric W. Doppstadt Francis Ebong Louis J. Paglia Brian S. Posner (as of the effectiveness of Arch Capital’s internal control over financial reporting and PricewaterhouseCoopers LLP’s opinion on the effectiveness of internal control over financial reporting, with management of Arch Capital and PricewaterhouseCoopers LLP, independent registered public accounting firm for Arch Capital. The audit committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with the audit committee. The audit committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP their independence. Based on the review and discussions with management of Arch Capital and PricewaterhouseCoopers LLP referred to above and other matters the audit committee deemed relevant and appropriate, the audit committee has recommended to the Board that Arch Capital publish the consolidated financial statements of Arch Capital and its subsidiaries for the year ended December 31, ~~2017~~2023) Eugene S. Sunshine


			2024 PROXY STATEMENT \|			56

Executive Compensation Tables

The following tables, narrative and footnotes discuss the compensation of the (i) CEO, (ii) CFO and (iii) the three other most highly compensated executive officers during 2023. These individuals are referred to as the NEOs.

2023 Summary Compensation Table


Name and Principal Position	Year	Salary ($)(1)	Annual Bonus ($)		Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Marc Grandisson	2023	1,225,000	—		4,972,757	1,578,304	4,900,000		426,191		13,102,252
Chief Executive Officer and Class III Director, Arch Capital	2022	1,225,000	—		4,285,510	1,378,188	4,745,700		467,241		12,101,639
	2021	1,000,000	—		3,482,784	1,125,018	3,300,000		428,211		9,336,013
François Morin	2023	750,000	—		1,358,907	431,298	2,100,000	(6)	316,372		4,956,577
Executive Vice President, Chief Financial Officer and Treasurer, Arch Capital	2022	675,000	—		1,049,474	337,509	1,822,500	(6)	326,227		4,210,710
	2021	675,000	—		1,044,861	337,504	1,822,500	(6)	298,034		4,177,899
Nicolas Papadopoulo	2023	850,000	—		2,312,048	733,829	2,805,000		441,658	(7)	7,142,535
President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group	2022	800,000	—		1,865,812	600,026	2,256,500		433,889	(7)	5,956,227
	2021	800,000	—		1,857,478	600,008	2,192,600		450,812	(7)	5,900,898
Maamoun Rajeh	2023	780,000			1,414,052	448,808	2,083,500	(9)	546,343		5,272,703
Chairman and Chief Executive Officer, Arch Worldwide Reinsurance Group	2022	725,000			1,127,234	362,510	1,431,400		547,379		4,193,523
	2021	725,000	3,600,451	(8)	1,122,227	362,506	1,548,400		560,148		7,918,732
David E. Gansberg	2023	780,000	97,219	(10)	1,414,052	448,808	2,070,481		198,934	(7)	5,009,494
Chief Executive Officer, Global Mortgage Group, Arch Capital	2022	725,000	266,321	(10)	1,127,234	362,510	1,608,079		184,139	(7)	4,273,283
	2021	725,000	398,000	(10)	1,122,227	362,506	1,513,200		110,671	(7)	4,231,604

(1)The amount in the “Salary” column represents the base salary earned by each of the NEOs in the applicable year.

(2)The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of stock awards determined pursuant to ASC Topic 718, using the assumptions set forth in the notes accompanying our financial statements. See note 22, “Share-Based Compensation,” on pages 164-167 of the notes accompanying our consolidated financial statements included in our 2023 Annual Report. The amounts for 2023 include the grant date fair value of the annual performance shares based upon the probable outcome of the performance conditions as of the grant date. Performance shares, which pay in shares of Arch Capital will vest based upon growth in TBVPS over a three-year period. In addition, the performance shares are subject to a TSR modifier. The relative TSR modifier will reduce or increase the amount of shares earned by 25% if TSR over the three-year performance period relative to our Performance Peer Group falls outside of a defined range. See “Elements of Compensation Program—202 3 Long-Term Incentive Plan” for more information about the relative TSR modifier. Assuming the highest level of performance is achieved for the 2023 award, the grant date fair value of the performance shares would be Mr. Grandisson—$7,420,533; Mr. Morin—$2,027,773; Mr. Papadopoulo—$3,450,142;

Mr. Rajeh—$2,110,120; and Mr. Gansberg—$2,110,120.

(3)The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of awards computed in accordance with ASC Topic 718. We have computed the estimated grant date fair values of share-based compensation related to stock options using the Black-Scholes option valuation model (refer to “Elements of Compensation Program—Long-Term Incentive Plan”) having applied the assumptions set forth in the notes accompanying our financial statements. See note 22, “Share-Based Compensation,” on pages 164-167 of the notes accompanying our consolidated financial statements included in our 2023 Annual Report.

(4)The amounts reported in the “Non-Equity Incentive Plan Compensation” column for 2023 reflect the amounts earned by each NEO under the annual performance incentive plan for 2023.


57			\| 2024 PROXY STATEMENT

(5)The table below describes the incremental cost to the Company of other benefits provided to our NEOs, which are included in the “All Other Compensation” column. The table below provides the details of all other compensation required by SEC rules to be separately quantified for 2023.


Name	Housing Allowance (Bermuda)($)	Retirement Plans ($)(a)	Social Insurance ($)(b)	Other ($)(c)
Marc Grandisson	224,778	149,775	1,868	—
François Morin	85,745	100,740	1,868	75,000
Nicolas Papadopoulo	222,548	95,400	1,868	—
Maamoun Rajeh	209,396	105,090	1,868	140,000
David E. Gansberg	—	84,840	—	67,778

(a)Represents contributions to our defined contribution plans and also includes a payment of an amount equal to the pension and matching contributions set forth in the non-qualified deferred compensation plan which, due to applicable tax laws, was made outside the plan.

(b)Represents employer payment of employee portion of Bermuda social insurance.

(c)The amounts for Messrs. Morin and Rajeh represent an expatriate expense allowance for employees situated in Bermuda. The amount for Mr. Gansberg represents tuition reimbursement.

In addition, the “All Other Compensation” column also includes the following other benefits, none of which individually exceeded the greater of $25,000 or 10% of the total amount of these benefits.

Marc Grandisson

François Morin

Nicolas Papadopoulo

Maamoun Rajeh

David E. Gansberg

Automobile Allowance

Cell Allowance

Club Dues

Family Travel

Life Insurance and LTD

Fees for Children Schooling

Tax Preparation Services

(6)Mr. Morin elected to receive 20% of his 2023 approved short-term incentive payment in the form of stock options under elections provided by the Company for Bermuda-based employees. Pursuant to that election, on February 27, 2024 Mr. Morin was awarded 13,672 stock options with a Black-Scholes value equal to $420,000. Such stock options awarded are fully vested and will expire 10 years from the date of grant. Mr. Morin also elected to receive 10% of his 2022 approved short-term incentive payment in the form of stock options under elections provided by the Company for Bermuda-based employees. Pursuant to that election, on February 24, 2023, Mr. Morin was awarded 7,765 stock options with a Black-Scholes value equal to $180,250. Such stock options awarded are fully vested and will expire 10 years from the date of grant. Mr. Morin also elected to receive 25% of his 2021 approved short-term incentive payment in the form of stock options under elections provided by the Company for Bermuda-based employees. Pursuant to that election, on February 25, 2022, Mr. Morin was awarded 34,698 stock options with a Black-Scholes value equal to $455,622. Such stock options awarded are fully vested and will expire 10 years from the date of grant.

(7)For 2023, includes $43,081 for Mr. Papadopoulo and $45,291 for Mr. Gansberg received from a company in which Arch has invested for serving on the board of directors of that company at the request of Arch. Such amounts were paid in Euros and converted to U.S. dollars using the 2023 year-end exchange rate of 1.10465. For the 2022 year, amounts include $41,263 Mr. Papadopoulo and $43,757 Mr. Gansberg received for aforementioned 2022 director fees. Such amounts were paid in Euros and converted to U.S. dollars using the 2022 year-end exchange rate of 1.06725. For the 2021 year, amounts include $40,939 Mr. Papadopoulo and $31,179 Mr. Gansberg received for aforementioned 2021 director fees. Such amounts were paid in Euros and converted to U.S. dollars using the 2021 year-end exchange rate of 1.13720.

(8)Mr. Rajeh participated under the formula approach of our Bermuda Incentive Compensation Plan (“Formula Approach”) for underwriting years through 2017, which provides for payments over a development period of up to 10 years. The 2021 bonus payment for Mr. Rajeh represents payment in full under the Formula Approach for all prior underwriting years, as determined by the Compensation and Human Capital Committee. No additional payments will be payable to Mr. Rajeh under the Formula Approach.

(9)Mr. Rajeh elected to receive 20% of his 2023 approved short-term incentive payment in the form of stock options under elections provided by the Company for Bermuda-based employees. Pursuant to that election, on February 27, 2024, Mr. Rajeh was awarded 13,565 stock options with a Black-Scholes value equal to $416,700. Such stock options awarded are fully vested and will expire 10 years from the date of grant.

(10)The 2021, 2022 and 2023 bonus payments for Mr. Gansberg represent payments under the Formula Approach for prior underwriting years.


			2024 PROXY STATEMENT \|			58

2023

Grants of Plan-Based Awards

The following table provides information concerning grants of share-based awards made to our NEOs in fiscal year 2023:


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(2)			Estimated Future Payouts Under Equity Incentive Plan Awards ($)(3)			All Other Stock Awards: Number of Shares of Stock or Units (#)(4)	All Other Option Awards: Number of Securities Underlying Options (#)(5)	Exercise or Base Price of Option Awards ($/Sh)(5)	Grant Date Fair Value of Stock and Option Awards ($)(6)
Name	Grant Date (1)	Threshold	Target	Maximum	Threshold	Target	Maximum
Marc Grandisson	2/24/2023				25,097	50,193	100,386			73.92	3,710,267
	2/24/2023							18,252		69.17	1,262,491
	2/24/2023								67,242	69.17	1,578,304

	NA	490,000	2,450,000	4,900,000
François Morin (7)	2/24/2023				6,858	13,716	27,432			73.92	1,013,887
	2/24/2023							4,988		69.17	345,020
	2/24/2023								18,375	69.17	431,298

	NA	210,000	1,050,000	2,100,000
Nicolas Papadopoulo	2/24/2023				11,669	23,337	46,674			73.92	1,725,071
	2/24/2023							8,486		69.17	586,977
	2/24/2023								31,264	69.17	733,829

	NA	280,500	1,402,500	2,805,000
Maamoun Rajeh (7)	2/24/2023				7,137	14,273	28,546			73.92	1,055,060
	2/24/2023							5,190		69.17	358,992
	2/24/2023								19,121	69.17	448,808

	NA	218,400	1,092,000	2,184,000
David E. Gansberg	2/24/2023				7,137	14,273	28,546			73.92	1,055,060
	2/24/2023							5,190		69.17	358,992
	2/24/2023								19,121	69.17	448,808

	NA	218,400	1,092,000	2,184,000

(1)All share-based grants indicated above were awarded either under the 2022 Long-Term Incentive and Share Award Plan or the 2015 Long-Term Incentive and Share Award Plan.

(2)The amounts represent the possible payouts under our annual incentive compensation plan. The amount reported in the “Target” column represents the annual target incentive bonus opportunity for each executive. The amounts reported in the “Threshold” and “Maximum” columns in the table represent the amounts determined pursuant to the annual incentive compensation plan. Actual payments under these awards were determined in February 2024, were paid in March 2024, and are included in the “Non-Equity Incentive Plan Compensation” column of the “202 3 Summary Compensation Table.”

(3)The awards represent performance shares granted in February 2023. The amounts reported in the “Threshold,” “Target” and “Maximum” columns represent the number of performance shares awarded subject to performance vesting conditions. The performance period for the awards

is from January 1, 2023 to December 31, 2025. The awards are subject to an additional time vesting period through March 4, 2026 and a relative TSR modifier. Refer to “Elements of Compensation Program—202 3 Long-Term Incentive Awards.” The grant date fair value is included in the “Stock Awards” column of the “202 3 Summary Compensation Table.”

(4)The awards represent restricted shares granted in February 2023. The restricted shares will vest ratably over a three-year period.

(5)The awards represent stock options granted in February 2023. All of the stock options reported in the table have a maximum term of 10 years from the grant date and vest ratably over a three-year period. The exercise price of stock options is the closing price of our common shares on the respective grant date.


59			\| 2024 PROXY STATEMENT

(6)The amounts shown in this column represent the grant date fair value of the underlying award computed in accordance with accounting guidance governing share-based compensation arrangements as discussed in note 22, “Share-Based Compensation,” on pages 164-167 of the notes accompanying our consolidated financial statements included in our 2023 Annual Report. The grant date fair value of the performance share awards was based upon the probable outcome of the performance conditions as of the grant date.

(7)Messrs. Morin and Rajeh both elected to receive 20% of their approved cash bonus for 2023 in the form of stock options under an election provided by the Company for Bermuda-based employees. On February 27, 2024, Mr. Morin was awarded 13,672 stock options with a Black-Scholes value equal to $420,000 and Mr. Rajeh was awarded 13,565 stock options with a Black-Scholes value equal to $416,700. The stock options are all fully vested and will expire 10 years from the date of grant. The Black-Scholes value of these stock options is reflected in the “202 3 Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column for 2023, but the options had an intrinsic value of zero on the grant date.

Outstanding Equity Awards at 2023Fiscal Year-End

The following table provides information concerning unexercised options and stock that has not vested for each NEO outstanding as of December 31, 2023:


	Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Marc Grandisson	43,890	—	20.84		5/13/2025	180,255	13,387,539	227,936	16,928,807
	34,830	—	23.90		5/13/2026
	69,600	—	32.09		5/8/2027
	616,284	—	26.79		4/9/2028
	133,821	—	26.55		5/11/2028
	142,225	—	32.67		2/28/2029
	138,046	—	42.42		2/27/2030
	81,543	40,711	35.82		2/26/2031
	35,055	69,901	47.54		2/25/2032
	—	67,242	69.17		2/24/2033
François Morin	6,000	—	19.09		5/13/2024	52,740	3,917,000	58,668	4,357,272
	4,599	—	19.43		12/4/2024
	11,460	—	20.84		5/13/2025
	12,630	—	23.90		5/13/2026
	11,010	—	32.09		5/8/2027
	31,224	—	26.55		5/11/2028
	27,534	—	29.13		7/24/2028
	39,507	—	32.67		2/28/2029
	38,346	—	42.42		2/27/2030
	38,309	—	42.42		2/27/2030
	24,462	12,214	35.82		2/26/2031
	8,584	17,119	47.54		2/25/2032
	34,698	—	47.54		2/25/2032
	7,765	—	69.17		2/24/2033
	—	18,375	69.17		2/24/2033


			2024 PROXY STATEMENT \|			60


	Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Nicolas Papadopoulo	9,213	—	20.84		5/13/2025	93,376	6,935,036	102,206	7,590,840
	21,930	—	23.90		5/13/2026
	22,050	—	32.09		5/8/2027
	150,000	—	32.13		9/19/2027
	44,607	—	26.55		5/11/2028
	47,408	—	32.67		2/28/2029
	46,015	—	42.42		2/27/2030
	43,489	21,713	35.82		2/26/2031
	15,262	30,433	47.54		2/25/2032
	—	31,264	69.17		2/24/2033
Maamoun Rajeh	15,930	—	32.09		5/8/2027	56,477	4,194,547	62,096	4,611,870
	31,500	—	32.13		9/19/2027
	38,661	—	26.55		5/11/2028
	41,087	—	32.67		2/28/2029
	39,880	—	42.42		2/27/2030
	63,308	—	35.82		2/26/2031
	26,275	13,118	35.82		2/26/2031
	9,220	18,387	47.54		2/25/2032
	—	19,121	69.17		2/24/2033
David E. Gansberg	10,770	—	23.90		5/13/2026	56,477	4,194,547	62,096	4,611,870
	15,090	—	32.09		5/8/2027
	15,822	—	26.55		5/11/2028
	15,929	—	32.67		2/28/2029
	8,972	—	41.43		10/1/2029
	39,880	—	42.42		2/27/2030
	26,275	13,118	35.82		2/26/2031
	9,220	18,387	47.54		2/25/2032
	—	19,121	69.17		2/24/2033

(1)Each of the above stock options and SARs, as applicable, vest in three equal annual installments commencing on the first anniversary of the grant date, except for the awards granted on October 1, 2019, to Mr. Gansberg, under which one-third of such award vested on each of the first anniversary of the grant date, February 28, 2021, and February 28, 2022, the 38,309 award to Mr. Morin on February 27, 2020, as part of his 2019 bonus that he elected to receive in options, which vested on the grant date, the 34,698 award to Mr. Morin on February 25, 2022, as part of his 2021 bonus that he elected to receive in options, which vested on grant date, the 7,765 award to Mr. Morin on February 24, 2023, as part of his 2022 bonus that he elected to receive in options, which vested on the grant date and the 63,308 award to Mr. Rajeh on February 26, 2021, as part of his 2020 bonus that he elected to receive in options, which vested on the grant date. All of the options and SARs will expire 10 years from the grant date, subject to the terms of the award agreements.

(2)The above includes restricted share or unit awards which vest in three equal annual installments commencing on the first anniversary of the grant date. The above also includes 2021 performance shares earned for the performance period ended on December 31, 2023, that vested on March 4, 2024, as discussed in “2023 Compensation Decisions for NEOs—2021 Performance Shares Plan Payout.”

(3)Market value of the restricted share or unit awards and the 2021 performance shares earned is based on the closing price of our common shares on December 31, 2023, which was $74.27.

(4)Reflects performance shares at the maximum performance that were granted in 2022 and 2023, which have a performance period of January 1, 2022 through December 31, 2024 and January 1, 2023 through December 31, 2025, respectively.


61			\| 2024 PROXY STATEMENT

2023 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during fiscal year 2023 for the NEOs:


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($)
Marc Grandisson	—	—		67,286	4,541,536
François Morin	10,680	524,805		18,621	1,256,728
Nicolas Papadopoulo	—	—		24,892	1,684,234
Maamoun Rajeh	35,940	1,936,337		19,516	1,317,384
David E. Gansberg	13,560	882,824		19,516	1,317,384

(1)Includes the 2020 Performance Shares that cliff-vested in 2023 with a performance factor of 75.6%.

2023 Non-Qualified Deferred Compensation


Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(2)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/Distributions ($)	Aggregate Balance at Last FYE ($)(3)
Marc Grandisson	—	—	—	—	—
François Morin	—	—	—	—	—
Nicolas Papadopoulo	—	—	—	—	—
Maamoun Rajeh	—	—	—	—	—
David E. Gansberg	37,613	45,000	418,377	—	1,504,864

(1)The amount deferred for Mr. Gansberg was also reported in the “202 3 Summary Compensation Table” in the “Salary” column for 2023.

(2)The contribution by the Company was also reported in the “202 3 Summary Compensation Table” for fiscal year 2023 in the “All Other Compensation” column.

(3)Includes the following amount which we also included in the “202 3 Summary Compensation Table” for fiscal year 2023 and prior years for
Mr. Gansberg—$82,613.


			2024 PROXY STATEMENT \|			62

The Company maintains an Executive Supplemental Non-Qualified Savings and Retirement Plan. Under this plan, participants may defer eligible base salary in excess of the compensation limit imposed by the Internal Revenue Code (“Excess Compensation”) (for 2023, base salary in excess of $330,000) and, with respect to the eligible NEOs, the Company provides matching contributions on these deferrals in amounts equal to 100% of the first 3% of salary contributed to the plan and 50% of the next 3% of salary contributed to the plan. The Company also makes pension-like contributions on behalf of the eligible NEOs in an amount equal to 10% of Excess Compensation. In addition, the eligible NEOs may defer up to 100% of annual bonus paid each year and these bonus deferral contributions are not eligible for matching contributions by the Company. Until distribution, the contributions and any earnings are held in an irrevocable trust known as a “rabbi trust” by an independent trustee, and the trust assets remain subject to the Company’s creditors in the event of insolvency or bankruptcy. The participants may elect to have their contributions under the plan deemed to be invested among certain permissible mutual fund options. The plan provides that, as soon as practicable following retirement, death or other termination of employment, but subject to any delay required by the Internal Revenue Code, all benefits under the plan will be distributed either in a single lump sum in cash or, if elected, in installments over a period not to exceed 10 years.

Section 457A of the Internal Revenue Code generally prohibits U.S. taxpayers from deferring U.S. income tax on compensation attributable to services performed for certain Bermuda-based employers. As a result, certain employees of Arch Capital and Arch Re Bermuda, including Messrs. Grandisson, Morin, Papadopoulo and Rajeh are not permitted to participate in the Executive Supplemental Non-Qualified Savings and Retirement Plan. In lieu of pension and matching contributions that would otherwise be provided to these executives through the non-qualified plan, we have provided comparable benefits to them in the form of current cash payments, subject to tax. Such cash payments have been included in the “202 3 Summary Compensation Table” in the “All Other Compensation” column for fiscal years 2023, 2022 and 2021.


63			\| 2024 PROXY STATEMENT

Termination Scenarios—Potential Payments

The following table provides quantitative disclosures of the estimated payments and benefits that each NEO would have been entitled to receive in the event an NEO separated from service with the Company under the various circumstances presented and such termination was effective as of December 31, 2023. Please refer to the descriptions of our employment agreements and share-based award agreements, which outline these potential payments and benefits (see “Employment Arrangements”).


Name	Without Good Reason ($)(1)(2)	For Cause ($)	Death ($)(3)	Disability ($)(4)	Without Cause or For Good Reason (as applicable) ($)	Without Cause or For Good Reason (as applicable) following a Change in Control ($)
Marc Grandisson
Cash Severance (5)	—	—	6,350,000	—	8,575,000	8,575,000
Accelerated Vesting of Share-Based Awards (6)	—	—	20,496,982	20,496,982	—	20,496,982
Health & Welfare (7)	—	—	34,843	34,843	34,843	34,843
Total	—	—	26,881,825	20,531,825	8,609,843	29,106,825
François Morin
Cash Severance (8)	—	—	—	—	2,325,000	2,325,000
Accelerated Vesting of Share-Based Awards (6)	—	—	5,577,025	5,577,025	—	5,577,025
Health & Welfare (7)	—	—	34,282	34,282	34,282	34,282
Total	—	—	5,611,307	5,611,307	2,359,282	7,936,307
Nicolas Papadopoulo
Cash Severance (8)	—	—	—	—	2,953,750	2,953,750
Accelerated Vesting of Share-Based Awards (6)	—	—	9,801,317	9,801,317	—	9,801,317
Health & Welfare (7)	—	—	34,843	34,843	34,843	34,843
Total	—	—	9,836,160	9,836,160	2,988,593	12,789,910
Maamoun Rajeh
Cash Severance (8)	—	—	—	—	2,418,000	2,418,000
Accelerated Vesting of Share-Based Awards (6)	—	—	5,940,323	5,940,323	—	5,940,323
Health & Welfare (7)	—	—	35,581	35,581	35,581	35,581
Total	—	—	5,975,904	5,975,904	2,453,581	8,393,904
David E. Gansberg
Cash Severance (9)	—	—	—	—	2,964,000	2,964,000
Accelerated Vesting of Share-Based Awards (6)	—	—	5,940,323	5,940,323	4,397,289	5,940,323
Health & Welfare (7)	—	—	31,832	31,832	31,832	31,832
Total	—	—	5,972,155	5,972,155	7,393,121	8,936,155

(1)In the case of resignation by giving six months’ advance notice without good reason by Messrs. Grandisson, Morin, Papadopoulo or Rajeh, the Company may elect to place them on “garden leave” during all or part of the notice period. In this event, each of these individuals will (a) continue to receive base salary and benefits through the garden leave period of up to six months and (b) receive, following the end of the garden leave period, a cash lump sum payment equal to one half of the sum of (i) the “bonus amount” (which is the greater of the annual target bonus or the average of the annual bonuses received for the preceding three years) and (ii) a pro-rated portion of the “bonus amount” through the date of notice (in the case of Mr. Grandisson, through the date of termination, less any period of garden leave). If the Company does not elect to place them on garden leave and these individuals continue to work during the six-month notice period, they will be entitled to receive the amounts set forth in the preceding sentence

pursuant to their respective employment agreement. See “Employment Arrangements.” For a termination date of December 31, 2023, the total of these cash amounts accruing from the notice date would have been $3.3 million for Mr. Grandisson, $1.6 million for Mr. Morin, $1.9 million for Mr. Papadopoulo and $2.5 million for Mr. Rajeh. In addition, if the Company elects to extend their noncompetition period for six months after the end of the notice or garden leave period, Messrs. Grandisson, Morin, Papadopoulo and Rajeh will (a) continue to receive base salary and medical benefits through the extended noncompetition period and (b) receive, during the extended noncompetition period, payments in the aggregate equal to one half of the sum of (i) the “bonus amount” and (ii) a pro-rated portion of the “bonus amount” through the date of notice of termination. For a termination date of December 31, 2023, and a six month extension of the noncompetition period, the total of these cash amounts would


			2024 PROXY STATEMENT \|			64

have been $3.3 million for Mr. Grandisson, $1.6 million for Mr. Morin, $1.9 million for Mr. Papadopoulo and $2.5 million for Mr. Rajeh.

(2)Since Messrs. Grandisson, Morin and Papadopoulo are of retirement age (as defined in our plans), any unvested restricted shares/units and unvested stock options/SARs will continue to vest according to the vesting schedule and, in the case of stock options/SARs, the options/SARs will continue to have the full exercise period of 10 years from the date of grant, so long as they do not engage in a competitive activity (as defined in the applicable award agreements). In the event Messrs. Grandisson, Morin and Papadopoulo engage in a competitive activity following retirement, unvested awards will be forfeited and the exercise periods for vested options/SARs would be reduced.

(3)Under Mr. Grandisson’s employment agreement, in the event of his death, his estate would receive an amount equal to two times the sum of his annual base salary and his target annual bonus. Such amount would be paid in a lump sum and offset by the amount of any proceeds received by his estate from life insurance provided by the Company. The amount set forth above reflects an offset of $1.0 million for life insurance coverage currently provided by the Company.

(4)Upon termination on December 31, 2023 due to disability, Mr. Gansberg would have been entitled to payments under the Formula Approach attributable to underwriting years in which he participated prior to the year of termination on the same basis as if he remained employed based on the ongoing recalculated results for such underwriting years over their applicable 10-year development periods, provided he did not engage in competition with the Company. As of December 31, 2023, such amounts for Mr. Gansberg are estimated to be up to approximately $171,252 in the aggregate. Any such payments would be made at the same times they are regularly made to active employees for such underwriting years.

Under Mr. Grandisson’s employment agreement, in the event his employment terminates due to his permanent disability, he would be entitled to payment of an amount equal to 40% of his base salary through the date he reaches age 65, offset by proceeds scheduled to be received from any disability insurance coverages provided by the Company. The disability insurance coverage currently provided by the Company exceeds the amount otherwise payable by the Company.

(5)Under Mr. Grandisson’s employment agreement, in the event his employment is terminated by the Company without cause or by him for good reason, he would be entitled to (a) base salary for the number of months equal to the excess of 24 months over the number of months, if any, he is on garden leave (during which he would continue to receive base salary), (b) two times his target annual bonus and (c) a pro-rated portion of his target annual bonus based on the period through the date of termination, less any period he is on garden leave.

The amounts above assume a termination date of December 31, 2023, a notice of termination date of June 30, 2023, and a six- month garden leave period between the notice and termination dates. The amounts include base salary payable during the garden leave period.

(6)Represents the intrinsic value (i.e., the value based upon the Company’s closing share price on December 31, 2023, or in the case of stock options/SARs, the excess of the closing price over the exercise price) of accelerated vesting of certain unvested share-based awards as of December 31, 2023, under the various circumstances presented.

In the case of termination by the Company without cause or by Mr. Gansberg for good reason, so long as such termination does not occur within two years after a change in control, unvested equity awards that were granted after the date of his employment agreement and held by him for at least one year would vest upon termination, in the case of unvested time-vesting awards, in full, and in the case of unvested performance awards, based upon the lesser of (x) target performance, or (y) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding termination for which performance can be determined).

(7)Represents the employer cost relating to the continuation of health insurance coverage under the terms described in each executive’s employment agreement for the various circumstances presented.

(8)In the case of termination by the Company without cause or by Messrs. Morin, Papadopoulo or Rajeh for good reason, each will be entitled to receive 12 months of base salary from the date of notice of termination and an amount equal to the sum of the (a) the annual target bonus plus (b) a pro-rated portion of the annual target bonus through the date of notice, one half of which amount shall be paid in a single lump sum on the date that is 60 days following the date of termination and the remaining half will be payable in equal monthly installments over six months following the date of termination.

(9)In the case of termination by the Company without cause or by Mr. Gansberg for good reason, he will be entitled to an amount equal to the sum of his annual base salary, his target annual bonus and a pro-rated portion of his target annual bonus for the year of termination. The payments will be made in 12 equal monthly installments following the date of termination.

Mr. Gansberg participated under the Formula Approach of our Incentive Compensation Plan for underwriting years through 2018. In the event of termination without cause, termination for good reason or the death of the executive, with an effective termination date of December 31, 2023, Mr. Gansberg would have been entitled to payments under the Formula Approach attributable to underwriting years in which he participated prior to the year of termination on the same basis as if he remained employed, based on the ongoing recalculated results for such underwriting years over their applicable 10-year development periods. As of December 31, 2023, such amounts for Mr. Gansberg are estimated to be up to approximately $171,252 in the aggregate. Any such payments would be made at the same times they are regularly made to active employees for such underwriting years.


65			\| 2024 PROXY STATEMENT

Pay For Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to the Company’s principal executive officer (“PEO”) (also referred to as CEO) and non-principal executive officer NEOs (“Non-PEO NEOs”) and certain financial performance of the Company. Compensation actually paid, as determined under SEC

requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information on the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation—Compensation Discussion and Analysis.”

Pay Versus Performance


Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)	Average Summary Compensation Table Total for Non-PEO NEOs(3)	Average Compensation Actually Paid to Non-PEO NEOs(4)	Value of Initial Fixed $100 Investment Based On:
					Total Shareholder Return(5)	Peer Group Total Shareholder Return(6)	Net Income (thousands)(7)	Operating ROE(8)
2023	13,102,252	21,589,156	5,595,327	8,510,086	173.16	168.05	4,403,000	21.6	%
2022	12,101,639	20,596,816	4,658,436	7,460,450	146.37	151.65	1,436,197	14.8	%
2021	9,336,013	16,348,981	5,557,283	7,443,067	103.64	127.58	2,093,405	11.5	%
2020	8,779,832	2,801,587	3,881,973	2,994,739	84.10	106.96	1,363,909	4.8	%

(1)The dollar amounts reported represent the amount of total compensation reported for Mr. Grandisson, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to“Compensation—Executive Compensation Tables—Summary Compensation Table.”

(2)The dollar amounts reported represent the amount of compensation actually paid to Mr. Grandisson, computed as required by Item 402(v) of Regulation S-K. That computation does not reflect the actual amount of compensation earned by or paid to Mr. Grandisson during the applicable year. Refer to the “PEO Summary Compensation Total to Compensation Actually Paid Reconciliation” table below.

(3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group, excluding Mr. Grandisson, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Compensation—Executive Compensation Tables—Summary Compensation Table.” The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: François Morin, Nicolas Papadopoulo, Maamoun Rajeh and David E. Gansberg.

(4)The dollar amounts reported represent the average amount of compensation actually paid to the Company’s NEOs as a group, excluding Mr. Grandisson, computed as required by Item 402(v) of Regulation S-K. That computation does not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. Refer to the “Average of Non-PEO NEO Summary Compensation Total to Compensation Actually Paid Reconciliation” table below.

(5)Represents the Company’s cumulative TSR assuming reinvestment of dividends for the measurement period beginning at market close on December 31, 2019, through the end of the applicable year.

(6)Represents the cumulative TSR assuming reinvestment of dividends of the S&P 500 P&C Index for the measurement period beginning at the market close on December 31, 2019, through the end of the applicable year.

(7)The dollar amounts reported represent the amount of Net Income reflected in the Company’s audited financial statements for the applicable year.

(8)Represents the Operating ROE as described in “Annex B—Non-GAAP Financial Measures” for the applicable year.


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PEO Summary Compensation Total to Compensation Actually Paid Reconciliation:


Year	Reported Summary Compensation Table Total for PEO	Reported Value of Equity Awards(a)	Equity Award Adjustments(b)	Reported Change in the Actuarial Present Value of Pension Benefits(c)	Pension Benefit Adjustments(c)	Compensation Actually Paid to PEO
2023	13,102,252	(6,551,061)	15,037,965	—	—	21,589,156

(a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)Refer to the “PEO Equity Award Adjustments” table below.

(c)Arch does not provide Pension Benefits to its CEO.

PEO Equity Award Adjustments:


Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(a)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(a)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year(a)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	Total Equity Award Adjustments
2023	7,052,239	7,006,817	—	978,909	—	—	15,037,965

(a)The valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the original expected life established at grant date, as used for financial

reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable.

Average of Non-PEO NEO Summary Compensation Total to Compensation Actually Paid Reconciliation:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs	Average Reported Value of Equity Awards(a)	Average Equity Award Adjustments(b)	Average Reported Change in the Actuarial Present Value of Pension Benefits(c)	Average Pension Benefit Adjustments(c)	Average Compensation Actually Paid to Non-PEO NEOs
2023	5,595,327	(2,140,451)	5,055,210	—	—	8,510,086

(a)The average reported value of equity awards represents the average of total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)Refer to the “Average of Non-PEO NEO Equity Award Adjustments” table below.

(c)Arch does not provide Pension Benefits to its Non-PEO NEOs.

Average of Non-PEO NEO Equity Award Adjustments:


Year	Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(a)	Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(a)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year(a)	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	Total Average Equity Award Adjustments
2023	2,304,202	2,477,790	—	273,218	—	—	5,055,210

(a)The average valuation assumptions differ from those disclosed as of the grant date of equity awards due to the fluctuation in the stock price and the corresponding Black-Scholes and Monte Carlo value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K. In calculating the Black-Scholes value of the option awards, the expected life input, based on the

original expected life established at grant date, as used for financial reporting purposes, was adjusted downward in proportion to the degree to which the options were in-the-money relative to their exercise price and upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price, as applicable.


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Most Important Measures to Determine Fiscal Year 2023 Compensation Actually Paid

The three items listed below represent the most important metrics used to link compensation actually paid for our NEOs for Fiscal Year 2023 to the Company’s performance, as further described in “Compensation—Compensation Discussion and Analysis,” in the section titled “Elements of Compensation Program” sub-sections called “Short-Term Annual Cash Incentive” and “Long-Term Incentive Plan.”

▪Operating ROE

▪Growth in TBVPS

▪Relative TSR (the Company’s TSR as compared to a performance peer group established by the Compensation and Human Capital Committee)

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Company Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Grandisson and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Grandisson) strongly aligns with the Company’s cumulative TSR over the four years presented in the table. The alignment is because a significant portion of the compensation actually paid to Mr. Grandisson and to the other NEOs is comprised of equity awards. As described in more detail in the section “Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 65% of the value of total compensation awarded for Mr. Grandisson and 53% of the value awarded for the other NEOs be comprised of equity awards, including restricted shares, performance-based restricted shares and stock options.


Compensation Actually Paid vs. Cumulative TSR

Compensation Actually Paid and Net Income

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Grandisson and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Grandisson) is generally aligned with the Company’s Net Income for 2020, 2021 and 2023. Although Net Income decreased in 2022, compensation actually paid increased largely due to the fact that a significant portion of compensation paid to Mr. Grandisson and the Company’s NEOs as a group (excluding Mr. Grandisson) is comprised of equity awards, with TSR increasing by 18.3% for the year, as described above. For 2022, the decrease in Net Income was driven by significant volatility in the capital markets and elevated catastrophic activity. The Company does not utilize Net Income as a performance measure in the overall executive compensation program.


Compensation Actually Paid vs. Net Income


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Compensation Actually Paid and Operating ROE

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Grandisson and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Grandisson) strongly aligns with the Company’s growth in Operating ROE for the four years presented in the table. Compensation actually paid increased largely due to the fact that a significant portion of compensation paid to Mr. Grandisson and the Company’s NEOs as a group (excluding Mr. Grandisson) is comprised of equity awards, with TSR increasing by 18.3% for the year.

While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Operating ROE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Operating ROE when setting goals in the Company’s short-term incentive compensation programs. Additionally, growth in Operating ROE is reflected in TBVPS, which is utilized in setting goals for the performance-based restricted shares that are awarded to the Company’s NEOs.


Compensation Actually Paid vs. Operating ROE

Cumulative TSR of the Company and the Peer Group

As demonstrated by the following graph, the Company’s cumulative TSR over the four-year period presented in the table was approximately 73%, while the cumulative TSR of the peer group presented for this purpose, the S&P 500 P&C Index, was approximately 68% over the four years presented in the table. For more information regarding the Company’s performance and the companies that the Compensation and Human Capital Committee considers when determining compensation, refer to “Compensation—Compensation Discussion and Analysis.”


Total Shareholder Return


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Pay Ratio

In accordance with Item 402(u) of Regulation S-K, we determined the ratio of the annual total compensation of our CEO relative to the median of the annual total compensation of our employees. We identified the median employee from among our global employee population (excluding the CEO) as of December 31, 2023. Our global employee population included all of our full-time and part-time employees who were employed on December 31, 2023.

CEO Pay Ratio — 86 to 1

We determined each employee’s consistently applied compensation measure, which was equal to the sum of the following pay components:

▪2023 base salary;

▪bonuses paid during 2023;

▪variable incentive compensation paid during 2023; and

▪the fair value of all equity grants made during 2023.

We annualized the 2023 base salary for full-time employees who were not employed by us for all of 2023. Amounts paid in currencies other than U.S. dollars were converted into U.S. dollars based on the applicable exchange rate at December 31, 2023.

Based on each employee’s consistently applied compensation measure, we were able to identify the median employee who was a full-time, permanent employee based in the United States.

After identifying the median employee, we calculated the median employee’s annual total compensation for 2023 using the same requirements applied to calculate our CEO annual total compensation as set forth in the “202 3 Summary Compensation Table,” and then added the estimated value of the median employee’s health plan benefits.

Based on the foregoing, the annual total compensation calculated for the median employee for 2023 was $147,294. For purposes of the pay ratio rule, the annual total compensation calculated for our CEO for 2023, was $12,676,061, as set forth in the “202 3 Summary Compensation Table,” plus $34,843, the estimated value of our CEO’s health plan benefits, or $12,710,904.

Accordingly, for 2023, our CEO to median employee pay ratio was 86 to 1 .

Employment Arrangements

Set forth below is a summary of the material terms of the employment arrangements with each of the NEOs.

Marc Grandisson

Mr. Grandisson’s employment agreement provides for annual base salary and eligibility to participate in an annual bonus plan with a target annual bonus and other terms set by the Board. Mr. Grandisson’s current annual base salary is $1,300,000, and his target annual bonus is 200% of his annual base salary. Mr. Grandisson is entitled to participate in employee benefit programs and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which include housing expenses and automobile allowance.

Mr. Grandisson’s employment period under the employment agreement will end on the first to occur of: (a) the six-month anniversary of our providing notice of termination without cause to him; (b) immediately upon our providing notice of termination for cause to him; (c) the six-month anniversary of Mr. Grandisson providing notice of termination specifying his resignation with or without good reason (as defined in the employment agreement); (d) the fifth day following our providing notice of termination to him as a result of his permanent disability; and (e) the date of his death. The first of such dates is referred to as the “date of termination.”

The agreement provides that if the employment of Mr. Grandisson is terminated by us without cause or by him for good reason, he will be entitled to receive his annual base salary through the date of termination. He will also receive (i) an amount equal to his base salary for the excess of 24 months over the period, if any, of his “garden leave” (as described below), payable over six months following termination, (ii) an amount equal to the sum of (x) two times his target annual bonus plus (y) a pro-rated portion of his target annual bonus based on the number of days elapsed in the calendar year through the date of termination (less any period he is on “garden leave”), one half of which sum will be paid on the date that is 60 days following the date of termination and the remaining half of which will be paid over six months following the date of termination. Mr. Grandisson will also receive employee benefits through the date of termination, and his health insurance coverage benefits will continue for up to 18 months after the date of termination. Mr. Grandisson will be entitled to the amounts described above (other than base salary and employee benefits through the date of termination) only if he has delivered a general release of claims and he does not breach the restrictive covenants set forth in the agreement.


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If Mr. Grandisson’s employment is terminated as a result of his resignation other than for good reason, he will continue to receive base salary and employee benefits through the date of termination, and we will make a cash lump sum payment to him equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for the year during which notice of termination is given, or (ii) the average of his actual annual bonus for the three years immediately preceding the year during which notice of termination is given) and (II) a pro-rated portion of the bonus amount based on the number of days elapsed in the calendar year through the date of termination (less any period he is on “garden leave”), which payment will be made 60 days following termination.

If Mr. Grandisson’s employment is terminated by us for cause, he will receive base salary and employee benefits through the date of termination. In the case of termination due to his death, his beneficiaries or estate will receive a lump sum payment equal to two times the sum of his base salary and target annual bonus, offset by proceeds of life insurance coverages provided by us. In the case of termination due to his permanent disability, he will receive an amount per annum equal to 40% of his annual base salary until he reaches age 65, offset by proceeds scheduled to be received by him from any disability insurance provided by us, and any payments scheduled to be made after the first anniversary of termination will be made on such first anniversary. In the case of termination due to his permanent disability or death, he and/or his dependents will also receive health insurance coverage benefits for a period of up to 12 months after the date of termination.

Following any notice of termination, whether by us or Mr. Grandisson, and until the date of termination, we may direct, in our sole and exclusive discretion, that Mr. Grandisson perform no duties and exercise no powers or authorities in connection with his employment. However, following any such direction, Mr. Grandisson will continue to have a duty of loyalty to us as an employee through the date of termination. This is referred to as a “garden leave” period.

Mr. Grandisson has agreed that, during the employment period and for the period of one year after the date of termination, he will not compete with us. However, if Mr. Grandisson’s termination of employment occurs as a result of his resignation other than for good reason, the noncompetition period will continue beyond the date of termination only if (i) we pay Mr. Grandisson, for each day during which the noncompetition period so continues, an amount equal to 1/365 of the sum of (A) his annual base salary, plus (B) the bonus amount (as defined above) and (C) a pro-rated portion of his bonus amount

based on the number of days elapsed in the calendar year through the date notice of termination is given; and (ii) he continues to receive his health insurance coverage for a period up to the end of the noncompetition period. Our obligation to make such payments and provide such benefits is contingent on Mr. Grandisson’s delivery of a general release of claims and his compliance with the restrictive covenants. Mr. Grandisson has also agreed not to solicit our employees or customers for a period of one year following termination. The lengths of the noncompetition and nonsolicitation periods will be reduced by any period that Mr. Grandisson is on garden leave, as described above.

François Morin, Nicolas Papadopoulo and Maamoun Rajeh

The following summarizes our employment agreements with Messrs. Morin, Papadopoulo and Rajeh (collectively referred to as the “Executives”).

Each of the employment agreements provides for annual base salary and eligibility to participate in an annual bonus plan with a target annual bonus and other terms set by the Board. Mr. Morin’s current annual base salary is $800,000, and his target annual bonus is 150% of his annual base salary. Mr. Papadopoulo’s current annual base salary is $900,000, and his target annual bonus is 185% of his annual base salary. Mr. Rajeh’s current annual base salary is $850,000, and his target annual bonus is 165% of his annual base salary. The Executives are also entitled to participate in employee benefits programs and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda, which includes housing expenses and automobile allowance.

The employment period under each of the employment agreements will end on the first to occur of: (a) the six- month anniversary of our providing notice of termination without cause; (b) immediately upon our providing notice of termination for cause; (c) the six-month anniversary of the Executive providing notice of termination specifying his resignation with or without good reason (as defined in the employment agreement); (d) the fifth day following our providing notice of termination as a result of the Executive’s permanent disability and (e) the date of the Executive’s death. The first of such dates is referred to as the “date of termination.”

The agreements provide that if the employment of the Executive is terminated by us without cause or by him for good reason, he will be entitled to receive an amount equal to his annual base salary through the six month anniversary of the date of termination. In that event, the


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Executive will also receive an amount equal to the sum of (i) his target annual bonus plus (ii) a pro-rated portion of his target annual bonus based on the number of days elapsed in the calendar year through the date notice of termination is given, one half of which will be paid on the date that is 60 days following the date of termination and the remaining half of which will be paid over six months following the date of termination. The Executive will also receive employee benefits through the date of termination, and his health insurance coverage benefits will continue for up to six months after the date of termination. The Executive will be entitled to the amounts described above (other than base salary and employee benefits through the date of termination) only if he has delivered a general release of claims and he does not breach the restrictive covenants set forth in the agreement.

If the Executive’s employment is terminated as a result of his resignation other than for good reason, he will continue to receive base salary and employee benefits through the date of termination, and we will make a cash lump sum payment to him equal to one half of the sum of (I) his “bonus amount” (which is the greater of (i) his target annual bonus for the year during which notice of termination is given or (ii) the average of his actual annual bonus for the three years immediately preceding the year during which notice of termination is given), and (II) a pro-rated portion of the bonus amount based on the number of days elapsed in the calendar year through the date notice of termination is given, which payment will be made 60 days following termination.

If the Executive’s employment is terminated by us for cause, as a result of his permanent disability or upon his death, the Executive (or his beneficiaries or estate, in the case of death) will continue to receive base salary and employee benefits through the date of termination. In the case of termination due to his permanent disability or death, he and/or his dependents will also receive health insurance coverage benefits for a period of up to 12 months after the date of termination.

Following any notice of termination, whether by us or the Executive, and until the date of termination, we may direct, in our sole and exclusive discretion, that the Executive perform no duties and exercise no powers or authorities in connection with his employment. However, following any such direction, the Executive will continue to have a duty of loyalty to us as an employee through the date of termination. This is referred to as a “garden leave” period.

Each Executive has agreed that, during the employment period and for the period of one year after the date of termination, he will not compete with us. However, if the

Executive‘s termination of employment occurs as a result of his resignation other than for good reason, the noncompetition period will continue beyond the date of termination only if (i) we pay the Executive, for each day during which the noncompetition period so continues, an amount equal to 1/365 of the sum of (A) his annual base salary, plus (B) the bonus amount (as defined above) and (C) a pro-rated portion of his bonus amount based on the number of days elapsed in the calendar year through the date notice of termination is given and (ii) he continues to receive his health insurance coverage for a period up to the end of the noncompetition period. Our obligation to make such payments and provide such benefits is contingent on the Executive’s delivery of a general release of claims and his compliance with the restrictive covenants. Each Executive has also agreed not to solicit our employees or customers for a period of one year following termination. The lengths of the noncompetition and nonsolicitation periods will be reduced by any period that the Executive is on garden leave, as described above.

David E. Gansberg

Mr. Gansberg’s employment agreement, dated as of March 1, 2019, provides for an annual base salary and eligibility to participate in an annual bonus plan with a target annual bonus and other terms set by the Board. Mr. Gansberg’s current annual base salary is $850,000, and his target annual bonus is 165% of his annual base salary. He is also entitled to participate in employee benefits programs and other fringe benefits customarily provided to similarly situated senior executives.

Mr. Gansberg will also be entitled to participate in the Company’s share-based award plans, as determined by our Board.

The employment period, as automatically extended, will end on March 1, 2025, and is subject to further automatic extension for successive one-year periods following the end of the term until either we or Mr. Gansberg provide at least 90 days prior notice of non-extension. The employment period may also be terminated prior to the end of the term (as it may be extended) by Mr. Gansberg for “good reason” (as defined in the agreement), by us for any reason or due to Mr. Gansberg’s death or permanent disability.

The agreement provides that if the employment of Mr. Gansberg is terminated by us without cause (including due to our providing notice of non-extension) or by him for good reason, he will be entitled to the following: (A) an amount equal to the sum of his annual base salary, his target annual bonus and a pro-rated portion of his target annual bonus for the year of termination, (B) payments under the Company’s Incentive Compensation Plan in


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accordance with the terms of the plan and (C) unvested equity awards that have been granted after the date of the agreement and held by Mr. Gansberg for at least one year will vest upon termination, (in the case of unvested performance awards, based upon the lesser of (x) target performance, or (y) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding termination for which performance can be determined) (except that the vesting of any such awards shall be governed by the applicable award agreements in the event such termination of employment occurs within two years after a change in control or after attainment of retirement age)). Mr. Gansberg will be entitled to such benefits only if he has fully complied with his restrictive covenants and he has entered into a general release of claims in favor of the Company. The payments referred to in clause (A) above will be made in 12 equal monthly installments following the date of termination. Mr. Gansberg’s health insurance coverage benefits will also continue for up to 12 months after the date of such termination.

Mr. Gansberg has agreed that, during the employment period and for the period of one year after the date of termination, he will not compete with us. However, if Mr. Gansberg‘s termination of employment occurs as a result of his resignation other than for good reason or pursuant to his provision of notice of non-extension, the noncompetition period will continue beyond the date of termination only if (i) we pay him, for each day during which the noncompetition period so continues, an amount equal to 1/365 of the sum of (A) his annual base salary, (B) the bonus amount (which is the greater of (I) his target annual bonus for the year of termination, or (II) the average of his actual annual bonus for the immediately preceding three years) and (C) a pro-rated portion of his bonus amount for the year of termination; and (ii) he continues to receive his health insurance coverage for a period up to the end of the noncompetition period. Our obligation to make such payments and provide such benefits is contingent on his delivery of a general release of claims and his compliance with the restrictive covenants. Mr. Gansberg has also agreed not to solicit our employees or customers for a period of one year following termination.


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AUDIT MATTERS

Report of the Audit Committee of the Board

The Audit Committee assists the Board in monitoring (1) the integrity of our financial statements, (2) the qualifications and independence of the independent registered public accounting firm, (3) the performance of our internal audit function and independent registered public accounting firm and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee is involved in the selection of the audit engagement partner, and also oversees the Board’s responsibilities relating to the operational (including IT, business continuity and data security) risk affairs of the Company.

It is not the responsibility of the Audit Committee to plan or conduct audits or to determine that Arch Capital’s financial statements are in all material respects complete and accurate and in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements are the responsibility of the Company’s management. The Company’s independent public registered accounting firm is responsible for expressing an opinion on these financial statements based on their audit. It is also not the responsibility of the Audit Committee to assure compliance with laws and regulations or with any codes or standards of conduct or related policies adopted by Arch Capital from time to time which seek to ensure that the business of Arch Capital is conducted in an ethical and legal manner.

The Audit Committee has reviewed and discussed the consolidated financial statements of Arch Capital and its subsidiaries set forth in Item 8 of our 2023 Annual Report, management’s annual assessment of the effectiveness of Arch Capital’s internal control over financial reporting and PricewaterhouseCoopers LLP’s opinion on the effectiveness of internal control over financial reporting, with management of Arch Capital and PricewaterhouseCoopers LLP, independent registered public accounting firm for Arch Capital.

The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP their independence.

Based on the review and discussions with management of Arch Capital and PricewaterhouseCoopers LLP referred to above, and other matters the Audit Committee deemed relevant and appropriate, the Audit Committee has recommended to the Board that Arch Capital publish the consolidated financial statements of Arch Capital and its subsidiaries for the year ended December 31, 2023, in our 2023 Annual Report.



						AUDIT COMMITTEE Eileen Mallesch (Chair) Francis Ebong Laurie S. Goodman Moira Kilcoyne Eugene S. Sunshine




		~~AUDIT COMMITTEE~~ ~~Brian S. Posner (chairman)~~ ~~Yiorgos Lillikas~~ ~~Louis J. Paglia~~ ~~Eugene S. Sunshine~~



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~~Table of Contents~~

Principal Auditor Fees and Services

The following table summarizes professional services rendered to the Company and its majority-owned subsidiaries by PricewaterhouseCoopers LLP for the fiscal years ended December 31, ~~2017~~2023, and ~~2016.~~2022.


	Year Ended December 31,
	2023		2022		Description
Audit Fees	$	11,306,885	$	10,353,246	Includes fees for the integrated audit of our annual financial statements and internal control over financial reporting, review of our financial statements included in our quarterly reports on Form 10-Q and statutory audits for our insurance subsidiaries. Audit fees for the year ended December 31, 2023 increased when compared to prior year primarily due to changes in local regulations resulting in increased reporting requirements in 2023.
Audit Related Fees	612,259		168,988		Includes fees for assurance and related services that are traditionally performed by independent accountants, including employee benefit plan audits, due diligence related to M&A, regulatory and compliance attestations and agreed-upon procedures not required by regulation. Audit related fees for the year ended December 31, 2023 increased when compared to prior year primarily due to proactive assurance services related to a new system implementation and AUP procedures performed for BMIR.
Tax Fees	1,224,008		302,977		Fees for tax services consists primarily of fees for tax compliance, tax advice and tax planning. Tax fees for the year ended December 31, 2023 increased when compared to prior year primarily due to services provided for various tax consulting projects.
All Other Fees	47,037		31,151		Fees for services that are not included in the above categories consisted primarily of software licenses and professional services rendered in connection with various consulting.
Total	$	13,190,189	$	10,856,362

Year Ended December 31,
2017 2016 Description
Audit Fees $ 8,440,876
$ 6,918,268
Includes fees for the integrated audit of our annual financial statements and internal control over financial reporting, review of our financial statements included in our quarterly reports on Form 10-Q, statutory audits for our insurance subsidiaries and review of SEC registration statements. Audit fees for the year ended December 31, 2017 increased primarily due to fees associated with growth in Arch Mortgage Insurance as a result of the UGC acquisition, common and preferred share issuance costs, the impact of tax reform and non-recurring transactions in 2017.
Audit Related Fees 271,867
212,708
Fees consisted of the audit of the Company’s benefit plans and other audit related services.
Tax Fees 584,438
656,571
Fees for tax services, including tax compliance, tax advice and tax planning.
All Other Fees 58,216
37,933
Fees for services that are not included in the above categories and primarily include fees related to software licensing fees.
Total (1) $ 9,355,397
$ 7,825,480

~~(1)~~

Excludes fees related to audit work for Watford, which are subject to approval by Watford’s board of directors and its audit committee. We own common and preferred interests in Watford and have the right to designate two members of Watford’s six member board of directors. We consolidate Watford’s results under applicable accounting guidance. Please see note 4, “Variable Interest Entity and Noncontrolling Interests,” of the notes accompanying our consolidated financial statements included in our 2017 Annual Report, for additional information about our ownership interest in Watford.

The ~~audit committee~~Audit Committee has considered whether the provision of these services is compatible with maintaining PricewaterhouseCoopers LLP’s independence. The ~~audit committee~~Audit Committee approves all audit and permissible non-audit services performed for us by PricewaterhouseCoopers LLP, our independent registered public accounting firm. Prior to engagement, the ~~audit committee~~Audit Committee pre-approves these services by category of service. The fees are budgeted and the ~~audit committee~~Audit Committee requires the independent registered public accounting firm and management to report actual fees compared to the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the ~~audit committee~~Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. The ~~audit committee~~Audit Committee delegates pre-approval authority to the Chair of the Audit Committee or, in the event of the Chair’s unavailability, to one or more of its independent members. To the extent applicable, the member to whom such authority is delegated reports, for informational purposes only, any pre-approval decisions to the ~~audit committee~~Audit Committee at its next scheduled meeting.


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ITEM 3—APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The ~~audit committee~~Audit Committee of the Board has the sole authority to appoint the independent registered public accounting firm. As required by Bermuda law, the shareholders are required to appoint the Audit Committee’s selection of the independent auditors. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1995. The Audit Committee of the Board and the Board believe that the retention of PricewaterhouseCoopers LLP to serve as independent registered public accounting firm for the fiscal year ending December 31, 2024, is in the best interests of the Company and its shareholders. The Audit Committee of the Board proposes and recommends that the shareholders appoint the firm of PricewaterhouseCoopers LLP to serve as independent registered public accounting firm of Arch Capital for the year ending December 31, ~~2018.~~2024. Unless otherwise directed by the shareholders, proxies will be voted for the appointment of PricewaterhouseCoopers LLP to audit our consolidated financial statements for the year ending December 31, ~~2018.~~2024. A representative of PricewaterhouseCoopers LLP will attend the ~~annual meeting~~Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions.

Required Vote

The affirmative vote of a majority of the voting power of all of our issued and outstanding common shares represented by shareholders present in person or by proxy at the ~~annual meeting~~Annual Meeting will be required for the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, ~~2018.~~2024.

Recommendation of the Board



			THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.



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~~Table of Contents~~

~~2018 LONG-TERM INCENTIVE AND SHARE AWARD PLAN~~

~~ITEM 4—APPROVAL OF 2018 LONG-TERM INCENTIVE AND SHARE AWARD PLAN~~

~~What am I Voting on?~~

~~Shareholders are being asked to vote upon a proposal to approve the Arch Capital Group Ltd. 2018 Long-Term Incentive and Share Award Plan (the “2018 Plan”).~~

~~Required Vote~~

~~The affirmative vote of a majority of the voting power of all of our outstanding common shares represented at the annual meeting will be required for the approval of the 2018 Plan.~~

~~Recommendation of the Board~~



	~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~

~~Introduction~~

On February 28, 2018, with the recommendation of the compensation committee, the Board adopted the 2018 Plan, subject to shareholder approval. The purpose of the 2018 Plan is to advance the interests of the Company and its shareholders by providing a means to attract, retain and motivate our employees and directors. The 2018 Plan is intended to provide for competitive compensation opportunities, to encourage long-term service, to recognize individual contributions and reward achievement of performance goals and to promote the creation of long-term value for shareholders by aligning the interests of participants with those of shareholders.

On March 14, 2018, 1,331,211 of our common shares remain available for grant to participants under the Arch Capital Group Ltd. 2015 Long-Term Incentive and Share Award Plan and 263,066 of our common shares remain available for grant to participants under the Arch Capital Group Ltd. 2012 Long-Term Incentive and Share Award Plan, both of which will continue in effect in accordance with their terms. Both plans provide that no more than 50% of the

~~authorized shares may be issued in connection with full value awards, (i.e.,~~ ~~awards other than stock options and stock appreciation rights).~~

~~Reasons for the Proposal~~

The Board unanimously recommends that the shareholders approve the 2018 Plan. Our ability to grant an appropriate number of equity-based awards continues to be crucial in allowing us to effectively compete for key employee talent. It is in the long-term interest of Arch Capital and its shareholders to strengthen the ability to attract, motivate and retain employees, officers, and directors, and to provide additional incentives for those persons through stock ownership and other incentives to improve operations, increase profits and strengthen the mutuality of interest between those persons and Arch Capital’s shareholders.

If the 2018 Plan is not approved, the number of shares currently available under the existing plans may not be sufficient to cover projected awards for next year. Thus, if the 2018 Plan is not approved, we may not be able to provide persons eligible for awards with compensation packages that are necessary to attract, retain and motivate these individuals.

The Board currently intends that the additional 11,500,000 shares under the 2018 Plan combined with our existing plans will be sufficient to fund Arch Capital’s equity compensation needs for approximately four to five years.



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~~Key Data~~

The following table sets forth information regarding outstanding equity awards and shares available for future equity awards under the existing long-term incentive and share award plans as of March 14, 2018 (without giving effect to approval of the 2018 Plan):

Total shares underlying outstanding stock options 6,668,045
Weighted average exercise price of outstanding stock options $ 53.05
Weighted average remaining contractual life of outstanding stock options 5.32
Total shares underlying outstanding unvested restricted stock and restricted stock unit awards 980,157
Total shares currently available for grant under existing plans 1,594,277
Remaining full value shares available for grant under existing plans 881,733
Total shares of common stock outstanding as of March 14, 2018 136,702,745

~~When approving the 2018 Plan, the Board considered our overhang and the burn rate with respect to the equity awards granted.~~

Overhang is equal to the total number of equity awards outstanding (which includes total shares underlying outstanding stock options and restricted stock unit awards) plus the total number of shares available for grant under Arch Capital’s equity plans, divided by the sum of the total common stock outstanding, the number of equity awards outstanding and the total number of shares available for grant under Arch Capital’s equity plans. Arch Capital’s overhang as of March 14, 2018 was 5.9%, and it would be 12.8% after taking into account the additional shares authorized for issuance under the 2018 Plan.

The burn rate is equal to the total number of equity awards Arch Capital granted in a calendar year divided by the weighted average common stock outstanding during the year. The following table provides data on Arch Capital’s burn rate under its existing equity compensation plans for the last three calendar years:

Year Total Shares Subject to Options
Total Shares Subject to Full Value Awards
Weighted Average Common Shares Outstanding
Annual Burn Rate
Annual Burn Rate (full value awards counted as 3.5 shares)
2017 843,690
582,392
134,712,788
1.06 % 2.14 %
2016 696,817
480,980
120,792,114
0.98 % 1.97 %
2015 693,107
571,978
121,786,127
1.04 % 2.21 %

Average Three-Year Burn Rate 2.11 %

As shown in the table above, our average three-year burn rate of 2.11%, computed by multiplying each full value award by 3.5 in each year (which is similar to the methodology used by Institutional Shareholder Services), is under the 4.36% benchmark established by Institutional Shareholder Services for our industry.

~~Promotion of Sound Corporate Governance Practices~~

The 2018 Plan is designed to include a number of features that reinforce and promote alignment of equity compensation arrangements for employees, officers and directors with the interests of shareholders and the Company. The following are some of the features included in the 2018 Plan:


▪	~~Minimum Vesting Requirements.~~ ~~Subject to certain limited exceptions described below, Awards will be granted under the 2018 Plan with vesting periods of at least one year.~~


▪	~~No Single-Trigger Change in Control Vesting Provided Awards are Assumed.~~If awards granted under the 2018 Plan are assumed by the successor entity in connection with a change in control of the Company, the awards will not automatically vest and pay out upon the change in control.


▪	~~No Discounted Stock Options or Stock Appreciation Rights (SARs).Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.~~


▪	~~No Repricing of Stock Options or SARs.~~ ~~The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of shareholders, including by repurchase of “underwater” stock options or SARs.~~


▪	~~Limit on Full Value Awards.~~ ~~Theshare limits are designed such that the number of “full-value” awards (awards other than stock options and SARs) that may be granted under the 2018 Plan are limited since these~~



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~~Table of Contents~~

awards are counted against the plan’s share reserve as 3.6 shares for every one share issued in connection with such awards. This “fungible share design” is maintained because “full-value” awards are perceived by many shareholders to have a higher cost compared to other awards like options and SARs.


▪	~~No Dividends on Unvested Awards.~~ ~~In no event will dividends or dividend equivalents be paid on unvested awards.~~


▪	~~No Liberal Share Recycling on Stock Options or SARs.~~ Shares retained by or delivered to Arch Capital to pay the exercise price of a stock option or SAR or to satisfy tax withholding in connection with the exercise of such awards will count against the number of shares remaining available under the 2018 Plan.


▪	~~No Tax Gross-Ups.The 2018 Plan does not provide tax gross-ups.~~


▪	~~Awards Subject to Clawback Policy.~~ ~~Awards under the 2018 Plan will be subject to Arch Capital’s clawback policy as in effect from time to time.~~

~~Description of 2018 Plan~~

~~The following summary is qualified in its entirety by reference to the 2018 Plan, which is attached to this proxy statement as~~ ~~Annex B—2018 Long-Term Incentive and Share Award Plan~~.

~~General~~

The 2018 Plan will provide for the grant to eligible employees and directors of stock options, SARs, restricted shares, restricted share units payable in common shares or cash, dividend equivalents, performance shares and performance units and other share-based awards (the “Awards”). The number of common shares reserved for grants of Awards under the 2018 Plan, subject to anti-dilution adjustments in the event of certain changes in Arch Capital’s capital structure, will be 11,500,000; provided, that (I) any common shares issued under stock options or SARs will be counted against this limit on a one-for-one basis, and any common shares issued as or under Awards other than stock options or SARs will be counted against the limit as 3.6 common shares for every one share subject to such Award, and (II) no more than 2,000,000 common shares may be issued as incentive stock options under Section 422 of the Code.

If the share split proposal (Item 5) is approved by shareholders, after the share split is effected, such share limits will be adjusted to reflect the split by multiplying by three, so that the number of common shares reserved for

~~grants of Awards under the 2018 Plan will be 34,500,000 and the maximum number of common shares that may be issued as incentive stock options will be 6,000,000.~~

If any Awards are forfeited, canceled, terminated, exchanged or surrendered or any such Award is settled in cash or otherwise terminates without a distribution of common shares to the participant, any common shares counted against the number of common shares reserved and available under the 2018 Plan with respect to such Award will, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for Awards under the 2018 Plan. Any common shares that again become available for grant will be added back as one share if such common shares were subject to stock options or SARs and as 3.6 shares if such common shares were subject to Awards other than stock options or SARs.

Notwithstanding the foregoing, common shares subject to an Award under the 2018 Plan may not again be made available for issuance under the 2018 Plan if such common shares (x) were subject to a stock option or stock-settled SAR and were not issued upon the net settlement or net exercise of such stock option or SAR, or (y) were delivered to or withheld by Arch Capital to pay the exercise price or withholding taxes under stock options, SARs or other Awards.

~~Eligibility and Administration~~

Officers, other employees and directors of Arch Capital and its subsidiaries and affiliates will be eligible for grants of Awards under the 2018 Plan. The 2018 Plan will be administered by the compensation committee or such other committee of the Board (or the entire Board) as may be designated by the Board (the “Committee”). The Committee will determine which eligible employees and directors receive Awards, the types of Awards to be received and the terms and conditions thereof, including performance or vesting conditions thereof. Approximately 3,000 employees and ~~seven~~ ~~non-employee directors are currently eligible to participate in the 2018 Plan.~~

The Committee will be permitted to delegate to officers of the Company the authority to perform administrative functions for the 2018 Plan and, with respect to Awards granted to persons not subject to Section 16 of the Exchange Act, to perform such other functions as the Committee may determine to the extent permitted under Rule 16b-3 of the Exchange Act and applicable law.



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~~Award Vesting Limitations~~

Under the 2018 Plan, Awards will be granted with vesting periods of not less than one year following the grant date (other than in the case of death or disability). However, Awards that result in the issuance of an aggregate of up to 5% of the shares reserved for issuance under the 2018 Plan may be granted without regard to the minimum vesting provisions.

~~Awards~~

~~Stock Options~~

Incentive stock options, intended to qualify for special tax treatment in accordance with the Code, and non-qualified stock options, not intended to qualify for special tax treatment under the Code, may be granted for such number of common shares as the Committee determines. The Committee will be authorized to set the terms relating to a stock option, including exercise price and the time and method of exercise. The terms of incentive stock options will comply with the provisions of Section 422 of the Code. Awards may be granted alone, in tandem with or in exchange for any other Award.

~~SARs~~

A SAR will entitle the holder thereof to receive with respect to each share subject thereto, an amount equal to the excess of the fair market value of one common share on the date of exercise over the exercise price of the SAR set by the Committee. Payment with respect to SARs may be made in cash or common shares as determined by the Committee.

~~No Repricing/Maximum Term/Exercise Price~~

The 2018 Plan specifically provides that the exercise price per share of stock options and SARs will not be less than the fair market value per share on the date of grant of the Award. The 2018 Plan also specifically provides that, unless the approval of shareholders is obtained, (i) outstanding stock options and SARs cannot be amended to lower their exercise price or exchanged for other stock options or SARs with lower exercise prices; (ii) outstanding stock options and SARs issued under the Plan with an exercise price in excess of the fair market value of the underlying common shares will not be exchanged for cash or other property and (iii) no other action will be taken with respect to stock options or SARs that would be treated as a repricing under applicable stock exchange rules. In addition, the term of stock options and SARs may not exceed 10 years.

~~Restricted Shares~~

Awards of restricted shares will be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose. Such restrictions will lapse under circumstances as the Committee may determine,

including upon the achievement of performance criteria. Except as otherwise determined by the Committee, eligible employees granted restricted shares will have rights of a shareholder, including the right to vote restricted shares, and unvested restricted shares will be forfeited upon termination of employment during any applicable restriction period.

~~Restricted Share Units~~

A restricted share unit will entitle the holder thereof to receive common shares or cash at the end of a specified deferral period. Restricted share units also will be subject to such restrictions as the Committee may impose. Such restrictions will lapse under circumstances as the Committee may determine, including upon the achievement of performance criteria. Except as otherwise determined by the Committee, restricted share units subject to restriction will be forfeited upon termination of employment during any applicable restriction period.

~~Performance Shares/Performance Units~~

Performance shares and performance units will provide for future issuance of shares or payment of cash, respectively, to the recipient upon the attainment of corporate performance goals established by the Committee over specified performance periods. Except as otherwise determined by the Committee, performance shares and performance units will be forfeited upon termination of employment during any applicable performance period.

~~Dividend Equivalents/Other Share-Based Awards~~

Dividend equivalents granted under the 2018 Plan will entitle the holder thereof to receive cash, common shares or other property equal in value to dividends paid with respect to a specified number of common shares. Dividend equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. The Committee is also authorized, subject to limitations under applicable law, to grant such other Awards that may be denominated in, valued in, or otherwise based on, common shares, as deemed by the Committee to be consistent with the purposes of the 2018 Plan.

~~Dividend Equivalents Not Paid on Unvested Awards~~

Dividend equivalents and dividends will not be paid with respect to any unvested Awards prior to the time of vesting of the underlying Award with respect to which the dividend equivalent or dividend is accrued.

~~Nontransferability~~

~~Awards (except for vested shares) will generally not be transferable by the participant other than by will or the laws of descent and distribution and will be exercisable during~~



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the lifetime of the participant only by such participant or his or her guardian or legal representative, provided that, if the Committee expressly so provides, an Award (other than incentive stock options) may be transferred by a participant to members of his or her immediate family or to a trust established for the exclusive benefit of solely one or more members of the participant’s immediate family or to a partnership, limited liability company or other entity under which the only partners or equity holders are one or more members of the participant’s immediate family.

~~Change in Control~~

~~Unless otherwise provided in an applicable Award agreement, the following will apply to Awards in the event of a change in control of Arch Capital (as defined in the 2018 Plan).~~

~~Awards Assumed~~

Upon the occurrence of a change in control of Arch Capital in which Awards under the 2018 Plan are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control, if within two years after the effective date of the change in control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined in the 2018 Plan), then: (i) all of that participant’s outstanding stock options and SARs will become fully vested and exercisable, and all time-based vesting restrictions on that participant’s outstanding Awards will lapse; and (ii) the payout level under performance-based awards outstanding at the time of the change in control will be determined and vest based on the greater of: (A) an assumed achievement of all relevant performance goals at the target level prorated based upon the number of days within the performance period that have elapsed prior to the termination of employment, or (B) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the termination date for which performance can, as a practical matter, be determined). In either such case, there will be a payout to the participant within sixty (60) days following the termination date.

~~Awards Not Assumed~~

Upon the occurrence of a change in control of Arch Capital in which Awards under the 2018 Plan are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by the Committee or the Board: (i) all outstanding stock options and SARs will become fully vested and exercisable, and all time-based vesting restrictions on outstanding Awards will lapse; and (ii) the payout opportunities attainable under outstanding performance-based awards will vest based on the greater of: (A) an

assumed achievement of all relevant performance goals at the target level prorated based upon the number of days within the performance period that have elapsed prior to the change in control or (B) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the change in control for which performance can, as a practical matter, be determined). In either such case, there will be a payout to the participant within sixty (60) days following the change in control.

~~Capital Structure Changes~~

In the event that the Committee determines that any dividend in shares, recapitalization, share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, extraordinary distribution or share exchange, or other similar change affects our common shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of participants under the 2018 Plan, then the Committee will make such equitable changes or adjustments as it deems appropriate to (i) the number and kind of shares which may thereafter be issued under the 2018 Plan, (ii) the number and kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards and (iii) the exercise price, grant price or purchase price relating to any Award. In such event, the Committee may also provide for a distribution of cash or property in respect of outstanding Awards.

~~Amendment and Termination~~

The 2018 Plan may be amended, altered, suspended, discontinued or terminated by the Board at any time, in whole or in part without the approval of shareholders, except that an amendment will be subject to shareholder approval (i) to the extent such shareholder approval is required under the rules of any stock exchange or automated quotation system on which the common shares may then be listed or quoted or (ii) as it applies to incentive stock options, to the extent such shareholder approval is required under Section 422 of the Code. In addition, no amendment, alteration, suspension, discontinuation or termination of the 2018 Plan may materially and adversely affect the rights of a participant under any Award theretofore granted to him or her without the consent of the affected participant. Unless earlier terminated, the 2018 Plan will expire February 28, 2028, and no further Awards may be granted thereunder after such date.

~~Market Value~~

~~The per share closing price of our common shares on March 14, 2018 was $84.41.~~



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~~Federal Income Tax Consequences~~

The following is a summary of the United States federal income tax consequences of the 2018 Plan, based upon current provisions of the Code, the treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, and does not address the consequences under any other applicable tax laws. The provisions of the Code, regulations thereunder and related interpretations are complicated and their impact in any one case may depend upon the particular circumstances relating thereto.

~~Stock Options~~

In general, the grant of a stock option will not be a taxable event to the recipient and it will not result in a deduction to Arch Capital or any of its subsidiaries. The tax consequences associated with the exercise of a stock option and the subsequent disposition of common shares acquired on the exercise of such stock option depend on whether the stock option is a non-qualified stock option or an incentive stock option.

Upon the exercise of a non-qualified stock option, the participant will recognize ordinary taxable income equal to the excess of the fair market value of the common shares received upon exercise over the exercise price. If the participant is employed by a United States subsidiary, the subsidiary will generally be able to claim a deduction in an equivalent amount. Any gain or loss upon a subsequent sale or exchange of the common shares will be capital gain or loss. If the holding period for the shares is not more than one year, the gain or loss will be short-term capital gain or loss. Short-term capital gain is taxable at the same rates as ordinary income. If the holding period is more than one year, the gain or loss will be long-term capital gain or loss. In general, long-term capital gain is subject to lower maximum federal income tax rates than ordinary income.

Generally, upon the exercise of an incentive stock option, a participant will not recognize ordinary taxable income and no deduction will be available to Arch Capital or any of its subsidiaries, provided the stock option is exercised while the participant is an employee or within three months following termination of employment (longer, in the case of termination of employment by reason of disability or death). If an incentive stock option granted under the 2018 Plan is exercised after these periods, the exercise will be treated for United States federal income tax purposes as the exercise of a non-qualified stock option. Also, an incentive stock option granted under the 2018 Plan will be treated as a non-qualified stock option to the extent it (together with any other incentive stock options granted under other plans of Arch Capital and its subsidiaries) first becomes exercisable in any calendar year for common shares having

~~a fair market value, determined as of the date of grant, in excess of $100,000.~~

If common shares acquired upon exercise of an incentive stock option are sold or exchanged more than one year after the date of exercise and more than two years from the date of grant of the stock option, any gain or loss will be long-term capital gain or loss. If common shares acquired upon exercise of an incentive stock option are disposed of prior to the expiration of these one-year or two-year holding periods (a “Disqualifying Disposition”), the participant will recognize ordinary income at the time of disposition, and, if the participant is employed by a United States subsidiary, the subsidiary will generally be able to claim a deduction, in an amount equal to the excess of the fair market value of the common shares at the date of exercise over the exercise price (or, in certain circumstances, the gain on sale, if less). Any additional gain will be treated as capital gain, long-term or short-term, depending on how long the common shares have been held. Where common shares are sold or exchanged in a Disqualifying Disposition (other than certain related party transactions) for an amount less than their fair market value at the date of exercise, any ordinary income recognized in connection with the Disqualifying Disposition will be limited to the amount of gain, if any, recognized in the sale or exchange, and any loss will be a long-term or short-term capital loss, depending on how long the common shares have been held.

Although the exercise of an incentive stock option as described above would not produce ordinary taxable income to the participant, it would result in an increase in the participant’s alternative minimum taxable income and may result in an alternative minimum tax liability for the year of exercise.

~~Restricted Shares~~

A participant who receives restricted shares will generally recognize ordinary income at the time they vest. The amount of ordinary income so recognized will be the fair market value of the common shares at the time the income is recognized, determined without regard to any restrictions other than restrictions which by their terms will never lapse. If the participant is employed by a United States subsidiary, this amount will generally be deductible for United States federal income tax purposes by the subsidiary. Any gain or loss upon a subsequent sale or exchange of the common shares, measured by the difference between the sale price and the fair market value on the date the shares vest, will be capital gain or loss, long-term or short-term, depending on the holding period for the common shares. The holding period for this purpose will begin on the date following the date the shares vest.



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In lieu of the treatment described above, a participant may elect immediate recognition of income under Section 83(b) of the Code. In such event, the participant will recognize as income the fair market value of the restricted shares at the time of grant (determined without regard to any restrictions other than restrictions which by their terms will never lapse), and if the participant is employed by a United States subsidiary, the subsidiary will generally be entitled to a corresponding deduction. If a Section 83(b) election is made and the restricted shares are subsequently forfeited, the participant will not be entitled to any offsetting tax deduction.

~~Performance Shares and Other Awards~~

With respect to SARs, restricted share units, performance shares, performance units, dividend equivalents and other Awards under the 2018 Plan not described above, generally, when a participant receives payment with respect to any such Award granted to him or her under the 2018 Plan, the amount of cash and the fair market value of any other property received will be ordinary income to such participant and will be allowed as a deduction for United States federal income tax purposes to an employer that is a United States subsidiary.

~~Payment of Withholding Taxes~~

Arch Capital may withhold, or require a participant to remit to Arch Capital or a subsidiary, an amount sufficient to satisfy any federal, state or local withholding tax requirements associated with Awards under the 2018 Plan.

~~Limitation on Deductibility~~

Section 162(m) of the Code generally limits the deductible amount of annual compensation paid (including compensation otherwise deductible in connection with Awards granted under the 2018 Plan) by a public company to a “covered employee” (~~i.e.,~~ the chief executive officer, chief financial officer and certain other current or former executive officers of Arch Capital) to no more than $1,000,000 each. Since Arch Capital will not generally be subject to United States income tax, the limitation on deductibility will not directly apply to it. However, the limitation would apply to a United States subsidiary of Arch Capital if it employs a covered employee. The Committee believes that its primary responsibility is to provide a compensation program that will attract, retain and reward the executive talent necessary to Arch Capital’s success. Consequently, the Committee recognizes that the loss of a tax deduction could be necessary in some circumstances due to the restrictions of Section 162(m).

~~Compliance with Sections 409A and 457A~~

It is intended that the 2018 Plan and the Awards granted thereunder will either be exempt from or comply with Section 409A and 457A of the Code and any regulations and guidelines issued thereunder, and that the 2018 Plan and the Awards granted thereunder be interpreted on a basis consistent with such intent.

~~New Plan Benefits~~

No benefits have been received or allocated to any employee or non-employee director under the 2018 Plan and the Awards to be granted in the future are not currently determinable and, therefore, a “New Plan Benefits” table has not been included.



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~~Securities Authorized for Issuance under Equity Compensation Plans~~

~~The following information is as of December 31, 2017:~~

Column A Column B Column C
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Stock Options(1), Warrants and Rights (a)

Weighted-Average Exercise Price of Outstanding
Stock Options(1), Warrants and Rights ($)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)

Equity compensation plans approved by security holders 6,894,554
51.67
2,998,321

Equity compensation plans not approved by security holders —
—
—

Total 6,894,554
51.67
2,998,321
(2)


~~(1)~~	Includes all vested and unvested stock options outstanding of 6,590,058 and restricted stock units outstanding of 304,496. The weighted average exercise price does not take into account restricted stock units. In addition, the weighted average remaining contractual life of Arch Capital’s outstanding exercisable stock options and SARs at December 31, 2017 was 4.8 years.

~~(2)~~

Includes 1,209,876 common shares remaining available for future issuance under our Employee Share Purchase Plan and 1,788,445 common shares remaining available for future issuance under our equity compensation plans. Shares available for future issuance under our equity compensation plans may be issued in the form of stock options, SARs, restricted shares, restricted share units payable in common shares or cash, share awards in lieu of cash awards, dividend equivalents, performance shares and performance units and other share based awards. In addition 952,517 common shares, or 53.3% of the 1,788,445 common shares remaining available for future issuance may be issued in connection with full value awards (~~i.e.,~~ ~~awards other than stock options or SARs).~~



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~~THREE-FOR-ONE COMMON SHARE SPLIT~~

~~ITEM 5—APPROVAL OF AN AMENDMENT OF MEMORANDUM TO EFFECT A THREE-FOR-ONE COMMON SHARE SPLIT~~

~~What am I Voting on?~~

Shareholders are being asked to vote on a proposal to amend Arch Capital’s Memorandum of Association, as amended (“Memorandum”), to increase, by means of a three-for-one common share split, the authorized common shares of Arch Capital from 600,000,000 shares, par value $.0033 per share, to 1,800,000,000 shares, par value $.0011 per share, and to effect a split of the issued common shares of Arch Capital by changing each issued common share into three common shares (‘’Share Split’’).

~~Required Vote~~

The affirmative vote of a majority of the voting power of all of our outstanding common shares represented at the annual meeting will be required to approve the proposed amendment. This amendment will not affect our preferred shares.

~~Recommendation of the Board~~



	~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~

~~Effects and Purposes of the Share Split~~

The proposed amendment will increase the number of common shares which Arch Capital is authorized to issue from 600,000,000 to 1,800,000,000. The additional 1,200,000,000 shares will be a part of the existing class of common shares and, if and when issued, will have the same rights and privileges as the common shares presently issued and outstanding.

As of March 14, 2018 there were 189,039,050 common shares issued (of which 52,336,305 common shares were held in the treasury of Arch Capital) and 1,594,277 common shares reserved for issuance under Arch Capital’s equity compensation plans. This means that after giving effect to

the Share Split, there will be 567,117,150 common shares issued (of which 157,008,915 common shares will be held in the treasury of Arch Capital) and 4,782,831 common shares reserved for issuance under Arch Capital’s equity compensation plans and 1,232,882,850 authorized common shares that are not outstanding, held in the treasury of Arch Capital or reserved for issuance.

The Board anticipates that the increase in the number of our outstanding common shares resulting from the proposed Share Split will place the market price of the common shares in a range more attractive to investors, particularly individual investors as well as existing and prospective employees, which may result in a broader market for our shares. The Board has not proposed the increase in the amount of authorized common shares with the intention of discouraging tender offers or takeover attempts of Arch Capital.

In addition, and as is currently the case, the Company intends to use the authorized but unissued common shares for general corporate purposes. These general corporate purposes could include acquisitions, equity financings, other share distributions, and grants of SARs, options and other share rights, all as deemed necessary or advisable by the Board. We have no present plans, understandings, agreements or arrangements for the issuance of these common shares for any of these general corporate purposes, other than the grant of share-based awards in the ordinary course of business. If shareholders approve the proposal, Arch Capital will have additional authorized but unissued common shares that may be issued in the future by the Board, without the necessity of any further shareholder action, except to the extent otherwise required by applicable law, regulations or the rules of any stock exchange or other market system on which Arch Capital’s securities may then be listed.

We have been advised by tax counsel that the proposed Share Split will not result in recognition of gain, loss or other taxable income by owners of common shares under existing U.S. Federal income tax laws. The cost basis for tax purposes of each new common share and each retained common share will be equal to one-third of the cost basis for tax purposes of the corresponding common share immediately preceding the Share Split. In addition, the holding period



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for the additional common shares issued pursuant to the Share Split will be deemed to be the same as the holding period for the original common shares. Shareholders who are subject to the tax laws of other jurisdictions are urged to consult their tax advisors regarding any tax consequences of the Share Split under such laws.

In accordance with the various equity compensation plans of the Company, it will be necessary to make appropriate adjustments in the number of common shares that remain available for issuance pursuant to such plans, as well as in the number of common shares and price of common shares subject to outstanding awards under such plans. From the effective date of the proposed Share Split, the number of common shares that remain available for issuance pursuant to such plans will be tripled, the number of common shares subject to outstanding awards under such plans will be tripled, and the exercise price per common share of stock options and share appreciation rights granted under such plans will be divided by three. In addition, appropriate adjustments will be made under the Company’s employee share purchase plans and any other applicable plans.

~~Effective Date of Proposed Amendment and Issuance of Shares for Share Split~~

If the proposed amendment to the Memorandum of Arch Capital is adopted by the required vote of shareholders, such amendment will become effective on June 18, 2018, which will become the record date for the determination of the owners of common shares entitled to additional common shares and the distribution date for such additional common shares will be on or about June 20, 2018. At that time, each record date shareholder will become the record owner of, and entitled to receive two additional common shares for each common share then owned of record by such shareholder. Shareholders will receive information about the additional common shares to which they are entitled on or around the distribution date.

Shareholders will not pay, and Arch Capital will not receive, any payment or other consideration for the additional fully paid common shares that will result, or the adjustments that will be made, pursuant to the Share Split. The Share Split will not dilute the aggregate voting power, or economic value, of any common shares held by shareholders as of the effective date of the Share Split. The proposed Share Split will not affect Arch Capital’s preferred shares.

The Board reserves the right, notwithstanding shareholder approval of the proposed amendment to the Memorandum, and without further action by the shareholders, to elect not to proceed with the amendment

~~if, at any time prior to effective date, the Board determines that it is no longer in the best interests of the Company and shareholders to proceed with the Share Split.~~

~~IMPORTANT NOTE:~~

PLEASE DO NOT DESTROY OR SEND YOUR EXISTING SHARE CERTIFICATES TO US. IF THE PROPOSED AMENDMENT IS ADOPTED, THOSE CERTIFICATES WILL REMAIN VALID FOR THE NUMBER OF SHARES SHOWN THEREON, AND SHOULD BE CAREFULLY PRESERVED BY YOU. ALL SHARES ISSUED AS A RESULT OF THE PROPOSED SHARE SPLIT WILL BE ISSUED IN BOOK-ENTRY FORM OR AS A CREDIT TO AN EXISTING ACCOUNT OF A SHAREHOLDER OF RECORD. YOU WILL RECEIVE INFORMATION ABOUT THE ADDITIONAL SHARES TO WHICH YOU ARE ENTITLED ON OR AROUND THE DISTRIBUTION DATE.



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SUBSIDIARY DIRECTORS

Under our bye-law 75, the ~~Boards~~boards of ~~Directors~~directors of any of our subsidiaries that are incorporated in Bermuda, the Cayman Islands and any other subsidiary designated by our Board, must consist of persons who have been elected by our shareholders as designated company directors (“Designated Company Directors”).

ITEM 6—4—ELECTION OF SUBSIDIARY DIRECTORS

~~Required Vote~~

~~The affirmative vote of a majority of the voting power of all of our outstanding common shares represented at the annual meeting will be required for the election of Designated Company Directors.~~

~~Recommendation of the Board~~



	~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~

Nominees

The persons named below have been nominated to serve as Designated Company Directors of our non-U.S. subsidiaries indicated below. Unless authority to vote for a nominee is withheld, the enclosed proxy will be voted for the nominee, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that the nominee is unable or declines to serve.



Arch Capital Holdings Ltd.	Arch Investment Management Ltd.
~~Graham B.R. Collis; Mark D. Lyons~~François Morin; Chiara Nannini		François Morin; Christine Todd

Arch Credit Risk Services (Bermuda) Ltd.		Arch Global Services Holdings Ltd.
Brian Chen; Seamus Fearon; Alan Tiernan		Chris Hovey; François Morin

Arch Investment Property Holdings Ltd.		Alternative Re Holdings Limited, Alternative Re Limited
~~Robert Appleby; W. Preston Hutchings;~~François Morin; David J. Mulholland		François Morin; Chiara Nannini

Arch Reinsurance Ltd.		Arch Underwriters Ltd.
Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh; William Soares		Crystal Doughty; Matthew Dragonetti; Jerome Halgan; Maamoun Rajeh

Arch Investment Holdings I Ltd., Arch Investment Holdings II Ltd., Arch Investment Holdings III Ltd., Arch Investment Holdings IV Ltd.
~~W. Preston Hutchings; Mark D. Lyons; David J. Mulholland~~

~~Arch Risk Transfer Services Ltd., Alternative Re Holdings Limited, Alternative Re Limited, Alternative Underwriting Services, Ltd.~~
~~Graham B.R. Collis; Mark D. Lyons~~

~~Arch Reinsurance Ltd. (“Arch Re Bermuda”)~~
~~Nicolas Papadopoulo; Maamoun Rajeh~~

~~Arch Investment Management Ltd. (“AIM”)~~
~~W. Preston Hutchings; Constantine Iordanou; Mark D. Lyons~~

~~Arch Global Services Holdings Ltd.~~
~~Dennis R. Brand; François Morin~~

~~Arch Insurance Canada Ltd. (“Arch Insurance Canada”)~~
~~Patrick Mailloux; Robert McDowell; Michael Price; Arthur Scace; Hugh Sturgess; Ross Totten; Gerald Wolfe~~



~~Arch Underwriters Ltd.~~
~~Nicolas Papadopoulo; Maamoun Rajeh~~

~~Arch Mortgage Insurance Designated Activity Company (“Arch Mortgage”)~~
~~Anthony Asquith; Michael Constantinides; Stephen J. Curley; Seamus Fearon; Beau H. Franklin; Giuliano Giovannetti; Mark Nolan; Andrew T. Rippert~~

~~Arch Reinsurance Europe Underwriting Designated Activity Company (“Arch Re Europe”)~~
~~Anthony Asquith; Ian Britchfield; Michael Hammer; Jason Kittinger; Gerald König; Maamoun Rajeh; Søren Scheuer~~

~~Alwyn Insurance Company Limited (“Alwyn”)~~
~~Paul Cole; Michael Feetham; Elisabeth Quinn; Maamoun Rajeh; William A. Soares~~

~~Arch Insurance Company (Europe) Limited (“Arch Insurance Europe”)~~
~~Stephen Bashford; Pierre-Andre Camps; Nick Denniston; Jason Kittinger; Lino Leoni; Patrick Mailloux; Paul Martin; David H. McElroy; Matthew Shulman; Patrick Storey~~

~~Arch MI Asia Limited~~
~~Chung Foo Choy; Christopher A. Edwards; Beau H. Franklin; Jean-Philippe Latour; Andrew T. Rippert~~

Other Non-U.S. Subsidiaries, as Required or Designated Under Bye-Law 75 (except as otherwise indicated herein)
François Morin; ~~Nicolas Papadopoulo;~~David J. Mulholland; Christine Todd						François Morin; Maamoun Rajeh

Brian Chen, 35, is Senior Vice President of Credit Risk Transfer and Services at Arch Re Bermuda. Mr. Chen joined Arch in 2020 and leads Arch’s participation in GSE CRT reinsurance deals as well as its underwriting services platform to other reinsurers. Prior to joining Arch, Mr. Chen worked in various capital markets roles at Fannie Mae from 2011 to 2014 and from 2018 to 2020. Between 2014 and 2018, Mr. Chen worked in sell-side equity research at Autonomous Research covering mortgage and insurers, servicers and mortgage tech. Mr. Chen holds a B.S. in Financial Mathematics from the University of Virginia and is a CFA® Charterholder.

Crystal Doughty, 39, is Chief Underwriting Officer, Property of Arch Re Bermuda, a position she has held since August 2023. Prior to such position, Ms. Doughty was Senior Underwriter and Third-Party Capital Portfolio Manager with Arch Re Bermuda. Prior to joining Arch Re Bermuda in January 2021, she held various roles at Markel, starting in 2006, including Senior Vice President Underwriting Retro, Property International and North American Reinsurance, Senior Vice President of the sidecar, New Point and Assistant Vice President Reserving

Actuary for all lines of business including but not limited to Casualty and Specialty, Marine and Property. She holds an Honours B.Sc. in Actuarial Science and Statistics from University of Toronto and is an Associate of the Casualty Actuarial Society.

Matthew Dragonetti, 54, is President and Head of Property for Arch Re Bermuda, a position he has held since November 2017. From 2012 to 2017, Mr. Dragonetti was the Head of Worldwide Property. He joined Arch Re Bermuda in November 2001 as a Senior Underwriter for U.S. Treaty Property, ultimately becoming Head of U.S. Property in 2005. Before joining Arch Re Bermuda, he served as Vice President at Odyssey Re and prior to that, he was a Vice President of Property Treaty for Terra Nova (Bermuda) Holdings Ltd. from 1998 to 2000. He started his reinsurance career at F&G Re as an Assistant Vice President international property from 1995 to 1998. Mr. Dragonetti has a B.S. in Economics from Pennsylvania State University and an M.B.A. from Northeastern University.


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~~Robert Appleby, 56, has served~~Seamus Fearon, 43, serves as ~~a director~~CEO, International Mortgage Group of Arch Investment Property Holdings Ltd. since November 2016. He is currently Joint Chief Investment Officer for ADM Capital, a global investment manager, which he founded in Hong Kong with his business partner during the Asian financial crisis of 1997. Prior to this, he served 13 years with Lehman Brothers in London, New York and Singapore. In 2006,Capital. Mr. Appleby assisted with the formation and is also a director of the ADM Capital Foundation, a philanthropic organization closely associated with environmental conservation. Mr. Appleby is a graduate of St Peter’s College, Oxford and holds an MA in Zoology.

~~Anthony Asquith~~, 65, has served as a director of Arch Mortgage since March 2012 and of Arch Re Europe since October 2016. He began his career with the British Army, retiring in 1981 with the rank of Captain. From 1981 to 2010, Mr. Asquith served in senior management roles at two reinsurance broking companies, E.W. Payne and Guy Carpenter, including the roles of Managing Director and Global Client Development Manager for Guy Carpenter & Co. Ltd. Mr. Asquith is a graduate of the Royal Military Academy Sandhurst, England, and the University College of Wales in Wales.

~~Stephen Bashford~~, 52, joined Arch Insurance Europe in September 2011 and currently serves in the role of Senior Vice President, Chief Underwriting Officer (Financial Lines, Property and Casualty). Prior to this, Mr. Bashford spent 12 years in Beazley Group. Mr. Bashford holds a Bachelor of Laws from University of Sheffield.

~~Dennis R. Brand~~, 67, is Chairman, Worldwide Services at Arch Capital Services Inc. Mr. Brand also serves on the Group Reinsurance Steering Committee. He served as Senior Executive Vice President and Chief Administration Officer for Arch Insurance Group Inc. (“Arch Insurance Group”) until December 2017. Mr. Brand joined Arch Insurance Group in 2004 as Senior Executive Vice President and Chief Reinsurance Officer where he oversaw reinsurance, finance, information technology, actuarial, corporate underwriting, human resources, legal and premium audit departments. Prior to joining Arch Insurance Group, Mr. Brand has held various positions in the insurance industry: first in finance, then in assumed underwriting and ceded reinsurance, as well as serving in other operational roles in the industry. Mr. Brand has over 40 years of reinsurance and executive management experience through positions held at Kemper and Reliance National. Mr. Brand holds a B.A. in Business from West Virginia University; he has also served in the United States Navy.

~~Ian Britchfield, 49, has served as a director of Arch Re Europe since February 2015 and has been Chairman of the Board since November 2016. He acts as a full-time~~

Independent Non-Executive Directors and sits on number of boards in the insurance/reinsurance industry. Between 2004 and 2014 he was Managing Director of RenaissanceRe Dublin, Ireland operations. A Chartered Accountant, Mr. Britchfield started his career with PricewaterhouseCoopers where he spent seven years in their Ireland and Bermuda offices. He then served as director of Aon Insurance Managers in Dublin prior to joining RenaissanceRe. He is a Fellow of the Institute of Chartered Accountants in Ireland and a Member of the Institute of Directors.

~~Pierre-Andre Camps~~, 57, has over 30 years of experience in the non-life insurance industry in the U.K. and France. Most recently, Mr. Camps served as Chief Risk and Compliance Officer for Tokio Marine Kiln Insurance Limited and also held a variety of senior positions there, including head of corporate planning, country manager and chief property underwriter. Mr. Camps holds an M.B.A. and a masters degree in Law from the Université Paris 1 Panthen-Sorbonne.

~~Chung Foo Choy~~, 69, has over 30 years of experience in the insurance industry mainly in Hong Kong, China and Asia. Mr. Choy spent over 25 years at HSBC Insurance (Asia) Limited where he served as Chief Executive for Asia Pacific and Chairman of HSBC Insurance (Asia) Group of Companies from 2006 until his retirement end of 2007. From November 2008 to November 2013, Mr. Choy served as Chief Executive and Executive Director of Bank of China Group Life Assurance Company Ltd. He also served, from November 2008 to November 2014 as Insurance Business Adviser of Bank of China (Hong Kong) Limited. He currently serves as an Executive Director of Well Link General Insurance Company Limited since 2016. He also serves as Group Chief Executive of Well Link Group Holdings Company Limited and Executive Director since 2017. From November 2014, Mr. Choy continued his insurance career as Insurance Consultant to investors in various significant mergers and acquisitions projects. Mr. Choy has served as a director of Arch MI Asia Limited (formerly AIG United Guaranty Insurance (Asia) Limited) since March 2013.

~~Paul Cole~~, 45, has served as a director of Alwyn since July 2011. He is currently a director of Artex Risk Solutions (Gibraltar) Limited (“Artex”), formerly known as Quest Insurance Management (Gibraltar) Limited, a company that specializes in providing management services to insurance company clients, which he joined in 2007. Prior to joining Artex, he held senior roles for several years within the investment banking division of HSBC Bank plc. He is also an Associate Member of the Chartered Institute of Management Accountants and is a Member of the Chartered Institute of Insurers.



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~~Graham B.R. Collis~~, 57, has practiced law at Conyers Dill & Pearman Limited in Bermuda since 1992, where he has been a director since 1995. Mr. Collis obtained a Bachelor of Commerce Degree from the University of Toronto and received his Law Degree from Oxford University in 1985.

~~Michael Constantinides,~~ 69, has served as a director of Arch Mortgage since October 2012. From 1974 to 2011, Mr. Constantinides held several positions at the Civil Service of the Republic of Cyprus. From 2000 to 2004, he served as Director General (Permanent Secretary) Ministry of Agriculture, Natural Resources and the Environment of Cyprus, and from 2004 to 2011, he served as Director General (Permanent Secretary) Ministry of Communications and Works of Cyprus. Mr. Constantinides is the Honorary Chairman of Flight Safety Foundation (“FSF”) of the Mediterranean Region and served as a Chairman of FSF from 2008 until 2014. From October 2012 until August 2014, he served on the board of directors (Chairman) of Hippokrateon Private Hospital in Nicosia, Cyprus. He is a graduate of Queen Mary College, University of London with a degree in Mechanical Engineering and holds an M.Sc. from the University of Minnesota. He was a Fulbright Scholar (Hubert Humphrey Fellow) at the University of Washington.

~~Stephen J. Curley,~~66, has served as a director of Arch LMI Pty Ltd (“Arch LMI”) since November 2014 and of Arch Mortgage since August 2016. He was a partner of Deloitte LLP from 2001 to 2007 in the insurance consultancy area and also established a new insurance actuarial and management consultancy business in Japan during that period. From 2007 to 2014, Mr. Curley was a principal and director of Finity Consulting Pty Limited, an independent insurance and actuarial firm serving the general insurance industry in Australia. He holds a Bachelor of Economics from the Australian National University, is a Certified Practicing Accountant and is a Fellow of the Australian Institute of Company Directors.

~~Nick Denniston,~~ 63, is currently an independent consultant acting for a number of companies including FTI Consulting in the United Kingdom with over 35 years of experience in the financial services sector and a director of Uniform Leavers Application Service Ltd. Between 2004 and 2009, he was group Finance Director and a board member of Argo Underwriting Agency plc (formerly Heritage Underwriting Agency plc). Prior to that, he was a Managing Director of Securitas Capital, a Swiss Re private equity fund from 2000 to 2003. From 1995 to 1999, he was Finance Director of CDC Capital Partners, a U.K. government-owned investment business. From 1982 to 1995, he worked at SG Warburg in various finance positions, including Executive Director, working on mergers and acquisitions and equity issues.

~~Mr. Denniston qualified as a Chartered Accountant with Arthur Young in London in 1981.~~

~~Christopher A. Edwards,~~ 63, is a Fellow of the Institute of Chartered Accountants in England and Wales with over 30 years of experience in senior finance roles, predominantly in banking and insurance. This includes over 20 years of experience in life, property and casualty insurance. He previously spent over 10 years as Chief Financial Officer for several international insurance companies in Asia, including five years as Chief Financial Officer for HSBC Insurance (Asia) Ltd.

~~Seamus~~ Fearon ~~37,~~ joined Arch Capital in September 2012 and ~~currently serves~~previously served as the Chief Actuary of the Global Mortgage Group. Prior to joining Arch, ~~Capital,~~ Mr. Fearon was Associate Director and Actuary for KPMG Dublin from 2008 to ~~2012 and, from 2003-2008, Mr. Fearon~~2012. From 2003 to 2008, he was Pricing Actuary for Aviva General Insurance Ltd. Mr. Fearon is a Fellow of the Institute and Faculty of Actuaries and holds a B.Sc. in Actuarial ~~and Financial~~ Mathematics from Dublin City University.

~~Michael Feetham,~~ 73, joined the board of directors of Alwyn in December 2011. Mr. Feetham served as a Member of the Gibraltar Parliament from 1984 to 1996 and Minster for Trade and Industry with responsibility for Gibraltar’s Economic Development, Trade, Port and the Finance Centre from 1988 to 1996. During this time, his responsibilities included the introduction of key financial services legislation in Gibraltar. Since 1996, Mr. Feetham has served as a director for several companies in Gibraltar and a consultant. He also ~~established a business development company based in Lima, Peru in 2011.~~completed the Program for Leadership Development from Harvard Business School.

~~Beau H. Franklin,~~ 48, is President and Chief Executive Officer, an Arch Capital position, for the International Mortgage Group. He joined Arch Capital in 2008 to assist in the development of the mortgage insurance segment and left in early 2010 to pursue personal interests. In 2012, Mr. Franklin consulted with Arch Capital to determine the feasibility of developing an Australian domiciled mortgage insurer. From May 2015 to September 2017, Mr. FranklinJerome Halgan, 50, was appointed Chief Executive Officer of Arch ~~LMI. Prior~~Re Bermuda in January 2018. Mr. Halgan joined Arch in 2009 as Senior Underwriter with Arch Re Bermuda before being promoted to ~~joining Arch Capital, and for~~Chief Underwriting Officer in June 2012. He then took on the ~~period from 1998 to September 2008, Mr. Franklin was~~role of President and Chief Executive Officer of Financial Security Assurance International Ltd. and a director of XL Financial Assurance Ltd, which later became Syncora Capital Assurance Ltd. Mr. Franklin holds a B.A. from Bond University in Australia.

~~Giuliano Giovannetti,50, is President and Chief Executive Officer~~ of Arch ~~Mortgage~~Re (U.S.) in ~~Dublin. Since~~August 2014, a position he held until January ~~2014, he has also served as a director of Arch Mortgage. He has also served as a director of Arch Underwriters Europe Limited (“Arch Underwriters Europe”) since July 2015. He started his~~



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career as a strategy consultant with McKinsey & Co. between 1994 and 2000 focusing on financial institutions. He has held several entrepreneurial and managerial roles in the corporate finance and real estate sectors. In particular, between 2004 and 2008,2016, when he was the country manager for Italy and later the head of the European branches of PMI Europe, a mortgage insurer. Mr. Giovannetti is a Fellow of the Institute and Faculty of Actuaries and holds an M.Sc. in Electronic Engineering from Politecnico di Milano and an M.B.A. from Insead.

~~Michael Hammer,51, has served as~~named Chairman, President and Chief Executive Officer of Arch Re ~~Europe since September 2014~~(U.S.) before assuming his current role. Prior to Arch, Mr. Halgan worked with the Berkshire Hathaway Reinsurance Group as a Vice President from 2001 to 2009 and ~~as director~~with Sorema N.A. Reinsurance Group from 1996 to 2001 with responsibilities within property underwriting and business analysis. Mr. Halgan holds an M.B.A. from the Stern School of Business and an engineering degree from the École Supérieure d’Électricité in France.

Chris Hovey, 57, is Chief Operations Officer of Arch ~~Underwriters Europe since~~Capital Services LLC. From July ~~2015. He previously~~2018 to January 2020, Mr. Hovey served as Head of Credit & Surety of Arch Re Europe from August 2012. He joined Arch Re Europe in April 2012 as a management team member of the former Ariel Re Credit & Surety team since August 2009. From 1996 to 2009, Mr. Hammer held a variety of senior underwriting positions at Swiss Re in Zurich and London both in credit & surety reinsurance and corporate insurance. He also served in several underwriting positions at American International Group, Inc. between 1992 and 1996 in New York, Paris and Frankfurt in corporate risk financing. He holds a Masters in Risk Management and Insurance from St. Gallen University, Switzerland.

~~W. Preston Hutchings,~~ ~~61, has served as President of AIM since April 2006 and Senior~~Executive Vice President and Chief ~~Investment~~Information Officer at Arch Capital Services LLC. Prior to that, he held the role of Chief Operating Officer of Arch ~~Capital since July 2005. Prior to~~Mortgage Insurance Company. Before joining Arch, ~~Capital,~~ Mr. ~~Hutchings was at RenaissanceRe from 1998 to 2005, serving~~Hovey acted as Senior Vice President and Chief Investment Officer. Previously, he was Senior Vice President and Chief Investment Officer of Mid Ocean Reinsurance Company Ltd. from January 1995 until its acquisition by XL Group plc in 1998. Mr. Hutchings began his career as a fixed income trader at J.P. Morgan & Co., working for the firm in New York, London and Tokyo. He graduated in 1978 with a B.A. from Hamilton College and received in 1981 an M.A. in Jurisprudence from Oxford University, where he studied as a Rhodes Scholar.

~~Constantine Iordanou~~, 68, has been Chairman of the Board of Arch Capital since November 2009 and was Chief Executive Officer of Arch Capital since August 2003 to March 2018. From March 1992 through December 2001, Mr. Iordanou served in various capacities for Zurich Financial Services and its affiliates, including as Senior Executive Vice President of group operations and business development of Zurich Financial Services, President of Zurich-American Specialties Division, Chief Operating Officer and Chief Executive Officer of Zurich-American and Chief Executive Officer of Zurich North America. Prior to joining Zurich, he served as President of the commercial casualty division of the Berkshire Hathaway Group and

for PMI since 2011. He also served as Senior Vice President ~~with the American Home Insurance Company,~~of servicing operations and loss management for PMI, which he originally joined in 2002. Mr. Hovey holds a ~~member of the American International Group. Since 2001, Mr. Iordanou has served as a director of Verisk Analytics, Inc. (formerly known as ISO Inc.). He holds an aerospace engineering degree~~B.A. from ~~New York University.~~

~~Jason Kittinger~~, 38, joined Arch Insurance Europe in May 2006 and has served as Vice President, Financial Controller and more recently in the role of Senior Vice President, Finance Director. Prior to May 2006, Mr. Kittinger spent four years at Arch Insurance Group. Mr. Kittinger has a B.S. in Business Administration with a concentration in accounting from SamfordSan Francisco State University and ~~is a Certified Public Accountant.~~an M.B.A. from Saint Mary’s College in Moraga, California.

~~Gerald König,~~ ~~60, has served as a director of Arch Re Europe since October 2014. He~~François Morin, 56, is currently Chief Executive Officer of PRS Prime Re Services in Switzerland, which he joined in January 2014. He began his career in 1986 as an underwriter of non-life reinsurance business at Frankona Re in Munich. He served in multiple senior roles after Frankona Re was acquired in 1995 by General Electric Co. From July 2003 until December 2006, he was a member of the Board of Management of GE Frankona Re. From 2007, Mr. König served as Chief Executive Officer of the Swiss Branch of Montpelier Re Bermuda and at the same time served as Lloyd’s Coverholder on behalf of Syndicate 5151 until December 2013. He holds a degree from the University of Munich in Economics, Business Administration, Political Sciences and Health Care Economics.

~~Jean-Philippe Latour,~~ 51, is Head of Mortgage Underwriting with Arch Re Bermuda since 2013. Prior to joining Arch Re Bermuda, Mr. Latour was Vice President Secondary and Capital Markets with MCAP from 2009 to 2013. Prior to MCAP, Mr. Latour was Vice President Capital Markets with GMAC RFC, from 2004 to 2009, responsible for all aspects of mortgage securitization, trading and pricing. He holds a B.Sc. in Actuarial Sciences from Université Laval. Mr. Latour is a Fellow of the Society of Actuaries, Fellow of the Canadian Institute of Actuaries and a Chartered Financial Analyst.

~~Lino Leoni,~~51, joined Arch Insurance Europe in May 2005 and served as Head of the Accident & Health division. In 2016, he assumed the role of Active Underwriter at Arch Underwriting at Lloyd’s Ltd (“Arch Underwriting”) and in 2017 he was appointed Chief Underwriting Officer for Arch Insurance Europe and Arch Underwriting for the Specialty, Marine and Energy lines. Prior to that, he spent seven years at CNA where he held the title of Senior Personal Accident Underwriter. Mr. Leoni also worked at Generali-Assitalia’s UK branch from 1993 to 1998 where he worked as reinsurance treaty underwriter and as liaison manager for the head office ceded reinsurance department before being



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~~appointed Operation Manager and Head of the branch’s Actuarial department. Mr. Leoni has over 25 years of industry experience within the London marketplace.~~

~~Mark D. Lyons,~~ ~~61, has served as~~ Executive Vice President, Chief Financial Officer and Treasurer of Arch Capital, a position he has held since ~~September 2012. From September 2012 to~~ May ~~2015, he also functioned as Chief Risk Officer.~~2018. Prior to ~~that, he~~such position, Mr. Morin served as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group, an officer position of Arch Capital, and Chairman and Chief Executive Officer of Arch Insurance Group since July 2008. Prior thereto, he served as President and Chief Operating Officer of Arch Insurance Group from June 2006. Prior to June 2006, he served as Executive Vice President of group operations and Chief Actuary of Arch Insurance Group from August 2003. From August 2002 to 2003, he was Senior Vice President of group operations and Chief Actuary of Arch Insurance Group. From 2001 until August 2002, Mr. Lyons worked as an independent consultant. From 1992 to 2001, Mr. Lyons was Executive Vice President of product services at Zurich U.S. From 1987 until 1992, he was a Vice President and actuary at Berkshire Hathaway Insurance Group. Mr. Lyons holds a B.S. in Mathematics from Elizabethtown College. He is also an Associate of the Casualty Actuarial Society and a Member of the American Academy of Actuaries.

~~Patrick Mailloux,~~ 57, is an Executive Vice President with Arch Insurance Group. Prior to joining Arch Insurance Group in 2014, Mr. Mailloux served in many executive roles with the Swiss Reinsurance Group (“Swiss Re”) over his 23-year tenure. These included Chief Executive Officer and President of Swiss Reinsurance America Corporation, Member of the Americas Division’s Management Board, Chief Operating Officer of the Americas Division, President and Chief Executive Officer of Swiss Re Canada and Senior Vice President and Chief Financial Officer of the Canadian operation. Mr. Mailloux’s other executive roles at Swiss Re have included treaty marketing and underwriting and actuarial and consulting experience. He began his career in 1984 as an Actuarial Analyst with Fireman’s Fund Insurance in Toronto and served as an actuary and officer with Prudential Assurance in Montreal. Mr. Mailloux has a B.Sc. degree in Actuarial Studies from Université Laval in Quebec City and an M.B.A. from McGill University in Montreal. He is also a Fellow of the Casualty Actuarial Society and the Canadian Institute of Actuaries as well as a Chartered Financial Analyst.

~~Paul Martin,~~53, is a Fellow of the Institute and Faculty of Actuaries in the U.K. with 30 years experience in the global property and casualty insurance and reinsurance markets with extensive experience of actuarial and risk matters. He previously spent 18 years with the Catlin Group, initially as Group Chief Actuary and ultimately as Group Chief Risk

~~Officer leading a large team of professionals worldwide. He is also currently a director of Cathedral Underwriting Ltd and International General Insurance Company (UK) Limited.~~

~~Robert McDowell,~~71, has served as a director of Arch Insurance Canada since July 2012. Mr. McDowell is a partner of Fasken Martineau DuMoulin LLP, a law firm in Canada, and has been with the firm since 1970. He is Chair of the firm’s financial institutions group. He specializes in transactional, financing, corporate, governance and regulatory work for insurance companies. He is a graduate of Osgoode Hall Law School.

~~David H. McElroy,~~ 59, is Vice Chairman of Arch Worldwide Insurance Group since October 2017. Prior to that time, he has served as Chairman and Chief Executive Officer of Arch Worldwide Insurance Group, an officer position of Arch Capital, since September 2012, and Chairman and Chief Executive Officer of Arch Insurance Group since July 2012. He joined Arch Insurance Group in 2009 as the President of the Financial and Professional Liability Group, which is comprised of the executive assurance, professional liability, surety and healthcare lines. Prior to joining Arch Insurance Group, Mr. McElroy was a Senior Vice President at The Hartford. He joined The Hartford in 2000 from the acquisition of the directors and officers and errors and omissions business of Reliance National. He started his career at Chubb. Mr. McElroy is a graduate of Temple University with a B.A. in Business Administration.

~~François Morin,~~ ~~50, is~~ Senior Vice President, Chief Risk Officer and Chief Actuary of Arch Capital, a position he ~~has~~ held since May 2015. He joined Arch Capital in October 2011 as Chief Actuary and Deputy Chief Risk Officer. From January 1990 through September 2011, Mr. Morin served in various roles for Towers Watson & Co. and its predecessor firm, Towers Perrin Forster & Crosby, including its actuarial division, Tillinghast. He holds a B.Sc. in Actuarial Science from Université Laval in Canada. He is a Fellow of the Casualty Actuarial Society, a Chartered

Financial Analyst, a Chartered Enterprise Risk Analyst and a Member of the American Academy of Actuaries.

David J. Mulholland, ~~51,~~ 57, has served as Senior Vice President and Chief PM, Onshore Portfolios at AIM since March 2022. Prior to March 2022, he served as Senior Vice President & Chief Administrative Officer ofat AIM ~~since~~from November 2011. Prior to ~~November 2011,~~that, he served as Vice President at AIM, which he joined in January 2006. Prior to that time, he spent 11 years at STW Fixed Income Management where he held the title of Principal and Portfolio Manager. From 1990 to 1994, he worked as a money market and foreign exchange trader in the treasury department of the Bank of Butterfield in Bermuda. Mr. Mulholland holds a B.S. with a concentration in finance from Boston University.

~~Mark Nolan,~~ ~~51, is Chief Financial Officer of Arch Re Europe. He joined Arch Re Europe in November~~Chiara Nannini, 44, has practiced law at Conyers since 2008, ~~as Finance~~



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Director. He has served as a director for Arch Mortgage since December 2011. Prior to joining Arch Re Europe, he served as Chief Financial Officer for the European operations of Quanta Capital Group and Managing Director of Quanta Europe Limited during 2003 to 2008. From 2001 to 2003, Mr. Nolan was General Manager and director of Chubb Financial Products (Ireland) Limited. Mr. Nolan has held other finance and operations positions with insurance companies and financial institutions and commenced his career as a Chartered Accountant. He is a Fellow of the Institute of Chartered Accountants in Ireland.

~~Nicolas Papadopoulo,~~ 55, is Chairman and Chief Executive Officer of Arch Worldwide Insurance Group and Chief Underwriting Officer for the Property & Casualty Group, executive positions at Arch Capital. From July 2014 to September 2017, Mr. Papadopoulo was Chairman and Chief Executive Officer Arch Reinsurance Group at Arch Capital. He joined Arch Re Bermuda in December 2001 where he held variety of underwriting roles. Prior to joining Arch, he held various positions at Sorema N.A. Reinsurance Group, a U.S. subsidiary of Groupama and he was also an insurance examiner with the Ministry of Finance, Insurance Department, in France. Mr. Papadopoulo graduated from École Polytechnique in France and École Nationale de la Statistique et de l’Administration Economique in France with a masters degree in statistics. He is also a Member of the International Actuarial Association and a Fellow at the French Actuarial Society.

~~Michael Price,~~ 45, joined Arch Insurance Group in 2009 to develop and manage executive assurance lines of business. In December, 2014, Mr. Price was appointed Chief Underwriting Officer of Arch Insurance Group. He has 22 years of experience in the insurance industry, serving in underwriting and management positions at Chubb, AIG, Reliance National, and immediately prior to joining Arch Insurance Group, as Vice President of the Financial Products Division of The Hartford. Mr. Price holds a B.A. in Economics from Boston College.

~~Elisabeth Quinn~~, ~~54, has served as a director of Alwyn since July 2011. Since 2004,~~ she has been a director since 2017. Ms. Nannini obtained a B.A. in Politics and Italian from the University of ~~Artex, a company that specializes~~Virginia in ~~providing management services~~2003 and received her law degree from the London School of Economics and Political Science in 2006. Since joining Conyers, Ms. Nannini was based in Conyers’ São Paulo, Brazil office from 2010 to insurance company clients. In her role, she is responsible for the finance and accounting function, risk management and Solvency II requirements and sits on a number of insurance company boards and committees. Prior to setting up Artex, Mrs. Quinn worked for Touche Ross (now Deloitte LLP) in London from 1986 to 1990 and as an audit manager for a small firm of accountants from 1990 to 1995. She is a graduate of Southampton University and a qualified Chartered Accountant.

2013.

Maamoun Rajeh, ~~47, was promoted to the position of~~ 53, has served as Chairman and Chief Executive Officer of Arch Worldwide Reinsurance Group insince October 2017. From July 2014 to September 2017, he was Chairman and Chief Executive Officer of Arch Re Bermuda. He joined Arch Re Bermuda in 2001 as an underwriter, ultimately becoming Chief Underwriting Officer in November 2005. Most recently, he was President and Chief Executive Officer of Arch Re Europe from October 2012 to July 2014. From 1999 to 2001, Mr. Rajeh served as Assistant Vice President at HartRe, a subsidiary of The Hartford Financial Services Group, Inc. Mr. Rajeh also served in several business analysis positions at the United States Fidelity and Guarantee Company between 1992 and 1996 and as an underwriter at F&G Re from 1996 to 1999. He has a B.S. from The Wharton School of Business of the University of Pennsylvania and he is a Chartered Property Casualty Underwriter.

~~Andrew T. Rippert~~, 57, has served as Chairman and Chief Executive Officer of Arch Worldwide Mortgage Group at Arch Capital since January 2014. Prior to that, he served as President and Chief Executive Officer of Arch Mortgage from December 2011 to March 2014. Prior to December 2011, he served as senior executive of mortgage insurance at Arch Re Bermuda. He joined Arch Insurance Europe in September 2010 as a Senior Vice President. Prior to that time, he worked as a consultant to mortgage insurers and mortgage backed security investors. From 2001 through 2006, he held various positions at Radian Guaranty Inc., a subsidiary of Radian Group Inc. including senior vice president and managing director of the international mortgage insurance group. He has also worked in reinsurance as an actuary and underwriter. Mr. Rippert serves on the board of directors of the Mortgage Bankers Association (“MBA”) and the MBA’s Opens Doors Foundation. He is also a member of the Executive Committee of the Housing Policy Council and a voting member of the MBA’s Residential Board of Governors.Mr. Rippert graduated from Drexel University with a B.S. in Physics and Mathematics and has an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Rippert is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries.

~~Arthur Scace~~, 79, has served as a director of Arch Insurance Canada since July 2012. Mr. Scace joined the Canadian law firm, McCarthy Tétrault, in 1967, serving as a Partner from 1972 to 2003, as well as Managing Partner of the firm from 1988 to 1998 and Chairman from 1990 to 1992 and 1996 to 1998. Mr. Scace currently serves as a director of several other Canadian companies and charitable foundations. He holds a B.A. from the University of Toronto, an M.A. from Harvard University, a B.A. from Oxford University and a L.L.B. from Osgoode Hall Law School.



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~~Søren Scheuer,~~ ~~54, has served as General Manager~~William Soares, 44, is Chief Underwriting Officer, Casualty and Specialty of Arch Re ~~Accident & Health ApS (“Arch Re Denmark”) in Denmark~~Bermuda, a position he has held since ~~September 2010.~~August 2023. Prior to ~~that time, he~~such position, Mr. Soares served as ~~Chief Executive Officer~~Head of ~~Arch Re Europe in Dublin from June 2008~~Specialty and ~~as General Manager~~Head of Arch Re Denmark from May 2007 to June 2008. Before joining Arch Re Denmark, he served as General Manager of Danish Re from October 2000 to May 2007 and was responsible for accident & health business worldwide. Prior to that time, he held various positions at the International Division of ReliaStar Reinsurance Group (now part of RGA) from 1991, including Managing Director of the Danish Branch since 1997. Prior to 1991, Mr. Scheuer worked as an actuarial assistant at the largest Danish life and pension company, Statsanstalten for Livsforsikring. Mr. Scheuer graduated from the University of Copenhagen in Denmark with a masters degree in Actuarial Science.Customized Products. He ~~is also a Member of the International Actuarial Association and a Fellow at the Danish Actuarial Society.~~

~~Matthew Shulman,~~44, joined Arch Insurance Europe in July 2016 as President and Chief Executive Officer. He has more than 20 years experience in the insurance industry and previously worked at Arch Insurance Group since June 2009. Most recently at Arch Insurance Group, Mr. Shulman was an Executive Vice President who managed the Executive Assurance and Professional Liability underwriting divisions. Prior to joining Arch Insurance Group and for the period from June 2000 to June 2009, he worked at The Hartford in various senior underwriting positions within their Financial Products Division. Mr. Shulman has a B.A. from Cornell University and a J.D. from Fordham University School of Law.

~~William A. Soares,~~ ~~38,~~ joined Arch Re Bermuda in 2006 as a Casualty ~~Underwriter and was promoted in July 2015 to Co-Head Customized Products and to Head of Specialty in January 2018.~~Underwriter. Prior to joining Arch Re Bermuda, he was an Assurance Manager in the reinsurance department for Ernst & Young in Bermuda. He graduated in 2002 with a B.A. in Economics from Harvard ~~University and is a Chartered Accountant in Bermuda.~~University. Mr. Soares is a CFA® Charterholder who holds the Chartered Property Casualty Underwriter anand Associate in Reinsurance designations.

Alan Tiernan, 38, serves as Global Chief Actuary and ~~a Chartered Financial Analyst.~~

~~Patrick Storey,~~ ~~59, is a Chartered Accountant and was formerly Senior Partner~~International Chief Operating Officer for the Mortgage Group of Arch Capital. Mr. Tiernan joined Arch Capital in October 2014 as an Actuary in the ~~Financial Services~~ Group ~~at Grant Thornton UK LLP. After 30 years specializing in Governance, Culture~~Actuarial and ~~Regulation in the Financial Services Sector, he retired from Grant Thornton to take on a select portfolio of Non-Executive and Advisory roles. He is a serving member~~Risk team before becoming Chief Actuary of the Global Mortgage Group of Arch Capital in April 2020. Prior to joining Arch, Mr. Tiernan held various actuarial pricing roles with Zurich Insurance plc in Dublin from 2013-2014 and with Aviva General Insurance Ltd. in Dublin from 2008-2012. Mr. Tiernan holds a Bachelor’s Degree in Actuarial and Financial ~~Markets Tribunal for the Dubai Financial Services Authority~~Studies from University College Dublin and ~~also the Quality Assurance Review Committee of the Chartered Accountants Regulatory Board in Ireland. Mr. Storey~~ is a Fellow of the Institute and Faculty of ~~Chartered Accountants~~Actuaries in ~~England~~the U.K., the Casualty Actuarial Society in the U.S. and ~~Wales,~~the Society of Actuaries in Ireland.

~~he holds a Financial Planning Certificate and~~Christine Todd, 57, is ~~a member of the Chartered Institute for Securities & Investment.~~

~~Hugh Sturgess,~~ ~~40, joined Arch Insurance Group in 2005 with responsibility for establishing management liability and professional liability product lines in Canada. Mr. Sturgess was appointed~~Senior Vice President, ~~and~~ Chief ~~Executive~~Investment Officer of Arch ~~Insurance Canada.~~Capital and President of AIM. She joined Arch in July 2014. He has 16 years of experience in various roles in the financial services industry, including as a Senior Analyst with the Royal Bank of Canada’s Capital Markets division, and as an underwriter with Chubb Insurance Company of Canada. Mr. Sturgess has a Bachelor of Commerce from McGill University in Montreal, and holds the Chartered Insurance Professional designations.

~~Ross Totten,~~ ~~71, has served as a director of Arch Insurance Canada since October 2013. Mr. Totten began his insurance career in 1966~~June 2021 and has ~~four decades of experience in senior management of intermediaries, primarily as Chief Executive Officer. He now consults with brokers, MGA’s~~responsibility for setting the firm’s investment strategy and ~~specialty markets on claims, marketing and distribution. He was founder of Totten Insurance Group in 2002, which is now part of Hub International, and past President~~managing the day-to-day operations of the ~~Insurance Institute~~investment portfolio. Prior to joining Arch, Ms. Todd was Head of ~~Ontario. Mr. Totten~~Fixed Income, U.S., for Amundi US from February 2019 to May 2021. She has also held executive roles at Neighborly Investments, Standish Mellon Asset Management Company LLC and Gannett, Welsh & Kotler. She is a ~~Fellow at the Insurance Institute of Canada~~Chartered Financial Analyst and ~~a Canadian Chartered Insurance Broker.~~

~~Gerald Wolfe,~~69, has served as Chairman of Arch Insurance Canada since February 2015. Prior to that time, he served as President and Chief Executive Officer of Arch Insurance Canada from February 2013 through July 2014. He has also served as a director of Arch Insurance Canada since July 2012. Mr. Wolfe has over 40 years of experience in the insurance industry, most recently as Senior Vice President, Casualty Operations at Berkley Canada from 2008 to 2010. From 2008 to 2010, he was Casualty Manager at Creechurch International Underwriters, and from 1975 to 2005, he served in several senior positions at General Reinsurance, Canada, including Senior Vice President, Treaty Operations. Mr. Wolfe also served as the Chief Agent of General Reinsurance Canada for 20 years. Mr. Wolfe hasholds a B.A. from Georgetown University and an M.B.A. from Boston University.

Required Vote

The affirmative vote of a majority of the ~~University~~voting power of ~~Montreal.~~all of our issued and outstanding common shares represented by shareholders present in person or by proxy at the Annual Meeting will be required for the election of Designated Company Directors.

Recommendation of the Board


			THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.


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ANNEX A—GENERAL INFORMATION



							Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting ~~of Shareholders~~ to be held on May 9, ~~2018:~~2024: For the convenience of our shareholders, this ~~proxy statement~~Proxy Statement and ~~2017~~the 2023 Annual Report ~~to Shareholders~~ for the Annual Meeting ~~of Shareholders~~ to be held on May 9, ~~2018~~2024 are available ~~at:~~ ~~www.proxyvote.com.~~at proxyvote.com.

Notice and Access

We are furnishing proxy materials to our shareholders primarily via the ~~Internet~~internet under the SEC’s “Notice and Access” rules. On or about March ~~29, 2018,~~28, 2024, we expect to mail to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our ~~proxy statement~~Proxy Statement and ~~2017~~2023 Annual ~~Report to Shareholders.~~Report. The Notice of Internet Availability also will instruct you on how to access and submit your proxy through the ~~Internet,~~internet, by phone or with your mobile device.

We are providing ~~Internet~~internet distribution of our proxy materials to expedite receipt by shareholders, reduce costs and conserve paper. However, if you would like to receive printed proxy materials, please follow the instructions on the Notice of Internet Availability.

Electronic Access to Proxy Materials

This ~~proxy statement~~Proxy Statement and our ~~2017~~2023 Annual Report ~~to Shareholders~~ are available at ~~www.proxyvote.com~~proxyvote.com or at the Company’s website, ~~www.archcapgroup.com~~archgroup.com. If you received paper copies of this year’s ~~proxy statement~~Proxy Statement and Annual Report ~~to Shareholders~~or our Notice of Internet Availability by mail, you can elect to receive an e-mail message in the future that will provide a link to those documents on the ~~Internet.~~internet. By opting to access your proxy materials via the ~~Internet,~~internet, you will:


▪	~~gain faster access to your proxy materials;~~


▪	~~help reduce production and mailing costs;~~


▪	~~reduce the amount of mail you receive; and~~


▪	~~save paper.~~

▪gain faster access to your proxy materials;

▪help reduce production and mailing costs;

▪ reduce the amount of mail you receive; and

▪ save paper.

If you have already enrolled in the electronic access service, you will continue to receive your proxy materials by e-mail, unless and until you change your delivery preference.

Registered and Beneficial Shareholdersmay enroll in the electronic proxy and annual report access service for future annual general meetings by registering at ~~www.proxyvote.com~~proxyvote.com. If you vote via the ~~Internet,~~internet, simply follow the prompts that link you to that website.



							Shareholders Entitled to Vote and Voting Standard

Our Board set March ~~14, 2018~~13, 2024 as the record date for the ~~meeting.~~ Annual Meeting. This means that shareholders as of the close of business on that date are entitled to receive this ~~notice~~Notice of the ~~annual meeting~~Annual Meeting and vote at the ~~annual meeting~~Annual Meeting and any and all postponements or adjournments of the ~~annual meeting.~~Annual Meeting.

On the record date, there were ~~136,702,745~~375,145,392 common shares issued and outstanding and entitled to vote, subject to our bye-laws (described below). At that date, there were an estimated ~~1,010~~2,605 holders of record and approximately ~~35,000 beneficial~~377,591 beneficial holders of ~~the~~our common shares. Each holder of record of shares on the record date is entitled to cast one vote per share, subject to the

limitations described below. Only holders of the Company’s common shares may

vote at the ~~annual meeting.~~Annual Meeting. The Company’s issued and outstanding preferred shares have no voting rights (except in very limited circumstances, which do not currently apply).

How to Vote

You are encouraged to vote in advance of the ~~annual meeting,~~Annual Meeting, even if you are planning to ~~attend in person.~~attend.

You can use any of the following methods listed to vote. Make sure you have your ~~Notice,~~ proxy card, Notice or ~~vote instruction form~~Voting Instruction Form in hand and follow the instructions.


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Registered Shareholders

Shareholders who hold their shares directly with our stock registrar, American Stock Transfer & Trust Company, can vote any one of several ~~ways.~~

ways:



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Via the Internet:Visit ~~www.proxyvote.com~~proxyvote.com and follow the instructions on the website.

If you vote via the ~~Internet~~internet or by phone, your voting instructions may be transmitted until 11:59 p.m. Eastern Daylight Time on May 8, ~~2018. See “Arch Capital Employee Share Purchase Plan” below for voting instructions regarding shares held under our share purchase plan~~.2024.

By Phone:Call 1-800-690-6903 and follow the voice prompts.

By Mail: Sign, date and return the proxy card.

By QR Code: Scan the QR Code on your proxy card, Notice or Voting Instruction Form to vote with your mobile device.

~~In Person:~~ Attending the Meeting: Attend the ~~annual meeting,~~Annual Meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting (see below “Annual Meeting Attendance”).

Beneficial Shareholders

Shareholders who hold their shares beneficially through an institutional holder of record such as a bank or broker (sometimes referred to as holding shares “in street name”), will receive voting instructions from that holder of record. If you wish to vote ~~in person~~ at the ~~annual meeting,~~Annual Meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting.



							Quorum; Votes Required for Approval

The presence of two or more persons representing, in person or by proxy, including proxies properly submitted by mail, telephone or ~~Internet,~~internet, at least a majority of the voting power of our shares issued and outstanding and entitled to vote at the ~~annual meeting~~Annual Meeting is necessary to constitute a quorum. If a quorum is not present, the ~~annual meeting~~Annual Meeting may be adjourned until a quorum is obtained. The affirmative vote of a majority of the voting power of the shares represented by shareholders present in person or by proxy at the ~~annual meeting~~Annual Meeting will be required for approval of each of the proposals, except for Item 1 as described below and Item 2 which is advisory and does not have a required vote.

With respect to Item 1, in any uncontested election of directors, the affirmative vote of a majority of the votes cast will be required to elect each director. In the event of a director election in which the number of director nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of the votes cast for such directors. Our Corporate Governance Guidelines provide that in an uncontested election, any nominee for director who fails to receive a majority of the votes cast in such election will be obligated to tender his or her resignation to the Board. The ~~nominating committee~~Nominating and Governance Committee or other ~~committee~~Committee designated by our Board will consider any such resignation and make a recommendation to the Board whether to accept or reject the resignation. The Board would then be

required to accept or reject the resignation within 90 days

following certification of the election results, taking into account all relevant facts and circumstances, and would publicly disclose its reasons if the resignation is not accepted.

An automated system administered by our distribution and tabulation agent will tabulate votes cast by proxy at the ~~annual meeting,~~Annual Meeting, and our inspector will tabulate votes cast ~~in person.~~during the Annual Meeting. Abstentions and broker non-votes (i.e., shares held by a broker which are represented at the meeting but with respect to which such broker does not have discretionary authority to vote on a particular proposal) will be counted for purposes of determining whether or not a quorum exists. Abstentions will not be considered in determining the number of votes necessary for approval of Item 1 and will be considered in determining the number of votes necessary for approval of Items 3 ~~4, 5~~ and 6.4.

Several of our officers and directors will be present at the ~~annual meeting~~Annual Meeting and available to respond to questions. Our independent auditors are expected to be present at the ~~annual meeting~~Annual Meeting and will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.


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							Effect of Your Proxy

Your proxy authorizes another person to vote your shares on your behalf at the Annual Meeting.

If your valid proxy is received by ~~Internet,~~internet, telephone or mail before the deadline, the persons designated as proxies will vote your shares per your directions. We have designated two of our officers as proxies for the ~~2018~~2024 Annual ~~Meeting of Shareholders –~~ Meeting—Marc Grandisson and ~~Susie Tindall.~~François Morin.

Should any other matter not referred to in this ~~proxy statement~~Proxy Statement properly come before the meeting, the

designated proxies will vote in their discretion. If any ~~Director~~director nominee should refuse or be unable to serve, an event that is not anticipated, your shares will be voted for the person designated by the Board to replace such nominee or, alternatively, the Board may reduce the number of ~~Directors~~directors on the Board.



							Effect of Not Casting Your Vote

Registered Shareholders

When a valid proxy is received, but specific choices are not indicated, the designated proxies will vote as recommended by the Board.

Beneficial Shareholders

It is critical that you cast your vote if you want it to count in the election of ~~Directors~~directors and most other items on the agenda. Under applicable regulations, if you hold your shares beneficially and do not instruct your bank, broker or other holder of record on how to vote your shares, the

holder of record will only have discretion to vote your uninstructed shares on the appointment of our

independent registered public accounting firm (Item 3). The holder of record will not have discretion to vote your uninstructed shares on the election of ~~four~~two Class II ~~directors~~Directors (Item 1), the advisory vote to approve ~~named executive officer~~NEO compensation (Item 2), ~~the approval of the Arch Capital Group Ltd. 2018 Long Term Incentive and Share Award Plan (Item 4), the approval of a three-for-one common share split (Item 5)~~ or the election of certain individuals as Designated Company Directors of certain of our non-U.S. subsidiaries, as required by our bye-laws (Item 6)4), resulting in “broker non-votes” on those items.



							Revoking Your Proxy or Changing Your Vote

You may change your vote at any time before the proxy is exercised.

Registered Shareholders

If you voted by mail, you may revoke your proxy at any time before it is exercised by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the meeting or by giving written notice to the Secretary. If you voted via the ~~Internet~~internet or by phone, you may change your vote with a timely and valid later ~~Internet~~internet or telephone vote, or by voting by ballot at the meeting.

Attendance at the meeting will not have the effect of revoking a proxy unless (1) you give proper written notice

of revocation to the Secretary before the proxy is exercised, or (2) you vote by ballot at the meeting.

Beneficial Shareholders

Follow the specific directions provided by your bank, broker or other holder of record to change or revoke any voting instructions you have already provided. Alternatively, you may vote your shares by ballot at the meeting if you obtain a legal proxy from your holder of record and present it at the ~~meeting~~meeting.



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	2024 PROXY STATEMENT \|	~~Arch Capital Employee Share Purchase Plan~~
A-3

If you purchased common shares in the Arch Capital company employee share purchase plan, you will receive one proxy card or Notice that covers these shares as well as any other shares registered directly in your name (but not

~~shares held beneficially through a bank, broker or other holder of record). See “How to Vote” (above) for instructions on voting shares held beneficially through a bank or broker.~~



							Annual Meeting Attendance

If you were a shareholder as of the record date, March ~~14, 2018,~~13, 2024, you are invited to attend our Annual ~~Meeting in person.~~Meeting.

~~Venue:~~ Where: virtualshareholdermeeting.com/ACGL2024

~~Arch Capital Group Ltd.~~

~~Waterloo House, Ground Floor~~

~~100 Pitts Bay Road~~

~~Pembroke HM 08, Bermuda~~

To log in to the Annual Meeting as a shareholder, a control number will be required. For registered shareholders, the control number can be found on your proxy card, Voting Instruction Form or Notice to shareholders.

Submitting Questions in Advance:

Any questions for the Annual Meeting must be submitted in advance at shareholderinfo@archgroup.com by 11:59 p.m. Eastern Daylight Time on May 6, 2024.

Date:

~~Wednesday,~~Thursday, May 9, ~~2018~~

2024

Time:

~~8:45~~12:00 p.m. local Bermuda time (11:00 a.m.~~, local time~~ Eastern Daylight Time)



							Limitation on Voting Under Our Bye-laws

Under our bye-laws, if the votes conferred by shares of the Company, directly or indirectly or constructively ~~owned(within~~owned (within the meaning of Section 958 of the Internal Revenue Code of 1986, as amended (the “Code”)), by any U.S. ~~person(as~~person (as defined in Section 7701(a)(30) of the Code) would otherwise represent more than 9.9% of the voting power of all shares entitled to vote generally at an election of directors, the votes conferred by such shares or such U.S. person will be reduced, subject to certain exceptions, by whatever amount is necessary so that after any such reduction the votes conferred by the shares of such person will constitute 9.9% of the total voting power of all shares entitled to vote generally at an election of directors. There may be circumstances in which the votes conferred on a U.S. person are reduced to less than 9.9% as a result of the operation of our bye-laws because of shares that may be attributed to that person under the ~~Code.~~

Code. Notwithstanding the provisions of our bye-laws described above, after having applied such provisions as best as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes

conferred by the shares of any U.S. person that they consider fair and reasonable in all the circumstances to ensure that such votes represent 9.9% of the aggregate voting power of the votes conferred by all shares of Arch Capital entitled to vote generally at an election of directors.

In order to implement our bye-laws, we will assume that all shareholders are U.S. persons unless we receive assurances satisfactory to us that they are not U.S. persons.



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							Proxy Solicitation

Proxies are being solicited by and on behalf of the Board. In addition to the use of the mail, proxies may be solicited by personal interview, phone, telegram and facsimile, in each case by our directors, officers and employees.

The Company is paying the entire costs of the solicitation. We have retained MacKenzie Partners, Inc. to aid in the solicitation of proxies and verify records related to the

solicitation for a fee of approximately ~~$12,500~~$13,500 plus expenses. We will reimburse brokerage houses,

nominees, fiduciaries and other custodians for their costs in forwarding proxy materials. We may request by phone, facsimile, mail, electronic mail or other means the return of the proxy cards. Please contact MacKenzie Partners at 1-800-322-2885 with any questions you may have regarding our proposals.


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							Corporate Governance Materials

Shareholders can see our Board Committee ~~Charters;~~Charters, Code of Business ~~Conduct;~~Conduct, Corporate Governance Guidelines and other corporate governance materials at ~~www.ir.archcapgroup.com.~~archgroup.com. Copies of these documents, as well as additional copies of this ~~proxy statement,~~Proxy Statement, are available to shareholders, without charge, upon request to:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Secretary

E-Mail:shareholderinfo@archgroup.com



							Reduce Duplicate Mailings

We have adopted a procedure approved by the SEC called ~~“householding”.~~“householding.” Under this procedure, registered shareholders, who have the same address and last name and who receive either Notices or paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials, or a single envelope containing the Notices for all shareholders at that address. This consolidated method of delivery will continue unless one or more of these shareholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards or Notices that include each shareholder’s unique control number for voting the shares held in each account.

Registered Shareholderswho wish to discontinue householding and receive separate copies of proxy materials may notify Broadridge by calling 1-866-540-7095, or send a written request to the ~~Office of the~~Company’s Secretary at the address of our principal office.

Beneficial Shareholdersmay request information about householding from your bank, broker or other holder of record.



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							Shareholder Proposals for the ~~2019~~2025 Annual General Meeting

To be included in our ~~proxy statement~~Proxy Statement and form of proxy relating to the ~~2019~~2025 annual general meeting of shareholders, all proposals of security holders intended to be presented at the ~~2019~~2025 annual general meeting ~~of shareholders~~ must be received by the Company not later than November 28, ~~2018~~2024, and must comply with Rule 14a-8 ~~under~~of the ~~U.S. Securities and~~ Exchange ~~Act of 194, as amended.~~Act.

For any proposal that is not submitted for inclusion in next year’s ~~proxy statement~~Proxy Statement (as described in the preceding paragraph) but is instead sought to be presented directly at next year’s annual general meeting, ~~the rules of the SEC permit management to vote proxies in its discretion if we do not receive notice of the proposal on or before the deadline for advance notice set forth in~~ our ~~bye-laws as described below.~~

~~Our~~ bye-laws provide that any shareholder desiring to make a proposal or nominate a director at an annual general meeting must provide written notice of such proposal or nomination to the Secretary of the Company

at least 50 days prior to the date of the annual general meeting at which such proposal or nomination is proposed to be voted upon (or, if less than 55 days’ notice

of an annual general meeting is given, shareholder proposals and nominations must be delivered no later than the close of business of the seventh day following the day notice was mailed). The date of our 2025 annual general meeting is expected to be held no earlier than May 6, 2025, and no later than May 8, 2025. As a result, any shareholder desiring to make a proposal or nominate a director at the 2025 annual general meeting must provide written notice of such proposal or nomination no later than March 17 through March 19, 2025, as applicable in order to comply with our bye-laws (except see below regarding nominations pursuant to the universal proxy rules). Any such proposal or nomination


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must include the information required under our bye-laws with respect to each proposal or nomination and the shareholder making such proposal or nomination.

In addition, to comply with the universal proxy rules under the Exchange Act, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 annual general meeting generally must provide written notice no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date. As a result, any shareholder desiring to nominate a director at the 2025 annual general meeting must provide written notice of such nomination no later than March 10, 2025. Such notice also must set forth the information required by Rule 14a-19 under the Exchange Act in addition to the information required under our bye-laws.

A shareholder proponent must be a shareholder of the Company who was a shareholder of record both at the time of giving of notice and at the time of the annual general meeting and who is entitled to vote at the annual general meeting.

Proposals and other items of business should be directed to the attention of:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Secretary

E-Mail: shareholderinfo@archgroup.com



							Contacting Our Board, Individual Directors and Committees

You can contact any of our directors ~~including our lead director,~~ by writing to them care of:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Secretary

E-Mail: shareholderinfo@archgroup.com

Employees and others who wish to contact the Board or any member of the ~~audit committee~~Audit Committee to report any complaint or concern with respect to accounting, internal accounting controls or auditing matters, may do so anonymously by using the above address.



							Registered and Principal Executive Offices



Our registered office is located at:			Our principal executive offices are located at:
Clarendon House 2 Church Street Hamilton HM 11, Bermuda Phone: (441) 295-1422			Waterloo House, Ground Floor 100 Pitts Bay Road Pembroke HM 08, Bermuda Phone: (441) 278-9250


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ANNEX B—~~ARCH CAPITAL GROUP LTD. 2018 LONG-TERM INCENTIVE AND SHARE AWARD PLAN~~

1.~~Purposes~~. The purposes of the 2018 Long-Term Incentive and Share Award Plan are to advance the interests of Arch Capital Group Ltd. and its shareholders by providing a means to attract, retain, and motivate employees and directors of the Company its subsidiaries and affiliates, to provide for competitive compensation opportunities, to encourage long-term service, to recognize individual contributions and reward achievement of performance goals, and to promote the creation of long-term value for shareholders by aligning the interests of such persons with those of shareholders.

2.~~Definitions.~~ ~~For purposes of the Plan, the following terms shall be defined as set forth below:~~

“Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity.

“Award” means any Option, SAR, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Dividend Equivalent or Other Share-Based Award granted to an Eligible Person under the Plan.

~~“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.~~

“Beneficiary” means the person, persons, trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

~~“Board” means the Board of Directors of the Company.~~

~~“Cause”~~means, with respect to an Eligible Person, (a) theft or embezzlement by the Eligible Person with respect to the Company, its Subsidiaries or Affiliates; (b) malfeasance or negligence in the performance of the Eligible Person’s duties; (c) the commission by the Eligible Person of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Eligible Person (other than by reason of disability due to physical or mental illness); (e) failure, neglect or refusal by the Eligible Person to adequately perform his or her duties and responsibilities as determined by the Company; (f) continued and habitual use of alcohol by the Eligible Person to an extent which materially impairs the Eligible Person’s performance of his or her duties without the same being corrected within ten (10) days after being given written notice thereof; or (g) the Eligible Person’s use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. Notwithstanding the foregoing, in the event that an Eligible Person is party to an employment or similar agreement with the Company or any of its Subsidiaries or Affiliates and such agreement contains a definition of “Cause,” the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such Eligible Person, by the definition of “Cause” used in such employment or similar agreement.

~~“Change in Control”, unless otherwise defined in an applicable Award Agreement, shall mean:~~


(A)	any person (within the meaning of the Exchange Act), other than a Permitted Person, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Securities representing 50% or more of the total voting power or value of all the then outstanding Voting Securities; or


~~(B)~~	the individuals who, as of the date hereof, constitute the Board together with those who become directors subsequent to such date and whose recommendation, election or nomination for election to the Board was approved by a vote of at least a majority of the directors then still in office who either were directors



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~~as of such date or whose recommendation, election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or~~

~~(C)~~

the consummation of a merger, consolidation, recapitalization, liquidation, sale or disposition by the Company of all or substantially all of the Company’s assets, or reorganization of the Company, other than any such transaction which would (x) result in more than 50% of the total voting power and value represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the former shareholders of the Company and (y) not otherwise be deemed a Change in Control under subparagraphs (A) or (B) of this definition.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation” (as defined for purposes of Section 409A of the Code), “Change in Control” shall be limited to a “change in control event” as defined under Section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.

~~“Committee” means the Compensation Committee of the Board, or such other Board committee or subcommittee (or the entire Board) as may be designated by the Board to administer the Plan.~~

~~“Company” means Arch Capital Group Ltd., a corporation organized under the laws of Bermuda, or any successor corporation.~~

~~“Director” means a member of the Board who is not an employee of the Company, a Subsidiary or an Affiliate.~~

“Dividend Equivalent” means a right, granted under the Plan, to receive cash, Shares, or other property equal in value to dividends paid with respect to a specified number of Shares. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis.

“Eligible Person” means (i) an employee of the Company, a Subsidiary or an Affiliate, including any director who is an employee, and (ii) any Director. Notwithstanding any provisions of this Plan to the contrary, an Award may be granted to an employee, in connection with his or her hiring or retention prior to the date the employee first performs services for the Company, a Subsidiary or an Affiliate; provided, however, that any such Award shall not become vested or exercisable prior to the date the employee first performs such services.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder.

“Fair Market Value” means, with respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the Fair Market Value of Shares shall mean the closing price per Share on the date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted thereon.

~~“ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.~~

~~“NQSO” means any Option that is not an ISO.~~

~~“Option” means a right, granted under Section 5(b), to purchase Shares.~~

~~“Other Share-Based Award” means a right, granted under Section 5(h), that relates to or is valued by reference to Shares.~~

~~“Participant” means an Eligible Person who has been granted an Award under the Plan.~~

~~“Performance Share” means a performance share granted under Section 5(f).~~

~~“Performance Unit” means a performance unit granted under Section 5(f).~~

~~“Permitted Persons” means (A) the Company; (B) any Related Party; or (C) any group (as defined in Rule 13b-3 under the Exchange Act) comprised of any or all of the foregoing.~~



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~~“Plan” means this 2018 Long-Term Incentive and Share Award Plan.~~

“Related Party” means (A) a majority-owned subsidiary of the Company; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) any entity, 50% or more of the voting power of which is owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities immediately prior to the transaction.

~~“Restricted Shares” means an Award of Shares under Section 5(d) that may be subject to certain restrictions and to a risk of forfeiture.~~

~~“Restricted Share Unit” means a right, granted under Section 5(e), to receive Shares or cash at the end of a specified deferral period.~~

“Rule 16b‑3” means Rule 16b‑3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

“SAR” or “Share Appreciation Right” means the right, granted under Section 5(c), to be paid an amount measured by the difference between the exercise price of the right and the Fair Market Value of Shares on the date of exercise of the right, with payment to be made in cash, Shares, or property as specified in the Award or determined by the Committee.

~~“Shares” means common shares, $.0033 par value per share, of the Company, and such other securities as may be substituted for Shares pursuant to Section 4(c) hereof.~~

“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

~~“Voting Security” means any security of the Company which carries the right to vote generally in the election of directors.~~

3.~~Administration.~~

~~(a)Authority of the Committee~~. The Plan shall be administered by the Committee, and the Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

~~(i)to select Eligible Persons to whom Awards may be granted;~~

~~(ii)to designate Affiliates;~~

~~(iii)to determine the type or types of Awards to be granted to each Eligible Person;~~

~~(iv)~~to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waivers of performance or vesting conditions relating to an Award, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;

~~(v)~~to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be cancelled, forfeited, exchanged, or surrendered;

~~(vi)~~to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Eligible Person; ~~provided~~ ~~that such deferral shall be structured with the intent to be in compliance with Section 409A of the Code;~~

~~(vii)to prescribe the form of each Award Agreement, which need not be identical for each Eligible Person;~~

~~(viii)to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan;~~



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~~(ix)~~to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder;

~~(x)to extend the period during which an Award is exercisable; and~~

~~(xi)to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.~~

~~(b)Manner of Exercise of Committee Authority~~. The Committee shall have sole discretion in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Eligible Persons, any person claiming any rights under the Plan from or through any Eligible Person, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and, with respect to Awards granted to persons not subject to Section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b‑3 (if applicable) and applicable law. Notwithstanding any provision of this Plan to the contrary, the Committee may grant Awards which are subject to the approval of the Board; ~~provided~~ ~~that an Award shall be subject to Board approval only if the Committee expressly so states.~~

~~(c)Limitation of Liability~~. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company’s independent certified public accountants, or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation.

~~(d)No Option or SAR Repricing Without Shareholder Approval.~~ Except as provided in the first sentence of Section 4(c) hereof relating to certain anti-dilution adjustments, unless the approval of shareholders of the Company is obtained, (i) Options and SARs issued under the Plan shall not be amended to lower their exercise price, (ii) Options and SARs issued under the Plan will not be exchanged for other Options or SARs with lower exercise prices, (iii) Options and SARs issued under the Plan with an exercise price in excess of the Fair Market Value of the underlying Shares will not be exchanged for cash or other property, and (iv) no other action shall be taken with respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange or market system on which the Shares are listed.

~~(e)Limitation on Committee’s Authority Under 409A~~. Anything in this Plan to the contrary notwithstanding, the Committee’s authority to modify outstanding Awards shall be limited to the extent necessary so that the existence of such authority does not (i) cause an Award that is not otherwise deferred compensation subject to Section 409A of the Code to become deferred compensation subject to Section 409A of the Code or (ii) cause an Award that is otherwise deferred compensation subject to Section 409A of the Code to fail to meet the requirements prescribed by Section 409A of the Code.

~~(f)Award Vesting Limitations~~. Notwithstanding any provision of the Plan to the contrary, the Awards will be granted with vesting periods of not less than one year following the date the applicable Award is granted (other than in the case of death or disability); ~~provided~~, ~~however~~, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Shares reserved for issuance under Section 4(a) may be granted to Eligible Persons without regard to such minimum vesting provisions.

4.~~Shares Subject to the Plan~~.

~~(a)Subject to adjustment as provided in Section 4(c) hereof, the total number of Shares reserved for issuance under the Plan shall be~~ ~~11,500,000~~; ~~provided~~, ~~however~~, that (I) any Shares issued under Options or SARs shall be counted against this limit on a one-for-one basis, and any Shares issued as or under Awards other than Options or SARs shall be counted against this limit as 3.6 Shares for every one (1) Share subject to such Award, and (II) subject to adjustment as provided in Section 4(c) hereof, no more than 2,000,000 Shares may be issued as ISOs. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under the applicable provisions of the preceding sentence. If any Awards are forfeited,



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cancelled, terminated, exchanged or surrendered or such Award is settled in cash or otherwise terminates without a distribution of Shares to the Participant, any Shares counted against the number of Shares reserved and available under the applicable provisions of the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for Awards under the Plan, and any Shares that again become available for grant pursuant to this Section 4(a) shall be added back as one (1) Share if such Shares were subject to Options or SARs and as 3.6 Shares if such Shares were subject to Awards other than Options or SARs; ~~provided, however~~, that Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are (x) Shares that were subject to an Option or a stock-settled SAR and were not issued upon the net settlement or net exercise of such Option or SAR, or (y) Shares delivered to or withheld by the Company to pay the exercise price or the withholding taxes under Options, SARs or other Awards. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised.

~~(b)~~Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open market or in private transactions.

~~(c)~~In the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, extraordinary distribution or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Eligible Persons under the Plan, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, (i) adjust any or all of (x) the number and kind of shares which may thereafter be issued under the Plan, (y) the number and kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards, and (z) the exercise price, grant price, or purchase price relating to any Award, or (ii) provide for a distribution of cash or property in respect of any Award; ~~provided~~, ~~however, in each case that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(a) of the Code, unless the Committee determines otherwise;~~ ~~providedfurther~~, ~~however~~, that no adjustment shall be made pursuant to this Section 4(c) that causes any Award that is not otherwise deferred compensation subject to Section 409A of the Code to be treated as deferred compensation pursuant to Section 409A of the Code. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.

5.~~Specific Terms of Awards~~.

~~(a)General~~. Awards may be granted on the terms and conditions set forth in this Section 5. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of service by the Eligible Person.

~~(b)Options. The Committee is authorized to grant Options, which may be NQSOs or ISOs, to Eligible Persons on the following terms and conditions:~~

~~(i)Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Committee;~~ ~~provided~~, ~~however~~, that the exercise price per Share of an Option shall not be less than the Fair Market Value of a Share on the date of grant of the Option. The Committee may, without limitation, set an exercise price that is based upon achievement of performance criteria if deemed appropriate by the Committee.

~~(ii)Option Term. The term of each Option shall be determined by the Committee, but such term shall not exceed ten years from the date of grant of the Option.~~

~~(iii)Time and Method of Exercise~~. The Committee shall determine the time or times at which an Option may be exercised in whole or in part (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), the methods by which such exercise price may be paid or deemed to be paid (including, without limitation, broker-assisted exercise arrangements), the form of such payment (including, without limitation, cash, Shares or other property), and the methods by which Shares will be delivered or deemed to be delivered to Eligible Persons.



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~~(iv)ISOs~~. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, including but not limited to the requirement that no ISO shall be granted more than ten years after the earlier of the date of adoption or shareholder approval of the Plan. ISOs may only be granted to employees of the Company or a Subsidiary.

~~(c)SARs. The Committee is authorized to grant SARs (Share Appreciation Rights) to Eligible Persons on the following terms and conditions:~~

~~(i)Right to Payment.~~ A SAR shall confer on the Eligible Person to whom it is granted a right to receive with respect to each Share subject thereto, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise over (2) the exercise price per Share of the SAR as determined by the Committee as of the date of grant of the SAR (which shall not be less than the Fair Market Value per Share on the date of grant of the SAR and, in the case of a SAR granted in tandem with an Option, shall be equal to the exercise price of the underlying Option).

~~(ii)Other Terms~~. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part (which shall not be more than ten years after the date of grant of the SAR), the method of exercise, method of settlement, form of consideration payable in settlement, method by which Shares will be delivered or deemed to be delivered to Eligible Persons, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. Unless the Committee determines otherwise, a SAR (1) granted in tandem with a NQSO may be granted at the time of grant of the related NQSO or at any time thereafter or (2) granted in tandem with an ISO may only be granted at the time of grant of the related ISO.

~~(d)Restricted Shares.~~ ~~The Committee is authorized to grant Restricted Shares to Eligible Persons on the following terms and conditions:~~

~~(i)Issuance and Restrictions~~. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Shares and the right to receive dividends thereon.

~~(ii)Forfeiture~~. Except as otherwise determined by the Committee, upon termination of service during any applicable restriction period, Restricted Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; ~~provided~~, ~~however~~, that the Committee may determine that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes.

~~(iii)Certificates for Shares~~. Restricted Shares granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Eligible Person, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and, unless otherwise determined by the Committee, the Company shall retain physical possession of the certificate.

~~(iv)Dividends~~. Dividends paid on Restricted Shares shall be either paid at the dividend payment date, or deferred for payment to such date, and subject to such conditions, as determined by the Committee, in cash or in restricted or unrestricted Shares having a Fair Market Value equal to the amount of such dividends. Unless otherwise determined by the Committee, Shares distributed in connection with a Share split or dividend in Shares, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Shares or other property has been distributed.

~~(e)Restricted Share Units.~~ ~~The Committee is authorized to grant Restricted Share Units to Eligible Persons, subject to the following terms and conditions:~~

~~(i)Award and Restrictions~~. Delivery of Shares or cash, as the case may be, will occur upon expiration of the deferral period specified for Restricted Share Units by the Committee (or, if permitted by the Committee, as elected by the Eligible Person). In addition, Restricted Share Units shall be subject to such restrictions as the Committee may impose (including, without limitation, the achievement of performance criteria if deemed appropriate by the



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Committee), which restrictions may lapse at the expiration of the deferral period or at earlier or later specified times, separately or in combination, in installments or otherwise, as the Committee may determine.

~~(ii)Forfeiture~~. Except as otherwise determined by the Committee, upon termination of service (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Share Units), or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such Restricted Share Units relate, all Restricted Share Units that are at that time subject to deferral or restriction shall be forfeited; ~~provided~~, ~~however~~, that the Committee may determine that restrictions or forfeiture conditions relating to Restricted Share Units will be waived in whole or in part in the event of termination resulting from specified causes.

~~(iii)Dividend Equivalents~~. Unless otherwise determined by the Committee at the date of grant, Dividend Equivalents on the specified number of Shares covered by a Restricted Share Unit shall be either (A) paid with respect to such Restricted Share Unit at the dividend payment date in cash or in restricted or unrestricted Shares having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Share Unit and the amount or value thereof automatically deemed reinvested in additional Restricted Share Units or other Awards, as the Committee shall determine.

~~(f)Performance Shares and Performance Units. The Committee is authorized to grant Performance Shares or Performance Units or both to Eligible Persons on the following terms and conditions:~~

~~(i)Performance Period~~. The Committee shall determine a performance period (the “Performance Period”) of one or more years or other periods and shall determine the performance objectives for grants of Performance Shares and Performance Units. Performance objectives may vary from Eligible Person to Eligible Person and shall be based upon the performance criteria as the Committee may deem appropriate. The performance objectives may be determined by reference to the performance of the Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing. Performance Periods may overlap and Eligible Persons may participate simultaneously with respect to Awards for which different Performance Periods are prescribed.

~~(ii)Award Value~~. The Committee shall determine for each Eligible Person or group of Eligible Persons with respect to that Performance Period the range of number of Shares, if any, in the case of Performance Shares, and the range of dollar values, if any, in the case of Performance Units, which may be fixed or may vary in accordance with such performance or other criteria specified by the Committee, which shall be paid to an Eligible Person as an Award if the relevant measure of Company performance for the Performance Period is met.

~~(iii)Significant Events~~. If during the course of a Performance Period there shall occur significant events as determined by the Committee which the Committee expects to have a substantial effect on a performance objective during such period, the Committee may revise such objective.

~~(iv)Forfeiture~~. Except as otherwise determined by the Committee, upon termination of service during the applicable Performance Period, Performance Shares and Performance Units for which the Performance Period was prescribed shall be forfeited; ~~provided~~, ~~however~~, that the Committee may determine that restrictions or forfeiture conditions relating to Performance Shares and Performance Units will be waived in whole or in part in the event of terminations resulting from specified causes.

~~(v)Payment~~. Each Performance Share or Performance Unit may be paid in whole Shares, or cash, or a combination of Shares and cash either as a lump sum payment or in installments, all as the Committee shall determine, at the time of grant of the Performance Share or Performance Unit or otherwise, commencing at the time determined by the Committee.

~~(g)Dividend Equivalents.~~ The Committee is authorized to grant Dividend Equivalents to Eligible Persons. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, or other investment vehicles as the Committee may specify, provided that unless otherwise determined by the Committee, Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions of any underlying Awards to which they relate.

~~(h)Other Share-Based Awards~~. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the



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Plan, including, without limitation, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards consistent with the provisions of this Plan. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 5(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, shall also be authorized pursuant to this Section 5(h).

6.~~Certain Provisions Applicable to Awards.~~

~~(a)Stand-Alone, Additional, Tandem and Substitute Awards~~. Awards granted under the Plan may, in the discretion of the Committee, be granted to Eligible Persons either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any award granted under any other plan or agreement of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of an Eligible Person to receive payment from the Company or any Subsidiary or Affiliate. Awards may be granted in addition to or in tandem with such other Awards or awards, and may be granted either as of the same time as or a different time from the grant of such other Awards or awards. Subject to the provisions of Section 3(d) hereof prohibiting Option and SAR repricing without shareholder approval, the per Share exercise price of any Option, grant price of any SAR, or purchase price of any other Award conferring a right to purchase Shares which is granted, in connection with the substitution of awards granted under any other plan or agreement of the Company or any Subsidiary or Affiliate, or any business entity to be acquired by the Company or any Subsidiary or Affiliate, shall be determined by the Committee, in its discretion.

~~(b)Term of Awards. The term of each Award granted to an Eligible Person shall be for such period as may be determined by the Committee;~~ ~~provided~~, ~~however~~, that in no event shall the term of any Option or SAR exceed a period of ten years from the date of its grant (or, in the case of an ISO, such shorter period as may be applicable under Section 422 of the Code).

~~(c)Form of Payment Under Awards~~. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Shares, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; ~~provided~~ that any such deferral shall be intended to be in compliance with Section 409A of the Code. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments, and the Committee may require deferral of payment under an Award if, in the sole judgment of the Committee, it may be necessary in order to avoid nondeductibility of the payment under Section 162(m) of the Code.

~~(d)Nontransferability~~. Except as set forth below and except for vested Shares, Awards shall not be transferable by an Eligible Person except by will or the laws of descent and distribution (except pursuant to a Beneficiary designation) and shall be exercisable during the lifetime of an Eligible Person only by such Eligible Person or his guardian or legal representative. Notwithstanding the foregoing, if the Committee expressly so provides in the applicable Award agreement (at the time of grant or at any time thereafter), an Award (other than an ISO) granted hereunder may be transferred by a Participant to members of his or her “immediate family”, to a trust established for the exclusive benefit of solely one or more members of the Participant’s “immediate family”, or to a partnership, limited liability company or other entity under which the only partners, members or equity holders are one or more members of the Participant’s “immediate family.” Any Award held by the transferee will continue to be subject to the same terms and conditions that were applicable to the Award immediately prior to the transfer, except that the Award will be transferable by the transferee only by will or the laws of descent and distribution. For purposes hereof, “immediate family” means the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws, and relationships arising because of legal adoption. An Eligible Person’s rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to claims of the Eligible Person’s creditors.

~~(e)Restrictive Covenants~~. The Committee may, by way of the Award Agreements or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any, of any Award, provided they are not inconsistent with the Plan, including, without limitation, the requirement that the Participant not engage in competition with, solicit customers or employees of, or disclose or use confidential information of, the Company or its Affiliates.



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~~(f)No Dividends or Dividend Equivalents on Unvested Awards~~. Notwithstanding any provision of this Plan to the contrary, dividends and Dividend Equivalents shall not be paid with respect to unvested Awards prior to the time of vesting of the underlying Award, or portion thereof, with respect to which the dividend or Dividend Equivalent is accrued.

7.~~Change in Control Provisions.~~ ~~Unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, upon a Change in Control:~~

~~(a)Awards Assumed or Substituted by Surviving Entity~~. With respect to Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then (i) all of that Participant’s outstanding Options, SARs and other Awards in the nature of rights that may be exercised shall become fully vested and exercisable, (ii) all time-based vesting restrictions on his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s performance-based Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the date of termination based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level pro-rated based upon the number of days within the performance period that have elapsed prior to the termination of employment date, or (B) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the date of termination for which performance can, as a practical matter, may be determined), and, in either such case, there shall be a payout to such Participant within sixty (60) days following the termination of employment date (unless a later date is required by Section 8(l) hereof). With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Agreement includes such provision (and Good Reason shall be as defined therein), or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason (and Good Reason shall be as defined therein). Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes ISOs to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be NQSOs.

~~(b)Awards not Assumed or Substituted by Surviving Entity~~. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board: (i) outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully vested and exercisable, (ii) time-based vesting restrictions on outstanding Awards shall immediately lapse and such Awards shall become vested in full, and (iii) the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level pro-rated based upon the number of days within the performance period that have elapsed prior to the Change in Control, or (B) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the Change in Control for which performance can, as a practical matter, be determined), and, in either such case, there shall be a payout to Participants within sixty (60) days following the Change in Control (unless a later date is required by Section 8(l) hereof). Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award agreement. To the extent that this provision causes ISOs to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be NQSOs.

8.~~General Provisions.~~

~~(a)Compliance with Legal and Trading Requirements~~. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any stock exchange, regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification of such Shares or any required action under any state, federal or foreign law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under federal, state or foreign law. The Shares issued under this Plan may be subject to such other restrictions on transfer as determined by the Committee.



~~B-9~~	~~\| 2018 PROXY STATEMENT~~

~~Table of Contents~~

~~(b)No Right to Continued Employment or Service~~. Neither the Plan nor any action taken thereunder shall be construed as giving any employee or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s or director’s employment or service at any time.

~~(c)Taxes~~. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of an Eligible Person’s tax obligations; ~~provided~~, ~~however~~, that the amount of tax withholding to be satisfied by withholding Shares shall be limited to the minimum amount of taxes, including employment taxes, required to be withheld under applicable Federal, state and local law.

~~(d)Changes to the Plan and Awards~~. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of shareholders of the Company or Participants, except that any such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Company’s shareholders (i) to the extent such shareholder approval is required under the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or (ii) as it applies to ISOs, to the extent such shareholder approval is required under Section 422 of the Code; ~~provided~~, ~~however~~, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively; ~~provided~~, ~~however~~, that, without the consent of a Participant, no amendment, alteration, suspension, discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. Except as provided in the first sentence of Section 4(c) hereof relating to certain anti-dilution adjustments, unless the approval of shareholders of the Company is obtained, (i) Options and SARs issued under the Plan shall not be amended to lower their exercise price, (ii) Options and SARs issued under the Plan will not be exchanged for other Options or SARs with lower exercise prices, (iii) Options and SARs issued under the Plan with an exercise price in excess of the Fair Market Value of the underlying Shares will not be exchanged for cash or other property, and (iv) no other action shall be taken with respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange or market system on which the Shares are listed.

~~(e)No Rights to Awards; No Shareholder Rights~~. No Eligible Person or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Eligible Person in accordance with the terms of the Award.

~~(f)Unfunded Status of Awards~~. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; ~~provided~~, ~~however~~, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

~~(g)Nonexclusivity of the Plan~~. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

~~(h)Not Compensation for Benefit Plans~~. No Award payable under this Plan shall be deemed salary or compensation for the purpose of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees or directors unless the Company shall determine otherwise.



	~~2018 PROXY STATEMENT \|~~	~~B-10~~

~~Table of Contents~~

~~(i)No Fractional Shares~~. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. In the case of Awards to Eligible Persons, the Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

~~(j)Governing Law~~. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of New York without giving effect to principles of conflict of laws.

~~(k)Effective Date; Plan Termination~~. The Plan shall become effective as of May 9, 2018 (the “Effective Date”), subject to approval by the shareholders of the Company. The Plan shall terminate as to future awards on February 28, 2028.

~~(l)Section 409A~~. Awards granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A and Section 457A of the Code and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement upon a termination of service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code at the time of “separation from service” with respect to an Award, then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), the commencement of any payments or benefits under the Award shall be deferred until the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service,” or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A). In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Sections 409A or 457A of the Code or any damages for failing to comply with Sections 409A or 457A of the Code.

~~(m)Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.~~



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~~Table of Contents~~

~~ANNEX C—~~NON-GAAP FINANCIAL MEASURES

In presenting our results for purposes of compensation determinations, we include and discuss certain non-GAAP financial measures as defined in Regulation G. We believe that these non-GAAP financial measures, which may be defined differently by other companies, are important for an understanding of our overall results of operations and financial condition. However, they should not be viewed as a substitute for measures determined in accordance with GAAP.

After-tax operating income available to Arch common shareholders whichis defined as net income available to Arch common shareholders, excluding net realized gains or losses (which includes changes in the allowance for credit losses on financial assets and net impairment losses recognized in ~~earnings,~~earnings), equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, ~~UGC~~ transaction costs and other, income taxes (which for the 2023 fourth quarter includes a one-time deferred income tax benefit related to the enactment of Bermuda’s new corporate income tax), loss on redemption of preferred shares, and ~~income taxes.~~the use of annualized operating return on average common equity. The table below presents the reconciliation of net income available to Arch common shareholders to after-tax operating income available to Arch common shareholders.

Annualized operating return on average common equity ~~(“Operating ROE”)~~ represents after-tax operating income available to Arch common shareholders divided by average common shareholders’ equity during the period. Management uses Operating ROE as a key measure of the return generated to our common shareholders.

The following table summarizes our consolidated financial data, including a reconciliation of net income available to Arch common shareholders to after-tax operating income available to Arch common shareholders. Each line item reflects the impact of our ~~approximate 11%~~percentage ownership of ~~Watford Re’s~~Somers’ common ~~equity.~~equity through June 30, 2021. In July 2021, the Company announced the completion of the previously disclosed acquisition of Somers by Greysbridge Holdings Ltd., (“Greysbridge”). Based on the governing documents of Greysbridge, the Company has concluded that, while it will retain significant influence over Somers, Somers no longer constitutes a variable interest entity. Effective July 1, 2021, Arch no longer consolidates the results of Somers in its consolidated financial statements and footnotes.


	Year Ended
	December 31,
(in millions)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014
Net income available to Arch common shareholders (a)	$4,403	$1,436	$2,093	$1,364	$1,595	$714	$567	$665	$516	$812
Net realized (gains) losses	165	663	(307)	(815)	(350)	301	(142)	(47)	129	(100)
Equity in net (income) of investment funds accounted for using the equity method	(278)	(115)	(366)	(147)	(124)	(46)	(142)	(48)	(25)	(20)
Net foreign exchange losses (gains)	62	(102)	(43)	81	11	(60)	114	(32)	(63)	(83)
Transaction costs and other	6	—	1	10	14	12	22	42	—	—
Loss on redemption of preferred shares	—	—	15	—	—	3	7	—	—	—
Income tax expense (benefit)	(1,157)	(42)	42	64	16	(15)	22	(2)	9	7
After-tax operating income available to Arch common shareholders (b)	$3,201	$1,840	$1,435	$557	$1,163	$909	$447	$577	$565	$617

Beginning common shareholders’ equity	$12,080	$12,716	$12,326	$10,717	$8,660	$8,324	$7,481	$5,842	$5,767	$5,284
Ending common shareholders’ equity	17,523	12,080	12,716	12,326	10,717	8,660	8,324	7,481	5,842	5,767
Average common shareholders’ equity (c)	$14,802	$12,398	$12,521	$11,522	$9,689	$8,492	$7,903	$6,114	$5,804	$5,525

Annualized return on average common equity (a)/(c)	29.7%	11.6%	16.7%	11.8%	16.5%	8.4%	7.2%	10.9%	8.9%	14.7%
Annualized operating return on average common equity (b)/(c)	21.6%	14.8%	11.5%	4.8%	12.0%	10.7%	5.7%	9.4%	9.7%	11.2%

Year Ended
December 31, December 31,
(U.S. Dollars in thousands, except share data) 2017 2016
Net income available to Arch common shareholders (a) $ 566,502
$ 664,668
Net realized (gains) losses (148,836 ) (77,081 )
Net impairment losses recognized in earnings 7,138
30,442
Equity in net (income) loss of investment funds accounted for using the equity method (142,286 ) (48,475 )
Net foreign exchange losses (gains) 113,613
(31,987 )
UGC transaction costs and other 22,150
41,729
Loss on redemption of preferred shares 6,735
—
Income tax expense (benefit) 22,139
(1,852 )
After-tax operating income available to Arch common shareholders (b) $ 447,155
$ 577,444

Beginning common shareholders’ equity $ 7,481,163
$ 5,841,542
Ending common shareholders’ equity 8,324,047
7,481,163
Average common shareholders’ equity (1) (c) $ 7,902,605
$ 6,113,718

Annualized return on average common equity (a)/(c) 7.2 % 10.9 %
Annualized operating return on average common equity (b)/(c) 5.7 % 9.4 %


~~(1)~~	Average common shareholders’ equity and the related returns on average common equity reflect the weighted impact of the $1.10 billion of convertible non-voting common equivalent preferred shares, which were issued on December 31, 2016 as part of the UGC acquisition.



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~~Table of Contents~~

Tangible book value per common share represents common shareholders’ equity available to Arch less goodwill and intangible assets ~~(including the impact of our approximate 11% ownership of Watford Re’s goodwill)~~(excluding amounts attributable to non-controlling interests). We believe that goodwill and intangible assets are not indicative of our underlying operating results or trends and make comparisons of book value to less acquisitive peer companies less meaningful. The following table provides a reconciliation oftangible book value per common share is useful to ~~tangible book~~investors because it provides a more accurate measure of the realizable value ~~per common share:~~of shareholder returns by excluding the impact of goodwill and intangible assets.

Year Ended
December 31, December 31,
(U.S. Dollars in thousands, except share data) 2017 2016
Total shareholders’ equity available to Arch $ 9,196,602
$ 8,253,718
Less preferred shareholders’ equity 872,555
772,555
Common shareholders’ equity available to Arch (a) $ 8,324,047
$ 7,481,163
Less: goodwill and intangible assets 645,802
774,744
Common shareholders’ equity available to Arch less goodwill and intangible assets (b) $ 7,678,245
$ 6,706,419

Common shares and common share equivalents outstanding, net of treasury shares (c) 136,652,139
135,550,337

Book value per common share (a)/(c) $ 60.91
$ 55.19
Tangible book value per common share (b)/(c) $ 56.19
$ 49.48

Underwriting income represents the pre-tax profitability of our underwriting operations and includes net premiums earned plus other underwriting income, less losses and loss adjustment expenses, acquisition expenses and other operating expenses. Other operating expenses include those operating expenses that are incremental and/or directly attributable to ~~our~~or individual underwriting operations. Underwriting income or loss does not incorporate items included in the ~~our~~ corporate ~~(non-underwriting)~~ segment. ~~Refer to~~While these measures are presented in note ~~5 (Segment Information)~~4, “Segment Information,” on pages 114-120 to the consolidated financial statements in our ~~2017~~2023 Annual Report, ~~for~~they are considered non-GAAP financial measures when presented elsewhere on a consolidated basis.

The following table provides a reconciliation of ~~underwriting income~~book value per common share to ~~net income.~~tangible book value per common share:


	Year Ended
	December 31
(in millions, except per share amounts)	2023	2022	2021	2020	2019	2001
Total shareholders’ equity available to Arch	$18,353	$12,910	$13,546	$13,106	$11,497	$1,020
Less preferred shareholders’ equity	830	830	830	780	780	—
Common shareholders’ equity available to Arch (a)	$17,523	$12,080	$12,716	$12,326	$10,717	$1,020
Less: goodwill and intangible assets	730	802	942	682	731	26
Common shareholders’ equity available to Arch less goodwill and intangible assets (b)	$16,793	$11,278	$11,774	$11,644	$9,986	$994

Common shares and common share equivalents outstanding, net of treasury shares (c)	373.3	370.3	378.9	406.7	405.6	502.2

Book value per common share (a)/(c)	$46.94	$32.62	$33.56	$30.31	$26.42	$2.03
Tangible book value per common share (b)/(c)	$44.99	$30.45	$31.07	$28.63	$24.62	$1.98


B-2
~~C-2~~	\| ~~2018~~2024 PROXY STATEMENT



			Go to the website listed on your proxy card or Notice to vote VIA THE INTERNET.
			Call the telephone number specified on your proxy card or on your Voting Instruction Form to vote BY TELEPHONE.
			If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote BY MAIL.
			Scan the QR Code on your proxy card, Notice or Voting Instruction Form to vote with your MOBILE DEVICE.
			Attend the virtual meeting to vote ~~IN PERSON~~(see ~~Annual~~“Annual Meeting ~~Attendance~~Attendance” in “Annex A—General ~~Information~~Information”).
			Important Notice Regarding Annual Meeting To log in to the Annual Meeting as a shareholder, a control number will be required. For registered shareholders, the control number can be found on your proxy card, Voting Instruction Form or Notice to shareholders.



~~PROXY SUMMARY~~SAFE HARBOR STATEMENT	65
PROXY SUMMARY		6
Roadmap of Voting Matters		6
Director Nominees		7
~~Compensation Program Enhancements~~Shareholder Engagement		7
~~Shareholder Engagement~~Key Executive Compensation Policies and Practices		8
~~Sound Governance~~Sustainability Practices ~~and Enhancements~~		89
General Information		811
Learn More About Our Company		811

GOVERNANCE		912
Item ~~1 —~~ 1—Election of Directors		912
Board		12
Committees of the Board		16
Nominees		18
Appointed Directors, Continuing Directors and Senior Management		1219
~~Board~~Director Compensation		1825
~~Committees of the Board~~		20
~~Director Compensation~~	22
Certain Relationships and Related Person Transactions	2527

SHARE OWNERSHIP		2629
Security Ownership of Certain Beneficial Owners and Management		2629
Common Shares		2629
Preferred Shares		2832
~~Ownership of Watford Holdings Ltd. Shares~~
COMPENSATION		2933
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		29

~~COMPENSATION~~	30
Item ~~2 —~~ 2—Advisory Vote to Approve Named Executive Officer Compensation	3033
Compensation Discussion and Analysis		3033
~~2017~~Strong Link Between Pay and Performance ~~Highlights~~		3134
2023 Performance at a Glance		35
Long-Term Performance		36
Executive Compensation Philosophy		3539
How We Make Compensation Decisions		40
Shareholder Engagement and Results of Say-on-Pay Votes		42
Elements of Compensation Program		3543
2023 Compensation ~~Program Enhancements~~Decisions for Named Executive Officers		3648
~~2017 Compensation Decisions~~2024 Long-Term Incentive Awards		3954




Report of the Compensation and Human Capital Committee on the Compensation Discussion and Analysis	4756
Executive Compensation ~~Committee Interlocks and Insider Participation~~Tables		4857
~~Executive Compensation Tables~~Pay for Performance		4966
~~Employment Arrangements~~Pay Ratio		5870
~~Share-Based Award Agreements~~Employment Arrangements		6570

AUDIT MATTERS		6774
Report of the Audit Committee of the Board		6774
Principal Auditor Fees and Services		6875
Item ~~3 —~~ 3—Appointment of Independent Registered Public Accounting Firm		6976

~~2018 LONG-TERM INCENTIVE AND SHARE AWARD PLAN~~SUBSIDIARY DIRECTORS		7077
Item ~~4 — Approval of 2018 Plan~~		70
~~Reasons for the Proposal~~	70
~~Description of 2018 Plan~~	72
~~THREE-FOR-ONE COMMON SHARE SPLIT~~	78
~~Item 5 — Approval of Amendment of Memorandum to Effect a Three-For-One Common Share Split~~	78
~~Effects and Purposes of the Share Split~~	78
~~Effective Date of Proposed Amendment and Issuance of Shares for Share Split~~	79

~~SUBSIDIARY DIRECTORS~~	80
~~Item 6 —~~ 4—Election of Subsidiary Directors	8077
Nominees		8077

ANNEX A: A—GENERAL INFORMATION		A-~~A-1~~1

ANNEX ~~B: 2018 LONG-TERM INCENTIVE AND SHARE AWARD PLAN~~		~~B-1~~

~~ANNEX C:~~ B—NON-GAAP FINANCIAL MEASURES	B-~~C-1~~1



	Our Board’s Recommendation
ITEM 1 - Election of Directors (page 912)
The Arch Capital Board of Directors (the “Board”) and the Nominating and Governance Committee of the Board believe that the ~~four~~two Director nominees possess the necessary qualifications and experience to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareholders.		FOR ~~each~~Each Director Nominee
ITEM 2 - Advisory Vote to Approve Named Executive Officer Compensation (page 3033)
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis beginning on page 3033 and the Executive Compensation Tables beginning on page 4957. The Board values shareholders’ opinions, and the Compensation and Human Capital Committee of the Board will take into account the outcome of the advisory vote when considering future executive compensation decisions.		FOR
ITEM 3 - Appointment of PricewaterhouseCoopers LLP as ~~our~~Our Independent Registered Public Accounting Firm (page 6976)
The Audit Committee of the Board and the Board believe that the retention of PricewaterhouseCoopers LLP to serve as the Independent Auditors for the fiscal year ending December 31, ~~2018,~~2024, is in the best interests of the Company and its shareholders. As required by Bermuda law, shareholders are being asked to appoint the Audit Committee’s selection of the Independent Auditors.		FOR ~~One Year~~
ITEM 4 ~~- Approval of the Arch Capital Group Ltd. 2018 Long-Term Incentive and Share Award Plan (page~~ 70)
On February 28, 2018, with the recommendation of the Compensation Committee, the Board adopted the 2018 Long-Term Incentive and Share Award Plan (the “2018 Plan”), subject to shareholder approval. The Board and the Compensation Committee believe that the 2018 Plan provides for competitive compensation opportunities, encourages long-term service, recognizes individual contributions and rewards achievement of performance goals, and promotes the creation of long-term value for shareholders by aligning the interests of such persons with those of shareholders.	~~FOR~~
~~ITEM 5 - Approval of Three-For-One Common Share Split (page~~ 78)
The Board and management believe that an increase in the number of issued common shares resulting from a three-for-one common share split would place the market price of the common shares in a more accessible trading range that would be increasingly attractive to investors, particularly individuals, as well as existing and prospective employees. The share split will also increase the number of Arch Capital’s authorized but unissued shares.	~~FOR~~
~~ITEM 6~~ - Election of Designated Company Directors of Certain Non-U.S. Subsidiaries (page 8077)
The Board and management believe that the named Designated Company Director nominees possess the necessary qualifications and ~~experiences~~experience to provide oversight for the Company’s non-U.S. subsidiaries.		FOR ~~each~~Each Director Nominee


~~Where:~~	~~Waterloo House, Ground Floor, 100 Pitts Bay Road,~~


1.	~~Elect four Class II Directors to serve for a term of three years or until their respective successors are elected and qualified (Item 1~~);


2.	~~Advisory vote to approve named executive officer compensation (Item 2~~);


3.	~~Appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31,~~ ~~2018~~ (~~Item 3~~);


4.	~~Approve the Arch Capital Group Ltd.~~ ~~2018~~ ~~Long-Term Incentive and Share Award Plan (Item 4~~);


5.	~~Approve a three-for-one common share split effective on June 18, 2018 (Item 5~~);


6.	~~Elect certain individuals as Designated Company Directors of certain of our non-U.S. subsidiaries, as required by our bye-laws (Item 6~~);




~~Susie Tindall~~ Conyers Corporate Services (Bermuda) Limited Secretary
Hamilton, Bermuda
March 28, ~~2018~~2024

~~How We Make Decisions~~	43
COMPENSATION (continued)
Additional Compensation Policies and Practices		4554
Tax Considerations		4656



					Committee Membership (1)
Name		Age	Director Since	Primary Occupation	UW	A	C	E	FIR	N
Eric W. Doppstadt		58	November 2010	Vice President and Chief Investment Officer of the Ford Foundation					n	n
Laurie S. Goodman		62	Nominee	Vice President of the Housing Finance Policy Center at the Urban Institute
Constantine Iordanou	(2)	68	January 2002	Chairman of Arch Capital				n	n
John M. Pasquesi		58	November 2001	Managing Member of Otter Capital LLC	n		n	n	n	n


~~When:~~	~~Wednesday, May 9, 2018, 8:45 a.m., local time~~



ROADMAP OF VOTING MATTERS



DIRECTOR NOMINEES	See page918.


SHAREHOLDER ENGAGEMENT			See page3642.


~~(1)~~	UW ~~= Underwriting Oversight Committee;~~ A ~~= Audit Committee;~~ C ~~= Compensation Committee;~~ E ~~= Executive Committee;~~ ~~FIR~~ ~~= Finance, Investment and Risk Committee;~~ N ~~= Nominating Committee~~



(1)	Non-Employee Director Cash Compensation	Annual Cash Retainer
	Non-Employee Director Retainer (A)	$	125,000
	Additional Retainers and Fees for Board Members, Committee Chairs, Committee Members (B)
	Meeting Fees
	Board	$	2,500
	Committee	$	1,500
	Audit Committee Chair	$	50,000
	Audit Committee Member	$	25,000
	Finance, Investment & Risk Committee Chair	$	15,000
	Committee Chair (other than above)	$	10,000


	Common Shares
Name and Address of Beneficial Owner	(A) Number of Common Shares Beneficially Owned (1)	(B) Rule 13d-3 Percentage Ownership (1)
The Vanguard Group (2) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	40,754,642	10.9	%
BlackRock, Inc. (3) 50 Hudson Yards New York, New York 10001	27,327,595	7.3	%
Artisan Partners Holdings LP (4) 875 East Wisconsin Avenue, Suite 800 Milwaukee, Wisconsin 53202	24,894,249	6.6	%
Baron Capital Group, Inc. (5) 767 Fifth Avenue New York, New York 10153	21,292,042	5.7	%
Marc Grandisson (6)	3,926,104	1.0	%
John L. Bunce, Jr. (7)	1,554,048	*
Eric W. Doppstadt (8)	77,779	*
Francis Ebong (9)	6,534	*
Laurie S. Goodman (10)	32,483	*
Moira Kilcoyne (11)	26,823	*
Eileen Mallesch (12)	8,712	*
Louis J. Paglia (13)	54,056	*
John M. Pasquesi (14)	5,212,827	1.4	%
Brian S. Posner (15)	117,085	*
Eugene S. Sunshine (16)	33,075	*
John D. Vollaro (17)	427,429	*
David E. Gansberg (18)	502,946	*
François Morin (19)	629,764	*
Nicolas Papadopoulo (20)	1,244,614	*
Maamoun Rajeh (21)	738,549	*
All directors and executive officers (18 persons) (22)	15,079,006	4.0	%


~~(1)~~	~~Pursuant to Rule 13d-3 promulgated under the Exchange Act, amounts shown include common shares that may be acquired by a person within 60 days of~~ ~~March 14, 2018. Therefore, column (B) has been computed based on (a)~~ ~~136,702,745~~ ~~common shares actually~~


~~(4)~~	Based on a Schedule 13G/A filed with the SEC on February 8, 2018 by The Vanguard Group (“Vanguard”). In the Schedule 13G/A it is reported that Vanguard has shared dispositive power with respect to 128,793 common shares, sole voting power with respect to 101,216 shares, shared voting power with respect to 36,952 common shares and sole dispositive power with respect to 10,526,001 common shares.


~~(9)~~	~~Amounts in columns (A) and (B) reflect~~ ~~688,022~~ ~~common shares owned directly by Mr. Bunce.~~


~~(15)~~	~~Amounts in columns (A) and (B) reflect~~ ~~4,128~~ ~~common shares owned directly by Mr. Sunshine.~~


~~(16)~~	~~Amounts in columns (A) and (B) reflect (a)~~ ~~118,016~~ ~~common shares owned by a revocable trust for which Mr. Vollaro serves as trustee and (b) stock options and SARs with respect to~~ ~~66,600~~ ~~common shares that are exercisable currently.~~



	Preferred Shares
Name of Beneficial Owner	Number of Series E Preferred Shares Beneficially Owned	Percentage of Class Owned	Number of Series F Preferred Shares Beneficially Owned	Percentage of Class Owned
Constantine Iordanou (1)	*	*	10,000	*
Brian S. Posner	6,000	*	_	*
All directors and executive officers (16 persons)	6,000	*	10,000	*


			Preferred Shares
~~(1)~~Name of Beneficial Owner			~~7,000~~Number of ~~such preferred shares are directly owned by Mr. Iordanou and 3,000 preferred shares are owned by Mr. Iordanou’s spouse.~~Series F Preferred Shares Beneficially Owned

Percentage of Class Owned
Brian S. Posner	3,000		*
All directors and executive officers (18 persons)	~~2018 PROXY STATEMENT \|~~3,000	28	*

	Number of Series G Preferred Shares Beneficially Owned		Percentage of Class Owned
Brian S. Posner	4,000		*
All directors and executive officers (18 persons)	4,000		*


Name		Title

~~Name~~	~~Title~~
~~Constantine Iordanou~~	~~Chairman of the Board and Class II Director of Arch Capital~~
Marc Grandisson	~~President,~~ Chief Executive Officer and Class III Director, of Arch Capital
~~Mark D. Lyons~~François Morin		Executive Vice President, Chief Financial Officer and Treasurer, of Arch Capital
Nicolas Papadopoulo		President and Chief Underwriting Officer, Arch Capital and CEO, Arch Worldwide Insurance Group
Maamoun Rajeh		Chairman and Chief Executive Officer, ~~of Arch Worldwide Insurance Group and Chief Underwriting Officer for the Property & Casualty Group~~
~~Maamoun Rajeh~~	~~Chairman and Chief Executive Officer of~~ Arch Worldwide Reinsurance Group
~~Andrew T. Rippert~~David E. Gansberg		~~Chairman and~~ Chief Executive Officer, ofGlobal Mortgage Group, Arch ~~Worldwide Mortgage Group~~Capital


CEO Target Mix of Pay						Other NEOs Target Mix of Pay

As illustrated above for our CEO, 75% of target compensation was performance-based and 65% consists of long-term incentives.						As illustrated above for our other NEOs, 71% of target compensation was performance-based and 53% consists of long-term incentives.



(U.S. Dollars in millions, except share data)	Year Ended December 31,
(U.S. Dollars in millions, except share data)	2017			2016			Change
Book value per common share at year-end	$	60.91		$	55.19		10.4	%
Tangible book value per common share at year-end ²	$	56.19		$	49.48		13.6	%
Net income available to common shareholders	$	566.5		$	664.7		(14.8	)%
Per share	$	4.07		$	5.33		(23.6	)%
Net income return on average common equity	7.2		%	10.9		%	(3.7	)
After-tax operating income available to Arch common shareholders ²	$	447.2		$	577.4		(22.6	)%
Per share	$	3.21		$	4.63		(30.7	)%
Annualized return on average common equity	7.2		%	10.9		%	(3.7	)
Annualized operating return on average common equity ²	5.7		%	9.4		%	(3.7	)
Combined ratio	88.8		%	87.6		%	1.2
Gross premiums written	$	6,088		$	5,019		21.3	%
Net premiums written	$	4,408		$	3,518		25.3	%
Underwriting income ²	$	447.4		$	447.1		0.1	%
Net investment income	$	382		$	277		37.8	%
Per share	$	2.74		$	2.22		23.4	%
Weighted average common shares and common share equivalents outstanding	139.3			124.7			11.7	%


▪	~~Our combined ratio for the year was 88.8% with underwriting income of $510.8 million, up 6.7% from 2016.~~


▪	~~Net premiums written increased 25.3% to $4.41 billion, emanating primarily from our mortgage segment and highlighting the benefits of our diversification.~~


▪	~~Net investment income rose to $382.1 million, a 23.4% increase on a per-share basis, primarily attributable to income generated on investable assets we acquired in the UGC acquisition.~~


▪	~~Book value per common share increased 10.4% to $60.91 per share.~~


▪	~~Tangible book value per common share increased 13.6% to $56.19 per share.~~


▪	~~Our annualized operating return on average common equity (“Operating ROE”) was 5.7%, and is a key driver of book value growth, which produces a stable stream of earnings in the short term.~~